Directors Report of PVP Ventures Ltd.

Mar 31, 2025

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

The summarized Financial Results are as under:

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

Performance and State of Affairs of the Company

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

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

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

Consequent to the close of the financial year, the Company
on 23^rd April 2025 acquired 56.01% equity stake in Optimus
Oncology Private Limited for a total consideration of ?54.73
Crores and, on the same day, also acquired 52% equity stake
in Biohygea Global Private Limited for a total consideration
of ?7 Crores. Pursuant to these acquisitions, both Optimus
Oncology Private Limited and Biohygea Global Private Limited
have become material subsidiaries of the Company with effect
from 23^rd April 2025.

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

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

Share Capital

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

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

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

The change in nature of the Company''s business

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

Dividend

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

Transfer of Profit to Reserves

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

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

Pursuant to the provisions of Section 134(3)(l) of the Companies
Act, 2013, the Board hereby confirms that there have been no
material changes and commitments affecting the financial
position of the Company between the end of the financial
year, i.e., 31^st March 2025, and the date of this Report except
as stated below.

Subsequent to the closure of the financial year, the Company
successfully raised H 150 Crores through the issuance of Non¬
Convertible Debentures (NCDs) on a private placement basis.
The proceeds from this capital infusion have been judiciously
allocated towards strategic initiatives aimed at strengthening
the Company''s portfolio and enhancing its long-term value
proposition. In line with this objective, the Company has

consummated the acquisition of a majority stake in Optimus
Oncology Private Limited and secured a controlling interest in
Biohygea Global Private Limited, thereby reinforcing its presence
and capabilities in the healthcare and life sciences sectors.

These strategic investments are expected to yield substantial
benefits and contribute meaningfully to the Company''s
long-term growth trajectory, with the financial implications of
these initiatives to be reflected in the results of subsequent
financial periods.

Human Resources

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

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

The Company did not engage in any research and development
activities and hence there is no disclosure to that extent.

The Company did not engage in any manufacturing or
service activities. However, the company had taken all
possible measures to conserve energy and the employees
are encouraged to use electric vehicles, public transport for
commuting wherever possible.

There had been no foreign exchange earnings and outgo
during the year under review.

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

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

Particulars of contracts or arrangements with
related parties

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

The Company entered into transactions with its related
parties in the ordinary course of business and at arms length
basis. During the year under review, there were no materially
significant transactions entered with the related parties which
were in conflict with the interests of the Company and that
require an approval of the Members in terms of the SEBI Listing
Regulations. Adequate disclosures on the RPTs have been
made in Note No 44 of the Notes to the standalone financial
statements which forms part of this annual report.

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

Details of loan from Directors

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

Downstream investments by the Company

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

Corporate Social Responsibility

In terms of the provisions of Section 135 of the Companies Act,
2013, read with the Companies (Corporate Social Responsibility
Policy) Rules, 2014, every company meeting the prescribed criteria
of a net worth of ?500 crores or more, or turnover of ?1,000 crores
or more, or a net profit of ?5 crores or more during the immediately
preceding financial year, is required to spend at least 2% of the
average net profits of the three immediately preceding financial
years on CSR activities.

During the financial year 2023-24, the Company did not meet any
of the applicability thresholds specified under Section 135 of the
Act. Accordingly, the provisions relating to CSR are not applicable
for FY 2024-25, and hence, no amount is required to be spent by
the Company towards CSR activities.

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

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

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

Corporate Governance

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

The Company had obtained a certificate from a Practicing
Company Secretary confirming compliance with the Corporate
Governance requirements per the SEBI Listing Regulations.
The said certificate is enclosed as Annexure 7.

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

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

On 17^th January 2025, the Company received a demand order
from the GST Department amounting to H 6.87 Crores, along
with an additional duty of H 6.87 Crores, aggregating to H 13.74
Crores. The Department''s contention was that the Company
was engaged in real estate project development activities.
However, the Company has consistently maintained that it was
solely the owner of the land and had no involvement in any
development activity.

Consequently, the said demand order was challenged before
the Hon''ble High Court of Madras, which, vide its order dated
21^st July 2025, set aside the demand raised by the Department.

The Auditors have drawn attention to this matter as an
"Emphasis of Matter" in their report, to which the Board has
provided an appropriate response. The detailed response is
included in the Auditor''s section of this Report.

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

After the end of the financial year, on 30^th May 2025, the
Registration Department, Government of Tamil Nadu, raised
a demand of approximately ?12 Crores without providing any
proper rationale or basis for such demand. The Company
challenged the said demand before the Hon''ble High Court of
Madras, which was subsequently set aside by the Court.

The Statutory Auditors have drawn an Emphasis of Matter on
this issue in their Report, and the Management''s response
to the said emphasis has been appropriately provided in the
Auditors'' Section of this Report.

Subsidiaries, Joint Ventures, Associate
Companies

As on March 31, 2025, the Company had three wholly owned
subsidiary companies, two step down subsidiaries and no
associate company.. There were no joint ventures signed by
the Company during the year under review and the Company
does not form part of any joint ventures during the said period.
Form AOC-1 describing the salient features of the financial
statements of the subsidiary companies is enclosed as
Annexure 1 to this report.

In accordance with the provisions of Section 136 of the Act
and the amendments thereto, and the SEBI Regulations,
the audited financial statements, including the consolidated
financial statements and related information of the Company
and financial statements of the Company''s subsidiaries are
placed on the Company''s website viz. www.pvpglobal.com.

The Company has formulated a policy to determine material
subsidiaries. The said policy is available on th Company''s
website viz., www.pvpglobal.com.

Consolidated financial statements

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

Changes in Directors and Key Managerial Personnel

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

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

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

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

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

Declaration by Independent Directors

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

Kumar Independent Directors, under Section 149 (7) of the
Act, that they meet the criteria of independence as laid down
in Section 149(6) of the Act and Regulation 25 of the Listing
Regulations and their Declarations have been taken on record.

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

Confirmation on other matters on Insolvency and
Bankruptcy Code

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

Internal Control Systems and its adequacy

The Company has an adequate internal control system to oversee
the adherence to the Company''s policies, to safeguard the assets,
to ensure that the transactions are at arm''s length, and to ensure
the transactions are accurate, complete and properly authorized
prior to execution. The Management Discussion and Analysis
Report annexed to this report has details of such internal controls.

Risk Management

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

Vigil Mechanism/ Whistle Blower Policy

Pursuant to the provisions of Section 177(9) of the Act, read with
Rule 7 of the Companies (Meetings of Board and its Powers)
Rules, 2014 and Regulation 22 of the SEBI Listing Regulations
and in accordance with the requirements of SEBI (Prohibition of
Insider Trading) Regulations, 2015, the Board of Directors had
approved the Policy on Vigil Mechanism / Whistle Blower and
the same are available on the Company''s website https://www.
pvpglobal.com/pdf/WhistleBlowerPolicy-PVPL.pdf

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

Committees

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

Secretarial Auditor

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

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

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

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

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

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

Secretarial Standards

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

Annual Return

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

Board meetings held during the year

During the year under review, the Board of Directors met 7
(Seven) times. The details of the meetings are furnished in
the Corporate Governance Report enclosed as Annexure 6
to this Report.

Particulars of employees

Disclosure pertaining to the remuneration and other details as
required under Section 197(3) of the Act and the Rules frames
thereunder is enclosed as Annexure 4 to this Report.

The Company''s Employee Stock Option Scheme

During the year under review, no options were granted to any
employee of the Company. The Company has an Employee
Stock Option Scheme as approved by the Board of Directors,
Shareholders and the said scheme is in compliance with
the Securities and Exchange Board of India (Share Based
Employee benefits and Sweat Equity) Regulations, 2021.
Disclosure with respect to the above mentioned ESOP Scheme
is available in the Company''s website https://www.pvpglobal.
com/employee-stock-option-plan/ .

Performance Evaluation

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

Pursuant to the provisions of section 134(3)(p) of the Act
and the relevant SEBI Regulations, the Board has carried out

an evaluation of its performance, the Directors individually as
well as its Committees. The manner in which the evaluation
has been carried out has been explained in the Corporate
Governance Report forming part of the Annual Report.

Directors'' Responsibility Statement

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

(a) In the preparation of the Annual Accounts for the financial
year ended March 31, 2025, the applicable Accounting
Standards have been followed and there are no
material departures.

(b) They have selected such accounting policies and applied
them consistently and made judgments and estimates
that are reasonable and prudent to give a true and fair
view of the state of affairs of the Company at the end of
the financial year and of the profit of the Company for the
financial year 2024-2025.

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

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

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

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

Details in respect of Frauds

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

Cost audit and cost Records

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

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

AUDIT RELATED MATTERS
Statutory Auditors

Section 139 of the Companies Act, 2013 provides for the appointment of Statutory Auditors for a period of five years and thus M/s
PSDY & Associates, Chartered Accountants (Registration No.016025S), Chennai were appointed as the Statutory Auditors of the
Company in the Annual General Meeting of the Company held on 30^th September, 2022 for a period till the conclusion of the Thirty
Sixth Annual General Meeting.

Accordingly, M/s. PSDY & Associates will continue as Statutory Auditors of the Company till the financial year 2026-27.

The Auditors Report for the financial year 2024-25 on the financial statements does not contain any qualifications, reservations,
adverse remark or disclaimer w.r.t. true and fair view of state of affairs.

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

S. No.	Emphasis of Matter	Management Response
1.	We draw attention to Note No. 61 of the Standalone Financial Statements which highlights that, Corporation Finance Investigation Department ("Investigation department") of Securities and Exchange Board of India ("SEBI") has issued summons under Section 11C of SEBI Act, 1992, to the Company, Chief Executive Officer and the Managing Director for production of documents before the Investigating Authority. The summons were issued relating to loans and investments extended to the erstwhile subsidiaries (currently related party) - PVP Global Ventures Private Limited and PVP Media Ventures Private Limited and Wholly owned subsidiary - Safetrunk Services Private Limited. As stated in the said note, the Management has duly responded to the said summons and is confident of a favourable outcome. Our opinion is not qualified in respect of above matter.	During the year under review, the company received certain notices from SEBI seeking clarifications and information with respect to loans and investments made in its subsidiaries. The company has provided comprehensive responses to all such queries within the stipulated timelines and has ensured full compliance with the applicable regulatory requirements. The Board would like to emphasize that these notices were in the nature of information requests and did not involve any adverse findings. The Company remains fully committed to the highest standards of governance and is confident of a positive outcome in this regard.
2.	We draw attention to Note No. 51 & Note No. 52 of the Standalone Financial Statements, w.r.t interest free secured loan provided to New Cyberabad City Projects Private Limited (NCCPL) erstwhile subsidiary and currently a related party of the Company and the corresponding accounting. Principal amount of Rs. 21,843.49 lakhs is outstanding from the said party as at 31 March 2025. The Management of the Company is confident of recovering the loan within the extended tenor duly factoring in the future business plans 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.	The lands held by the Company through its erstwhile subsidiary NCCPPL were earlier attached in connection with ongoing proceedings initiated by the Enforcement Directorate (ED) and SEBI. Subsequently, the Company was fully exonerated from all such cases. However, despite the exoneration, the attached lands were not released by the ED. In view of the continued attachment, the Company approached the Hon''ble High Court of Telangana through a Writ Petition. The Court directed the release of the said lands. Pursuant to the Court''s directions, the lands were released by the Enforcement Directorate during the financial year 2025 - 26. It is pertinent to note that at the time of initial attachment, the lands were situated in the erstwhile State of Andhra Pradesh. Post-bifurcation, the said lands now fall within the State of Telangana. The Company is in the process of updating the land records on the official portal "Dharani." Upon completion of this process, the Company intends to monetize these lands, and the proceeds will be utilized for repayment of debt in accordance with the approved restructuring scheme. In view of the above, the Board is confident of recovering the monies from monetization of the lands within the stipulated tenor and, accordingly, does not consider it necessary to consider for any allowances as the realizable value is expected to be significantly higher.

S. No.	Emphasis of Matter	Management Response
3	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.	This point on Emphasis of Matter is linked to point (b). Accordingly, the Board draws attention to point (b) and assures that the Company is taking all possible efforts to monetize the said lands. Once the lands are monetized, as per the approved Scheme of Business Arrangement, the loans shall be recovered from PHML. The Board further notes that the value of these lands is expected to appreciate, and therefore, does not consider it necessary to create any allowances or recognize credit losses in respect of the same.
4	We draw attention to Note No. 40 of the Standalone Financial Statements, w.r.t appeals which have been filed w.r.t various Income Tax (IT), Goods and Service Tax (GST), Securities and Exchange Board of India (SEBI) and Stamp Duty matters are pending adjudication with the appellate authorities. The Company has been advised that it has a good case to support its stand and no provision is required to be created in this regard. Our opinion is not qualified in respect of above matter.	During the period under review, the Company challenged the claims and demands raised by the GST Department and the Department of Registration, Government of Tamil Nadu, respectively, before the Hon''ble High Court of Madras. In both cases, the Company obtained favorable orders, setting aside the claims raised by the respective Government Departments. With respect to the matters involving the Income Tax Department and SEBI, these cases are ongoing, and there have been no significant developments during the year under review. Accordingly, the Board is of the firm view that there is no requirement to create any additional provisions in this regard.
5	We draw attention to Note No. 46 of the Standalone Financial Statements, regarding management assessment w.r.t applicability of the provisions of Section 135 of the Act and rules thereon towards Corporate Social Responsibility (CSR) expenditure for the year ended 31 March 2024. The 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.	The Board is of the considered opinion that the profits generated by the Company during the Financial Year 2023-24 were not operational in nature. These profits primarily arose from certian exceptional items like waiver of interest on debetures. pursuant to a one-time settlement arrangement with the debenture holders. The Board views these as exceptional items, and therefore, the provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility (CSR) are not applicable. Further, as on date, the legislative intent of the CSR provisions is under interpretation, and non-compliance, if any, has not been established or ascertained.

S. No.	Emphasis of Matter	Management Response
6	We draw attention to Note no. 50 of the Standalone financial statements, which is w.r.t acquisition of Humain Health Tech Private Limited ("HHT") from PV Potluri Ventures Private Limited, related party of the Company for an amount of Rs. 2,249.60 Lakhs. Further, the Company has provided a loan amounting to Rs. 2,215.03 Lakhs to support the operations 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.	The Board wishes to clarify that one of the locations, namely the Bangalore laboratory, was closed during the year under review primarily on account of intense competitive pressures and the attrition of critical personnel. The remaining locations under this business vertical continue to operate satisfactorily. In alignment with the Company''s long-term strategy of strengthening and expanding its healthcare portfolio, the Company has successfully completed select acquisitions and is implementing necessary measures to consolidate operations. The Board is confident that these steps will enable the realization of synergy benefits in the near future. Further, as a matter of prudence and in strict compliance with the applicable Accounting Standards, the Company has recognized impairment wherever required.

The Statutory Auditors Report for the financial years 2024 - 25
does not contain any modification or qualification w.r.t true and
fair view on the satate of affairs.

Management responses to the Points on "Other Legal and
Regulatory Requirements Section" and the "Companies
(Auditor''s Report) Order 2020" are detailed below:

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

The loans granted in prior years PVP Global Ventures Private
Limited (erstwhile subsidiary, now a related party) and PVP
Media Ventures Private Limited (erstwhile subsidiary, now
a related party), amounting to Rs. 39,114.72 Lakhs as on
31 March 2025, were unsecured and were fully provided
for as at previous year end. Except for the loan provided to
Newcyberabad City Projects Private Limited, all other loan
balances have been fully provided for. (Refer Note 5.2 to
the Standalone Financial Statements).

