Auditor Report of PVP Ventures Ltd.

Mar 31, 2025

We have audited the accompanying Standalone Financial
Statements of PVP Ventures Limited (hereinafter referred to as
"the Company"), which comprise the Balance Sheet as at 31
March 2025, and the Statement of Profit and Loss (including
Other Comprehensive Income), the Statement of Cash Flows
and the Statement of Changes in Equity, for the year then
ended, and a summary of the material accounting policies and
other explanatory information (hereinafter referred to as "the
Standalone Financial Statements").

In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid Standalone
Financial Statements give the information required by the
Companies Act, 2013 ("the Act") in the manner so required
and give a true and fair view in conformity with the Indian
Accounting Standards ("Ind AS") prescribed under Section
133 of the Act read with the Companies (Indian Accounting
Standard) Rules, 2015, as amended, ("the Rules") and other
accounting principles generally accepted in India, of the state
of affairs of the Company as at 31 March 2025, and its loss,
total comprehensive loss, its cash flows and changes in equity
for the year ended on that date.

Basis for Opinion

We conducted our audit of the Standalone Financial Statements
in accordance with the Standards on Auditing (SAs) specified
under Section 143(10) of the Act. Our responsibilities under those
Standards are further described in the Auditor''s Responsibility
for the Audit of the Standalone Financial Statements section of
our report. We are independent of the Company in accordance
with the Code of Ethics issued by the Institute of Chartered
Accountants of India ("ICAI") together with the ethical
requirements that are relevant to our audit of the Standalone
Financial Statements under the provisions of the Act and the
Rules made thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and
the ICAI''s Code of Ethics. We believe that the audit evidence
obtained by us is sufficient and appropriate to provide a basis for
our audit opinion on the Standalone Financial Statements.

Emphasis of Matter

a) We draw attention to Note No. 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.

b) 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 of the
related party and considering positive developments
w.r.t ongoing litigations as highlighted in the said note.
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 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
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.

Our opinion is not qualified in respect of above matter.

c) We draw attention to Note No. 48 of the Standalone
Financial Statements, which is related to the sale of
Company''s 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 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.

d) 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 in this regard.

Our opinion is not qualified in respect of above matter.

e) 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 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 a provision during the current year
ended 31 March 2025, based on the estimated maximum
amount to be spent, 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.

f) 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 of the subsidiary/ repayment of existing
debt towards PV Potluri Ventures Private Limited (erstwhile
Holding Company of HHT) and other related parties which
has been classified as Deemed Investments aggregating to
a total investment amount of Rs. 4,464.63 Lakhs. As stated
in the said note considering the future business projections
and estimated 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.

Our opinion is not qualified in respect of above matter.

Key Audit Matters

Key Audit Matters are those matters that, in our professional
judgment, were of most significance in our audit of the
Standalone Financial Statements of the current period.
These matters were addressed in the context of our audit
of the Standalone Financial Statements as a whole, and
in forming our opinion thereon, and we do not provide a
separate opinion on these matters. We have determined the
matters described below to be the key audit matters to be
communicated in our Report.

Key Audit Matter

Auditor''s Response

Revenue Recognition under Joint Development Agreements (JDAs) The Company being land owner, has entered into Joint Development Agreements (JDAs) on 23 March 2022 with Rainbow Foundations Limited ("Rainbow" or "Developer") to complete 6 towers wherein the Company shall provide the land and the Developer shall develop the incomplete towers. The Company shall receive 40% of revenue received on sale of flats in Project Chetna and 36% from Project Ekanta. During FY 2024-25, the Company has recognized revenue for first time amounting to Rs. 190.24 lakhs from the JDA with Rainbow by applying Ind AS 115 for recognition of revenue from real estate projects.

Principal audit procedures performed included the following: • Read the Company''s accounting policies relating to revenue recognition under JDAs and evaluated their compliance with Ind AS 115. • Read the JDA with Rainbow , including: • Reading and understanding key contract terms, project milestones; • Revenue arrangement between the land owner and Developer • Performance obligation of the developer and the land owner. • Refundable security deposit amount provided by the developer and the mode in which the security deposit shall be adjusted / refunded back to the developer.

Key Audit Matter	Auditor''s Response
The revenue from real estate projects in JDA is recognized at a	•	Read the executed sale deed evidencing the transfer of
point in time by the Company upon satisfying its performance		UDS or the property to the customer.
obligation as stated in the JDA i.e, upon transfer of Undivided	•	Obtained an understanding of the process, evaluated
share of land (UDS) to the customer which is - upon execution		the design, and tested the operating effectiveness of the
of sale deed or handover of possession of the residential unit to the customer whichever is earlier.		controls over revenue recognition.
	•	Reviewed the revenue MIS shared by the developer to land
Given the significant level of judgement involved and the		owner for the details of the flat sold, gross receipt from the
quantitative significance, we have determined this to be a key audit matter.		customer, land owner share etc.
	•	Evaluated the appropriateness and adequacy of related disclosures in the Standalone Financial Statements.
Revenue Recognition against sale of development rights by	Principal audit procedures performed included the following:
the Company	•	Read the Company''s accounting policies relating to revenue
The Company has entered into a JDA with Casagrand Builder		recognition and evaluated their compliance with Ind AS 115.
Private Limited ("Casagrand" or "Developer") on 27 June 2022	•	Read the JDA and supplementary JDA with
for development of additional 12 acres of land under an area¬ sharing model with 40% of the revenue share belonging to the		Casagrand , including:
Company. In accordance with terms of the JDA Agreement, Developer had		• Reading and understanding key contract terms, project milestones;
paid Rs. 3,000 Lakhs as an Interest Free Refundable Security		• Revenue arrangement between the land
Deposit ("IFSD"). As part of settling the IFSD, the Company		owner and Developer
had agreed for foregoing 6,900 sq.ft of land area from its 40%		• Performance obligation of the developer and
area-share for an amount of Rs. 1,500 Lakhs and the balance Rs.		the land owner.
1,500 Lakhs the same shall be adjusted with the future revenues/ cashflows.		• Refundable security deposit amount provided by the
		developer and the mode in which the security deposit
Further, as per the supplemental agreement entered between		shall be adjusted / refunded back to the developer.
Casagrand and the Company on 14 March 2025, Casagrand has	•	Assessed the appropriateness of the Company''s
adjusted Rs. 1,500 Lakhs towards the additional share of 6,900 Sq.ft.		accounting treatment of Rs. 1,500 lakhs recognised as
This amount of Security deposit adjusted is recognised as		revenue from Casagrand against 6,900 sq. ft. of land, in the
revenue during the FY 2023-24 in accordance with Ind AS 115		absence of formal registration i.e, sale deed, based on loss
• the performance obligation has been satisfied as the		of future economic benefit and contractual terms in the
Company contractually gave up all rights and future		supplementary agreement.
economic benefits associated with that portion of land i.e,	•	Evaluated the appropriateness and adequacy of related
6,900 sq ft, and Casagrand has obtained the corresponding benefit and control. • Further, Casagrand is now entitled to utilize and commercially exploit the additional land area, and the Company had no further enforceable rights, obligations, or liability to refund the adjusted amount. Given the significant level of judgement involved and the quantitative significance, we have determined this to be a key audit matter.		disclosures in the Standalone Financial Statements.
Assessment of impairment of investments in Subsidiaries	Principal audit procedures performed included the following:
The Company has entered into a Share Purchase Agreement	•	Read and evaluated the accounting policies with respect to
("SPA") dated 06 October 2023 with PV Potluri Ventures Private Limited and Humain Healthtech Private Limited ("HHT") for		impairment of the investments.
purchase of 100% of shares of HHT from PV Potluri Ventures	•	Examined the management assessment in determining
Private Limited, a related party for consideration which shall be discharged partly in cash and partly in shares of the Company.		whether any impairment indicators exist.

Key Audit Matter	Auditor''s Response
The consideration payable was as follows:	• Obtained Impairment Report provided by an independent registered valuer for determining the impairment value of the business of HHT and the valuer''s assessment associated with the determination of impairment value and performed the following procedures:
_ . . Amount Particulars (In Rs. Lakhs)
Total Valuation (A) 4,004.58	• Assessed the reasonableness of the valuation
Less: Debt outstanding towards related 1,754.98 party - PV Potluri Ventures Private Limited (B)	techniques and methodology considered by external valuer who has been appointed by the Management.
Total Consideration payable for 2,249.60 Acquisition of HHT (C)=(A)-(B) (Investment)	• Evaluated appropriateness of key assumptions provided by the management relating to forecasts of future Revenues, operating margins, and discount rates etc used in the Discounted Cash Flow (DCF) valuation with reference to our understanding of their business and historical trends; and comparing past projections with actual results, including discussions with management relating to these projections. • Compared the recoverable amount of the investment to the carrying value in books. • Evaluated the appropriateness and adequacy of related disclosures in the Standalone Financial Statements.
During the FY 2023-24 post acquisition the operations of HHT continued to face challenges such as significant reduction of actual sales and profit after tax, suspension of operations at one of its centers, attrition of employees etc. However, being the first year of acquisition and based on future business projections, estimated cash flows from HHT, synergy benefit and support intended to be provided by the Company, no provision had been created for impairment of investment in HHT for the year ended 31 March 2024.
During the FY 2024-25, the operations of HHT continued to face aforesaid challenges and based on identification of indicators of impairment, the Company has performed annual assessment of investment by obtaining a impairment analysis report from a independent registered valuer. Based on internal and external factors considered as stated above, an impairment loss of Rs. 669.69 lakhs has been determined and recognized as a provision for impairment of Investment in the standalone financial statements.
The Company''s evaluation of impairment of the investment involves comparison of their recoverable value to their corresponding carrying values. The Company used the discounted cash flow model to estimate recoverable values, which requires management to make estimates and assumptions related to forecasts of future revenues, operating margins, and discount rates.
Given the significant level of judgement involved and the quantitative significance, we have determined this to be a key audit matter.
Contingent Liability	Principal audit procedures performed included the following:
Over the years, the Company has received various demands and Show Cause Notices (SCN) w.r.t Income Tax (IT), Goods and Service Tax (GST), Securities and Exchange Board of India (SEBI) and Stamp Duty matter. The amount of such contingent liabilities disclosed in Note 40.1 of the Standalone Financial statements is Rs. 6,299.44 Lakhs. The Company has filed replies against the SCN and in cases where post the SCN, demand order has been served on the Company - Appeals have been filed which are pending adjudication with the appellate authorities. In certain cases, where the Company has received favourable order from the first level appellate authority, the respective regulatory authority could have filed an appeal with the subsequent appellate authority.	• Obtained an understanding of the management''s process for: • identification of legal and tax matters initiated against the Company; • assessment of accounting treatment for each such litigation identified under Ind AS 37, and for measurement of amounts involved.

Key Audit Matter	Auditor''s Response
Based on professional advice, the Company believes that it has a	•	Obtained an understanding of the nature of litigations
good case to support its stand and no provision is required to be		pending against the Company and discussed the key
created in any of the matters. For matters where the Company		developments during the year w.r.t litigations with
believes it does not stand a good chance, it has created provision		the management.
for contingency.	•	Obtained necessary SCN, reply filed, Demand order ,
The assessment of a provision or a contingent liability requires		appeals/ petitions filed at appellate/ judicial forum and
significant judgement by the management of the Company		reviewed the gist/ summary all the documents.
because of the inherent complexity in estimating the outcome.	•	We have also carried out the discussions with counsels/
The amount recognized as a provision is the best estimate of the		independent consultant appointed by the Company to
expenditure. The provisions and contingent liabilities are subject		assist in defending disputes/ litigations assess the possible
to changes in the outcomes of litigations and claims and the		outcome relating to disputes. We have also evaluated their
positions taken by the management of the Company.		independence, objectivity and competence. Additionally,
The Company has revisited its process of quantification of		involved the auditors independent tax expert to understand
contingent liability on a wholistic basis by assessing various		the current status of the Income Tax cases and review
accounting principles/ industry practices/ legal interpretations/		the management''s assessment of the possible outcome
judicial pronouncements and guidance provided by		of the disputes.
professional bodies. Given the significant level of judgement involved and the quantitative significance, we have determined this to be a key audit matter.	•	Monitored developments on existing litigations and new litigations, to ensure that the tax provisions/ contingent liability have been appropriately adjusted to reflect the latest external developments and their potential material impact on the amounts recorded or disclosed in the financial statements.
	•	Evaluated the appropriateness and adequacy of related disclosures in the Standalone Financial Statements.

Information Other than the Standalone Financial
Statements and Auditor''s Report Thereon

• The Company''s Board of Directors is responsible for
the other information. The other information comprises
the information included in the Board''s Report including
Annexures thereto, Management Discussion and Analysis,
Report on Corporate Governance and Chairman''s
Statement but does not include the Standalone Financial
Statements and our auditor''s report thereon.