The loans granted in prior years to Safetrunk Services
Private Limited, amounting to Rs. 666.02 lakhs were fully
provided. Despite the same, the Company has further
provided loans amounting to Rs. 0.18 Lakhs to Safetrunk
Services Private Limited during the year against which
corresponding provision has also been created for an
equivalent amount during the year ended 31 March 2025.

During the year 31 March 2025 the Company had
advanced loans amounting to Rs 2,215.03 Lakhs to Humain
Healthtech Private Limited which are interest free and
unsecured despite cessation of one of the operations of
HHT and deteriorating overall financial and operational

position, including the net worth of the subsidiary. While
the Company pays interest on loans taken / other long term
financial liabilities from Related Parties, no interest has been
charged on the loans advanced to HHT. (Refer Note 5.2 to
the Standalone Financial Statements).

(b) In respect of loans granted by the Company, the schedule of
repayment is not stipulated w.r.t. loans granted to two of its
subsidiaries and two of its erstwhile subsidiaries (currently
related parties) and in the absence of such schedule, we
are unable to comment on the regularity of the repayments
of principal amounts.

(c) In respect of advances in the nature of loans provided
by the Company, there is no overdue amount remaining
outstanding as at the balance sheet date except w.r.t. loans
granted to two of its subsidiaries and two of its erstwhile
subsidiaries (currently related parties) wherein the schedule
of repayment of principal has not been stipulated and in the
absence of such schedule, we are unable to comment on
the amount overdue.

(d) None of the advances in the nature of loans granted by
the Company have fallen due during the year except
w.r.t. unsecured Loans granted to two of its subsidiaries/
two of its erstwhile subsidiaries (currently related parties)
wherein the schedule of repayment of principal has not
been stipulated and in the absence of such schedule, we
are unable to comment on the amount due.

Management response:

The Company had extended the loans for supporting the

operational/ financial needs of these entities and overall benefit

of the Group. At the time of extending the loans, these entities
were subsidiaries of the Companies, and no new loans were
granted post these entities ceasing to be subsidiaries on
account of restructuring.

Since these loans were granted as a financial support to these
entities, the schedule of repayment are not defined. The
Management of the Company is in constant discussion with
these entities, and once the cashflows of these entities are
regular, the repayment of the loan shall also commence.

With respect to loan given to HHT, HHT is a 100% subsidiary
of PVP Ventures Limited. PVP Ventures Limited has
advanced loans to repay the debt takeover on account of
acquisition of HHT.

(e) The Company has not been regular in depositing
undisputed statutory dues. There have been material
delays in remittance of Provident Fund, Employees'' State
Insurance Tax Deducted at Source, Goods and Services
Tax, Income Tax (including Advance tax), Urban Land Tax
and other material statutory dues applicable to it to the
appropriate authorities.

The Company has not deposited the following undisputed
statutory dues which were outstanding at the year- end for
a period of more than six months from the date they became
payable are as follows:

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

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

Management response:

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

(f) Though the Company has an internal audit system as
required under Section 138 of the Act, the same needs
to be further strengthened to ensure periodical coverage
of the entire year and all business cycles, to make it
commensurate to the size and nature of its business.

Management response:

For the healthcare subsidiaries, the Company has appointed
BDO as an internal auditor for the FY 2024-25 to strengthen
the internal audit controls.

(g) While the Company believes that Section 135 of the
Act w.r.t Corporate Social responsibility (CSR) would be
applicable for the year ended 31 March 2024, however the
Company has not yet finalized its computations considering
the legal interpretations around certain items accounted
in the Statement of Profit and Loss for the financial year
2022-23 and the treatment of the same for the purpose of
computing the profits under Section 198 of the Act based
on which the amount liable to be spent has to be computed.
Consequently, since the amount has not been finalized the
same has also not been transferred to a fund specified in
Schedule VII of the Act. Such transfer is required to be done
within 6 months from that date, i.e by 30 September 2024.

The Company has created a provision of Rs. 92.38 lakhs
on a conservative basis, towards unspent CSR for Financial
year 2023-24 during the current year ended 31 March
2025 which is the estimated maximum amount to be spent.

Further, the Company has not satisfied the applicability
criteria for FY 23-24 and hence CSR is not applicable to the
Company for FY 24-25.

Management response:

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

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

Internal Financial Controls Over Financial
Reporting

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

Management response:

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

Director''s disqualification

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

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

Management response:

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

Audit Trail

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

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

Management response:

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

Internal Auditor

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

BOARD COMMITTEE COMPOSITION

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

A. AUDIT COMMITTEE

Pursuant to Regulation 18 of SEBI Regulations and
the provision of Section 177(8) read with Rule 6 of the
Companies (Meeting of Board and its Powers) Rules
2014, the Company has duly constituted a qualified and
independent Audit Committee. The Audit Committee of
the Board consists of two "Independent Director" and
One "Non - Independent Directors" as members having
adequate financial and accounting knowledge. The
composition, procedures, powers, and role/functions of
the audit committee and its terms of reference are set out
in the Corporate Governance Report forming part of the
Board''s Report.

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

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

B. NOMINATION AND REMUNERATION COMMITTEE

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

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

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

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

The Nomination and Remuneration Policy of your
Company is set out and available on your company website
www.pvpglobal.com. A detailed note on the Nomination

and Remuneration Committee is given in the Corporate
Governance Report forming part of the Annual Report.

C. STAKEHOLDERS'' RELATIONSHIP COMMITTEE

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

D. CORPORATE SOCIAL RESPONSIBILITY

COMMITTEE

The Board has constituted the Corporate Social
Responsibility Committee in accordance with Section 135
of the Companies Act, 2013. The Company is committed
to operate in a socially responsible manner in terms
of protecting the environment and conserving water
resources and energy.

OTHER MATTERS

A. Remuneration details of Directors and Employees

The Company''s policy on Directors'' appointment

and remuneration, including criteria for determining

qualification, positive attributes and independence of a
director and other matters provided under sub-section
(3) of section 178, is posted on our company''s website in
the following link https://pvpglobal.com/other-statutory-
information/ and forms part of this Report pursuant to the
first proviso of Section 178 of the Act.

B. Debentures

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

C. Bonus Shares

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

D. Borrowings

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

E. Deposits

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

F. Transfer to Investor Education and Protection Fund

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

G. Code of Conduct for Directors and Senior
Management:

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

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

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

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

H. Management Discussion and Analysis Report

In accordance with the requirement of the SEBI
Regulations, the Management Discussion and Analysis
Report is presented in a separate section of the Annual
Report, which is appended as Annexure 5.

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

The Company has in place a Sexual Harassment Policy
in line with the requirement of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

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

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

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

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

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

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

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

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

L. Green initiatives

Pursuant to the provisions of Section 108 of the Act
read with Rule 20 of the Companies (Management and
Administration) Rules, 2014 (as amended) and Regulation
44 of SEBI Regulations(as amended), and inline with
the circulars issued by the Ministry of Corporate Affairs
(MCA) on various dates, the Company is providing the
facility of remote e-voting to its members in respect of the
business to be transacted at the Annual General Meeting.
Electronic copies of the Annual Report 2024-2025 and
Notice of the Thirty Fourth Annual General Meeting are
sent to all the members whose email addresses are
registered with the Company/Depository Participant(s).
Further, the soft copy of the Annual Report (in pdf format)
is also available on our website https://www.pvpglobal.
com/annual-reports/. For this purpose, the Company
has entered into an arrangement with National Securities

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

Acknowledgement

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

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

By the Order of Board of Directors
For PVP Ventures Limited

Prasad V. Potluri

Place : Hyderabad Chairman & Managing Director

Date : August 20, 2025 DIN - 00179175

---

Mar 31, 2024

Your Directors have the pleasure in presenting the Thirty Third Board Report of PVP Ventures Limited along with the Audited Standalone and Consolidated Financial Statements for the year ended March 31, 2024.

The summarized Financial Results are as under:				[Rs. In Lakhs]
Particulars	Standalone		Consolidated
	Year Ended	Year Ended	Year Ended	Year Ended
	March 31, 2024	March 31, 2023	March 31, 2024	March 31, 2023
Summary of Statement of Profit and Loss:
Total Income	767.65	16,013.98	1,680.27	17,608.06
Less: Total Operating and other administrative expenses	1,075.50	2,071.3	2,044.02	4,267.65
Profit/(Loss) before Finance cost and Depreciation	(307.85)	13,942.68	(363.75)	12,980.41
Less: Finance Cost	490.33	762.26	536.62	1,008.80
Profit/(Loss) before Depreciation	(798.18)	13,180.42	(900.37)	11,971.61
Less: Depreciation and Amortization	80.47	84.75	190.13	112.06
Profit/(Loss) before Exceptional Items	(878.65)	13,095.67	(1,090.50)	11,859.55
Less: Exceptional Items	(3,650.28)	6,870.67	(7,248.20)	(14,396.93)
Profit/(Loss) before Tax	2,771.63	6,225.00	6,157.70	26,256.48
Less: Tax including Deferred Tax	(467.77)	2,428.20	(496.28)	2,478.76
Profit/(Loss) after Tax	3,239.40	3,796.80	6,653.98	23,777.72
Other Comprehensive Income/(Loss)	(225.30)	7.96	(222.56)	7.79
Total Comprehensive income/(Loss)	3,014.10	3,804.76	6,431.42	23,785.51
Earnings per Share (In Rs.)	1.28	1.55	2.64	5.87
Summary of Movement of Retained Earnings :
Balance brought forward from last year	(90,269.88)	(94,074.64)	(1,04,568.18)	(1,18,945.04)
Add: Profit/(Loss) after Tax	3,239.40	3,796.80	6,700.88	14,376.86
Other Comprehensive Income	(225.30)	7.96	3.49	0
Less: Appropriations	-	-	-	-
Final Dividend	-	-	-	-
Tax on Dividend	-	-	-	-
Balance Carried to Balance Sheet	(87,255.78)	(90,269.88)	(85,555.09)	(104,729.49)

Performance and State of Affairs of the Company

The projects already signed by the Company with Brigade Enterprises Limited, Rainbow Foundations Limited, Casagrand Builders Private Limited for developing residential communities on a portion of its land parcel situated at Perambur, Chennai progressed as per expectations. Major portion of the revenue will be realized during the financial year 2025 to 2027. The Company''s revenue is expected to show a substantial increase as the apartments come up for sale.

During the year under review, the total consolidated revenue stood at Rs. 1,680.27 Lakhs against the previous year revenue of Rs. 17,608.06 lakhs. The profit after tax is Rs. 6,653.98 lakhs against the previous year PAT of Rs. 23,777.72 lakhs.

The diagnostics division of the Company contributed to the consolidated revenue of the Company. The Company is actively pursuing a unique house of brands strategy aimed at creating a healthcare platform including specialty services, diagnostics, teleradiology and senior care. Going forward, the Company will be focusing on healthcare services relying

on the cash flows from its real estate operations to fund its foray into healthcare through acquisitions.

During the year under review, the Company implemented a significant restructuring of its holding structure and investments to bring about focus. The group has streamlined its operations majoriy focusing on real estate and healthcare. During the year under review, the Company brought into its fold Humain Heaithtech Private Limited, a medical diagnostic company. The company also divested two of its wholly owned subsidiaries (PVP Global Ventures Private Limited and PVP Media Ventures Private Limited) and a subsidiary New Cyberabad City Projects Private Limited. Pursuant to this exercise, Picturehouse Media Limited, a listed company ceased to be its subsidiary.

Share Capital

During the year under review there was an increase in paid up share capital from Rs. 24,50,52,701 to Rs.26,04,03,681 due to:

¦ Conversion of fully convertible debentures where in the company allotted 24,50,980 equity shares to Vikasa India fund

¦ 1,29,00,000 equity shares allotted to PV Potiuri Ventures Private Limited for part consideration payable for the acquisition of Humain Heaithtech Private Limited

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

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

The change in nature of the Company''s business

During the financial year 2023-2024, there was no change in the nature of the Company''s business. No material change and/or commitment affecting the financial position of your Company has occurred during the year under review.

Dividend

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

Transfer of Profit to Reserves

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

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

During the period between the year ended March 31, 2024 and date of this report, an amount of Rs. 48 crores which

was deposited in an escrow account by Brigade Enterprises Limited is received by the Company on July 24, 2024.

There are no other material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

Human Resources

The number of direct employees as on March 31, 2024, was 33. The Company provides equal opportunities regardless of race and gender. The Company continues to attract talent with competency for the growth of the Company. Employee relations continue to be cordial and harmonious at all levels and in all the divisions of the Company. The Board of Directors would like to express their sincere appreciation to all the employees for their continued hard work and dedication.

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

The Company did not engage in any research and development activities and hence there is no disclosure to that extent.

The Company did not engage in any manufacturing or service activities. However, the company had taken all possible measures to conserve energy and the employees are encouraged to use electric vehicles, public transport for commuting wherever possible.

There had been no foreign exchange earnings and outgo during the year under review.

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

The particulars of loans, guarantees and investments under Section 186 of the said Act, read with the Companies (Meetings of Board and its Powers) Rules, 2014 for the financial year 2023-2024 are given in Note No. 5, 6, 7, 12 & 14 of the Notes to the standalone financial statements.

Particulars of contracts or arrangements with related parties

In compliance with the Act and the Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) 2015 ("Listing Regulations"), the Company has formulated a Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions (RPTs) as approved by the Board which is available on the Company''s website www.pvpgiobai.com

The Company entered into transactions with its related parties in the ordinary course of business and at arms iength basis. Aii such transactions were piaced and approved by the Audit Committee. During the year under review, there were no materiaiiy significant transactions entered with the related parties which were in conflict with the interests of the Company and that require an approval of the Members in

terms of the SEBI Listing Regulations. Adequate disclosures on the RPTs have been made in Note No 43 of the Notes to the standalone financial statements which forms part of this annual report.

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

Details of loan from Directors

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

Downstream investments by the Company

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

Corporate Social Responsibility

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

The Company had constituted the CSR Committee as per the provisions of Section 135 of the Act read along with the relevant Rules and the SEBI Listing Regulations. The Committee formulated a policy and the same is available for access at the Company''s website www.pvpgiobai.com. The composition of the committee is disclosed in the Corporate Governance Report which forms part of this report. The core functions of the committee is to formulate and recommend to the Board the activities to be undertaken by the Company as specified in Schedule VII of the Act. However, since the Company did not have adequate profit, no amount was allocated and spent on the CSR projects.

Corporate Governance

The Company is committed to maintaining the highest standards of corporate governance. The Company''s Annuai Report contains a certificate issued by the Chief Executive Officer in terms of SEBI Listing Regulations on the compliance declarations received from the Directors and the senior Management personnel and is enclosed along with Annexure 1. The Corporate Governance Report is enciosed as Annexure 1 to this Report.

The Company had obtained a certificate from a Practicing Company Secretary confirming compiiance with the

Corporate Governance requirements per the SEBI Listing Regulations. The said certificate is enclosed as Annexure 2.

The certificate from the Chief Executive Officer and Chief Financial Officer are enclosed along with Annexure 1.

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

After the balance sheet date, the Company received an adjudication order from the Securities and Exchange Board of India ("SEBI") that the Company did not file the no defauit statement to the credit rating agency pursuant to their continuous surveillance for credit rating. The default was alleged to be between July 2017 to June 2018. This order was passed pursuant to a personai representation by the Company''s representatives in June 2022 in SEBI''s office. SEBI levied a penalty of Rs 14,00,000/-. The order was served to the Company on July 06, 2024. The Company has appeaied against the order since the Company has in fact compiied with the credit rating agency''s request by submitting the no default statement for the period under dispute. The Company is confident of a favorable disposal of this order.

Apart from the above, there are no significant and materiai orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

Subsidiaries, Joint Ventures, Associate Companies

As on March 31, 2024, the Company had three whoiiy owned subsidiary companies, two step down subsidiaries and no associate company. During the year under review, Humain Heaithtech Private Limited became a wholly owned subsidiary and PVP Media Ventures Private Limited, PVP Giobai Ventures Private Limited ceased to be whoiiy owned subsidiaries of the Company. There were no joint ventures signed by the Company during the year under review and the Company does not form part of any joint ventures during the said period. Form AOC-1 describing the salient features of the financiai statements of the subsidiary companies is enclosed as Annexure 3 to this report.

In accordance with the provisions of Section 136 of the Act and the amendments thereto, and the SEBI Regulations, the audited financiai statements, inciuding the consoiidated financial statements and related information of the Company and financial statements of the Company''s subsidiaries are placed on the Company''s website viz. www.pvpgiobai.com.

After the balance sheet date, the Board of Directors of the Company has approved for voluntary strike off of one of its subsidiaries viz., Safetrunk Services Private Limited through a circular resolution dated July 10, 2024 since the subsidiary ceased to carry on any business since the Financial year 2021-22.

The Company has formuiated a poiicy to determine materiai subsidiaries. The said policy is available on th Company''s website viz., www.pvpgiobai.com.

Consolidated financial statements

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

Changes in Directors and Key Managerial Personnel

During the year under review, the following key managerial personnel were separated from the Company:

S. No	Name of the Personnel	Designation	Cessation Date
1	Ms. Derrin Ann Geroge	Deputy Company Secretary	November 8, 2023
2	Mr. M Kumar	Company Secretary	February 29, 2024
3	Mr. R Sabesan	Chief Financial Officer	December 27, 2023
During the year under review and after the balance sheet date, the following appointments took place:
S. No	Name of the Personnel	Designation	Appointment Date
1	Mr. Mahesh D	Company Secretary	May 28, 2024
2	Mr. K Anand Kumar	Chief Financial Officer	February 13, 2024
During the year under review the following changes have occurred in the Composition of the Board of Directors of the Company.
S. No	Name of the Director	Reason for Change
1	Mr. N S Kumar	Resigned with effect from May 31, 2023
2	Mr. Arjun Ananth	Appointed as Whole Time Director and Chief Executive Officer of the Company with effect from July 4, 2023
3	Mr. Subramanian Parameswaran	Change of designation from Non-Executive Director Non Independent Director to NonExecutive Independent Director with effect from June 5, 2023
4	Mr. Sohrab Chinoy Kersasp	Resigned with August 8, 2023	effect from
5	Mr. Gautam Shahi	Appointed as Non-Executive Independent Director with effect from August 16, 2023
6	Mr. Nandakumar Subburaman	Resigned with August 24, 2023	effect from
7	Mr. Kushal Kumar	Appointed as Non-Executive Independent Director with effect from February 29, 2024.

Declaration by Independent Directors

The Company has received necessary declarations from Mr. N S Kumar, Mr. Sohrab Chinoy Kersasp, Mr. Nandakumar Subburaman, Mr. Subramanian Parameswaran, Mr. Gautam Shahi, Mr. Kushal Kumar Independent Directors, under Section 149 (7) of the Act, that they meet the criteria of independence as laid down in Section 149(6) of the Act and Regulation 25 of the Listing Regulations and their Declarations have been taken on record.

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

Confirmation on other matters on Insolvency and Bankruptcy Code

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

Internal Control Systems and its adequacy

The Company has an adequate internal control system to oversee the adherence to the Company''s policies, to safeguard the assets, to ensure that the transactions are at arm''s length, and to ensure the transactions are accurate, complete and properly authorized prior to execution. The Management Discussion and Analysis Report annexed to this report has details of such internal controls.

Risk Management

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

Vigil Mechanism/ Whistle Blower Policy

Pursuant to the provisions of Section 177(9) of the Act, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI Listing Regulations and in accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors had approved the Policy on Vigil Mechanism / Whistle Blower and the same are available on the Company''s website https://www.pvpglobal.com/pdf/ WhistleBlowerPolicy-PVPL.pdf

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

Committees

As on March 31, 2024 the Company has constituted Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee as per prescribed statutes. Composition of these committees are provided in the Report on Corporate Governance which forms part of this Report.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel), Rules 2014, the Board of Directors in their meeting held on May 28, 2024, approved the appointment of M/s. Damodaran & Associates (Practicing Company Secretaries), Chennai as the Secretarial Auditors of the Company to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2024. The Company had received necessary consent from the firm to act as the Secretarial Auditor of the Company.

Responses to Auditors'' Qualifications

The Secretarial Audit Report for the financial year ended March 31, 2024 is enclosed as Annexure 4 to this Report. The said report had highlighted the following deviations. Management response for the deviations is also given below

S. No.	Deviations	Management Response
1.	During the period from November 25, 2023 to February 28, 2024, the board of directors of the Company comprised of only three Non-Independent Directors and two Independent Directors. Hence, half of the Board of Directors of the Company did not comprise Independent Directors as required under Regulation 17(1)(b) of SEBI (LODR).	The Chairman established contacts with several potential candidates for filling this casual vacancy. The potential candidates for Independent Directors were evaluated on the basis of various criteria viz., having adequate skills, expertise, and competence in the fields of governance, strategy, financial management, risk management, regulatory and legal affairs. This process took longer than expected and
2.	During the period from November 25, 2023 to February 28, 2024, the board of directors of the Company comprised of five Directors. Hence, the Company did not comply with the requirements of the provisions of Regulation 17(1)(c) of SEBI (LODR) during the above said period.	hence there was a delay in filling the vacancy. Subsequently, the Company paid the necessary fine to the National Stock Exchange and there is no further action required in this regard. The Company is now in compliance with the board composition requirements.

The Statutory Auditors Report for the financial year 2023-24 does not contain any modification or qualification w.r.t true and fair view on the state of affairs.

Management responses to the Points on "Other Legal and Regulatory Requirements Section" and the "Companies (Auditor''s Report) Order 2020" are detailed below:

a) The terms and conditions of loans granted by the Company to 2 of its erstwhile subsidiaries and currently related parties and 1 subsidiary (loan amount granted Rs. 17.01 Lakhs and balance outstanding as at balance sheet date Rs. 39,780.73 Lakhs) are prejudicial to the Company''s interest for the loans granted as below:

The loans granted in prior years to Safetrunk Services Private Limited (Subsidiary), PVP Global Ventures Private Limited (erstwhile subsidiary, now a related party) and PVP Media Ventures Private Limited (erstwhile subsidiary, now a related party), amounting to Rs. 39,864.01 Lakhs as on 31 March 2023, were unsecured and were fully provided for. Despite the same, the Company has further provided loans amounting to Rs. 17.01 Lakhs to these parties during the year against which corresponding provision has also been created for an equivalent amount during the year ended 31 March 2024.

b) In respect of loans granted by the Company, the schedule of repayment is stipulated except w.r.t. loans granted to one of its subsidiaries and two of its erstwhile subsidiaries (currently related parties) wherein the schedule of repayment of principal has not been stipulated and in the absence of such schedule, we are unable to comment on the regularity of the repayments of principal amounts.

c) In respect of advances in the nature of loans provided by the Company, there is no overdue amount remaining outstanding as at the balance sheet date except w.r.t. loans granted to one of its subsidiaries/ two of its erstwhile subsidiaries (currently related parties) wherein the schedule of repayment of principal has not been stipulated and in the absence of such schedule, we are unable to comment on the amount due.

d) None of the advances in the nature of loans granted by the Company have fallen due during the year except w.r.t. unsecured Loans granted to one of its subsidiaries/ two of its erstwhile subsidiaries (currently related parties) wherein the schedule of repayment of principal has not been stipulated and in the absence of such schedule, we are unable to comment on the amount due.

Management response: The Company had extended the loans for supporting the operational/ financial needs of these entities and overall benefit of the Group. At the time of extending the loans, these entities were subsidiaries of the Companies, and no new loans were granted post these entities ceasing to be subsidiaries on account of restructuring.

Since these loans were granted as a financial support to these entities, the schedule of repayment are not defined. The Management of the Company is in constant discussion with these entities, and once the cashflows of these entities are regular, the repayment of the loan shall also commence.

e) The Company has generally been regular in depositing undisputed statutory dues w.r.t Provident Fund and Employees'' State Insurance. However there have been material delays in remittance of Tax Deducted at Source, Goods and Services Tax, Income Tax (including Advance tax) ,Urban Land Tax and other material statutory dues applicable to it to the appropriate authorities.

Management response: During FY 2023-24, the Group underwent a major restructuring and divested nonprofitable ventures and restructured its debt obligations, thereby freeing up working capital. After the date of audit report and until the date of this report, the Company has remitted income tax dues of FY 2022-23 approximating to Rs. 1606.43 lakhs.

f) Though the Company has an internal audit system as required under Section 138 of the Act, the same needs to be further strengthened to ensure periodical coverage of the entire year and all business cycles, to make it commensurate to the size and nature of its business.

Management response: For the healthcare subsidiaries, the Company has appointed BDO as an internal auditor for the FY 2024-25 to strengthen the internal audit controls.

g) Based on written representations received from the directors as on 31 March 2024, taken on record by the Board of Directors, except for the directors Prasad V. Potluri, P J Bhavani, Subramanian Parameswaran 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.

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

disqualification under Section 164(2)(b) of the Act is not attracted.

h) Based on our exa mination, 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. Corresponding qualification have also been included under the clause on "maintenance of books of accounts".

Management response: The Company has already implemented controls on various processes. The control includes engagement of an internal auditor, maker-checker and delegation of authorities. The Company is in discussions with vendors and will enable the audit trail functionality.

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

Humain Healthtech Private Limited, a material unlisted subsidiary of the Company, had obtained the Secretarial Audit Report from M/s. Damodaran & Associates, Practicing Company Secretaries and this report is enclosed as Annexure 5. This subsidiary company is in the process of filling the board position with the right candidate who shall also be an Independent Director as described in the Report and also in compliance with the Act and the Listing Regulations.

Secretarial Standards

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

Annual Return

Pursuant to the provisions of Section 92(3) read with Section 134(3) of the Act, the Annual Return of the Company as at March 31, 2024 is available on the Company''s website at https://www.pvpglobal.com/annual-return/.

Board meetings held during the year

During the year under review, the Board of Directors met nine (9) times. The details of the meetings are furnished in the Corporate Governance Report enclosed as Annexure 1 to this Report.

Particulars of employees

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

The Company''s Employee Stock Option Scheme

During the year under review, no options were granted to any employee of the Company. The Company has an Employee Stock Option Scheme as approved by the Board of Directors, Shareholders and the said scheme is in compliance with the Securities and Exchange Board of India (Share Based Employee benefits and Sweat Equity) Regulations, 2021. Disclosure with respect to the above mentioned ESOP Scheme is available in the Company''s website https://www. pvpgiobai.com/empioyee-stock-option-pian/ .

Performance Evaluation

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

Pursuant to the provisions of section 134(3)(p) of the Act and the reievant SEBI Reguiations, the Board has carried out an evaiuation of its performance, the Directors individuaiiy as weii as its Committees. The manner in which the evaiuation has been carried out has been expiained in the Corporate Governance Report forming part of the Annuai Report.

Directors'' Responsibility Statement

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

(a) In the preparation of the Annuai Accounts for the financiai year ended March 31, 2024, the appiicabie Accounting Standards have been foiiowed and there are no materiai departures.

(b) They have seiected such accounting poiicies and appiied them consistentiy and made judgments and estimates that are reasonabie and prudent to give a true and fair view of the state of affairs of the Company at the end of the financiai year and of the profit of the Company for the financiai year 2023-2024.

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

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

(e) They have iaid down proper internai financiai controis to be foiiowed by the Company and such internai financiai controis are adequate and are operating effectiveiy; and

(f) They have devised proper systems to ensure compiiance with the provisions of aii appiicabie iaws and that such systems are adequate and operating effectiveiy.

Details in respect of Frauds

The Company''s auditors'' report does not have any statement on suspected fraud in the company''s operations to expiain as per Sec. 134(3) (ca) of the Act.

Cost Records

Ruie 3 of the Companies (Cost Records and Audit) Ruies, 2014 provides the ciasses of companies, engaged in the production of goods or providing services, having an overaii turnover from aii its products and services of Rs.35 crore or more during the immediateiy preceding financiai year to maintain cost records in their books of account.

Maintenance of cost records as specified by the Centrai Government under sub-section (1) of section 148 of the Act, is not required by your Company and hence, such accounts and records are not made and maintained.

Audit related matters Statutory Auditors

Section 139 of the Companies Act, 2013 provides for the appointment of Statutory Auditors for a period of five years and thus M/s PSDY & Associates, Chartered Accountants (Registration No.016025S), Chennai were appointed as the Statutory Auditors of the Company in the Annuai Generai Meeting of the Company heid on 30^th September, 2022 for a period tiii the conciusion of the Thirty Sixth Annuai Generai Meeting.

Accordingiy, M/s. PSDY & Associates wiii continue as Statutory Auditors of the Company tiii the financiai year 2026-27.

Internal Auditor

The Board appointed Phanindra & Associates Chartered Accountants Chartered Accountants as the internai auditor for the Financiai Year 2023-2024 based on the recommendation of the Audit Committee. The Board had appointed BDO India LLP as the Internai Auditors for auditing the heaithcare business for the financiai year 2024-2025.

Board Committee Composition

The Board has constituted the foiiowing committees viz. Audit Committee, Stakehoiders'' Reiationship Committee, Nomination and Remuneration Committee, Corporate Sociai Responsibiiity Committee and Investment Committee.

A. Audit Committee

Pursuant to Reguiation 18 of SEBI Reguiations and the provision of Section 177(8) read with Ruie 6 of the Companies (Meeting of Board and its Powers) Ruies 2014, the Company has duiy constituted a quaiified and independent Audit Committee. The Audit Committee of the Board consists of two "Independent Directors" and

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

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

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

B. Nomination and Remuneration Committee

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

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

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

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

The Nomination and Remuneration Policy of your Company is set out and available on your company website www.pvpglobal.com. A detailed note on the Nomination and Remuneration Committee is given in the Corporate Governance Report forming part of the Annual Report.

C. Stakeholders'' Relationship Committee

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

D. Corporate Social Responsibility Committee

The Board has constituted the Corporate Social Responsibility Committee in accordance with Section

135 of the Companies Act, 2013. The Company is committed to operate in a socially responsible manner in terms of protecting the environment and conserving water resources and energy.

Other Matters

A. Remuneration details of Directors and Employees

The Company''s policy on Directors'' appointment and remuneration, including criteria for determining qualification, positive attributes and independence of a director and other matters provided under sub-section (3) of section 178, is posted on our company''s website in the following link https://pvpglobal.com/other-statutory-information/ and forms part of this Report pursuant to the first proviso of Section 178 of the Act.

B. Debentures

During the previous year, the Company has redeemed Non-Convertible Debentures (Tranche A & B) in its entirety. The Company entered into a One-Time Settlement with the debenture holder for waiver of principal amounting to Rs. 371.5 lakhs (Tranche B) and interest accrued amounting to Rs. 7,445.5 lakhs (Tranche A & B). Thus, the liability of the Company has been reduced significantly.

During the year under review, the Company received a request for conversion of 5,000, 14.5% Fully Convertible Debentures (FCD''s) at a price of Rs. 204 from the current debenture holder i.e, Vikasa India EIF I Fund - Incube Global Opportunities vide letter dated 19 April 2023 which was later approved by the Board in the meeting held on April 28, 2023. The Company has also obtained a waiver for the interest accrued on FCD''s upto March 31, 2023.

As on March 31, 2024, the Company has no outstanding debentures.

C. Bonus Shares

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

D. Borrowings

The Company has outstanding borrowings including loan from subsidiary companies and other related parties for the financial year ended March 31, 2024 as disclosed in Note No. 23 of the audited standalone financial statements of the Company for the year ended March 31, 2024.