• Our opinion on the Standalone Financial Statements does
not cover the other information and we do not express
any form of assurance conclusion thereon.

• In connection with our audit of the Standalone Financial
Statements, our responsibility is to read the other
information and, in doing so, consider whether the other
information is materially inconsistent with the Standalone
Financial Statements, or our knowledge obtained during
the course of our audit or otherwise appears to be
materially misstated.

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

Management''s Responsibility for the Standalone
Financial Statements

The Company''s Board of Directors is responsible for the
matters stated in Section 134(5) of the Act with respect to
the preparation of these Standalone Financial Statements
that give a true and fair view of the financial position, financial
performance including other comprehensive income, cash
flows and changes in equity of the Company in accordance
with the Ind AS and accounting principles generally accepted
in India under Section 133 of the Act read with relevant
rules issued thereunder. This responsibility also includes
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding of the assets
of the Company and for preventing and detecting frauds and
other irregularities; the selection and application of appropriate
accounting policies; making judgments and the estimates that
are reasonable and prudent; and the design, implementation
and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant to the
preparation and presentation of the Standalone Financial
Statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.

In preparing the Standalone Financial Statements, Management
and Board of Directors are responsible for assessing the
Company''s ability to continue as a going concern, disclosing,

as applicable, matters related to going concern and using
the going concern basis of accounting unless the Board of
Directors either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the
Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the
Standalone Financial Statements

Our objectives are to obtain reasonable assurance about
whether the Standalone Financial Statements as a whole
are free from material misstatement, whether due to fraud
or error, and to issue an Auditor''s report that includes our
opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic
decisions of users taken on the basis of these Standalone
Financial Statements.

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional skepticism
throughout the audit. We also:

• Identify and assess the risks of material misstatement
of the Standalone Financial Statements, whether due
to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that
is sufficient and appropriate to provide a basis for our
opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of
internal control.

• Obtain an understanding of internal financial control
relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under Section
143(3)(i) of the Act, we are also responsible for expressing
our opinion on whether the Company has adequate
internal financial controls with reference to Standalone
Financial Statements in place and the operating
effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and
related disclosures made by Management.

• Conclude on the appropriateness of Management''s use
of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that
may cast significant doubt on the Company''s ability to
continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention
in our auditor''s report to the related disclosures in the

Standalone Financial Statements or, if such disclosures
are inadequate, to modify our opinion. Our conclusions
are based on the audit evidence obtained up to the
date of our auditor''s report. However, future events or
conditions may cause the Company to cease to continue
as a going concern.

• Evaluate the overall presentation, structure and content
of the Standalone Financial Statements, including the
disclosures, and whether the Standalone Financial
Statements represent the underlying transactions and
events in a manner that achieves fair presentation.

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

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

We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we identify
during our audit.

We also provide those charged with governance with a
statement that we have complied with relevant ethical
requirements regarding independence, and to communicate
with them all relationships and other matters that may
reasonably be thought to bear on our independence, and
where applicable, related safeguards.

From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the Standalone Financial Statements
of the current period and are therefore the key audit matters.
We describe these matters in our auditor''s report unless law
or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a
matter should not be communicated in our report because
the adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits of
such communication.

Report on Other Legal and Regulatory
Requirements

1. As required by ''the Companies (Auditor''s Report) Order
2020 ("the Order") issued by the Central Government of
India in terms of Section 143(11) of the Act, we give in the
"Annexure A" statement on the matters specified in the
paragraph 3 and 4 of the order.

2. As required by Section 143 (3) of the Act, based on our

audit we report, to the extent applicable that:

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

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

c) The Standalone Balance Sheet, the Standalone
Statement of Profit and Loss including Other
Comprehensive Income, the Standalone Statement
of Cash Flows and the Standalone Statement of
Changes in Equity dealt with by this Report are in
agreement with the books of account.

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

e) On the basis of written representations received
from the directors as on 31 March 2025, taken on
record by the Board of Directors, except for the
following, none of the directors are disqualified as on
31 March 2025 from being appointed as a director in
terms of Section 164(2) of the Act.

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

Also refer Note 57(n) of the Standalone
Financial Statements.

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

g) With respect to the adequacy of the Internal Financial
Control over Financial Reporting of the Company and
operating effectiveness of such controls, refer to our
separate report in "Annexure B". Our report expresses
a Qualified opinion on the adequacy and operating
effectiveness of the Company''s internal financial controls
over financial reporting for the reasons stated therein.

h) With respect to the other matters to be included
in the Auditor''s Report in accordance with the
requirements of section 197(16) of the Act, as
amended, in our opinion and to the best of our
information and according to the explanations given

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

The Company has proposed to pay remuneration
of Rs. 500 Lakhs to Mr. Prasad V. Potluri, Managing
Director, for the FY 2024-25. In accordance with
the provisions of Sections 197 and 198 of the Act,
the Company has incurred a loss for the said year;
accordingly, the remuneration is determined based
on the Effective Capital as prescribed under Schedule
V to the Act. The proposed remuneration is subject
to approval of the shareholders by way of a special
resolution in the upcoming Annual General Meeting
to be held in FY 2025-26. As at 31 March 2025, the
Company has accrued the remuneration expense
in the books of account. However, no payment has
been made to the Managing Director. Refer Note 53
to the Standalone Financial Statements.

i) With respect to the other matters to be included
in Auditor''s Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014, in
our opinion and to the best of our information and
according to the explanations given to us:

i. The Company has disclosed the impact of
pending litigations as at 31 March 2025 on its
financial position in its Standalone Financial
Statements (Refer Note 40 to the Standalone
Financial Statements);

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

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

iv. a) The Management has represented that,

to the best of its knowledge and belief,
no funds have been advanced or loaned
or invested (either from borrowed funds
or share premium or any other sources
or kind of funds) by the Company to or
in any other person or entity, including
foreign entity ("Intermediaries"), with
the understanding, whether recorded in
writing or otherwise, that the Intermediary
shall, whether, directly or indirectly lend or
invest in other persons or entities identified
in any manner whatsoever by or on behalf
of the Company ("Ultimate Beneficiaries")
or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries;

b) The Management has represented, that,
to the best of its knowledge and belief, no
funds have been received by the Company
from any person or entity, including

foreign entity ("Funding Parties"), with
the understanding, whether recorded in
writing or otherwise, that the Company
shall, whether, directly or indirectly, lend
or invest in other persons or entities
identified in any manner whatsoever by or
on behalf of the Funding Party ("Ultimate
Beneficiaries") or provide any guarantee,
security or the like on behalf of the
Ultimate Beneficiaries;

c) Based on the audit procedures that
have been considered reasonable and
appropriate in the circumstances, nothing
has come to our notice that has caused
us to believe that the representations
provided under sub-clause (i) and (ii) of
Rule 11(e), as provided under (a) and (b)
above, contain any material misstatement.

v. The Board has not declared any dividend
during the year. Hence, reporting on whether
the same is in compliance with the provisions
of section 123 of the Act does not arise.

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

For PSDY & Associates

Chartered Accountants
Firm Registration Number: 010625S

Yashvant G

Partner

Date: 20 August 2025 Membership Number: 209865

Place: Chennai UDIN: 25209865BMIDBK4502

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Mar 31, 2024

PVP Ventures Limited

Report on the Audit of the Standalone Financial StatementsOpinion

We have audited the accompanying Standalone Financial Statements of PVP Ventures Limited (hereinafter referred to as "the Company"), which comprise the Balance Sheet as at 31 March 2024, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity, for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "the Standalone Financial Statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Financial Statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards ("Ind AS") prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standard) Rules, 2015, as amended, ("the Rules") and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2024, and its profit, total comprehensive income, its cash flows and changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibility for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("ICAI") together with the ethical requirements that are relevant to our audit of the Standalone Financial Statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the Standalone Financial Statements.

Emphasis of Matter

a) We draw attention to Note No. 51 & 52 of the Standalone Financial Statements w.r.t the interest free secured loan

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

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

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

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

Our opinion is not modified in respect of above matter.

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

Our opinion is not modified in respect of above matter.

c) We draw attention to Note No. 50 of the Standalone Financial Statements, w.r.t acquisition of Humain Healthtech Private Limited ("HHT") from PV Potluri Ventures Private Limited ("PV Potluri"), related party of the Company for an amount of Rs. 2,249.60 Lakhs. As stated in the said note considering the future business

projections, estimated cash flows of the subsidiary and the support intended to be provided by the Company, the Management believes that no impairment is required to be provided against the aforesaid investment.

Our opinion is not modified in respect of above matter.

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

Our opinion is not modified in respect of above matter.

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

Our opinion is not modified in respect of above matter.

f) We draw attention to Note No. 40.1(ii) of the Standalone Financial Statements w.r.t non-remittance of Income Tax liability for the financial year 2022-23 on account of challenges related to working capital and the corresponding interest cost accounted in the year ended

31 March 2024. However, the Management believes that the payment of outstanding tax liability along with the interest will be made upon receipt of advances from other joint developers/ receipt of interest free security deposit from a joint developer.

Our opinion is not modified in respect of above matter.

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

Our opinion is not modified in respect of above matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone Financial Statements of the current period. These matters were addressed in the context of our audit of the Standalone Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our Report.

Key Audit Matter		Auditor''s Response
Acquisition of Subsidiary The Company has entered into a Share Purchase Agreement ("SPA") dated 06 October 2023 with PV Potluri Ventures Private Limited ("PV Potluri") and Humain Healthtech Private Limited ("HHT") for purchase of 100% of shares of HHT from PV Potluri, a related party for consideration which shall be discharged partly in cash and partly in shares of the Company. The consideration payable are as follows:		Principal audit procedures performed included the following: • Obtained an understanding of the terms and conditions of the Share Purchase Agreement and mode of the consideration transferred. • Obtained the Board Resolution passed at the Board Meeting approving the acquisition of HHT from PV Potluri. • Obtained Valuation Report provided by an independent
Particulars Amount (Rs. in Lakhs)		registered valuer for determining the valuation of business of HHT and the valuer''s assessment associated with the determination of valuation of business of HHT and performed the following procedures: » Conducted meetings and discussions with key Management to identify factors, if any, that should be taken into account in the analysis. » Assessed the reasonableness of the valuation methodology considered by external valuer, appointed by the Management. » Evaluated the valuer''s assumptions used in determining the valuation of business of HHT.
Total Valuation (A)	4,004.58
Less: Debt outstanding towards related party - PV Potluri (B)	1,754.98
Total Consideration payable for Acquisition of HHT (C=A-B) (Investment)	2,249.60
Consideration payable in Cash (D)	691.80
Consideration paid by issue of Equity Shares of the Company (E=C-D)	1,557.80
As at the year ended 31 March 2024, the operations of HHT continue to face challenges such as significant reduction of actual sales and profit after tax, suspension of operations at one of its centers, etc.

Key Audit Matter	Auditor''s Response
However, being the first year of acquisition and based on	•	Performed comparison between the projected numbers
future business projections, estimated cash flows from HHT,		for the year ended 31 March 2024 in the valuation report
synergy benefit and support intended to be provided by the		obtained at the time of acquisition and actual numbers
Company, no provision has been created for impairment of		of HHT for year ended 31 March 2024 to assess the
investment in HHT for the year ended 31 March 2024.		reasonability of the estimate used for the valuation.
Given the significant level of judgement involved and the	•	Assessed the reasonableness of the Management
quantitative significance, we have determined this to be a		estimates and judgements used for preparation of future
key audit matter.		projections/ cash flow, business plans of HHT based on situations prevailing as at 31 March 2024.
	•	Evaluated the appropriateness and adequacy of related disclosures in the Standalone Financial Statements.
Recoverability of Loan advanced to New Cyberabad City	Principal audit procedures performed included the
Projects Private Limited	following:
The Company had invested in 24,832; 22% Secured	•	Obtained and reviewed the Debenture Subscription
Redeemable Non-Convertible Debentures ("NCD") of Rs.		Agreement to understand the terms and conditions of
100,000 each issued by NCCPL, erstwhile subsidiary and		the NCD issuance, and the subsequent loan agreement
currently a related party of the Company.		detailing the conversion of the NCDs into a secured loan.
On 16 March 2015 the said investment of Rs. 24,832 lakhs in	•	Examined the charge documents filed and deposit of
debentures was converted to an interest free secured loan.		title deeds for the land given as security.
The loan was secured against the land and land development rights available with NCCPL which was originally repayable on 31 March 2017. Subsequently, the repayment period was extended by 10 years to 31 March 2027. A further extension of 1 year until 31 March 2028 was granted vide supplementary agreement dated 07 February 2024. The outstanding loan	•	Conducted discussions with the Management w.r.t NCCPL''s plans to monetise the land bank by means of development of residential/ commercial properties and performed the physical verification of land/ properties in the vicinity.
amount as on 31 March 2024 is Rs. 21,843.49 Lakhs.	•	Assessed the reasonableness of Management''s estimates
There are various challenges associated with the enforceability and market value of security resulting in challenges in recoverability of the loan advanced.		in determining the recoverable amount of the land by comparing the market value of a nearby land serving as a proxy to the land with development rights held by NCCPL.
Considering NCCPL''s business plans to monetise the land banks by developing residential/ commercial properties, availability of market value of proxy land in the vicinity of the land over which development rights are available with	•	Obtained and reviewed the professional opinion obtained by the Company for non-applicability of provisions of Section 186 of the Act.
NCCPL, the Management believes that the amounts are fully	•	Obtained and reviewed Management Note on the
recoverable and there is no necessity to create an allowance		ongoing legal cases with Securities and Exchange Board
for expected credit loss.		of India ("SEBI") and Enforcement Directorate ("ED") w.r.t current status, recent developments etc. in relation to the land over which development rights are available with NCCPL as security for the loan advanced by the Company.
	•	Assessed the reasonableness of the Management estimates and judgements used for determination of discount rate, tenor of loan for the purpose of accounting as per Ind AS - 109.
	•	Evaluated the appropriateness and adequacy of related disclosures in the Standalone Financial Statements.