E. Deposits

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

F. Transfer to Investor Education and Protection Fund

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

G. Code of Conduct for Directors and Senior Management:

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

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

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

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

H. Management Discussion and Analysis Report

In accordance with the requirement of the SEBI Regulations, the Management Discussion and Analysis Report is presented in a separate section of the Annual Report, which is appended as Annexure 7.

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

The Company has in place a Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

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

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

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

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

J. Green initiatives

Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI Regulations(as amended), and inline with the circulars issued by the Ministry of Corporate Affairs (MCA) on various dates, the Company is providing the facility of remote e-voting to its members in respect of the business to be transacted at the Annual General Meeting. Electronic copies of the Annual Report 20232024 and Notice of the Thirty Third Annual General Meeting are sent to all the members whose email addresses are registered with the Company/Depository Participant(s). Further, the soft copy of the Annual Report (in pdf format) is also available on our website https:// www.pvpglobal.com/annual-reports/. For this purpose, the Company has entered into an arrangement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system on the date of the Annual General Meeting will be provided by NSDL.

Acknowledgement

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

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

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Mar 31, 2023

Your Directors have the pleasure of presenting the 32^nd Annual Report of PVP Ventures Limited along with the Audited Standalone and Consolidated Financial Statements for the year ended 31 March 2023.

1. Financial highlights for the year ended 31 March 2023

The summarized Financial Results are as under: [Rs. In Lakhs]

Particulars	Standalone		Consolidated
	Year Ended 31 March 2023	Year Ended 31 March 2022	Year Ended 31 March 2023	Year Ended 31 March 2022
Summary of Statement of Profit and Loss:
Total Income	16,013.98	3,286.71	17,608.06	4,951.86
Less: Total Operating and other administrative expenses	2,071.3	796.07	4,267.65	4,152.15
Profit/(Loss) before Finance cost and Depreciation	13,942.68	2,490.64	12,980.41	799.71
Less: Finance Cost	762.26	2,817.69	1,008.80	6,815.35
Profit/(Loss) before Depreciation	13,180.42	(327.05)	11,971.61	(6,015.64)
Less: Depreciation and Amortisation	84.75	56.56	112.06	86.63
Profit/(Loss) before Exceptional Items	13,095.67	(383.61)	11,859.55	(6,102.27)
Less: Exceptional Items	6,870.67	49,850.66	(14,396.93)	3,420.08
Profit/(Loss) before Tax	6,225.00	(50,234.27)	26,256.48	(9,522.35)
Less: Tax including Deferred Tax	2,428.20	-	2,478.76	0.20
Profit/(Loss) after Tax	3,796.80	(50,234.27)	23,777.72	(9,522.55)
Other Comprehensive Income/(Loss)	7.96	2.15	7.79	10.00
Total Comprehensive income/(Loss)	3,804.76	(50,232.12)	23,785.51	(9,512.55)
Earnings per Share (In Rs.)	1.55	(20.50)	9.75	(3.90)
Summary of Movement of Retained Earnings :
Balance brought forward from last year	(94,074.64)	(43,842.52)	(118,945.04)	(113,003.66)
Add: Profit/(Loss) after Tax	3,796.80	(50,234.27)	14,368.99	(5,947.43)
Other Comprehensive Income	7.96	2.15	7.87	6.04
Balance Carried to Balance Sheet	(90,269.88)	(94,074.64)	(104,568.18)	(118,945.04)

2. Performance of the Company

During the financial year 2022-23, the turnover of the company has increased both on a standalone and consolidated basis when compared to the previous year leading to increase in profits on standalone and consolidated basis. On 30 June 2022, the Company has entered into a definitive agreement with Casagrand Builders Private Limited to develop residential community on portion of its land parcel situated at Perambur, Chennai on a joint development basis and have also executed a definitive sale agreement to sell a portion of its land parcel. The joint development agreement with M/s Rainbow foundation has started yielding cash flows though revenue recognition has not yet happened based on applicable Indian accounting standards.

During the year under review, the Company achieved a Consolidated Revenue of Rs.17,608.06 lakhs and Consolidated profit after tax of Rs. 23,777.72 lakhs.

The following are the other key transactions during the year

Particulars	Amount in Standalone (Gain) / Loss	Amount in Consolidation (Gain) / Loss	Reference
Waiver of Interest on NCD''s (Tranche A & B)	(7,445.54)	(7,445.54)	a
Waiver of Principal on NCD''s (Tranche B)	(371.50)	(371.50)	a
Waiver of Interest on CD''s	(3,807.74)	(3,807.74)	b
One time settlement of loan of wholly owned step down subsidiary
- Principal paid/ (waived)	8,600.00	(500.00)	c
- Interest paid/ (waived)	33.36	(14,046.18)	c
Provision for Doubtful advances	9,862.09	11,792.03	d
Total	6,870.67	(14,396.93)

a) The Company had obtained waiver of interest on Non-convertible debentures (NCD) amounting to Rs.7,445.54 Lakhs cumulatively for Tranche A & B and principal outstanding in respect of NCD - Tranche B amounting to Rs. 371.50 lakhs totalling to Rs. 7,817.04 lakhs.

b) The Company had obtained waiver of interest on Convertible Debentures (CD) amounting to Rs. 3,807.74 Lakhs cumulatively across various dates.

c) The Company had given a financial guarantee to one of its step-down subsidiaries, PVP Capital Limited ("PCL"). PCL had entered into a onetime settlement ("OTS") with Canara Bank for a settlement amount of Rs. 95 Crores on 15 March 2022. PVPCL had paid Rs. 9 crores upfront and the balance of Rs. 86 crores along with penalty of Rs. 33.36 lakhs were paid by the Company on 30 June 2022, consequent to the invocation of guarantee by the lender.

d) The Company has created a provision amounting to Rs. 9,862.09 Lakhs for investments made in PVP Global Ventures Private Limited.

3. State of Affairs of the Subsidiaries

> PVP Global Ventures Private Limited had provided advances to a related party under Companies'' Act, 2013, M/s Dakshin Realties Private Limited amounting to Rs. 10,366.39 lakhs for scouting of land for the proposed power projects prior to December 2018. The long duration of outstanding of these advance and other factors like low probability of availability of a big chunk of land indicate the existence of uncertainty on the eventual realizability of these advances and hence the we have provided for these outstanding advances at group level.

> The existing loans given by PVP Capital Limited have become defunct and provisions have been created for Rs. 14,274.44 lakhs out of 16,520 lakhs (86%) of the total Loans & Advances. The balance outstanding amount majorly represents the loan advanced to PHML, the holding Company of PVP Capital Limited. PVP Capital Limited has a book debt of Rs. 14,393.13 lakhs (PY - Rs. 14,593.13 lakhs) given to various film producers. Due to significant delay in completing the films, the customers did not service the interest and loan repayment. Consequently, the group has made a cumulative provision of Rs. 14,262.35 Lakhs (PY - Rs. 13,889.46 lakhs) for the expected credit loss for loans given for film finance. Though we believe that no adjustment to the carrying value is required as it is confident of recovery from the borrowers.

4. Dividend

In view of the losses that occurred in prior years and in order to conserve the resources of the Company, for future Business operations, the Board of Directors did not recommend any dividend for the financial year ended 31 March 2023.

5. Transfer of Profit to Reserves

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

6. Material changes and commitments affecting financial position between the end of the financial year and the date of the report

During the period between the year ended 31 March 2023 and the date of this report, the Company received a request from the debenture holder exercising the option to convert 5000; 14.5% Convertible Debentures into equity shares of the Company at a price of Rs. 204 per share. As a result of conversion, the debenture holder is entitled to 2,450,980 equity shares of the Company.

The conversion into equity shares was later approved by the Board in its meeting held on 28 April 2023 which has also been approved by National Stock Exchange of India (NSE) and BSE Limited (BSE) for listing.

There are no other material changes that have occurred, or any commitments made between the financial year ended 31 March 2023, and date of this report, which would affect the financial position of the Company.

7. Significant or Material Orders Passed by Regulators / Courts

There were no significant or material orders relating to the company passed by any regulator / court during the reporting period impacting the going concern status and company''s operations in future.

8. Board of directors and it''s committees

A. Composition of the Board of Directors

The Board of Directors of the Company comprises of the Managing Director who is a promoter of the Company. Along with him on the Board are four non-executive directors including three independent directors and one woman non-independent director. The Composition of the Board of Directors is in compliance with regulation 17(1)(b) of SEBI (Listing and Other Disclosure Requirements) Regulations 2015 (''SEBI Regulations'') and Section 149 of the Companies Act, 2013 (''the Act'').

The Company has received necessary declarations from the Independent Directors under Section 149(7) of the Act stating that they meet the criteria of independence as specified in Section 149(6) of the Act and as per the SEBI Regulations.

All the three Independent Directors are registered with the data bank as per Fifth Amendment to the Companies (Appointment and Qualification of Directors) Rules, 2019.

The Registration Details are as below:

Sl No	Name of the Director	Registration Number
1.	Narayanaswamy Seshadri Kumar	IDDB-DI-202002-015150
2.	Sohrab Chinoy Kersasp	IDDB-DI-202002-001746
3.	Nandakumar Subburaman	IDDB-DI-202005-012059
4.	Subramanian Parameswaran	IDDB-DI-202307-050041

Board Composition:

The Board is well balanced with a composition of three Non- Independent Directors (including one Women director) and three Independent Directors.

Thus, the composition of the Board is in line with the terms of Section 149 of the Act and Regulations 17(1) (b) of the SEBI Regulations.

Category	Name of Directors
Managing Director	Mr. Prasad V. Potluri
Whole Time Director	Mr. Arjun Ananth (Appointed w.e.f 4 July 2023)
Non - Independent Directors	Ms. Poonamallee Jayavelu Bhavani
Independent Directors	Mr. Narayanaswamy Seshadri Kumar (Resigned w.e.f 31 May 2023) Mr. Subramanian Parameswaran (Re-designated as Independent Director w.e.f 05 June 2023) Mr. Sohrab Chinoy Kersasp Mr. Nandakumar Subburaman

B. Meetings

The number of Board Meetings held during the year along with the dates of the meetings: During the Financial Year 2022 - 2023, the Board of PVP Ventures Limited met 6 times as under:

Sl No	Date of meetings of the Board	Quarter	No. of Directors on the date of meeting	Total No. of Directors attended
1.	25 May 2022	First	6	6
2.	4 July 2022	Second	6	6
3.	12 August 2022	Second	6	6
4.	6 September 2022	Second	6	5
5.	11 November 2022	Third	6	6
6.	13 February 2023	Fourth	6	6

The meetings of the Board were held periodically, with an interval of not more than one hundred and twenty days between two consecutive meetings, as prescribed under Section 173(1) of the Act.

C. Re - Appointment of Directors Retiring by Rotation

In terms of Section 152 of the Act, Ms. Poonamallee Jayavelu Bhavani (DIN-08294839) is liable to retire by rotation and being eligible, offers herself for re-appointment. The Board of Directors has recommended the re-appointment of Ms. Poonamallee Jayavelu Bhavani (DIN-08294839) retiring by rotation.

D. Committees of the Board

The constitution and terms of reference of the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Investment Committee are also aligned with the requirements of Regulations 18 to 22 of SEBI Regulations and the relevant provision of the Act as may be applicable.

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

E. Performance Evaluation

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

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

F. Directors'' Responsibility Statement

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

(a) In the preparation of the Annual Accounts for the financial year ended 31 March 2023, the applicable Accounting Standards and Schedule III of the Act have been followed and there are no material departures.

(b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year 2022-23.

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

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

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

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

G. Changes in Directors and Key Managerial Personnel

During the year, the following personnel have left the Company :

Sl No	Name of the Personnel	Designation	Cessation Date
1.	Mr. Karthikeyan Shanmugam	Chief Financial Officer	15 December 2022
2.	Ms. S Rukmani	Company Secretary	18 August 2022

During	tne year, tne following appointment	s nave taken place :
Sl No	Name of the Personnel	Designation	Appointment Date
1.	Mr. Sabesan Ramani	Chief Financial Officer	13 February 2023
2.	Ms. Derrin Ann George	Company Secretary	13 February 2023

Subsequent to the year end and before this date of the report, the following appointments have taken place :

Sl No	Name of the Personnel	Designation	Appointment Date
1.	Mr. Arjun Ananth	Whole Time Director & Chief Executive Officer	4 July 2023
2.	Mr. M Kumar	Company Secretary	23 May 2023

Subsequent to the year end and before this date of the report, the following changes have occurred in the Composition of the Board of Directors of the Company:

Sl No	Name of the Director	Reason for Change
1.	Mr. Narayanaswamy Seshadri Kumar	Resigned w.e.f 31 May 2023
2.	Mr. Arjun Ananth	Appointed as Whole Time Director w.e.f 4 July 2023
3.	Mr. Subramanian Parameswaran	Re-designated as Independent Director w.e.f 5 June 2023

H. Subsidiaries, Joint Ventures, Associate Companies

As on 31 March 2023, the Company had 4 wholly owned subsidiary companies, 2 subsidiary Companies and 5 step down subsidiaries. During the year under review, no company became / ceased to be a subsidiary / associate / joint venture of the Company. Also, the Company did not become a part of any joint venture during the year.

Pursuant to the provisions of Section 129(3) of the Act, read with the Companies (Accounts) Rules, 2014 and in accordance with applicable accounting standards, a statement containing the salient features of financial statements of your Company''s subsidiaries in Form No. AOC-1 which is appended as in Annexure - B to this Report.

In accordance with the provisions of Section 136 of the Act and the amendments thereto, and the SEBI Regulations, the audited financial statements, including the consolidated financial statements and related information of the Company and financial statements of your Company''s subsidiaries have been placed on the website of your Company viz. www.pvpglobal.com.

Your Company has formulated a Policy for determining Material Subsidiaries. The said policy is available on the website of the Company i.e., www.pvpglobal.com.

I. Declaration by Independent Directors

The Company has received necessary declarations from Mr. Narayanaswamy Seshadri Kumar, Mr. Sohrab Chinoy Kersasp, Mr. Nandakumar Subburaman, Mr. Subramanian Parameswaran -Independent Directors, under Section 149 (7) of the Act, that they meet the criteria of independence as laid down in Section 149(6) of the Act and regulation 25 of the SEBI Regulations and their Declarations have been taken on record by the board.

J. Details in respect of Frauds

The Company''s auditors'' report does not have any statement on suspected fraud in the company''s operations and hence explanation by the Directors under Section 134(3)(ca) of the Act is not applicable.

K. Fixed Deposits

During the year under review, the Company did not raise funds, by way of fixed deposits, from the public.

L. Details of contracts or arrangements with related parties

All Related Party Transactions are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are foreseen and repetitive in nature. For all the transactions entered pursuant to the omnibus approval so granted, a statement giving details of all such transactions is placed before the Audit Committee for their approvals on a quarterly basis.

The policy on Related Party Transactions as approved by the Board is posted on the Company''s website www.pvpglobal.com. The details of contracts or arrangements with related parties entered during the year are given in a separate report which is appended as in Annexure-C of this report.

M. Development and implementation of a Risk Management Policy

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

N. Technology absorption, Conservation of energy and Research and development

The particulars, as prescribed under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014, are not applicable to your company during the year under review.

O. Corporate Social Responsibility

The Company has duly constituted a Corporate Social Responsibility Committee as required under Section 135(1) of the Act and the relevant rules made thereunder and the Board has approved a policy on Corporate Social Responsibility which is available in the website of the Company at http://www.pvpglobal.com/other-statutory-information.

However, since the Company has incurred losses during the previous year, the CSR spend under Section 135 of the Act is not applicable to the Company for the period under review.

P. Cost Records

Maintenance of cost records as specified by the Central Government under Section 148(1) of the Act, is not required by your Company and accordingly such accounts and records are not made and maintained.

AUDIT RELATED MATTERS

A. Statutory Auditors

M/s Sundaram and Srinivasan, Chartered Accountants (Registration No.004207S) previous Auditor have resigned during the year vide letter dated 10 August 2022 resulting in a casual vacancy.

Section 139 of the Companies Act, 2013 provides for the appointment of Statutory Auditors for a period of five years and hence M/s PSDY & Associates, Chartered Accountants (Registration No.016025S), Chennai were appointed as the Statutory Auditors of the Company in the thirty first Annual General Meeting of the Company held on 30 September 2022 for a period till the conclusion of the Thirty Sixth Annual General Meeting.

Accordingly, M/s. PSDY & Associates will continue as Statutory Auditors of the Company till the financial year 2026-27.

I. Qualification made by statutory auditors and corresponding response by the board:

The Auditors Report for the financial year 2022-23 on the standalone and consolidated financial statements contains qualifications which have been detailed below:

S.No	Qualification	Board''s Response
1.	We (Statutory auditors for the purpose of this section) draw attention to Note no. 42(d) of the Standalone financial statements which describes that the Company had not created any provision for expected credit loss towards the guarantee provided w.r.t loan availed by one of the step-down 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''s 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 assessment of provisioning and related approvals/documentation etc. In the absence of the same, the Management has not performed a restatement of the previous year results as required under Ind AS 8 - "Accounting Policies, Changes in Accounting Estimates and Errors".	The Management was in the process of evaluating / assessing the need to incur the said liability i.e. liability on invocation of the Corporate Guarantee and hence no provision was created. However, upon incurring the actual liability and making the payment in the current year, the same has been recorded appropriately in the books as a result the balances as on 31 March 2023 has been set right.

S.No	Qualification	Board''s Response
2.	We draw attention to Note no. 46 of the Standalone financial statements, which explains that the Company is in the process of assessing its compliances under the 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. (This has also been highlighted in the Consolidated Audit Report)	The Management is in the process of assessing its compliances under the Foreign Exchange Management Act, 1999 (FEMA) and in the process of filing the required documents/condonation 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. The Management will complete all the required formalities / obtain the required approval/ratification from the designated authority and if required, shall apply for necessary compounding under applicable provisions of RBI FEMA Regulations.

S.No	Qualification	Board''s Response
3.	We draw attention to Note no. 47 of the Standalone Financial Statements, which explains that the Company is in the process of assessing its compliances under the Companies'' Act, 2013 and SEBI Regulations, as amended, including 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. 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. (This has also been highlighted in the Consolidated Audit Report)	The Management is in the process of assessing its compliances under the Act and the SEBI Regulations. The Management is in the process of filing the required documents / condonation /compounding / adjudication of penalty applications as may be required with the designated authority.

S.No	Qualification	Board''s Response
4.	According to the information and explanations given to us and based on our audit, the following weaknesses have been identified in the operating effectiveness of the group''s internal financial control over financial reporting with reference to the Standalone financial statements as at 31 March 2023: The Company does not have an appropriate internal control system for ensuring Compliances with the Statutory Regulations such as Companies Act, 2013, Foreign Exchange Management Act, 1999, SEBI Regulations which could potentially result in the non-compliance with the above regulations and the consequent potential penalties arising from them. (This has also been highlighted in the Consolidated Audit Report)	The Management is in the process of assessing its compliances under the Foreign Exchange Management Act, 1999 (FEMA) and in the process of filing the required documents/condonation 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. The Management will complete all the required formalities / obtain the required approval/ratification from the designated authority and if required, shall apply for necessary compounding under applicable provisions of RBI FEMA Regulations. The Company is assessing to engage a subject matter specialist to take care of the respective compliances.

S.No	Qualification	Board''s Response
5.	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. (This has also been highlighted in the Consolidated Audit Report)	As per the legal advice, management is of the view that even though the repayment has not been made within the period contemplated, the delay has been ratified by the debenture holder with retrospective effect by virtue of which the management contents this would not come under the ambit of default as defined under Section 164(2)(b) of the Act.

S.No	Qualification	Board''s Response
6.	a. The terms and conditions of loans granted by the Company to its Subsidiaries (loan amount granted Rs. 127.03 Lakhs and balance outstanding as at balance sheet date Rs. 61,707.51 Lakhs) are prejudicial to the Company''s interest on account of the fact that the loans have been granted at an interest rate of 0% per annum which is significantly lower than the cost of funds to the Company and also lower than the prevailing yield of government security closest to the tenor of the loan. Further, loans granted to 3 of its wholly owned subsidiaries are unsecured. b. The Company has given interest free loans to the parties which is not in accordance with the Section 186(7) of the Act. c. In respect of advances in the nature of loans provided by the Company to its subsidiaries, there is no overdue amount remaining outstanding as at the balance sheet date except w.r.t. Loans granted to 3 of its subsidiaries wherein the schedule of repayment of principal has not been stipulated and in the absence of such schedule, we are unable to comment on the amount due. d. The Company has given interest free loans which is not in accordance with the Section 186(7) of the Act. e. The Company is required to have an internal audit system under Section 138 of the Act, it does not have an adequate internal audit system commensurate with the size and the nature of its business. (These have also been highlighted in the Consolidated Audit Report)	a. The interest free loans has been provided to the subsidiaries for the overall benefit of the group. b. The Company has engaged an external audit firm for Internal Audit and is in process of developing Internal Audit system to commensurate with the size of the entity

Consolidated :
S.No	Qualification	Management response
1.	We draw attention to Note no. 43 to the Consolidated Financial Statements, in relation to inventory of Picturehouse Media Limited ("PHML") i.e., films production expenses grouped under inventory amounting to Rs. 2,949.92 Lakhs, consists of advances granted to artists and coproducers. As represented by the Management the film production is under progress with respect to production of 2 movies costing Rs. 70.09 lakhs. In respect of the balance inventory of Rs. 2,879.83 lakhs the Board of the Subsidiary is confident of recovering the amount from the production houses. In the absence of documentary evidence as well as the confirmation of balance from the parties relating to the status of the inventory amounting to Rs. 2,879.83 lakhs, the Component Auditors are unable to agree with the views of the Board of Directors of PHML and hence are of the opinion that realization of inventories is doubtful. Accordingly, we are unable to comment on the impact arising out of the same on the Consolidated Financial Statements for the year ended 31 March 2023 including the consequential effects thereof.	The Film under production expenses grouped as Inventory mainly comprising of payments to artists and co-producers the Company is evaluating options for optimal utilization of these payments in productions and release of films. The Management does not for see any erosion in the carrying value.

B. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act and Rules and Regulation 24A of the SEBI Regulations and other applicable provisions, framed thereunder, as amended, your Company has appointed Mr. R Chandrasekhar, Practicing Company Secretaries to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report forms part of the Annual Report which is appended as in Annexure- F of the Board''s Report.

I. Secretarial Auditor''s Qualifications :

a) The Company did not intimate the Memorandum of Understanding (MOU) executed on 27.06.2022 with Casagranda Builders to develop residential community on portion of Company land at Perambur within 24 hours as required under Regulation 30 read with Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However the same was

intimated to the stock exchanges on 30.06.2022.

b) The Company did not intimate resignation of Statutory Auditors dated 10.08.2022 as per Regulation 30 read with Part A of Schedule- III of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the stock exchanges within 24 hours from the receipt of such information. However, the same was intimated on 12.08.2022.

c) The Company shall not process the transfer of securities unless they are held in the dematerialised form with a depository as per Regulation 40(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, the Company has approved transfer of 5000 Fully Convertible Debentures of face value Rs. 1,00,000/- each in physical form.

d) The requisite quorum for Audit Committee Meeting as per Regulation 18(2)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is minimum of two Independent directors. However, for Audit Committee Meeting held on 06.09.2022 only one independent director had attended the meeting and requisite quorum was not present.

e) The Company shall intimate the Stock Exchange about the record date fixed for making payment of interest/ redemption amount for its Non- Convertible Debentures atleast 7 working days in advance (excluding the date of intimation and the record date) as per Regulation 60(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, the same was not intimated to the Stock Exchange during the review period except for the intimation dated 07.05.2022 which was given for less than 7 working days.

f) The Company shall review the credit rating obtained atleast once a year with respect to its nonconvertible debentures as per Regulation 55 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, the same was not reviewed during the review period.

g) The Company shall intimate to the Stock Exchange at least 2 (Two) working days in advance, excluding the date of the intimation and the date of the meeting of the Board of Directors, about the Board meeting in which the proposal is considered to make an alteration in the date of interest/ redemption payment of its Non-Convertible Debentures as per Regulation 50(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, the same was not intimated to the Stock Exchange.

h) The Company shall submit a half-yearly certificate regarding maintenance of hundred percent security cover or higher security cover as per the terms of Debenture Trust Deed, from the statutory auditor along with the financial results as per Regulation 56 (1)(d) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, the same was not submitted with the Stock Exchange.

i) The Company shall submit a certificate to the Stock Exchange within 1 (One) working day of payment of interest/ principal of the Non Convertible Debentures becoming due regarding status of payment as per Regulation 57(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, the same was not submitted to the Stock Exchange during the review period with respect to:

• Payment for the Tranche A (386) debentures due on 31.03.2022

• Payment for the Tranche B (829) debentures due on 30.04.2022 and 31.07.2022.

j) The Company shall submit a certificate confirming the payment of interest/ principal amount which were due in that quarter; and the details of unpaid interest/ principal amount with respect to its Non-Convertible Debentures within 7 (Seven) working days from the end of the quarter to the Stock Exchange as per Regulation 57(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, the same was not submitted for the quarter ended 30.06.2022 and 30.09.2022.

k) The Company shall intimate to the Stock Exchange about the expected default in timely payment of interests or redemption amount or both in respect of Non-Convertible Debentures as per Regulation 51(2) read with Schedule III Part B Para A Clause 1 and 11 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, the same was not intimated to the Stock Exchange.

l) As per the SOP notice received from BSE, the company has not submitted certificate confirming the payment of interest/ principal obligations, details of all unpaid interest / principal obligations as per Regulation 57(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the quarters ended September, 2022 and December, 2022.

m) As per the SOP notice received from BSE, the Company has not submitted the details of interest/principal payment obligations as per Regulation 57(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the review period 1st January, 2023 to 31st March, 2023 and September, 2022.

n) As per the SOP notice received from BSE, the Company has not submitted information related to payment obligation as per Regulation 57(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the month ended October, 2022.

o) As per the SOP notice received from BSE, the Company has not disclosed the extent and nature of security created and maintained with respect to its secured listed Non-Convertible Debentures in the financial statements as per Regulation 54(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the quarter ended September, 2022.

p) As per the SOP notice received from BSE, the Company has not submitted the information related to payment obligation as per Regulation 57(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the month ended January, 2023.

q) The company has made interest free loan to three of its subsidiaries companies and hence not in compliance with the provisions of Section 186 of the Act.

II. Management''s Response to the above qualifications :

a) The delays and omissions mentioned in Sl No, a, b, e, f to p were inadvertent and the company has taken adequate steps to ensure such delays/omissions do not occur in the future.

b) With respect to point c, the Fully Convertible Debentures were transferred in physical mode to a new investor, who in turn converted the FCD to equity shares, which are in dematerialised mode.

c) With respect to point d, the Audit Committee of the Company has three members, comprising two independent directors and the Managing Director. Notice for the meeting on 06.09.2022 was duly given to all the committee members. Due to unavoidable reasons, one of the independent directors could not attend the meeting. As two members were present; in terms of Section 174(2) of the Companies Act 2013, an independent director took the chair and conducted the proceedings. As the casual vacancy in the office of auditors under Section 139(8)(i) was to be taken up before the due date for the appointment, the said meeting could not be adjourned for want of quorum as per Reg 18(2)(b) of SEBI (LODR) Regulations. All the resolutions passed in the said meeting were duly confirmed in the subsequent meeting with the presence of quorum as required under the ibid SEBI Regulations.

d) With respect to point q, in terms of subsection 11(a) of Section 186 read with Schedule VI of the Companies Act 2013, the Company is into infrastructure activities, and as such the Company believes that it can support the operational expenses of its owned subsidiaries that are in severe cash crunch.

C. Internal Financial Controls

Your Company has well-placed, proper and adequate Internal Financial Control (IFC) system and is still improving on the same which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. This is commensurate with the nature of business and the size and complexity of the company''s operations.

The real estate industry is passing through a challenging phase and the Company is no exception. The top management of the Company, to utilize the available resources efficiently has decided to engage itself more with the operations of the Company. The Company is further enhancing / strengthening the internal financial reporting with respect to significant business control, risk management processes etc. The Company''s internal controls are further supplemented by internal audits, management review and documented policies, procedures & guidelines.

The company has systems, policies and process in place, pertaining to Internal Controls over the investments and advances in its subsidiaries. The Company is also extending the financial and strategic support to recover the investments and advances made to subsidiaries considering the market value of the assets and expected cash flows.

D. Internal Auditor

The Board appointed, Phanindra & Associates, Chartered Accountants as the internal auditor for the Financial Year 2022-2023 based on the recommendation of the Audit Committee.

BOARD COMMITTEE COMPOSITION

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

A. AUDIT COMMITTEE

Pursuant to Regulation 18 of SEBI Regulations and the provision of Section 177(8) read with Rule 6 of the Companies (Meeting of Board and its Powers) Rules 2014, the Company has duly constituted a qualified and independent Audit Committee. The Audit Committee of the Board consists of two "Independent Directors" and One "Non - Independent Director" as members having adequate financial and accounting knowledge. The composition, procedures, powers, and role/functions of the audit committee and its terms of reference are set out in the Corporate Governance Report forming part of the Boards Report.

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

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

B. NOMINATION AND REMUNERATION COMMITTEE

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

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

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

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

The Nomination and Remuneration Policy of your Company is set out and available on your company website www.pvpglobal.com. A detailed note on the Nomination and Remuneration Committee is given in the Corporate Governance Report forming part of the Annual Report.

The Company''s policy on Directors'' appointment and remuneration, including criteria for determining qualification, positive attributes and independence of a director and other matters provided under sub-Section (3) of Section 178, is posted on our company''s website in the following link https://pvpglobal.com/other-statutory-information/ and forms part of this Report appended as in Annexure E pursuant to the first proviso of Section 178 of the Act.

C. STAKEHOLDERS'' RELATIONSHIP COMMITTEE

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

D. CORPORATE SOCIAL RESPONSIBILTY COMMITTEE

The Board has constituted the Corporate Social Responsibility Committee in accordance with Section 135 of the Companies Act, 2013. The Company is committed to operate in a socially responsible manner in terms of protecting the environment and conserving water resources and energy.

E. INVESTMENT COMMITTEE

This Committee has been constituted by the Board for the purpose of making investment decision. OTHER MATTERS

A. Particulars of loans, guarantees, or investments u/s 186 of the Act.

The Company has given following loans during the year:

Sl. No.	Particulars	Name of the Company	Amount granted during the year	Balance as at 31 March 2023
1	Loans given at rate of Interest Lower than prescribed	PVP Global Ventures Private Limited (PGPL)	125.78	38,336.15
2	Loans given at rate of Interest Lower than prescribed	PVP Media Ventures Private Limited (PMPL)	0.88	862.88
3	Loans given at rate of Interest Lower than prescribed	Safetrunk Services Private Limited	0.37	664.97
4	Loans given at rate of Interest Lower than prescribed	New Cyberabad City Projects Private Limited		21,843.49
	Total		127.03	61,707.49

B. Debentures

During the year under review, the Company has redeemed Non-Convertible Debentures (NCDs) (Tranche A & B) in its entirety. The Company entered into a One Time Settlement with the debenture holder for waiver of principal amounting Rs. 371.5 lakhs (Tranche B) and interest accrued amounting Rs. Rs. 7.445.54 lakhs (Tranche A & B).