Key Audit Matter		Auditor''s Response
Recoverability of Sale Consideration from Picture House Principal audit procedures performed included the following: Media Limited • Obtained an understanding of the terms and conditions The Company has entered into a SPA dated 06 October of the Share Purchase Agreement and mode of the 2023 with PHML, erstwhile subsidiary and currently a related consideration transferred. party for the Company, for sale of its 100% stake i.e. 81% • Obtained the Board Resolution passed at the Board held by it in its subsidiary NCCPL for consideration payable Meeting approving the sale of NCCPL to PHML. in cash determined based on the valuation report under Rule 11UA of the Income Tax Rules, 1962 obtained from • Obtained Valuation Report provided by an independent an independent registered valuer. The total consideration registered valuer for determining the valuation of business received / receivable from PHML for sale of NCCPL has been of NCCPL and the valuer''s assessment associated with summarised below: the determination of valuation of business of NCCPL and performed the following procedures:
Particulars	Amount (Rs. in Lakhs)	» Conducted meetings and discussions with key Management to identify factors, if any, that should be taken into account in the analysis. » Assessed the reasonableness of the valuation methodology considered by external valuer, appointed by the Management. » Evaluated the valuer''s assumptions used in determining the valuation of business of NCCPL. • Conducted discussions with the Management w.r.t NCCPL''s plans to monetise the land bank by means of development of residential/ commercial properties • Assessed the reasonableness of the Management estimates and judgements used for preparation of future projections/ cash flows of NCCPL from the planned developments as well as used for determination of discount rate, tenor for the purpose of accounting as per Ind AS - 109. • Evaluated the appropriateness and adequacy of related disclosures in the Standalone Financial Statements.
Total Consideration for sale of NCCPL Consideration received upto 31 March 2024 Consideration receivable from PHML	3,256.44
	376.44
	2,880.00
PHML along with its subsidiaries (PVP Cinema Private Limited and PVP Capital Limited) have a negative net worth, incurring continuing losses and other related factors indicating the existence of material uncertainty that will cast significant doubt on PHML''s ability to continue as a going concern. However, considering NCCPL''s business plans to monetise the land banks by developing residential/ commercial properties, availability of market value of proxy land in the vicinity of the land over which development rights are available with NCCPL, estimated future cash flows which will be repatriated to PHML (Company of NCCPL). Based on this, the Management believes that it will be able to recover the sale consideration from PHML within the tenor of 10 years. The Company has carried the consideration receivable at amortized cost as at 31 March 2024 in accordance with the requirements of Ind AS-109 - Financial Instruments. Given the significant level of judgement involved and the quantitative significance, we have determined this to be a key audit matter.

Information Other than the Standalone Financial Statements and Auditor''s Report Thereon

¦ The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Management discussion and analysis, Board''s Report including annexures to Board''s Report and Report on Corporate Governance but does not include the Standalone Financial Statements and our auditor''s report thereon. The Management Discussion and Analysis, Boards'' report including the Annexures to the Board Report and Corporate Governance are expected to be made available to us after the date of this auditor''s report.

¦ Our opinion on the Standalone Financial Statements does not cover the other information and we will not express any form of assurance conclusion thereon.

¦ In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

¦ When we read the information included in the Management Discussion and Analysis, Board''s Report including the Annexures to the Board Report and

Report on Corporate Governance, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance as required under SA 720 ''The Auditor''s responsibilities Relating to Other Information''.

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these Standaione Financiai Statements that give a true and fair view of the financiai position, financiai performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Ind AS and accounting principies generally accepted in India under Section 133 of the Act read with relevant rules issued thereunder. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and the estimates that are reasonabie and prudent; and the design, impiementation and maintenance of adequate internal financiai controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standaione Financiai Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Standaione Financiai Statements, Management and Board of Directors are responsibie for assessing the Company''s abiiity to continue as a going concern, disciosing, as appiicabie, matters reiated to going concern and using the going concern basis of accounting uniess the Board of Directors either intends to iiquidate the Company or to cease operations, or has no reaiistic aiternative but to do so.

The Board of Directors are aiso responsibie for overseeing the Company''s financiai reporting process.

Auditor''s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonabie assurance about whether the Standaione Financiai Statements as a whoie are free from materiai misstatement, whether due to fraud or error, and to issue an Auditor''s report that inciudes our opinion. Reasonabie assurance is a high ievei of assurance, but is not a guarantee that an audit conducted in accordance with SAs wiii aiways detect a materiai misstatement when it exists. Misstatements can arise from fraud or error and are considered materiai if, individuaiiy or in the aggregate, they couid reasonabiy be expected to influence the economic decisions of users taken on the basis of these Standaione Financiai Statements.

As part of an audit in accordance with SAs, we exercise professionai judgment and maintain professionai skepticism throughout the audit. We aiso:

¦ Identify and assess the risks of materiai misstatement of the Standaione Financiai Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a materiai misstatement resuiting from fraud is higher than for one resuiting from error, as fraud may invoive coiiusion, forgery, intentionai omissions, misrepresentations, or the override of internai controi.

¦ Obtain an understanding of internai financiai controi reievant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are aiso responsibie for expressing our opinion on whether the Company has adequate internai financiai controis with reference to Standaione Financiai Statements in piace and the operating effectiveness of such controis.

¦ Evaiuate the appropriateness of accounting poiicies used and the reasonabieness of accounting estimates and reiated disciosures made by Management.

¦ Conciude on the appropriateness of Management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a materiai uncertainty exists reiated to events or conditions that may cast significant doubt on the Company''s abiiity to continue as a going concern. If we conciude that a materiai uncertainty exists, we are required to draw attention in our auditor''s report to the reiated disciosures in the Standaione Financiai Statements or, if such disciosures are inadequate, to modify our opinion. Our conciusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

¦ Evaiuate the overaii presentation, structure and content of the Standaione Financiai Statements, inciuding the disciosures, and whether the Standaione Financiai Statements represent the underiying transactions and events in a manner that achieves fair presentation.

Materiaiity is the magnitude of misstatements in the Standaione Financiai Statements that, individuaiiy or in aggregate, makes it probabie that the economic decisions of a reasonabiy knowiedgeabie user of the Standaione Financiai Statements may be influenced. We consider quantitative materiaiity and quaiitative factors in (i) pianning the scope of our audit work and in evaiuating the resuits of our work; and (ii) to evaiuate the effect of any identified misstatements in the Standaione Financiai Statements.

We communicate with those charged with governance regarding, among other matters, the pianned scope and timing of the audit and significant audit findings, inciuding

any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by ''the Companies (Auditor''s Report) Order 2020 ("the Order") issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the "Annexure A" statement on the matters specified in the paragraph 3 and 4 of the order.

2. As required by Section 143 (3) of the Act, based on our audit we report, to the extent applicable that:

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

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

c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss including Other Comprehensive Income, the Standalone Statement of Cash Flows and the Standalone Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

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

e) On the basis of written representations received from the directors as on 31 March 2024, taken on record by the Board of Directors, except for the following, none of the directors are disqualified

as on 31 March 2024 from being appointed as a director in terms of Section 164(2) of the Act.

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

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

g) With respect to the adequacy of the Internal financial control over financial reporting of the Company and operating effectiveness of such controls, refer to our separate report in "Annexure B". Our report expresses a unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.

h) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of Section 197 of the Act.

i) With respect to the other matters to be included Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations as at 31 March 2024 on its financial position in its Standalone Financial Statements (Refer Note 39 to the Standalone Financial Statements);

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

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

iv. a) The Management has represented that,

to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or

invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b) The Management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company from any person or entity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations provided under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. The Board has not declared any dividend during the year. Hence, reporting on whether the same is in compliance with the provisions of section 123 of the Act does not arise.

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

For PSDY & Associates

Chartered Accountants Firm Registration Number: 010625S

Yashvant G

Partner

Date : 19 July 2024 Membership Number: 209865

Place : Chennai UDIN: 24209865BKGEEA1205

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Mar 31, 2023

We have audited the standalone financial statements of PVP Ventures Limited ("the Company"), which comprise the Balance Sheet as at 31 March 2023, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "the Standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in Basis of Qualified Opinion section below, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards ("Ind AS") specified under Section 133 of the Act read with the Companies (Indian Accounting Standard) Rules, 2015, as amended, (''the Rules") and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2023, and its Profit, total comprehensive income, its cash flows and changes in equity for the year ended on that date.

Basis for Qualified Opinion

a) We draw attention to Note no. 43 of the Standalone financial statements which describes that the Company had not created any provision for expected credit loss in the prior years towards the guarantee provided w.r.t loan availed by one of the subsidiaries, i.e., PVP Capital Limited from a bank. The aforesaid guarantee has been invoked in the current year. This is contrary to the requirements of Indian Accounting Standard - 109 - Financial instruments prescribed under the Rules. This has led to overstatement of previous year profits, understatement of current year profits and overstatement of retained earnings as at 1 April 2021 and 1 April 2022. However, we are unable to quantify the amounts on account of non-availability of management estimate of provisioning and related approvals/documentation etc. In the absence of the same, the Management has not performed a restatement of the previous year financial statements as required under Ind AS 8 - "Accounting Policies, Changes in Accounting Estimates and Errors".

b) We draw attention to Note no. 48 of the Standalone financial statements, which explains that the Company is in the process of assessing its compliances under the Regulations of Foreign Exchange Management Act, 1999 and in the process of filing the required documents/condonation or compounding applications as may be required with the designated authority in connection with certain transactions with foreign parties relating to issuance/transfer/change of terms of convertible debentures. As stated in the said note, the Management is confident of completing all the required formalities and obtaining the required approval/ratification from the designated authority and there would be no material impact on the financial statements. However pending completion of the formalities and the receipt of required approvals from the designated authority, we are unable to comment on the impact arising out of the same on the financial statements for the year ended 31 March 2023 including the consequential effects thereof.

c) We draw attention to Note no. 49 of the Standalone financial statements, which explains that the Company is in the process of assessing its compliances under the Act and the SEBI (Listing Obligation and Disclosure Requirements, Regulations) 2015 ("SEBI Regulations") and the corrective action required w.r.t. the exceptions/qualifications highlighted by the secretarial auditor in their report for the year ended 31 March 2022. The Company is in the process of filing the required documents / condonation /compounding / adjudication of penalty applications as may be required with the designated authority. As stated in the said note, the Management is confident of completing all the required formalities and obtaining the required approval/ratification from the designated authority and there would be no material impact on the financial statements. However pending completion of the formalities and the receipt of required approvals from the designated authority, we are unable to comment on the impact arising out of the same on the financial statements for the year ended 31 March 2023 including the consequential effects thereof.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibility for the Audit of the Standalone Financial Statement section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("ICAI") together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence by us is sufficient and appropriate to provide a basis for our qualified opinion on the standalone financial statements.

Emphasis of Matter

a) We draw attention to Note no. 30 of the Standalone financial statements w.r.t. exceptional gain (net) amounting to Rs. 6,870.67 lakhs dealing with the Waiver of Principal & Interest on the NonConvertible Debentures / Convertible Debentures, corporate guarantee invoked towards obligation of subsidiary Company and provision for doubtful Advances to subsidiary.

Our opinion is not modified in respect of above matter.

b) We draw attention to Note no. 42(b) of the Standalone financial statements which deals with waiver / accounting of Interest on Convertible Debentures (CDs). While the interest upto the period ended 30 June 2022 has been waived off, the management believes with transfer of CDs from one holder to another on 4 November 2022 and execution of the relevant documents (Form SH-4) as required under the Act, all the rights and obligations of the Company cease to exist w.r.t previous debenture holder and hence has not accrued interest amounting to Rs. 252.26 lakhs for the period 1 July 2022 to 4 November 2022, based on the understanding / arrangement with the parties.

Our opinion is not modified in respect of above matter.

c) We draw attention to Note no. 35 of the Standalone financial statements on various appeals that have been filed w.r.t Income Tax matters and are pending adjudication with the appellate authorities. The Company has been advised that it has a good case to support its stand hence does not warrant any provision in this regard.

Our opinion is not modified in respect of above matter.

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matters described in the Basis for Qualified Opinion section of our report, we have determined the matters described below to be the key audit matters to be communicated in our Report.

Contingent Liabilities in relation to Tax Litigations and Other Statutory Litigations

Key Audit Matter

Auditor

Adoption of New Income Tax Regime and Significant transactions having Tax impact With effect from financial year 2019-2020, the Income Tax Act, 1961 (''the IT Act'') provides an option of paying income taxes at a lower rate subject to complying with certain prescribed conditions. During the year ended 31 March 2023, the Company opted to pay tax under Section 115BAA of the IT Act (''new tax regime''). In accordance with the new tax regime, the Company is not entitled to carry forward Minimum Alternate Tax (MAT) credit recognized in accordance with Section 115JB of the IT Act and consequently reversed the MAT Credit recognised in the books as on 31 March 2022 as a part of deferred tax expense recognised in the Standalone Statement of Profit and Loss for the year ended 31 March 2023. This amount is considered to be significant. The determination of the point in time at which the Company would shift to the new tax regime involved significant judgement and estimation regarding forecasting future taxable profits and realisation of MAT credit entitlement (an item of deferred tax asset). Since the impact of remeasurement of deferred tax assets as stated above was sensitive to these judgements and estimates, it affects the amount of deferred tax assets that are reversed in the standalone statement of profit and loss of the current year. During the year ended 31 March 2023, Corporate Guarantee given by the Company to a Bank had been invoked for loans availed by one of the step-down subsidiaries i.e., PVP Capital Limited (PVPCL). In

Principal audit procedures performed: Examined the implications of the proposed tax regime to be adopted on the provision for tax of the Company. Reviewed the Management assessment w.r.t. cost benefit analysis under the new tax regime based on our knowledge of the business. Understood and evaluated the design and tested operating effectiveness of Company''s controls w.r.t. estimations, recognition of deferred tax assets, recoverability of MAT credit and review by senior management. Obtained and reviewed the legal opinion obtained by the Company for claiming corporate guarantee as a business expenditure. Evaluated the appropriateness and adequacy of related disclosures in the standalone financial statements.

Key Audit Matter		Auditor
accordance with legal opinion obtained by the Management, the amount paid to the bank on behalf of PVPCL has been claimed as business expenditure by the Company under Section 37 of the IT Act. Given the significant level of judgement involved and the quantitative significance, we have determined this to be a key audit matter.
Provision for Investments in Subsidiaries The Company has made equity investments in the subsidiaries as follows as at 31 March 2023:		Principal audit procedures performed: Understood and evaluated the design and tested operating effectiveness of Company''s controls to assess the carrying value of its investments in subsidiaries and expected credit losses. Evaluated the appropriateness of the approach selected by the management to determine the recoverable amount. Obtained the audited standalone financial statements of the subsidiaries for the year ended 31st March 2023 and evaluated their financial performance. Reviewed the audit report of the subsidiaries provided by the Component auditors to assess material uncertainties w.r.t. going concern. Evaluated the adequacy of the disclosures made in the Standalone Financial Statements.
Particulars	Amount (in Lakhs)
Investments (a)	55,685.96
Loans (b)	61,707.49
Total (c = a b)	117,393.45
Less: Provision (d)	95,365.75
Carrying Value (e = c - d)	22,027.70
The Company has also provided loans and advances to these subsidiaries which have been treated as ''deemed investments'' in the absence of any repayment schedule. This has been treated as an equity infusion by the Company to provide support to the subsidiary Companies. As at the year ended 31 March 2023, the net worth of most of the subsidiaries stand substantially eroded and the Auditor of most of the subsidiaries have highlighted uncertainty w.r.t. going concern of the respective subsidiaries which indicates potential impairment of investment in those subsidiaries along with loans and advances given to such subsidiaries. In the current financial year, the Company has provided for an amount of Rs. 9,862.09 lakhs (included as exceptional item in the Statement of Profit and Loss) (Refer Note no. 30 to Standalone Financial Statements). Evaluation of provisioning to be made against investment in subsidiaries is considered as a key audit matter as it requires significant management judgement and estimates in addition to consideration of economic and entity specific factors in determination of the recoverable value used in

Key Audit Matter	Auditor
assessment such as projected cash flows, and might be affected by changes in economic conditions.
Accounting of Non-	Principal audit procedures performed:
The Company had issued 1215 listed	•	Examined the Debenture Trust Deed to
in two tranches :		understand the terms and conditions of the
- Tranche A - 386 Debentures		issuance and redemption of NCD''s.
- Tranche B - 829 Debentures	•	Tested the design, implementation and
During the year, the Company redeemed the Non-		operating effectiveness of the Company''s
Convertible Debentures in its entirety after extensions		key controls in relation to accounting of
and obtaining waiver.		waiver of principal & Interest and repayment of principal.
The Company has paid Rs. 11,778.5 lakhs towards principal payments of Tranche A & B as on 31 March	•	Obtained and evaluated the supporting
2023 and entered into a One Time Settlement with		document received w.r.t the waiver of
debenture holder for waiver of principal amounting to		principal & interest.
Rs. 371.5 lakhs (Tranche B) and interest accrued of Rs. 7,445.54 lakhs (Tranche A & B) which is classified as an	•	Examined the documents obtained from the
exceptional item.		Debenture trustee and filed with the Stock Exchange for redemption of Debentures.
Given the significance of the amount involved, we have determined this to be a key audit matter.	•	Evaluated the appropriateness and adequacy of accounting and related disclosures in the standalone financial statements.
and	Principal audit procedures performed:
accounting of corresponding Interest	•	Examined the Subscription Agreement along
The Company had allotted 13,289 Convertible		with the Merger order to understand the
debentures (CD''s) of Rs.1,00,000 each redeemable /		terms and conditions of the issuance and
convertible into equity shares at Rs. 204 each as per scheme of amalgamation dated 25 April 2008,		conversion of CD''s.
sanctioned by Honorable High Court of Madras	•	Tested the design, implementation and
between SSI Limited and the Company.		operating effectiveness of the Company''s key controls in relation to accounting of
The interest outstanding on 30 June 2022, was Rs		waiver of interest and conversion request.
3,807.74 lakhs against which waiver was obtained from the CD Holder by virtue of a One Time Settlement in	•	Obtained and examined the supporting
August 2022.		document w.r.t the waiver of principal & interest and request for conversion of CD
The Debenture Holder has exercised the option to		received.
convert the outstanding CD''s (5,000 Nos of Rs. 1 Lakhs each) into equity shares of the Company vide letter	•	Read the minutes of the meetings of the
dated 19 April 2023 which was subsequently approved		Board of Directors and verified the approval
in the board meeting held on 28 April 2023.		of board for conversion into equity shares.

Key Audit Matter	Auditor
Given the significance of the amount involved, we have determined this to be a key audit matter.	Evaluated the appropriateness and adequacy of accounting and related disclosures in the standalone financial statements.

Information Other than the Standalone Financial Statements and Auditor''s Report Thereon

• The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the management discussion and analysis, Board''s Report including annexures to Board''s Report and Report on Corporate Governance but does not include the standalone financial statements and our auditor''s report thereon. The Management Discussion and Analysis, Boards report including the Annexures to the Board Report and Corporate Governance are expected to be made available to us after the date of this auditor''s report.

• Our opinion on the standalone financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

• In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

• When we read the information included in the Management Discussion and Analysis, Board''s report including the Annexures to the Board Report and Corporate Governance, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance as required under SA 720 ''The Auditor''s responsibilities Relating to Other Information''.

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act read with relevant rules issued thereunder. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and the estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Auditor''s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matters

The comparative financial information of the Company for the year ended 31 March 2022 have been audited by the predecessor auditor. The report of the predecessor Auditor on the comparative financial information dated 25 May 2022 expressed a qualified opinion.

Our opinion is not modified in respect of above matter.

Report on Other Legal and Regulatory Requirements

1. As required by ''the Companies (Auditor''s Report) Order 2020 ("the Order") issued by the Central

Government of India in terms of Section 143(11) of the Act, we give in the "Annexure A" statement on

the matters specified in the paragraph 3 and 4 of the order.

2. As required by Section 143 (3) of the Act, based on our audit we report, that:

a) We have sought and except for the matter(s) described in the Basis for Qualified Opinion section above, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

b) Except for the possible effects of the matter(s) described in the Basis for Qualified Opinion section above, in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss including Other Comprehensive Income, the Standalone Statement of Cash Flows and the Standalone Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

d) Except for the effects of the matter described in the Basis for Qualified Opinion section above, in our opinion, aforesaid Standalone Financial Statements comply with the Indian Accounting Standards specified under Section 133 of the Act

e) The matter described in the Basis for Qualified Opinion section above, in our opinion, may have an adverse effect on the functioning of the Company.

f) The Board had obtained an extension till 30 June 2022 from the debenture holder vide letter dated 24 May 2022 and believes that the same is with retrospective effect from the date of original scheduled date of repayment as highlighted in Note No. 42(a) & 42(b) to the Standalone financial statements due to which there is no delay as regards repayment of debenture and interest thereon and consequently disqualification under Section 164(2)(b) of the Act is not attracted. Further based on written representations received from the directors as on 31 March 2023 the Board has taken on record that none of the directors are disqualified.

In our opinion considering the defaults continuing for more than one year in redeeming the debentures and repayment of interest as per the original schedule of redemption / payment and no waiver/extension being available as on the respective due dates as per the repayment schedule, all the directors are disqualified from being appointed as a director in terms of Section 164(2) of the Act.

g) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion section above.

h) With respect to the adequacy of the Internal financial control over financial reporting of the Company and operating effectiveness of such controls, refer to our separate report in "Annexure B" Our report expresses a Qualified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting for the reasons stated therein.

i) With respect to the other matters to be included in the Auditors'' report in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, no remuneration was paid to the directors during the year.

j) With respect to the other matters to be included Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations as at 31 March 2023 on its financial position in its Standalone Financial Statements - Refer Note no. 35 to the Standalone Financial Statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

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

iv. a) The Management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b) The Management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company from any person or entity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations provided under sub-clause (a) and (b) above, contain any material misstatement.

v. The Board has not declared any dividend during the year. Hence, reporting on whether the same is compliance with the provisions of section 123 of the Act does not arise.

vi. As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 w.r.t. maintenance of audit trail is applicable for the Company only with effect from 1 April 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is not applicable for the current financial year.

For PSDY & Associates

Chartered Accountants Firm Registration Number: 010625S

YashvantG

Partner

Membership Number: 209865

Place : Chennai Date : 30 June 2023

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Mar 31, 2018

STANDALONE FINANCIAL SECTION

INDEPENDENT AUDITOR''S REPORT

To the Members of PVP Ventures Limited

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying Standalone Ind AS Financial Statements of PVP Ventures Limited ("the Company"), which comprise the Balance Sheet as at 31st March 2018, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Ind AS Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these Standalone Ind AS Financial Statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Ind AS Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these Standalone Ind AS Financial Statements based on our audit. In conducting our audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit of the Standalone Ind AS Financial Statements in accordance with the Standards on Auditing specified under Section 143 (10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Standalone Financial Statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Standalone Ind AS Financial Statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the Standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the Standalone Ind AS Financial Statements.

We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our Qualified audit opinion on Standalone Ind AS Financial Statements.

Basis for Qualified Opinion

As stated in Note No: 25.3 to the Standalone Ind AS Financial Statements, in relation to investment in equity shares includes investments in two subsidiary companies net off provision made amounting to Rs. 24,528.90 Lakhs, and loans and advances to subsidiary companies of net off provision made amounting to Rs. 31,499.83 Lakhs. The management is of the view that considering the market value of the assets and expected cash flows from the business of these subsidiary companies the provision already made is adequate. Considering erosion in the net worth of the subsidiary companies and are their dependence on the holding company to continue as a going concern, absence of cash flows, delay in commencement of projects and other related factors indicate the existence of material uncertainty in carrying the value of investments and loans and advances at cost less provision already made. Hence we were unable to determine whether any adjustments to these net carrying amounts are necessary and additional provision for diminution, if any, to be made are not quantifiable at this point of time.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in the Basis for Qualified Opinion Paragraph, the aforesaid Standalone Ind AS Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs (financial position) of the Company as at 31st March 2018, and its profits (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Emphasis of Matter

We draw attention to

a) As stated in Note No: 25.4(3) to the Standalone Ind AS Financial Statements, the company mortgaged perambur land as a security to the lenders for the borrowings made by third parties and the borrowers have not repaid the loan along with interest to the lenders on the due dates. The outstanding loan by these companies as on 31st March 2018 is Rs. 2,866.02 Lakhs. The realizable value of mortgaged assets is dependent on the repayment of the loans by the third parties. The management asserts that no adjustment to the carrying value is required as it is confident that the payment obligations will be met by the third party borrower in due course. Relying on the same no adjustments have been made to the carrying value of the assets.

b) As stated in Note No: 25.5 to the Standalone Ind AS Financial Statements, the obligations towards disputed income tax matters amounting to Rs. 1,783.25 Lakhs are pending before different judicial forums. Pending disposal of these appeals the eventual obligation in this regard is unascertainable at this time. Based on the management''s assessment and based on the experts view on the merits of the dispute, no provision is considered necessary in this regard.