Movement of principle component of NCDs during the year
Particulars	Principal outstanding as at 1 April 2022	Principal Repaid	Principal written back	Principal outstanding as at 31 March 2023
Tranche A	2,483.50	2,483.50	-	-
Tranche B	8,290.00	7,918.50	371.50	-
Total	10,773.50	10,402.00	371.50	-

Movement of interest component of NCDs during the year:
Particulars	Interest outstanding as at 1 April 2022	Interest accrued	Interest waived	Interest outstanding as at 31 March 2023
Tranche A	1,491.82	111.45	1,603.27	-
Tranche B	5,470.24	372.03	5,842.27	-
Total	6,962.06	483.48	7,445.54	-

Subsequent to the year end, the Company received a request for conversion of 5,000; 14.5% Convertible Debentures (CD''s) from the current debenture holder i.e, Vikasa India EIF I Fund - Incube Global Opportunities vide letter dated 19 April 2023 which was later approved by the Board in the meeting held on 28 April 2023. The Company has also obtained a waiver for the interest accrued on FCD''s upto 31 March 2023.

The debenture holder is entitled to 2,450,980 equity shares at a price of Rs. 204 each of the Company and the CD outstanding amount i.e. 5,000 lakhs is presented as other equity for the year ended 31 March 2023 considering the same as an adjusting subsequent event duly considering the relevant Ind AS.

As at the date of this report, the Company has no outstanding debentures.

C. Bonus Shares

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

D. Borrowings

The Company has outstanding borrowings including loan from subsidiary companies, other related parties and others for the financial year ended 31 March 2023.

The outstanding balance of borrowings from different parties as at 31 March 2023 are as follows:

Particulars	Relationship	Balance as at 31 March 2023
Loan from Subsidiary - PVP Corporate Parks Private Limited	Subsidiary	1,008.58
BVR Malls Private Limited	Related party	1,486.79
Dakshin Realties Private Limited	Related party	1,183.46
MSA Ventures Limited	NA	46.00
Vehicle Loan from Bank	NA	4.20
Total		3,728.93

E. Deposits

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

F. Transfer to Investor Education and Protection Fund

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

G. Credit Ratings

The Company has received the following credit ratings as at 31 March 2023:

Rating Agency	Rating	Debt Instrument
Brickwork Ratings	BWR D (Issuer Not Co-operating)	Non-Convertible Debentures

H. Code of Corporate Governance

In compliance with the requirement of regulations 24 to 27 of SEBI Regulations a detailed report on Corporate Governance is annexed to this report as along with a Certificate from practicing Company Secretary for affirming compliance with the said Code which is appended as in Annexure - E.

I. Code of conduct for Directors and Senior Management:

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

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

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

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

J. Management Discussion and Analysis Report

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

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

The Company has in place a Sexual Harassment Policy in line with the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

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

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

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

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

L. Vigil Mechanism

The Company has established a vigil mechanism, also called the Whistle Blower Policy, which has been adopted by the Board, applicable to Directors and employees, to report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy. It provides for adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. Confidentiality of the Whistle Blower shall be maintained to the greatest extent possible.

Details of the vigil mechanism are available on our Company''s website www.pvpglobal.com.

M. Annual Return - MGT - 7

As per the provisions of Section 134(3)(a) of the Act, the Annual Return of the Company for the FY 22-23 will be placed in our website at https://www.pvpglobal.com/annual-return/ post the Annual General Meeting upon filing the same with the Registrar of Companies.

The Annual Return of the Company for the FY 21-22 is placed in the Company''s website at https://www.pvpglobal.com/annual-return/

N. Green initiatives

Pursuant to the Ministry of Corporate Affairs (MCA) circulars dated 8 April 2020, 13 April 2020 and 5 May 2020 the Company is providing the facility of remote e-voting to its members in respect of the business to be transacted at the AGM. Electronic copies of the Annual Report 2022-23 and Notice of the Thirty Second (32^nd) Annual General Meeting are sent to all the members whose email addresses are registered with the Company/Depository Participant(s). Further, the soft copy of the Annual Report (in pdf format) is also available on our website https://www.pvpglobal.com/annual-reports/.

Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI Regulations(as amended), and the in line with the Circulars issued by the Ministry of Corporate Affairs, the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system and voting at the venue on the date of the AGM will be provided by NSDL.

O. Statement on Secretarial Standards

The Company has complied with the applicable Secretarial Standards as amended from time to time.

P. Human Resources

Employee relation continue to be cordial and harmonious at all levels and in all the division of the Company.

The number of Direct employees as of 31 March 2023, was 24. The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) and 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure - D to the Board''s Report.

Acknowledgement

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

By the Order of Board of Directors For PVP Ventures Limited

Prasad V. Potluri

Chairman & Managing Director

DIN - 00179175

Place : Chennai Date : 2 August 2023

---

Mar 31, 2018

DIRECTORS'' REPORT

To the Members,

We are pleased to present the report on the business and operations of your Company for the year ended March 31, 2018.

FINANCIAL RESULTS

[Rs. in Lakhs]

PARTICULARS	STANDALONE		CONSOLIDATED
	2017-18	2016-17	2017-18	2016-17
Total Income	2,875.57	3,833.64	5,894.71	15,666.88
Operational, Administration and Other Expenses	720.58	819.46	6,750.02	11,099.02
Profit/(Loss) Before Depreciation Interest And Tax	2,154.99	3,014.18	(855.31)	4,567.95
Depreciation	57.75	59.02	108.67	111.46
Interest and Finance Charges	2,044.71	1,939.92	5,085.18	4,717.37
Profit / (Loss) Before Exceptional Items	52.53	1,015.24	(6,049.16)	(260.97)
Exceptional Items	0.00	0.00	(0.48)	(102.77)
Profit / (Loss) Before Tax	52.53	1,015.24	(6,048.68)	(158.20)
Tax Expense	92.06	(1,052.14)	157.81	(980.00)
Profit/ (Loss) after Tax	(39.53)	2067.38	(6,206.49)	821.80

State of the Company''s Affairs

During the financial year 2017-18, the Company witnessed loss, both on Standalone and Consolidated basis. The revenue from operations for the financial year ended 31 March, 2018 on Standalone basis is Rs. 28.39 crores as compared to the previous year''s total revenue of Rs. 37.66 crores. Further, total revenue on consolidated basis is Rs. 58.43 crores as compared to the previous year''s total revenue of Rs. 155.60 crores.

The Standalone Loss after tax stood at Rs. 0.39 crores as against Profit of Rs. 20.67 crores in 2017. Further, the Consolidated Loss after tax stood at Rs. 62.06 crores as against Profit of Rs. 8.22 crores in 2017.

Dividend

In view of the losses and in order to conserve the resources of the Company, for future Business operations, the Board of Directors did not recommend any dividend for the financial year ended March 31, 2018.

Transfer to Reserves

In view of the losses incurred by the Company during the year, the Board of Directors did not propose to transfer any amount to reserves for the period under review.

Capital Structure

During the year, there is no change in the capital structure of the Company.

Particulars of Loans, Guarantees and Investments

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

Debentures

During the year under review, the Company has issued 386, 18% Secured, Rated, Listed, Redeemable Non-Convertible Debentures.

The total debentures outstanding as on the March 31, 2018 is 13,289, 14.5% Redeemable fully convertible Debentures (FCDs) of Rs. 1,00,000/- each and the 386, 18% Secured, Rated, Listed, Redeemable Non-Convertible Debentures of Rs. 10,00,000/- each. As on date of this report, the total debentures outstanding is 10,000 14.5% Redeemable fully convertible Debentures (FCDs) of Rs. 1,00,000/- each and the 715, 18% Secured, Rated, Listed, Redeemable Non-Convertible Debentures of Rs. 10,00,000/- each.

Public Deposits

The Company has not accepted / renewed any fixed deposits during the year under review.

Insurance

All the properties of your Company have been adequately insured. Related Party Transactions

In line with the requirements of the Companies Act, 2013 and erstwhile Listing Agreement and the current Listing Agreement signed with the stock exchanges pursuant to SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, your company has formulated a Policy on related Party Transactions which is also available on the Company''s website at http://www.pvpglobal.com/pdf/RPTPolicy-PVPL.pdf. The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and the Related Parties.

During the year under review, there were no Related Party Transactions or Material Related Party Transaction i.e., transactions, exceeding 10% of the annual consolidated turnover as per the latest audited financial statements. Accordingly, the disclosure of Related Party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable for year ended March 31, 2018.

During the year, the Company had not entered into any contract / arrangement / transactions with Related Parties which could be considered as material in terms of Regulation 23 of the SEBI (LODR) Regulations, 2015. In accordance with Accounting Standard

18, the Related Party Transactions are disclosed under Note No. 25.12 of the Standalone Financial Statements.

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

During the financial year of the Company, the Company has obtained necessary approvals for issuance the Secured, listed, Rated, Non-convertible Debentures for Rs. 195 Cr., in two Tranche out of which the Company received the subscription of Rs. 38.60 (Tranche A) and it has been allotted as 386 Non-Convertible Debentures (NCDs) for the face value of Rs. 10,00,000/- each as on March 31, 2018.

Further, the Company has issued Tranche B NCDs and received the subscription of Rs. 32.9 crores and it has allotted as 329 Non-Convertible Debentures (NCDs) for the face value of Rs. 10,00,000/- each in April 2018.

Subsidiary Companies

The Company along with its subsidiaries is operating in the verticals of Urban Infrastructure, Media and Entertainment and retail customer services. As on March 31, 2018, the Company has hosted on the Company''s website and the web link thereto is http://www.pvpglobal.com/pdf/PVP-N&RCommPolicy.pdf.

Mr. D. Krishnamoorthy, CFO & CS of the Company, resigned on April 30, 2018 has joined us back as CFO & CS of the Company effective August 8, 2018.

There is no other change in the Key Managerial Personnel except the above.

Composition of Board Committees

Audit Committee
Mr. R. Nagarajan	Chairman
Mr. N. S. Kumar	Member
Mr. Prasad V. Potluri	Member
Nomination and Remuneration Committee
Mr. N. S. Kumar	Chairman
Mr. R. Nagarajan	Member
Stakeholders Relationship Committee
Mr. R. Nagarajan		Chairman
Mr. N. S Kumar		Member
Mr. Prasad V. Potluri		Member
Corporate Social Responsibility Committee
Mr. R. Nagarajan		Chairman
Mr. N. S. Kumar		Member
Mr. Prasad V. Potluri		Member

Further details with respect to the aforesaid Committees are provided in the Corporate Governance Report attached herewith.

Number of Meetings of the Board

The Board met 6 (Six) times during the financial year and the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was well within the period prescribed under the provisions of the Companies Act, 2013.

Directors'' Responsibility Statement

The financial statements of the Company are prepared as per applicable Accounting Standards as prescribed under Section 133 read with Rule 7 of the Companies (Accounts) Rules, 2014 of the Companies Act, 2013 and other applicable provisions if any of the said act. There are no material departures from prescribed accounting standards. The Directors confirm that:

(i) In preparation of the annual accounts for the financial year ended March 31, 2018 the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4 wholly-owned subsidiaries viz., PVP Corporate Parks Private Limited, PVP Global Ventures Private Limited, PVP Media Ventures Private Limited, Safetrunk Services Private Limited, besides 2 subsidiaries viz., New Cyberabad City Projects Private Limited, Picturehouse Media Limited and 4 step down subsidiaries viz., Adobe Realtors Private Limited, which is a wholly-owned subsidiary of PVP Global Ventures Private Limited and PVP Capital Limited, PVP Cinema Private Limited and Picturehouse Media Private Limited, Singapore which are wholly-owned subsidiaries of Picturehouse Media Limited. Further, as on March 31, 2018, the company did not have any Associate Companies.

The consolidated financial statements of the Company including its subsidiaries have been prepared in accordance with Section 129(3) and Section 133 of the Companies Act, 2013 read with the rules made thereunder and applicable Indian Accounting Standards (Ind AS) along with the Auditor''s Report forms part of this Annual Report. Further, a statement containing salient features of the financial statements of the subsidiaries in the prescribed format AOC-1 is appended as Annexure - 1 to the Board''s Report. Hence, a separate report on the performance and financial position of each of the subsidiaries and joint venture companies is not repeated here for the sake of brevity.

As required under Section 136 of the Companies Act, 2013 the audited financial statements including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries are available on the website www.pvpglobal.com. These documents will also available for inspection during the business hours at the Registered office of the Company and any member who wish to get copies of such financial statements, may write to the Company for such requirement.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review is presented in a separate section forming part of the Annual Report.

Corporate Governance

The Company is committed to maintain the prescribed standards of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of India''s Corporate Governance practices and have implemented all the mandatory stipulations prescribed. The Report on Corporate Governance as stipulated under Regulation 34 read with Schedule V of the SEBI (Listing Obligations & Disclosure Requirement) Regulations, 2015 forms part of the Annual Report.

Board of Directors and Key Managerial Personnel

No Director(s) of the Company are being eligible offers themselves for re-appointment.

The details of training and familiarization programs and Annual Board Evaluation process for directors have been provided under the Corporate Governance Report.

The Independent Directors have submitted the declaration of independence, pursuant to Section 149(7) of the Companies Act,2013 stating that they meet the criteria of independence as provided in sub-section(6) of Section 149 of the Companies Act, 2013.

The policy on Directors'' appointment and remuneration including criteria for determining qualifications positive attributes, independence of director and also remuneration for Key Managerial Personnel and other employees and Board evaluation process also forms part of Corporate Governance Report as per Section 178(3) of the Companies Act, 2013 is

Directors'' Comments on the above qualification:

The Company has made investment in the subsidiary Companies on a long term basis with an intension to expand its business vicinity through its subsidiary companies. Considering the business potential of these companies, expected future generation of revenues and cash flows, expected development of the projects and the market value of the assets of the subsidiaries, we are unable to estimate the impact of the aforesaid Audit Qualification.

Reporting of Frauds

There have been no instances of fraud reported by Statutory Auditors of the Company under Section 143(12) of the Companies Act,2013 and the Rules framed there under either to the Company or to the Central Government.

Secretarial Auditor

M/s. D. Hanumanta Raju & Co., Company Secretaries were appointed to conduct the Secretarial Audit of the Company for the financial year 2017-18, as required under Section 204 of the Companies Act, 2013 and rules thereunder. The Secretarial Audit Report for the financial year 2017-18 forms part of the Annual Report as Annexure-2 of the Board''s Report.

Auditors Qualification:

1. As on 31st March, 2018, Board of the company does not have a Woman Director. Further, constitution of Nomination and remuneration committee is not as per Section 178 of Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2. It is observed that Form PAS-5 (Record of Private Placement) was not attached in Form GNL-2 in respect of allotment of debt securities but was filed with Registrar of Companies as an attachment to Form PAS- 3.

Directors'' Comments on the above qualification:

1. The Board informed that the Company is planning for restructuring this year and would like to appoint a suitable Woman Director in the Composition of Board having an adequate industry knowledge and experience, which can be utilized for the growth of the Company.

After the appointment of the Women Director, the Nomination & Remuneration Committee will be reconstituted to induct the Woman Director as its member, which shall be in line with the provisions of Section 178 of the Companies Act, 2013.

2. The Board is of view that the Company has inadvertently filed the PAS 5 along with PAS 3 instead of filing it with the offer letter by oversight and as such has complied with the law. However, the same has been taken care in future filings.

Stock Exchange Listing

Presently, the Equity Shares of the Company are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited. The Company confirms that it has paid the Annual Listing Fees due to both the Stock Exchanges for the year 2018-19.

Chairman & Managing Director Certification

As required under the SEBI Guidelines, the Chairman and Managing Director Certification is attached to this Report.

(iv) The directors have prepared the annual accounts on a going concern basis;

(v) The directors have laid down internal financial controls, which are adequate and are operating effectively; and

(vi) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate to operate the company effectively.

Statement on declaration given by Independent Directors under sub-section (6) of Sec.149

The independent directors have submitted the declaration of independence, as required pursuant to sub-section (7) of section 149 of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section(6) of Section 149.

Statutory Auditors

M/s Brahmayya & Co., Chartered Accountants, (FRN: 000511S) were appointed as Statutory Auditors of your Company at the 25^th Annual General Meeting held on September 27, 2016 for a term of five consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting.

In this regard, M/s. Brahmayya & Co., Chartered Accountants have submitted their written consent that they are eligible and qualified to be re-appointed as Statutory Auditors of the Company in terms of Section 139 of the Companies Act, 2013 and also satisfy the criteria provided in Section 141 of the Companies Act, 2013.

Accordingly, the Board recommended ratification of the appointment of M/s. Brahmayya & Co., Chartered Accountants as the Statutory Auditors of the Company at the this Annual General Meeting.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

Auditors'' Report & Directors'' Comments on the Qualification made by statutory auditors :

The Auditors'' Report for the financial year 2017-18 is a "qualified report'''' for the standalone financial statements and "Unqualified report" for the Consolidated financial statements.

Auditors Qualification:

"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 loan 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 flow, 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."

and maintain such records as to correctly record the business transaction, assets and liabilities of the company in such a way that they help in prevention & detection of frauds & errors and timely completion of the financial statements.

The construction industry is passing through a challenging phase and the Company is no exception. The top management of the Company, to utilize the available resources efficiently has decided to engage itself more with the operations of the Company. The Company is further enhancing/ strengthening the internal financial reporting with respect to significant business control, risk management processes etc. The Company''s internal controls are further supplemented by internal audits, management review and documented policies, procedures & guidelines

The company has systems, policies and process in place, pertaining to the Internal Control over the investments and advances in its subsidiaries. The Company is also extending the financial and strategic support to recover the investments and advances made to subsidiaries considering the market value of the assets and expected cash flows.

Vigil Mechanism / Whistle Blower Policy

Pursuant to Section 177 of the Companies Act, 2013 and the Rules framed there under and pursuant to the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has a Whistle Blower Policy framed to deal with instances of fraud and mismanagement, if any genuine grievances to the appropriate authority.

The Company has a Whistle Blower Policy framed to deal with instances of fraud and mismanagement, if any. The details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company www.pvpglobal.com

Corporate Social Responsibility (CSR)

CSR Committee of the Company comprises of Mr. R Nagarajan, Mr. N S Kumar and Mr. Prasad V. Potluri and the Committee is responsible for formulating and monitoring the CSR Policy of the Company. The CSR Policy of the Company as approved by the Board of Directors of the Company is available on website of the company.

The Report on Corporate Social Responsibility as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed as Annexure - 4 to this Report.

The company is required to spend Rs. 36.98 Lakhs for the financial year 2015-16, Rs. 10.58 lakhs for the FY 2016-17 and Rs. 22.02 lakhs FY 2017-18 and the same will be expended in future years. Due to the Losses and severe financial constraints the Company is unable to incur CSR during the year. The same will be spent in the current financial year.

The committee met one time during the FY 2017-18 on May 30, 2017

Particulars of employees

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure 5 to the Board''s Report.

Risk Management Policy

The Company has risk management policy in place which mitigates the risk at appropriate situations and there are no elements of

Significant Material Orders

The Company had received an order dated March 27, 2015 from Securities & Exchange Board of India (''SEBI''). An adjudicating officer of SEBI had imposed monetary penalty of Rs. 15 lakhs each against PVP Ventures Limited ("Company") and Mr. Prasad V. Potluri, Chairman and Managing Director ("Mr. Prasad") (aggregating Rs. 30 lakhs) for alleged non-disclosures under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 ("SAST Regulations") and SEBI (Prohibition of Insider Trading) Regulations, 1992 ("PIT Regulations"). ("Non-Disclosure Order") Further, the adjudicating officer of SEBI by an order dated March 27, 2015 imposed penalty of: i) Rs. 15 crores each on PVP Global Ventures Private Limited ("Wholly-Owned Subsidiary") and Mr. Prasad (aggregating Rs. 30 crores) for alleged violation of PIT Regulations during period 2009-10 and ii) Rs. 15 lakhs each on the Wholly-Owned Subsidiary and Mr. Prasad for non-disclosures required under the SAST Regulations (aggregating Rs. 30 lakhs). ("Insider Order")

The Wholly-Owned Subsidiary, the Company and Mr. Prasad ("Appellants") challenged both the above orders before the Securities Appellate Tribunal ("SAT").

The SAT, by an order dated June 20, 2018 dismissed the appeal against and upheld the Non-Disclosure Order upholding the penalty of Rs. 30 lakhs.

In relation to the Insider Order, the SAT: i) set aside entirely the penalty of Rs. 15 lakhs each on the Wholly-Owned Subsidiary and Mr. Prasad; and ii) reduced the penalty of Rs. 15 crores against Mr. Prasad to Rs. 5 crores while upholding the penalty of Rs. 15 crores on the Wholly-Owned Subsidiary ("SAT Order"). Thus, the SAT Order reduced the aggregate penalty of Rs. 30 crores plus Rs. 30 lakhs to Rs. 20 crores.

The overall penalty as per the SAT Order is therefore Rs. 20 crores plus Rs. 30 lakhs.

The SAT, by another order dated July 6, 2018 stayed the operation of the SAT Order for a period of six weeks from July 6, 2018 subject to deposit of certain title deeds by the Appellants.

The Appellants are in the process of appealing against the SAT Order before the Hon''ble Supreme Court of India.

There were no other significant Material Orders passed against the Company during the year under review except above.

Extract of Annual Return

In accordance with Section 134 (3)(a) of the Companies Act, 2013, an extract of the Annual Return in the prescribed format is appended as Annexure 3 of the Board''s Report.

Internal Financial Control

The Company has a well-placed, proper and adequate Internal Financial Control (IFC) system which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. This is commensurate with the nature of business and the size and complexity of the company''s operations.

The Company works in a dynamic business environment and adopts the appropriate internal financial controls, to establish reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with the generally accepted accounting principles. It includes inducting and maintaining such business policies and procedures as may be required to successfully conduct the business of the company

Conservation of Energy, Technology Absorption and Foreign Exchange Earning / Outgo

Particulars regarding technology absorption, conservation of energy and foreign exchange earnings and outgo required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 to the extent applicable are as under:

risk, which in the opinion of Board of Directors may jeopardize the existence of the Company.

Compliance with Secretarial Standards

The Company has complied with applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Government of India under Section 118(10) of the Companies Act, 2013.

Disclosure under the Sexual Harassment of Women at Workplace (prevention, prohibition and redressal) Act, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed of during financial year ended March 31, 2018:

- No. of complaints received: Nil

- No. of complaints disposed of: Nil

Acknowledgements

Your Directors wish to express their appreciation for the support and co-operation extended by the bankers, financial institutions, joint development partners, shareholders, government agencies and other business associates. Your Directors wish to place on record their deep sense of appreciation for the committed services by the employees of the Company.

For and on behalf of Board of Directors

Sd/- Sd/-

Place : Chennai Prasad V. Potluri R. Nagarajan

Date : August 08, 2018 Chairman & Managing Director Director

---

Mar 31, 2016

TO THE MEMBERS,

We are pleased to present the report on the business and operations of your Company for the year ended March 31, 2016.

Financial Highlights [Rupees In Lakh]

Particulars	Standalone 2015-2016 2014-2015		Consolidated 2015-2016 2014-2015
Total Income	2752.40	5380.61	15714.67	6672.68
Operational, Administration And Other Expenses	982.49	3312.02	11277.73	6456.94
Profit/(Loss) Before Depreciation Interest And Tax	1769.91	2068.59	4436.93	215.74
Depreciation	54.23	60.26	115.55	60.26
Interest and Finance Charges	1960.35	1964.55	5146.44	2181.86
Profit / (Loss) Before Exceptional Items	(244.67)	43.78	(825.05)	(2026.38)
Exceptional Items	(350.89)	49.87	(13.43)	1039.36
Profit / (Loss) Before Tax	106.22	(6.09)	(811.63)	(3065.74)
Tax Expense	-	(166.62)	422.37	(263.32)
Profit/ (Loss) after Tax	106.22	160.53	(1234.00)	(3329.06)
Profit/ (Loss) after Transfer to Minority Interest	-	-	(764.71)	(2540.85)

Note: During the year Picturehouse Media Limited has become the subsidiary of the Company and the same is part of the consolidated financials of the Company, hence the financials for 15-16 & 14-15 are non-comparable.

STATE OF THE COMPANY''S AFFAIRS

During the financial year under review, the Company registered a total revenue of Rs. 2752.40 lakhs on Standalone basis as compared to the previous year''s total revenue of Rs. 5380.61lakhs. Further, total revenue on Consolidated basis is Rs. 15714.67 lakhs as compared to the previous year''s total revenue of Rs 6672.68 lakhs.

DIVIDEND

In view of the inadequacy of the profits and in order to conserve the resources of the Company, for future Business operations, the Board of Directors did not recommend any dividend for the financial year ended March 31, 2016.

TRANSFER TO RESERVES

In view of the aforesaid reason, the Board of Directors did not propose to transfer any amount to reserves for the period under review.

CAPITAL STRUCTURE

During the year, there is no change in the capital structure of the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

DEBENTURES:

During the year the Company has not issued any Debentures and total debentures outstanding as on the date of report is 13,289, 14.5% Redeemable fully convertible Debentures (FCDs) of Rs.1,00,000 each.

PUBLIC DEPOSITS

The Company has not accepted/renewed any fixed deposits during the year under review.

INSURANCE

All the properties of your Company have been adequately insured.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and erstwhile Listing Agreement and the current Listing Agreement signed with the stock exchanges pursuant to SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, your company has formulated a Policy on Related Party Transactions which is also available on the Company''s website at http://www. pvpglobal.com/pdf/RPTPolicy-PVPL.pdf. The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and the Related Parties.

During the year under review, no Related Party Transactions or Material Related Party Transaction i.e., transactions, exceeding 10% of the annual consolidated turnover as per the latest audited financial statements, were noticed during the period under review. Accordingly, the disclosure of Related Party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable for the year ended March 31, 2016.

During the year, the Company had not entered into any contract / arrangement / transactions with Related Parties which could be considered as material in terms of Regulation 23 of the SEBI (LODR) Regulations, 2015. In accordance with Accounting Standard 18, the Related Party Transactions are disclosed under Note No. 24.5 of the Standalone Financial Statements.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT

The Joint Development Agreement (JDA) executed with North Town Estates Private Limited (formed by its consortium partners, M/s. Arihant Foundations and Housing

Development Limited & M/s. Unitech Limited)

i.e. ‘the Developers'' of the Perambur land, Chennai of the Company in the year 2008( last amended in 2011) for development of residential township project on the 70 acres (approx.) land situated in perambur village, Chennai was amended on 04.05.2016, whereby the Developer will release 20 acres undeveloped land to the Company. By virtue of this understanding, the company will have at its disposal 20 acres of land parcel which can be used for development either on its own or in collaboration with third parties or in any other manner as it deems fit.

SUBSIDIARY COMPANIES

The Company along with its subsidiaries is operating in the verticals of Urban Infrastructure, Media and Entertainment and retail customer services. During the year under review PVP Island Private Limited & Blasters Sports Ventures Private Limited ceased to be the subsidiaries of PVP Ventures Ltd. As on March 31, 2016, the Company has 4 wholly-owned subsidiaries viz., PVP Corporate Parks Private Limited, PVP Global Ventures Private Limited, PVP Media Ventures Private Limited, Safetrunk Services Private Limited, besides 2 subsidiaries viz., New Cyberabad City Projects Private Limited, Picturehouse Media Limited and 4 step-down subsidiaries viz., Adobe Realtors Private Limited, which is a wholly-owned subsidiary of PVP Global Ventures Private Limited and PVP Capital Limited, PVP Cinema Private Limited and Picturehouse Media Private Limited, Singapore which are wholly-owned subsidiaries of Picturehouse Media Limited. Further, as on March 31, 2016, the company has no Associate Companies.

The consolidated financial statements of the Company including its subsidiaries have been prepared in accordance with Section 129(3) of the Companies Act, 2013. Further, a statement containing salient features of the financial statements of the subsidiaries in the prescribed format AOC-1 is appended as Annexure - 1 to the Board''s Report. As required under Section 136 of the Companies Act, 2013 the audited financial statements including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries are available on the website www.pvpglobal.com.

These documents will also be available for inspection during the business hours at the Registered office of the Company and any member who wish to get copies of such financial statements, may write to the Company for such requirement.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the prescribed standards of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of India''s Corporate Governance practices and have implemented all the mandatory stipulations prescribed. The Report on Corporate Governance as stipulated under Regulation 34 read with Schedule V of the SEBI (Listing Obligations & Disclosure Requirement) Regulations, 2015 forms part of the Annual Report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mrs. P. Sai Padma, Director of the Company retires by rotation and being eligible offers herself for re-appointment.

The Board of Directors at their meeting held on November 30, 2015 re-appointed Mr. Prasad V. Potluri as Chairman & Managing Director of the Company for a period of three years with effect from December 4, 2015 to December 3, 2018 subject to the approval of shareholders of the Company.

Except Mr. Prasad V. Potluri, Chairman & Managing Director, there was no other change in the Composition of Board during the year.

The details of training and familiarization programs and Annual Board Evaluation process for directors have been provided in the Nomination, Remuneration & Performance Evaluation Policy annexed with this report.

Every Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter at the first meeting of the Board in every financial year or whenever there is any change in the criteria which may affect his status as an independent Director, gives a declaration that he meets the criteria of independence as provided under Section 149(6) of the Companies Act, 2013.

COMPOSITION OF BOARD COMMITTEES

Audit Committee
Mr. R. Nagarajan	Chairman
Mr. N. S. Kumar	Member
Mr. Prasad V. Potluri	Member
Nomination and Remuneration Committee
Mr. N. S. Kumar	Chairman
Mr. R. Nagarajan	Member
Mrs. P. Sai Padma	Member
Stakeholders Relationship Committee
Mr. R. Nagarajan	Chairman
Mr. N. S Kumar	Member
Mr. Prasad V. Potluri	Member
Corporate Social Responsibility Committee
Mr. R. Nagarajan	Chairman
Mr. N. S. Kumar	Member
Mr. Prasad V. Potluri	Member
Executive Committee
Mr. Prasad V. Potluri	Chairman
Ms. P. Sai Padma	Member

The policy on Directors'' appointment and remuneration including criteria for determining qualifications positive attributes, independence of director and also remuneration for Key Managerial Personnel and other employees and Board evaluation process also forms part of Annual Report at Annexure 2. The Managing Director doesn''t receive any remuneration from any of the Subsidiaries of the Company.

During the year under review, Mr. GSV Ranga resigned as the Company Secretary of the Company w.e.f. March 31, 2016 and subsequently the Board in its meeting held on May 23, 2016 appointed Mr. V. Ravi Kumar Reddy as Company Secretary and Compliance officer of the Company. There is no other change in the Key Managerial Personnel of the Company.

Further details with respect to the aforesaid Committees are provided in the Corporate Governance Report attached herewith.