Our Opinion is not modified in respect of the above matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order 2016 ("the Order") issued by the Central Government of India in terms of Sub section (11) of Section 143 of the Act, we give in the "Annexure A" statement on the matters specified in the paragraph 3 and 4 of the order.

2. As required by Section 143 (3) of the Act, we report that:

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

b) Except for the possible effects of the matter described in the Basis for Qualified Opinion Paragraph, in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss including other comprehensive income, the Statement of Cash Flows and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

d) Except for the possible effects of the matter described in the Basis for Qualified Opinion Paragraph, in our opinion, the aforesaid Standalone Ind AS Financial Statements comply with the Ind AS specified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of written representations received from the directors as on 31st March 2018, taken on record by the Board of Directors, none of the directors of the company is disqualified as on 31st March 2018, from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the Internal financial control over financial reporting of the company and operating effectiveness of such controls, refer to our separate report in "Annexure B"; and

g) With respect to the other matters to be included Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its Standalone Ind AS Financial Statements. Refer Note 25.4 and 25.5 to the Standalone Ind AS Financial Statements.

ii. The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

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

Referred to in Clause 1 of "Report on Other Legal and Regulatory Requirements" Paragraph of the Independent Auditors'' Report of even date the members of "PVP Ventures Limited" on the Standalone Ind AS Financial Statements as of and for the year ended 31st March 2018.

(i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there are no immovable properties that are held in the name of the company other than inventory (refer point ii below).

(ii) In our opinion and according to the information and explanations given to us, having regard to nature of inventory i.e Land, the physical verification of title deeds, reconciliations with survey numbers of stock in hand and certification of extent of land sold by competent persons, are at reasonable intervals and no material discrepancies were noticed on physical verification.

(iii) According to the information and explanations given to us, the Company has not granted any loans secured or unsecured to Companies, Firms, Limited Liability Partnership or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Therefore, the provisions of clause (iii), (iii)(a), (iii)(b) and (iii)(c) of Paragraph 3 of the Order are not applicable to the company.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans given, investments made, guarantees given and securities given.

(v) The Company has not accepted any deposits from the public during this year. Therefore the provisions of clause (v) of the Companies (Auditor''s Report) Order, 2016 are not applicable to the company.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under sub-section (1) of Section 148 of the Act in respect of Company''s products and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) (a) Undisputed statutory dues including provident fund, employee''s state insurance, income tax, sales tax, service tax, duty of custom, duty of excise, value added tax, cess and other material statutory dues, as applicable, have not been regularly deposited with the appropriate authorities and there have been significant delays.

Undisputed amounts payable in respect thereof, 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 Statue	Nature of Dues	Amount (in Rs.)	Period to which the amount relates	Date of Payment
The Income Tax Act, 1961	Income Tax	2,94,98,201/-	Financial Year 2016-17	Yet to be remitted
The Tamilnadu Urban Land Ceiling and Regulation Act, 1978	Urban Land Tax	6,77,637/-	Financial Year 2015-16	Yet to be remitted
The Tamilnadu Urban Land Ceiling and Regulation Act, 1978	Urban Land Tax	9,03,516/-	Financial Year 2016-17	Yet to be remitted
The Tamilnadu Urban Land Ceiling and Regulation Act, 1978	Urban Land Tax	4,51,758/-	April 2017 to September 2017	Yet to be remitted

(b) According to the information and explanations given to us, the details of dues of Income tax which is not deposited on account of any dispute as on 31st March, 2018 is given below: -

(Rs. in lakhs)

Nature of Statue	Nature of Dues	Tax Amount Disputed	Period to which Amount Relates	Forum where dispute is pending
The Income Tax Act, 1961	Income Tax	13.24	Assessment Year 2009-10	ITAT, Chennai
The Income Tax Act, 1961	Income Tax	493.43	Assessment Year 2013-14	CIT-A, Chennai
The Income Tax Act, 1961	Penalty	1,276.58	Assessment Year 2008-09	CIT-A, Chennai

(viii) According to the records of the company examined by us and the information and explanation given to us, the company has not defaulted in repayment of loans or borrowings to a financial institution, bank, government or dues to debenture holders as on reporting date. The company received extension letter from debenture holder for repayment of interest till 30th September, 2018.

(ix) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments). The term loans obtained were applied for the purpose for which those were raised.

(x) According to the information and explanations given to us, no fraud by the Company and no fraud on the Company by its officers or employees has been noticed or reported during the course of our audit.

(xi) According to the information and explanations given to us and based on our examination of the records of the company, the company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act 2013.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company. Therefore, the provisions of Clause (xii) of Paragraph 3 of the Order are not applicable.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the Standalone Ind AS Financial Statements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Therefore, the provisions of Clause (xiv) of Paragraph 3 of the Order are not applicable.

(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into any non-cash transactions with directors or persons connected with them covered under section 192 of the Companies Act 2013. Therefore, the provisions of Clause (xv) of Paragraph 3 of the Order are not applicable.

(xvi) The company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934. Therefore, the provisions of Clause (xvi) of Paragraph 3 of the Companies (Auditors Report) Order 2016 are not applicable to the company.

ANNEXURE-B TO THE INDEPENDENT AUDITOR''S REPORT

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of PVP Ventures Limited ("the Company") as of 31st March 2018 in conjunction with our audit of the Standalone Ind AS Financial Statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting as issued by the Institute of Chartered Accountants of India (''ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Standalone Financial Statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Standalone Financial Statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the Standalone Financial Statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Qualified Opinion

According to the information and explanations given to us and based on our audit procedure performed, the following material weakness has been identified in the operating effectiveness of the company''s Internal Financial Controls over Financial Reporting as at 31st March 2018:

The company''s internal financial controls in respect of supervisory and review controls over process of determining of

a) Carrying value of the company''s non-current investments in its subsidiaries and

b) Recoverability of loans to its subsidiaries included under Non-current investments.

Absences of aforesaid assessment in accordance with the accounting principles generally accepted in India could potentially result in a material misstatement in the carrying value of investments in such subsidiaries and the aforesaid dues from such subsidiaries and consequently, could also impact the profit (financial performance including other comprehensive income) after tax.

A ''material weakness'' is a deficiency, or a combination of deficiencies, in internal financial controls over financial reporting, such that there is a reasonable possibility that a material misstatement of the company''s annual or interim financial statements will not be prevented or detected on a timely basis.

In our opinion, except for the possible effects of the material weakness described above on the achievement of the objectives of the control criteria, the company has, maintained, in all material respects, adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2018, based on internal control over financial reporting established by the company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

We have considered the material weakness identified and reported above in determining the nature, timing and extent of audit tests applied in our audit of the Standalone Ind AS Financial Statements of the Company and we have issued a qualified opinion on the Standalone Ind AS Financial Statements.

For Brahmayya & Co.,

Chartered Accountants

Firm Regn. No.000511S

Sd/-

K. Jitendra Kumar

Place : Chennai Partner

Date : 30th May 2018 Membership No. 201825

---

Mar 31, 2016

To the Shareholders of PVP Ventures Limited, Chennai

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of PVP Ventures Limited (herein after referred to "the Company") which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as "the Financial Statements).

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, as amended. This responsibility also includes 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 frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosure in the financial statements. These procedures selected depend on the auditor''s judgment, including the assessment of the risk of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Board of Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our qualified audit opinion on the financial statements.

BASIS FOR QUALIFIED OPINION

Attention is drawn to the (a) Note 12 in notes to the financial statements with regard to the investment in equity shares of subsidiary companies with provision made, (b) Note 13 loans and advances to subsidiary companies. The management is of the view that considering the market value of the assets and expected cash flows from the business of these subsidiary companies the provision already made are adequate. However considering the net worth of the subsidiary companies is negative, dependence on the parent to continue as a going concern, absence of cash flows, delay in commencement of projects and other related factors indicate that the existence of material uncertainty in carrying the value of investments and loans and advances at cost less provision already made. Hence we were unable to determine whether any adjustments to these net carrying amounts are necessary and additional provision for diminution, if any, to be made are not quantifiable.

QUALIFIED OPINION

In our opinion and to the best of our information and according to the explanations given to us, except to the possible effects of the matters described in Basis for Qualified Opinion paragraph, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2016, and their Profit, and its cash flows for the year ended on that date.

EMPHASIS OF MATTERS

We draw the attention to (a) the Note No.24.6 with regard to the Income Taxes disputed before respective authorities, which describes the uncertainty related to the outcome of the Appeals filed against the Orders of the Authorities; and (b) the Note No.24.6.4 with regard to the security by way of mortgage of property given to the lenders for the borrowings by other body corporate and they have not repaid the loan with interest to the lenders. All these items describe the uncertainty related to the outcome of the future events. Our opinion in respect of these matters is not modified.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2016 ( the Order), issued by the Central Government of India, in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure-A a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by section 143(3) of the Act, we report that:

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

b. in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

c. the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account.

d. except for the possible effects of the matter described in Basis for Qualified Opinion paragraph, in our opinion, the aforesaid financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, as amended.

e. on the basis of written representation received from the Directors as on 31st March,

2016 taken on record by the Board of Directors, none of the directors of the Company is disqualified as on 31st March, 2016, from being appointed as a director in terms of section 164(2) of the Act;

f. with respect to the adequacy of the internal financial controls over the financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure-B; and

g. With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditor''s) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:

i) The Company has disclosed the impact of pending litigations on its financial statements - Refer Note: 24.6 to the financial statements

ii) The Company did not have long term contracts including derivative contracts for which there were any material foreseeable losses.

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

ANNEXURE-A TO THE INDEPENDENT AUDITORS'' REPORT

(Referred to in paragraph 1 of Report on Other Legal and Regulatory Requirements in our Independent Auditors'' Report of even date)

In terms of the information and explanations sought by us and given by the Company and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that:

1 a. The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

b. The company has physically verified the fixed assets at reasonable intervals and there are no discrepancies noticed on such verification.

c. The company''s fixed assets do not have any immovable properties.

2. The company holds inventory of Land. The physical verification of the lands was conducted at reasonable intervals by the management and there is no material discrepancies noticed on such verification.

3. During the year the company has granted unsecured loans to the parties covered in the register maintained under section 189 of the Act. The outstanding loans Rs.58843.71 lakhs is due from four parties. It is represented that these loans are repayable on demand. The other clauses regarding repayment of principal, interest and overdue are not applicable.

4. The company has complied with the provisions of section 185 and 186 of the Companies Act in respect of securities and guarantees given.

5. The Company has not accepted deposits from public during this year. Therefore the provision of clause 3 (v) of the Companies (Auditor''s Report) Order, 2016 are not applicable to the Company for the year under audit.

6. The Company has made and maintained the cost records prescribed by the Central Government under sub-section (1) of Section 148 of the Act.

7. a. The Company is depositing, with delays, undisputed statutory dues with appropriate authorities, like Provident Fund, Employee''s State insurance, Income-tax, Sales-tax, Wealth-tax, Service tax, Customs Duty, Excise Duty, Value Added Tax, Cess, wherever applicable. The ULT tax of Rs.9.03 lakhs is arrears of outstanding dues as at 31st March, 2016 for a period of more than six months from the date they become payable.

b. The details of disputed statutory dues, which have not been deposited on account of dispute are as under:

Nature Of Statue	Nature Of Dues	Amount Rs In Lakhs	Period To Which Amount Relates	Forum Where Dispute Is Pending
Income Tax Act	Income Tax	78.21	AY 2007-08	ITAT, Hyderabad
Income Tax Act	Income Tax	1480.00	AY 2008-09	High Court, Chennai
Income Tax Act	Penalty	1276.58	AY 2008-09	CIT-A, Chennai
Income Tax Act	Income Tax	13.24	AY 2009-10	CIT-A, Chennai
Income Tax Act	Income Tax	493.43	AY 2013-14	CIT-A, Chennai

8. The company has not defaulted in repayment of loans or borrowings from financial institutions, bank or government. The interest on Debentures amounting to Rs.963.45 lakhs due and not paid for the period from 15-12-2015.

9. The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments). The term loans obtained were applied for the purpose for which those were raised.

10. There are no fraud by the company or any fraud on the company by its officers or employees and hence the provision of clause 3 (x) of the Companies (Auditor''s Report) Order, 2016 are not applicable to the Company for the year under audit.

11. The company has paid managerial remuneration in accordance with the provisions of section 197 read with Schedule V to the Companies Act.

12. The company is not a Nidhi company and hence the provision of clause 3 (xii) of the Companies (Auditor''s Report) Order, 2016 are not applicable to the Company for the year under audit.

13. The transactions with the related parties are in compliance with section 177 and 188 of the Act wherever applicable and the details have been disclosed in the financial statements as required by the applicable accounting standards.

14. The company has not made any preferential allotment of shares or private placement of shares or convertible debentures during the year and hence the provision of clause 3 (xiv) of the Companies (Auditor''s Report) Order, 2016 are not applicable to the Company for the year under audit.

15. The company is not entered into any non-cash transactions with directors or persons connected with them and hence the provision of clause 3 (xv) of the Companies (Auditor''s Report) Order, 2016 are not applicable to the Company for the year under audit.

16. The company is not required to be registered under section 45-IA of Reserve Bank of India Act, 1934 and hence the provision of clause 3 (xvi) of the Companies (Auditor''s Report) Order, 2016 are not applicable to the Company for the year under audit.

ANNEXURE - B TO THE AUDITORS'' REPORT

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act”) (Referred to in paragraph 2(f) of Report on Other Legal and Regulatory Requirements in our Independent Auditors'' Report of even date)

We have audited the internal financial controls over financial reporting of PVP Ventures Limited ("the Company”) as on 31 March 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

MANAGEMENT''S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

AUDITORS'' RESPONSIBILITY

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

QUALIFIED OPINION

According to the information and explanations given to us and based on our audit, the following weakness has been identified as at 31st March, 2016. "The Companies internal control system for advance given to subsidiary companies and investments in subsidiary companies, which could potentially result in existence of uncertainty that may cast significant doubt about the recoverability or otherwise of these advances and investments and thereby non provision for the shortfall as at the balance sheet date could not have been reasonably established".

A material weakness'' is a deficiency, or a combination of deficiencies, in internal financial control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company''s annual financial statements will not be prevented or detected on a timely basis.

In our opinion, except for the possible effects of the material weaknesses described above on the achievement of the objectives of the control criteria, the Company has maintained, in all material respects, adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.

We have considered the material weaknesses identified and reported above in determining the nature, timing, and extent of audit tests applied in our audit of the March 31, 2016 standalone financial statements of the Company, and the material weaknesses does affect our opinion on the standalone financial statements of the Company.

for M/s CNGSN & ASSOCIATES LLP

CHARTERED ACCOUNTANTS

Firm Registration No: 004915S

Camp: Hyderabad

Date : 23rd May, 2016

Sd/-

R. Thirumalmarugan

Partner

Membership No: 200102

---

Mar 31, 2015

We have audited the accompanying standalone financial statements of PVP Ventures Limited ('the Company') which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information (the Financial Statements).

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Stan- dards specified under section 133 of the Act, read with Rule 7 of the Companies (Ac- counts) Rules, 2014.

This responsibility also includes maintenance of adequate accounting records in ac- cordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of in- ternal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and pre- sentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the ac- counting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosure in the financial statements. These procedures selected depend on the auditor's judgment, including the assessment of the risk of material misstatement of the financial statements, whether due to fraud or error. In making those risk as- sessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to de- sign audit procedures that are appropriate in the circumstances. An audit also in- cludes evaluating the appropriateness of the accounting policies used and the rea- sonableness of the accounting estimates made by the Company's Board of Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information re- quired by the Act in the manner so required and give a true and fair view in conformi- ty with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its Profit, and its cash flows for the year end- ed on that date.

Emphasis of Matters

We draw the attention of members notes to the financial statements in Note 12 with regard to the Unquoted investment of equity shares in Subsidiary Companies Rs.54365.90 lakhs with provision for diminution in carrying value provided for Rs.30000.00 lakhs and Note 13 unsecured and good advances to subsidiaries Rs.218180.51 lakhs with provision for diminution in carrying value provided for Rs.5160.16 lakhs. The management is of the view that considering market value of the assets, present value of investments and expected cash flows and expected development of projects the provision already made are adequate (also refer note 21.13) which describes the uncertainty related to the outcome of the future events. Our opinion in respect of these matters is not modified.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ( the Order), issued by the Central Government of India, in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by section 143(3) of the Act, we report that:

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

b. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

c. The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow State- ment dealt with by this Report are in agreement with the relevant books of account.

d. In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Compa- nies (Accounts) Rules, 2014

e. On the basis of written representation received from the Directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors of the Company is disqualified as on 31st March, 2015, from being appointed as a director in terms of section 164(2) of the Act;

f. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditor's) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

1. The Company has disclosed the impact of the pending litigations on its financial position in its financial statements – refer note 24.6 to the financial statements.

2. The Company did not have any long term contracts including derivative con- tracts for which there were any material forseeable losses.

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

Annexure To Independent Auditors' Report

[Referred to in paragraph 1 of Report on Other Legal and Regulatory Requirements in our Independent Auditors' Report of even date]

1. a. In our opinion and according to the information and explanations given to us, the Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b. As per the information and explanations provided to us, the Company has physically verified the fixed assets during this year and there is no material dis- crepancies noticed on such verification.

2. a. According to the information and explanations given to us, the management has conducted physical verification of inventory at reasonable intervals.

b. According to the information and explanations given to us the procedures of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the Company and nature of its business.

c. According to the information and explanation given to us the Company is maintaining proper records of inventory and there is no material discrepancies noticed on physical verification.

3. According to the information and explanations given to us, the Company has granted, secured and unsecured loans to subsidiary Companies, the parties cov- ered in the register maintained under section 189 of the Act. Total outstand- ing as at the year end is Rs.58327.18 lakhs (including conversion of FCDs into Advances). It is informed that these advances are interest free and recoverable on demand and hence the overdue amount, receipt of principal amount and the interest are not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business, for purchases of inventory and fixed assets and for sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls systems.

5. In our opinion and according to the information and explanation given to us, the Company has not accepted deposits from public during this year. Therefore the provisions of section 73 to 76 and relevant rules framed thereunder and any con- travention of these provisions for the year under audit are not applicable.

6. As per the information and explanations given to us, we are of the opinion that the Company has made and maintained the cost records pursuant to the Rules made by the Central Government under sub-section (1) of Section 148 of the Act.

7. a. According to the information and explanation given to us, the Company is depositing undisputed statutory dues with appropriate authorities, like Provident Fund, Employee's State insurance, Income-tax, Sales-tax, Wealth-tax, Service tax, Customs Duty, Excise Duty, Value Added Tax, Cess, wherever applicable, except few delays in depositing Income Tax TDS. There are no undisputed Statutory outstanding dues as at 31st March, 2015 for a period of more than six months from the date they become payable.

b. According to the information and explanation given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess which have not been deposited on account of any dis- pute, except the following:

STATUE PERIOD AMOUNT [RUPEES] DISPUTE PENDING BEFORE

Income Tax AY 2007-08 78.21 lakhs CIT-A, Hyderabad

Income Tax AY 2008-09 1112.35 lakhs High Court, Chennai

Income Tax AY 2009-10 13.24 lakhs CIT-A, Chennai

c. According to the information and explanation given to us, there are no amount required to the transferred to investor education and protection fund in accordance with the provisions of the Act.

8. In our opinion and according to the information and explanation given to us the accumulated losses as at the end of the financial is not more than 50% of its net worth. The Company has not incurred cash losses during the financial year cov- ered by our audit and the immediately preceding financial year.

9. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to the financial institutions or banks or debenture holders.

10. In our opinion and according to the information and explanation given to us, the Company has given corporate guarantee and security for loans taken from the Banks by its group companies and others, and the terms and conditions whereof are not prejudicial to the interest of the Company.

11. In our opinion and according to the information and explanation given to us, there are no term loans borrowed by the Company.

12. According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

Camp Hyderabad for M/s CNGSN & Associates LLP

Date May 29, 2015 Chartered Accountants

Firm Registration No: 004915S



Sd/-

R.Thirumalmarugan

Partner

Membership No: 200102

---

Mar 31, 2014

We have audited the accompanying financial statements of PVP Ventures (the Company), which comprises the Balance Sheet as at March, 31 2014 and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (the Act). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosure in the financial statements. These procedures selected depend on the auditor''s judgment, including the assessment of the risk of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessment, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the Balance Sheet, of the State of Affairs of the Company as at March, 31, 2014;

b) In the case of Statement of Profit and Loss, of the PROFIT for the year ended on that date; and

c) In the case of Cash Flow Statement, of the Cash Flows for the year ended on that date

Emphasis of Matter

Attention is drawn to the (a) Note 12 in notes to the financial statements with regard to the investment in equity shares of subsidiary companies at cost Rs.54357.20 lakhs with provision for diminution in carrying value provided for Rs.30000.00 lakhs, (b) investment in Redeemable Nonconvertible Debentures of subsidiary company of Rs.24832.00 lakhs, and (c) Note 13 in notes to the financial statements with regard to Unsecured Loans to subsidiary companies of net of provision Rs.3650.09 lakhs. The management is of the view that considering the market value of the assets, present value of investments and expected cash flows from the business of these subsidiary companies and the expected development of projects, the provision already made are adequate (Note 24.9) which describes the uncertainty related to the outcome of future events. Our opinion is not qualified in respect of these matters.

Report on Other LegaI and ReguIatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 (the Order), as amended, issued by the Central Government of India, in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

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

b. In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. The Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow statement comply with the accounting standards referred to sub-section (3C) of Section 211 of the Act;

e. On the basis of written representation received from the Directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director, in terms of clause (g) of sub-section (1) of section 274 of the Act &

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Act, nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT

(Referred to in paragraph 1 of Report on Other Legal and Regulatory Requirements in our Independent Auditors'' Report of even date)

1. a. In our opinion and according to the information and explanations given to us, the Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b. As per the information and explanations provided to us, the Company has physically verified the fixed assets during this year and there is no material discrepancies noticed on such verification.

c. As per the information and explanation provided to us, substantial part of fixed assets have not been disposed off during the year, which affects the going concern.

2. a. According to the information and explanations given to us, the management has conducted physical verification of inventory at reasonable intervals.

b. According to the information and explanations given to us the procedures of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the company and nature of its business.

c. According to the information and explanation given to us the company is maintaining proper records of inventory and there are no material discrepancies were noticed on physical verification.

3. a. According to the information and explanations given to us, the Company has granted, unsecured loans to two subsidiary companies, the parties covered in the register maintained under section 301 of the Companies Act, 1956. The total amount of outstanding as on the balance sheet date is Rs.41730.25 lakhs, out which a sum of Rs.5160.16 lakhs has already been provided for. It is also informed to us that these advances are interest free and recoverable on demand and therefor the other clause related to terms and conditions of loans, receipt of principal and overdue amounts are not applicable.

b. According to the information and explanations given to us, the Company has taken unsecured interest free loans from two subsidiary companies, the parties covered in the register maintained under section 301 of the Act. It is informed that these loans are repayable on demand and total outstanding as on the balance sheet date is Rs. 4085.61 lakhs. Therefore the rate of interest, terms and conditions, repayment are not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business, for purchases of inventory and fixed assets and for sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls systems.

5. a. According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register maintained under that section.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanation given to us, the Company has not accepted deposits from public during this year. Therefore the provisions of section 58A, 58AA of the Act and any contravention of these provisions for the year under audit are not applicable.

7. The Company has an internal audit system commensurate with its size and nature of its business.

8. As per the information and explanations given to us, we are of the opinion that the Company has made and maintained the cost records pursuant to the Rules made by the Central Government under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956.

9. a. According to the information and explanation given to us, the Company is depositing undisputed statutory dues with appropriate authorities, like Provident Fund, Investor Education and Protection Fund, Employee''s State insurance, Income-tax, Sales-tax, Wealth-tax, Service tax, Customs Duty, Excise Duty, Cess, wherever applicable, except few delays in depositing Income Tax TDS and Service Tax remittances on reverse charge. There are no undisputed Statutory outstanding dues as at 31st March 2014 for a period of more than six months from the date they become payable.

b. According to the information and explanation given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess which have not been deposited on account of any dispute, except the Income Tax demands disputed before the ITAT, Chennai for the Asst year 2008-09 Rs.1480.00 lakhs.

10. In our opinion and according to the information and explanation given to us, the accumulated loss the Company as at the end of the financial year is more than 50% of its networth. The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to the financial institutions or banks or debenture holders.

12. In our opinion and according to the information and explanations given to us, the Company has not granted loans and advances on the basis of securities by way of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanation given to us, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provision of clause 4 (xiii) of the Companies (Auditor''s Report) (Amendment) Order, 2004 are not applicable to the Company.

14. In our opinion and according to the information and explanation given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Companies (Auditor''s Report) (Amendment) Order, 2004 are not applicable to the Company.

15. In our opinion and according to the information and explanation given to us, the Company has given corporate guarantee for loans taken by group companies from banks and the terms and conditions whereof are not prejudicial to the interest of the company.

16. In our opinion and according to the information and explanation given to us, the Company has not obtained any term loans during the year.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that the no funds raised on short-term basis have been used for long-term investment.

18. According to the information and explanation given to us, the Company has not made allotment of shares during the year.

19. According to the information and explanation given to us, the Company has not issued any debentures during the year and hence creation of security for issue of debenture does not arise.

20. According to the information and explanation given to us, the Company has not raised money by public issue during the year and disclosure of end use of public issue does not arise.

21. According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

for M/s CNGSN & ASSOCIATES CHARTERED ACCOUNTANTS Firm Registration No: 004915S

Date : May 28, 2014 Place : Hyderabad Sd/- R.THIRUMALMARUGAN Partner Membership No: 200102

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of PVP Ventures (the Company), which comprises the Balance Sheet as at March, 31 2013 and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub- section (3C) of section 211 of the Companies Act, 1956 (the Act). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosure in the financial statements. These procedures selected depend on the auditor''s judgment, including the assessment of the risk of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessment, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion.

Basis for Qualified Opinion:

Attention is drawn to the (a) Note 12 in notes to the financial statements with regard to the investment in equity shares of subsidiary companies at cost C54718.10 lakhs with provision for diminution in carrying value provided for C30358.10 lakhs, (b) investment in Redeemable Non-convertible Debentures of subsidiary company of C24832.00 lakhs, and (c) Note 13 in notes to the financial statements with regard to Unsecured Loans to subsidiary companies of C43660.75 lakhs with provision for doubtful advances made for C5160.16 lakhs. The management is of the view that considering the market value of the assets and expected cashflows from the business of these subsidiary companies the provision already made are adequate. However considering the networth of the subsidiary companies are negative, dependence on the parent to continue as a going concern and other related factors indicate that the existence of material uncertainty in carrying the value of investments and loans and advances at cost less provision already made. Hence we were unable to determine whether any adjustments to these amounts were necessary.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except to the possible effects of the matters described in Basis for Qualified Opinion paragraph, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

a) In the case of the Balance Sheet, of the State of Affairs of the Company as at March, 31, 2013;

b) In the case of Statement of Profit and Loss, of the PROFIT for the year ended on that date; and

c) In the case of Cash Flow Statement, of the Cash Flows for the year ended on that date

Emphasis of Matter

We draw attention to (a) Note 4 with regard to the waiver of Interest payable to the Debentures (parent company) (b) Note 12 with regard to the waiver of Interest receivable from Debentures (subsidiary company), and (c) Note 18 and Note 24.7 with regard to the Income Tax demands disputed before the authorities and payment of taxes under dispute, which describes the uncertainty related to the outcome of the Appeals filed against the Orders of the Authorities. Our opinion is not qualified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ( the Order), as amended, issued by the Central Government of India, in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that

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

b. in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. the Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. except for the possible effects of the matter described in Basis for Qualified Opinion paragraph, in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow statement comply with the accounting standards referred to sub-section (3C) of Section 211 of the Act;

e. on the basis of written representation received from the Directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director, in terms of clause (g) of sub- section (1) of section 274 of the Act;

f. since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Act, nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT

(Referred to in paragraph 1 of Report on Other Legal and Regulatory Requirements in our Independent Auditors'' Report of even date)

1. a. In our opinion and according to the information and explanations given to us, the Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b. As per the information and explanations provided to us, the Company has physically verified the fixed assets during this year and there is no material discrepancies noticed on such verification.

c. As per the information and explanation provided to us, the disposal of fixed assets has not affected the going concern.

2. a. According to the information and explanations given

to us, the management has conducted physical verification of inventory at reasonable intervals.

b. According to the information and explanations given to us the procedures of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the company and nature of its business.

c. According to the information and explanation given to us the company is maintaining proper records of inventory and there are no material discrepancies were noticed on physical verification.

3. a. According to the information and explanations given to us, the Company has granted, unsecured loans to five subsidiary companies, the parties covered in the register maintained under section 301 of the Companies Act, 1956. The total amount of outstanding as on the balance sheet date is H43660.75 lakhs, out which a sum of H5160.16 lakhs has already been provided for. It is also informed to us that these advances are interest free and recoverable on demand and therefore the other clause related to terms and conditions of loans, receipt of principal and overdue amounts are not applicable.

b. According to the information and explanations given to us, the Company has taken unsecured interest free loans from three subsidiary companies, the parties covered in the register maintained under section 301 of the Act. It is informed that these loans are repayable on demand and total outstanding as on the balance sheet date is H4753.32 lakhs. Therefore the rate of interest, terms and conditions, repayment are not applicable.

4. In our opinion and according to the in format ion and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business, for purchases of inventory and fixed assets and for sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls systems.

5. a. According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register maintained under that section.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanation given to us, the Company has not accepted deposits from public during this year. Therefore the provisions of section 58A, 58AA of the Act and any contravention of these provisions for the year under audit are not applicable.

7. The Company has an internal audit system commensurate with its size and nature of its business.

8. As per the information and explanations given to us, we are of the opinion that the Company has made and maintained the cost records pursuant to the Rules made by the Central Government under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956.

9. a. According to the information and explanation given to us, the Company is depositing undisputed statutory dues with appropriate authorities, like Provident Fund, Investor Education and Protection Fund, Employee''s State insurance, Income-tax, Sales-tax, Wealth-tax, Service tax, Customs Duty, Excise Duty, Cess, wherever applicable, except few delays in depositing, P.F, In come Tax TDS a nd Service Tax remittances on reverse charge. There are no undisputed Statutory outstanding dues as at 31st March 2013 for a period of more than six months from the date they become payable.

b. According to the information and explanation given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess which have not been deposited on account of any dispute, except the Income Tax demands disputed before the CIT (Appeals), Chennai for the Asst year 2008-09 H16497.15 lakhs, and before ITAT, Hyderabad for the Asst year 2007-08 H819.31 lakhs.

10. In our opinion and according to the information and explanation given to us, the accumulated loss the Company as at the end of the financial year is more than 50% of its networth. The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to the financial institutions or banks or debenture holders.

12. In our opinion and according to the information and explanations given to us, the Company has not granted loans and advances on the basis of securities by way of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanation given to us, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provision of clause 4 (xiii) of the Companies (Auditor''s Report ) (Amendment) Order, 2004 are not applicable to the Company.

14. In our opinion and according to the information and explanation given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Companies (Auditor''s Report) (Amendment) Order, 2004 are not applicable to the Company.

15. In our opinion and according to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. In our opinion and according to the in formation and explanation given to us, the Company has not obtained any term loans during the year.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that the no funds raised on short- term basis have been used for long-term investment.

18. According to the information and explanation given to us, the Company has not made allotment of shares during the year.

19. According to the information and explanation given to us, the Company has not issued any debentures during the year and hence creation of security for issue of debenture does not arise.

20. According to the information and explanation given to us, the Company has not raised money by public issue during the year and disclosure of end use of public issue does not arise.

21. According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For M/s CNGSN & ASSOCIATES

CHARTERED ACCOUNTANTS

Firm Registration No: 004915S

Sd/-

R. THIRUMALMARUGAN

Partner

Membership No: 200102

Camp: Hyderabad

Date: 27th May, 2013

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Mar 31, 2012

1. We have audited the attached Balance Sheet of PVP Ventures Limited as at 31st March 2012, the Statement of Profit and Loss and also the Cash Flow Statement for the year ended on that date annexed there to. These Financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors' Report)(Amendment) Order, 2004 issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Companies Act, 1956, we give in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to above, we report that:

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

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of such books;

(c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the Books of Account;

(d) In our opinion the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt by this report, comply with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956;

(e) On the basis of written representation received from the Directors and taken on records by the Board of Directors, we report that, none of the Directors is disqualified as on 31/03/2012 from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(f) Attention is drawn to the following material matters:

(i) Note 12 in notes on accounts, with regard to the investment in Equity shares and debentures of Subsidiary Companies. The carrying value of these investment and debentures as at the balance sheet date is Rs 49192.00 lakhs ( cost Rs 79552. TO lakhs less provision already made Rs 30360.10 lakhs). The management considers these investments as long term and not provided for the diminution in value of these investments. In the absence of materials, we are not expressing any opinion on the amount of investments and provisions carried in the balance sheet.

(ii) Note 13 in notes on accounts, with regard to the advances given to subsidiaries. The carrying value of these loans and advances as at the balance sheet date is Rs 35377.77 lakhs (Loans and advances Rs 40537.93 lakhs less provision already made Rs 5160.16 lakh). The management considers these loans and advances as long term and not provided for the diminution in value of these loans and advances. In the, absence of materials, we are not expressing any opinion on these amounts of loans and advances and the provisions.

(iii) Further we invite the attention of the members to the following material matters given in notes relating to the status of project at Perambur, Chennai, interest waiver on debentures issued and received, non providing of interest on loans obtained to the extent of Rs 336.72 lakhs and contingent liabilities shown for the disputed income tax demands.

(g) In our opinion and to the best of our information and according to the explanations given to us, subject to the effect on the financial statements on the matters referred to in the preceding paragraph, the said accounts read with the accounting policies and notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) In the case of Balance Sheet, of the State of Affairs of the Company as at 31st March 2012,

(ii) In the case of Statement of Profit and Loss, of the PROFIT of the Company for the year ended on that date; and

(iii) In the case of Cash Flow Statement, of the Cash Flows for the year ended on that date.

1. a. In our opinion and according to the information and explanations given to us, the Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b. As per the information and explanations provided to us, the Company has physically verified the fixed assets during this year and there is no material discrepancies noticed on such verification.

c. As per the information and explanation provided to us, substantial parts of fixed assets have not been disposed off during the year, which affects the going concern.

2. a. According to the information and explanations given to us, the management has conducted physical verification of inventory at reasonable intervals.

b. According to the information and explanations given to us, the procedures of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the Company and nature of its business.

c. According to the information and explanation given to us, the Company is maintaining proper records of inventory and there are no material discrepancies were noticed on physical verification.

3. a. According to the information and explanations given to us, the Company has granted, unsecured interest free loans to seven group companies, the parties covered in the register maintained under section 301 of the Companies Act, 1956. It is informed that these advances are recoverable on demand. The total outstanding as on the balance sheet date is Rs 40571.91 lakhs. In the absence of materials available, we are unable to ascertain whether the rate of interest, terms and conditions of loans, receipt of principal and overdue amounts are there or not.

b. According to the information and explanations given to us, the Company has taken unsecured interest free loans from three subsidiary companies, the parties covered in the register maintained under section 301 of the Act. It is informed that these loans are repayable on demand and total outstanding as on the balance sheet date is Rs 4750.57 lakhs. Therefore the rate of interest, terms and conditions, repayment are not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business, for purchases of inventory and fixed assets and for sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls systems.

5. a. According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register maintained under that section.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanation given to us, the Company has not accepted deposits from public during this year. Therefore the provisions of section 58A, 58AA of the Act and any contravention of these provisions for the year under audit are not applicable.

7. The Company has an internal audit system commensurate with its size and nature of its business.

8. As per the information and explanation given to us the maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act.

9. a. According to the information and explanation given to us, the Company is depositing undisputed statutory dues with appropriate authorities, like Provident Fund, Investor Education and Protection Fund, Employee's State insurance, Income-tax, Sales-tax, Wealth-tax, Service tax, Customs Duty, Excise Duty, Cess, wherever applicable, except few delays in depositing TDS remittances. There are no undisputed Statutory outstanding dues as at 31st March 2012 for a period of more than six months from the date they become payable.

b. According to the information and explanation given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess which have not been deposited on account of any dispute, except the Income Tax demands disputed before the CIT (Appeals), Chennai for the Asst year 2008-09 Rs 16497.15 lakhs, disputed before the CIT(Appeals), Hyderabad for the Asst year 2007-08 Rs 346.01 lakhs and disputed before ITAT, Hyderabad for the Asst year 2007-08 Rs 473.30 lakhs.

10. In our opinion and according to the information and explanation given to us, the accumulated loss the Company as at the end of the financial year is more than 50% of its networth. The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to the financial institutions or banks or debenture holders.

12. In our opinion and according to the information and explanations given to us, the Company has not granted loans and advances on the basis of securities by way of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanation given to us, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provision of clause 4 (xiii) of the Companies (Auditor's Report) (Amendment) Order, 2004 are not applicable to the Company.

14. In our opinion and according to the information and explanation given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Companies (Auditor's Report) (Amendment) Order, 2004 are not applicable to the Company.

15. In our opinion and according to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. In our opinion and according to the information and explanation given to us, the Company has not obtained any term loans during the year.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that the no funds raised on short-term basis have been used for long-term investment.

18. According to the information and explanation given to us, the Company has not made allotment of shares during the year.

19. According to the information and explanation given to us, the Company has not issued any debentures during the year and hence creation of security for issue of debenture does not arise.

20. According to the information and explanation given to us, the Company has not raised money by public issue during the year and disclosure of end use of public issue does not arise.

21. According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit. Attention is invited to the note relating to the status of CBI investigation and as represented by the management, these investigations shall not have any impact on the financials for the year.

For M/s CNGSN & ASSOCIATES

CHARTERED ACCOUNTANTS

R.THIRUMALMARUGAN

PARTNER

Membership No.200102

Firm Registration No. 004915S

Place: Chennai

Date: 30th May, 2012

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of PVP Ventures Limited as at 31st March 2011, the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed there to. These Financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors' Report)(Amendment) Order, 2004 issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Companies Act, 1956, we give in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to above, we report that:

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

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of such books;

(c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this Report are in agreement with the Books of Account;

(d) In our opinion the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt by this report, comply with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956;

(e) On the basis of written representation received from the Directors and taken on records by the Board of Directors, we report that, none of the Directors is disqualified as on 31.03.2011 from being appointed as a Director in terms of clause (g) of sub- section (1) of section 274 of the Companies Act, 1956;

(f) Attention is drawn to the following material matters:

(i) A(a)(c) and B2 in notes on accounts of Schedule 15, with regard to the preparation of financial statements on going concern. The Company has incurred cash losses (before extraordinary income) in the current year, waiver of the interest payable for the year on the debentures by the debenture holder due to the financial position of the Company as stated in Note B7 in notes on accounts, provisions made in the investments and advances given to the subsidiary companies as stated in note B4 in notes on account, transfer of all employees to the other group company as stated in note B10 in notes on accounts, and other related factors indicate the existence of material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern.

(ii) Note B4 in notes on accounts of Schedule 15, with regard to the carrying the investment as long term and advances given to the subsidiary companies and bodies corporate on which the provisions already made. Any additional provisions to be made, for the shortfall, if any, on these investment and advances are not quantified at this stage.

(iii) Note B9 with regard to the Income Tax Demands. Pending outcome of the results of appeal the company has not provided for the Income tax demands. The ultimate provisions to be made, if any, on the outcome of the appeals are not quantified at this stage.

(g) In our opinion and to the best of our information and according to the explanations given to us, subject to the effect on the financial statements on the matters referred to in the preceding paragraph, the said accounts read with the accounting policies and notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) In the case of Balance Sheet, of the State of Affairs of the Company as at 31st March 2011,

(ii) In the case of Profit and Loss Accounts, of the PROFIT of the Company for the year ended on that date; and

(iii) In the case of Cash Flow Statement, of the Cash Flows for the year ended on that date.

ANNEXURE TO AUDITORS REPORT (Referred to in Paragraph 3 of our Report of even date)

1. a. In our opinion and according to the information and explanations given to us, the Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b. As per the information and explanations provided to us, the Company has physically verified the fixed assets during this year and there is no material discrepancies noticed on such verification.

c. As per the information and explanation provided to us, substantial parts of fixed assets have not been disposed off during the year, which affects the going concern.

2. a. According to the information and explanations given to us, the management has conducted physical verification of inventory at reasonable intervals.

b. According to the information and explanations given to us the procedures of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the company and nature of its business.

c. According to the information and explanation given to us the company is maintaining proper records of inventory and there are no material discrepancies were noticed on physical verification.

3. a. According to the information and explanations given to us, the Company has granted, unsecured loans to seven group companies, the parties covered in the register maintained under section 301 of the Companies Act, 1956. It is informed that these advances are recoverable on demand. The total outstanding as on the balance sheet date is Rs. 31163.04 lakhs. Therefore the rate of interest, terms and conditions of loans, receipt of principal and overdue amounts are not applicable.

b. According to the information and explanations given to us, the Company has taken unsecured loans from group companies, the parties covered in the register maintained under section 301 of the Act. It is informed that these loans are repayable on demand and total outstanding as on the balance sheet date is Rs. 4765.66 lakhs. Therefore the rate of interest, terms and conditions, repayment are not applicable. Further, whether these loans are prima facie prejudicial to the interest of the Company is not ascertainable at this stage.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business, for purchases of inventory and fixed assets and for sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls systems.

5. a. According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register maintained under that section.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanation given to us, the Company has not accepted deposits from public during this year. Therefore the provisions of section 58A, 58AA of the Act and any contravention of these provisions for the year under audit are not applicable.

7. The Company has an internal audit system commensurate with its size and nature of its business.

8. As per the information and explanation given to us the maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act.

9. a. According to the information and explanation given to us, the Company is depositing undisputed statutory dues with appropriate authorities, like Provident Fund, Investor Education and Protection Fund, Employee's State insurance, Income-tax, Sales-tax, Wealth-tax, Service tax, Customs Duty, Excise Duty, Cess, wherever applicable, except few delays in depositing TDS remittances and property tax. There are no undisputed Statutory outstanding dues as at 31st March 2011 for a period of more than six months from the date they become payable.

b. According to the information and explanation given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess which have not been deposited on account of any dispute, except the Income Tax demands disputed before the CIT (Appeals) for the Asst year 2006-07 Rs. 473.00 lakhs and disputed before Assessing Officer and CIT(Appeals) for the Asst year 2008-09 Rs. 18731.36 lakhs.

10. In our opinion and according to the information and explanation given to us, the accumulated loss of the Company as at the end of the financial year is more than 50% of its networth. The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to the financial institutions or banks or debenture holders.

12. In our opinion and according to the information and explanations given to us, the Company has not granted loans and advances on the basis of securities by way of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanation given to us, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provision of clause 4 (xiii) of the Companies (Auditor's Report) (Amendment) Order, 2004 are not applicable to the Company.

14. In our opinion and according to the information and explanation given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Companies (Auditor's Report) (Amendment) Order, 2004 are not applicable to the Company.

15. In our opinion and according to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. In our opinion and according to the information and explanation given to us, the Company has not obtained any term loans during the year.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that there are no funds raised on short-term basis have been used for long-term investment.

18. According to the information and explanation given to us, the Company has made allotment of shares by way of conversion of Debentures into equity shares as stated in note B6 in notes on accounts of Schedule 15. The price at which the said allotment has been made is not prejudicial to the interest of the company.

19. According to the information and explanation given to us, the Company has not issued any debentures during the year and hence creation of security for issue of debenture does not arise.

20. According to the information and explanation given to us, the Company has not raised money by public issue during the year and disclosure of end use of public issue does not arise.

21. According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For M/s CNGSN & ASSOCIATES

CHARTERED ACCOUNTANTS

R.THIRUMALMARUGAN

PARTNER

Membership No.200102

Firm Registration No. 004915S

Camp: Hyderabad

Date: 27th May, 2011

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of PVP Ventures Limited as at 31st March 2010, the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whetherthe financial statements a re free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Attention is drawn to Note No 4 in Schedule 75 to the financial statements regarding preparation of financial statements on a going concern basis. The Company has been incurring cash losses for the last 4 years as there is no significant business income to meet the operating and administration expenses. The interest due on debentures of Rs. 123.58crores has been waived for the current and previous years by the holding company. The Companys ability to service its debts and continue as a going concern is dependent on the successful implementation of the project referred in the Note. These conditions along with other matters as set forth in the Note, indicate the existence of a material uncertainty that may cast significant doubt about the Companys ability to continue as a going concern.

5. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

(ii) In our opinion, proper books of account as required by law have been kept by the Company, so far as appears from our examination of the books.

(iii) The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

(iv) In our opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) or section 211 of the Companies Act, 1956

(v) On the basis of written representations received from the directors, as on 31st March 2010 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2010 from being appointed as a director of the Company in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1 956;

(v) In view of the significant losses made by the companies in which investments have been made and advances have been given and also in view of the significant down-turn in the real estate sector, we are unable to quantify the exact provision required for the following

faj diminution other than temporary, if any, in the carrying value of the Companys long term investments in the form of equity shares and debentures aggregating to Rs 247.42 crores

(b) long pending advances to subsidiaries aggregating to Rs 187.29crores and other bodies corporate aggregating to Rs 8.53 crores.

In view of the above, we are unable to express an opinion on whether the said financial statements together with the notes thereon and attached thereto, give the information required by the Companies Act, 1956in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of the balance sheet, of the state of affairs of the Company as at 31 st March, 2010;

(b) In the case of the profit and loss account, of the loss of the Company forthe year ended on that date; and

(c) In the case of the cash flow statement, of the cash flows for the year ended on that date

ANNEXURE REFERRED TO IN PARAGRAPH 3OF THE AUDITORS REPORT TO THE MEMBERS OF PVP VENTURES LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31 ST MARCH 2010

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) The Company has not physically verified fixed assets during the year.

(c) In our opinion and according to the information and explanations given to us a substantial part of fixed assets has not been disposed off by the Company during the year.

(ii) (a) The inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory.

There are no discrepancies between physical inventory as compared to book records.

(iii) (a) The Company has granted unsecured loans to fifteen companies / other parties covered in the register maintained under section 301 of the Act. The maximum amount involved during the year and the year end balance of such loans aggregates to Rs.512.75 crores and Rs.247.24 crores respectively. In our opinion since such loans were granted without any stipulations as regards repayment of principal or interest, commenting on whether the rate of interest, repayment terms are prima facie prejudicial to the interest of the Company and whether they are overdue does not arise.

(b) The Company has borrowings in the form of unsecured debentures outstanding to its holding company and has taken unsecured loans from two other companies covered in the Register maintained under section 301 of the companies Act 1956. The maximum amount involved during the year and the yearend balance of such loans aggregates to Rs.462.79 crores and Rs.440.95 crores respectively.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to the purchase of inventory, fixed assets and purchase and sale of goods and services. On the basis of our examination and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that there are no contracts or arrangements that need to be entered into the register maintained under Section 301 of The Companies Act, 1956..

(b) According to the information and explanations given to us, there are no transactions entered in the Register pertaining to such contracts or arrangements exceeding the value of five lakh rupees.

(vi) The Company has not accepted any deposits from the public within the meaning of section 58A and 58AA of the Act and the rules made there under.

(vii) In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

(viii) The Company is not required to maintain cost records prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act.

(ix) (a) According to the information and explanations given to us and the records of the Company examined by us, the Company has generally been regular in depositing undisputed statutory dues including, income-tax, sales tax, service tax, cess and other material statutory dues applicable to it with the appropriate authorities except for delays in depositing Tax deducted at source. Statutory dues in respect of provident fund, customs duty, excise duty, investor education and protection fund and employees state insurance are not applicable to the Company.

(b) According to the information and explanation given to us and the records of the Company examined by us, no undisputed amounts payable in respect of Income Tax, Service Tax, and cess were in arrears, as at 31st March 2010 for a period of more than six months from the date they became payable.

(c) There are no dues of SalexTax, Service Tax and Cess that have not been deposited on account of any dispute. Dues relating to Income tax which have not been deposited on account of disputes with the related authorities, are stated in the table below:

Nome of Finacial Year Amount Forum where the the Stotute (Rs.incrores) dispute is pending

Income Tax 2007-08 25.13 CIT (Appeals)

2006-07 4.73 CIT (Appeals)



(x) The Company has no accumulated losses at the end of the year. However, it has incurred cash losses in the current year and the immediately preceding financial year.

(xi) Based on our audit procedure and as per the information and explanations given by the management, the Company has not defaulted in repayment of dues to any financial institutions, banks or debenture holders as at the Balance sheet date.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, accordingly paragraph 4 (xii) of the Order is not applicable.

(xiii) The Company is not a chit fund / nidhi / mutual benefit fund / society to which the provisions of special statute relating to chit fund etc., are applicable, accordingly paragraph 4 (xiii) of the Order is not applicable.

(xiv) According to the information and explanation given to us and the records of the Company examined by us, the Company is not dealing or trading in shares, securities, debentures and other investments, paragraph 4 (xiv) of the Order is not applicable.

(xv) According to the information and explanations given to us, the Company has not given any guarantee during the yearfor loans taken by others from banks or financial institutions.

(xvi) In our opinion and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purpose for which they have been obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that, during the year, short-term funds have not been used to finance long-term investments.

(xviii) The Company has not made any preferential allotment of shares to parties covered in the Register maintained under Sec 301 of the Companies Act, 1 956 during the year.

(xix) The Company has not issued any debentures during the year.

(xx) The Company has not made any public issue during the year.

(xxi) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year ended 31st March 2010.

For PKF Sridhar & Santhanam

Chartered Accountants

Firm Registration No 003990S

V. Kothandaraman

Partner

Membership No.: 25973

Place: Chennai

Date: July 30, 2010