NUMBER OF MEETINGS OF THE BOARD

The Board met 6 (Six) times during the financial year on May 29, 2015, August 14, 2015, November 6, 2015, November 30, 2015, February 9, 2016 and March 18, 2016 further details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was well within the period prescribed under the provisions of the Companies Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

The financial statements of the Company are prepared as per applicable Accounting Standards as prescribed under Section 133 read with Rule 7 of the Companies (Accounts) Rules, 2014 of the Companies Act, 2013 and other applicable provisions if any of the said act. There are no material departures from prescribed accounting standards.

THE DIRECTORS CONFIRM THAT:

1. In preparation of the annual accounts for the financial year ended March 31, 2016, the applicable accounting standards have been followed;

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. The Directors have prepared the annual accounts on a going concern basis;

5. The Directors have laid down internal financial controls, which are adequate and are operating effectively; and

6. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate to operate the company effectively.

STATUTORY AUDITORS

M/s. CNGSN & Associates LLP (FRN:004915S), the statutory auditors have expressed their unwillingness to be reappointed as Auditors at the AGM as their term expires at the ensuing AGM.

The Company had received a Special Notice from a member proposing the appointment of M/s. Brahmayya & Co pursuant to which the Board in its meeting held on August 17,

2016 has appointed M/s. Brahmayya & Co. (FRN: 000511S) as the Statutory Auditors of the Company subject to the approval of members for a period of five years from the conclusion of this AGM to the conclusion of 30th AGM.

The Company has received consent from M/s. Brahmayya & Co., Chartered Accountants, (FRN: 00051 1S) to the effect that their appointment, if made, would be within the prescribed limits under Section 141 (3)(g) of the Companies Act, 2013 and stated that they are not disqualified from being appointed as the Statutory Auditors of the Company.

The Board of Directors therefore recommends appointment of M/s. Brahmayya & Co., as the Statutory Auditors of the Company. Necessary resolution for their appointment is incorporated in the Notice calling for the AGM.

AUDITORS'' REPORT & DIRECTORS'' COMMENTS ON THE QUALIFICATION MADE BY STATUTORY AUDITORS:

The Auditors'' Report for the financial year 2015-16 is a "qualified report'''' for the standalone financial statements and "Un-qualified report" for the Consolidated financial statements.

AUDITORS QUALIFICATION:

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 networth 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.

DIRECTORS'' COMMENTS ON THE ABOVE QUALIFICATION:

The Board is of the view that considering the market value of the assets and expected cash flows from the business of the subsidiary companies the provision already made are adequate.

SECRETARIAL AUDITOR

M/s. D. Hanumanta Raju & Co., Company Secretaries were appointed to conduct the Secretarial Audit of the Company for the financial year 2015-16, as required under Section 204 of the Companies Act, 2013 and rules there under. The Secretarial Audit Report for the financial year 2015-16 forms part of the Annual Report as Annexure-3 of the Board''s Report.

STOCK EXCHANGE LISTING

Presently, the Equity Shares of the Company are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited. The Company confirms that it has paid the Annual Listing Fees due to both the Stock Exchanges for the year 2015-16.

During the year the Company had delisted its GDRs from the London Stock Exchange, since the GDRs were not being frequently traded.

CHAIRMAN AND MANAGING DIRECTOR CERTIFICATION

As required under the SEBI Guidelines, the Chairman and Managing Director and the Chief Financial Officer Certification is attached to this Report.

SIGNIFICANT MATERIAL ORDERS

There were no significant Material Orders passed against the Company during the year under review.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134 (3)(a) of the Companies Act, 2013, an extract of the Annual Return in the prescribed format is appended as Annexure -4 of the Board''s Report.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the 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 disclosures.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy framed to deal with instances of fraud and mismanagement, if any. The details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company www.pvpglobal.com

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per the provisions of the Companies Act,

2013 (Act), the company shall spend 2% of the average net profits of the company''s, immediately preceding the three financial years towards CSR Activities as enlisted in Schedule VII of the Act .

The Company shall have a CSR Committee for formulating and monitoring the CSR Policy of the Company of the Company. The Committee of the Company comprises of Mr. R Nagarajan, Mr. N S Kumar and Mr. Prasad V. Potluri . The CSR Policy of the Company as approved by the Board of Directors of the Company is available on website of the company www.pvpglobal.com. The Report on Corporate Social Responsibility as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed as Annexure - 5 to this Report.

During the financial year ended March 31, 2016, the Company was required to spend Rs. 36.98 lacs towards CSR activities. However, owing to financial constraints the Company was unable to spend the amount for the financial year ended March 31, 2016.

During the previous financial year ended March 31, 2015, the Company was required to spend Rs.32.74 lacs i.e., being 2% of the average net profits of the company''s immediately preceding three financial years towards CSR activities. The Company has spent Rs. 32.74 lacs towards CSR Activities in the Education sector i.e. in Siddhartha Academy of General and Technical Education (‘SAGTE'') in May 2015.

PARTICULARS OF EMPLOYEES

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure-6 to the Board''s Report

A statement containing the names of top ten employees in terms of remuneration as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is also mentioned in Annexure-6.

Further, there are no employees, employed throughout the financial year and in receipt of remuneration of Rs. 102 lacs or more, or employed for part of financial year and in receipt of remuneration of Rs. 8.5 lacs or more per month.

RISK MANAGEMENT POLICY

The Company has risk management policy in place which mitigates the risk at appropriate situations and there are no elements of risk, which in the opinion of Board of Directors may jeopardize the existence of the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during financial year ended March 31, 2016:

-No. of complaints received: Nil

-No. of complaints disposed off: Nil

Particulars regarding technology absorption, conservation of energy and foreign exchange earnings and outgo required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 to the extent applicable are as under:

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGO

A	CONSERVATION OF ENGERGY
	The operations of the Company involve low energy consumption. Adequate measures have, however, been taken to conserve energy.
B	TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
	The Company continues to use the latest technologies for improving the quality of its operations.
C	FOREIGN EXCHANGE EARNINGS AND OUTGO:
[Rs. In Lakh]
	Particulars	Current Year	Previous Year
1.	Foreign Exchange Earnings	Nil	Nil
2.	Foreign Exchange Outgo:
(i)	Travel related Expenses	-	0.86
(ii.)	Professional Fees	-	1044.68
(iii.)	London Stock Exchange Fee	-	15.51
(iv.)	Interest	-	1926.91
	Total	-	2987.96

ACKNOWLEDGEMENTS

Your Directors wish to express their appreciation for the support and co-operation extended by the bankers, financial institutions, joint development partners, shareholders, government agencies and other business associates. Your Directors wish to place on record their deep sense of appreciation for the committed services by the employees of the Company.

For and on behalf of the Board of Directors

Sd/-

Place: Chennai Prasad V. Potluri

Date: August 17, 2016

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Mar 31, 2014

Dear Shareholders,

The Board of Directors (Board) of PVP Ventures Limited (Company) with immense pleasure, present their 23rd report on the business operations of your Company for the financial year 2013-14. This Report is being presented along with the audited financial statements for the year.

Financial Results (Rs in Lakhs)

Particulars Standalone Consolidated 2013-2014 2012-2013 2013-2014 2012-2013

Total Income 6412.12 4869.62 7658.86 5986.07

Operational, Administration and other expenses 3066.80 1238.16 3101.45 1279.03

Profit/(Loss) before Depreciation, Interest and Tax 3345.32 3631.46 4557.41 4707.04

Depreciation 20.52 14.84 20.52 14.84

Interest and Finance Charges 1939.91 44.01 2027.36 44.01

Profit / (Loss) before 1384.89 3572.61 2509.53 4648.19

Exceptional 42.86 (967.39) 1687.87 170.62

Provision for taxation 539.82 910.88 540.91 910.91

Profit/ (Loss) after 802.21 3629.12 280.75 3566.66

Review of Operations

The financial year 2013-14 was a year of consolidation for your Company. During this year, though there was a moderate increase in the total income, at the bottom line could not witness similar proportion and as a result, the net profit (standalone) has reduced drastically from Rs.36.29 crore during the previous year to Rs.8 crore during the year under review. The decline in the profitability was mainly attributable to writing back off exceptional items, interest payments and increase in general overheads on account of embarking upon diversion plans.

Due to overall slowdown persisting in the real estate industry, the revenues envisaged out of the project development could not witness any remarkable growth and as a result, the cash flows from the Project have come down marginally. However, there appears to be signs of recovery of the overall market in the ensuing quarters, with the result, the realization from our Perambur Project would witness marginal increase during this current financial year.

As informed to the Members in the previous Annual Report, your Board is pleased to share with you that, your Company had bid for India''s first Badminton League and won the Hyderabad Franchise and rechristened the team as "Hyderabad Hotshots". This Team has won the inaugural season of the Indian Badminton League (IBL) Trophy that was held in August, 2013. This being the first season of the IBL, it could not support the bottom-line as expected. However, the Management of your Company is very positive about IBLs contribution in the years to come.

Inspired with the success of IBL, the Company entered into football and bid for the Indian Super League (ISL) being promoted by IMG Reliance and Star India (Organizers), under the aegis of All India Football Federation and was successful in winning a Kochi Football Team, which was christined as ''Kerala Blasters Football Club''. To take this event further, your Company has executed a Participation Agreement with Football Sports Development Private Limited (an SPV formed by IMG Reliance; Star India and All India Football Federation) in April, 2014. The selection of players for Kochi Football Team is under process. First season of the Indian Super League (ISL) may commence in the month of September - October, 2014. Though the first season of the ISL may not contribute much, the Management is of the opinion that from the second season onwards, the contribution from ISL to the bottom-line could be significant.

Apart from the above, the Company is exploring various

plans to embark upon investing into Electronic Media, and other viable business verticles either by way of acquisitions or through mergers, etc and the details of which would be disseminated to the stakeholders at appropriate time.

Dividend

In order to conserve the resources for future plan of actions and also to reduce the dependence on outside lenders, the Board of Directors could not recommend any dividend for the financial year 2013-14.

Capital Structure

During the year, there is no change in the capital structure of the Company.

ConsoIidated FinanciaI Statements

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements, the audited Consolidated Financial Statements are provided in the Annual Report.

Subsidiary Companies

With a view to consolidate its business operations, the assets and liabilities of 5 (five) wholly owned subsidiaries viz., Maven Infraprojects Private Limited, PVP Business Ventures Private Limited, AGS Hotels & Resorts Private Limited, Cuboid Real Estates Private Limited and PVP Business Towers Private Limited were assigned to another wholly owned subsidiary i.e., PVP Global Ventures Private Limited and consequently, the Company has closed down those five wholly owned subsidiary companies under Section 560 of the Companies Act, 1956.

In order to explore its proposed areas of operations, during the year under review, your Company through it''s subsidiary i.e., PVP Global Ventures Private Limited had invested in the equity of Adobe Realtors Private Limited and also incorporated a wholly owned subsidiary company by name i.e., PVP Media Ventures Private Limited. As a result, PVP Media Ventures Private Limited has become Wholly owned subsidiary of your Company and Adobe Realtors Private Limited has become step- down subsidiary of your Comapny.

During the year under review, your Company has sold its investment (12,500 equity shares) in the equity capital of PVP Star Hotels Private Limited at a consideration of Rs.550 lakhs, thereby earned a profit of Rs.349 lakhs.

As on March 31, 2014, your Company is having three Wholly Owned Subsidiaries, viz, PVP Global Ventures Private Limited; PVP Corporate Parks; and PVP Media

Ventures Private Limited, one Subsidiary Company, viz, New Cyberabad City Projects Private Limited and one step-down subsidiary viz., Adobe Realtors Private Limited.

The Consolidated Financial Statements of your Company for the financial year 2013-14 are prepared in compliance with applicable Accounting Standards and applicable clauses of the Listing Agreement as prescribed by the Securities and Exchange Board of India. The consolidated accounts have been prepared on the basis of audited financial statements received from subsidiaries as approved by their respective Boards.

A separate statement containing the salient features of all subsidiaries of your Company which includes capital, reserves, total assets, total liabilities, details of investment, turnover, etc., forms part of this report in compliance with the General Circular No. 2/ 2011 dated 8th February, 2011 issued by Ministry of Corporate Affairs granting a general exemption from the provisions of Section 212(8) of the Companies Act, 1956. The annual accounts and financial statements of the subsidiary companies and related detailed information shall be made available to members on request and are open for inspection at the Registered Office of your Company.

Consequent to PVP Global Ventures Private Limited''s becoming a Material Non Listed Indian Subsidiary of the Company during the year under review, the Company had appointed its Independent Director, Mr. N S Kumar, with effect from August 24, 2013 on the Board of PVP Global Ventures Private Limited, in compliance of Clause 49 of the Listing Agreement.

Public Deposits

The Company has not accepted/renewed any fixed deposits during the year under review.

Insurance

All the properties of your Company have been adequately insured.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

Auditors'' report

The Auditors'' Report for the financial year 2013-14 is an "Un-qualified" report and the said Report together

with the Audited Accounts for the financial year ended March 31, 2014 read with the Notes on Accounts are self-explanatory and therefore do not call for any further comments.

Statutory Auditors

M/s. CNGSN & Associates (FRN: 004915S), the statutory auditors, holds office up to the conclusion of this Annual General Meeting (AGM). The Company has received letters from M/s. CNGSN & Associates, Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and stated that they are not disqualified from being appointed as the Statutory Auditors of the Company.

The Board of Directors recommends reappointment of M/s. CNGSN & Associates as the statutory auditors of the Company for the year 2014-15. Necessary resolution for their reappointment is incorporated in the Notice calling the AGM.

Directors

As on the date of this Report, the Board of Directors comprises of Mr. Prasad V. Potluri, Mr. R. Nagarajan and Mr. N.S. Kumar. During the year under report, Mr. S. Niranjan Reddy has resigned as Director and therefore ceased to be director with effect from April 11, 2014.

In terms of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors can hold office for a term of up to five (5) consecutive years on the Board of Directors of your Company and are not liable to retire by rotation and the tenure of the Independent Directors on the date of commencement of the Companies Act, 2013 (ie., 01.04.2014) shall not be counted as term for aforesaid period of 5 years. Accordingly, it is proposed to appoint Mr. R. Nagarajan and Mr. N S Kumar as Independent Directors of your Company for a period of 5 years effective from September 26, 2014 to September 25, 2019.

Appropriate resolutions for the appointment of Directors are being placed before you for your approval at the ensuing Annual General Meeting. The brief resume of the aforesaid Directors and other information have been detailed in the Notice. Your Directors recommend their appointment/reappointment as Directors of your Company.

Stock Exchange Listing

Presently, the Equity Shares of the Company are listed on The BSE Limited (BSE) and the National Stock Exchange of India Limited and the GDRs are listed on London Stock Exchange. The Company confirms that it has paid the Annual Listing Fees due to the Stock Exchanges for the year 2014-15.

Directors'' Responsibility Statement

Pursuant to the requirements of Section 217 (2AA) of the Companies Act, 1956, the Directors of the Company, in respect of the financial year ended March 31, 2014, confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

(ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended March 31, 2014 and of the profit of the Company for the year ended on that date;

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) They have prepared the annual accounts on a going concern basis.

Corporate Governance

The Company is committed to maintain the prescribed standards of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of India''s Corporate Governance practices and have implemented all the mandatory stipulations prescribed. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from a firm of Practicing Company Secretaries confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is forming part of the Report on Corporate Governance.

Managing Director and Chief Financial OfficerCertification

As required under the SEBI Guidelines, the Chairman & Managing Director and the Head of the Finance Function Certification is attached to this Report.

Internal Control Systems

The Company has a proper and adequate system of internal controls. This ensures that all the transactions are authorized, recorded and reported correctly and assets are safeguarded and protected against loss from unauthorized use or disposition. An extensive programme of internal audits and management reviews supplements the process of internal control. The internal control system has been designed to ensure that the financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets.

The Company also has an Audit Committee, comprising 3 (three) professionally qualified Directors, who interact with the Statutory Auditors, Internal Auditors and Management in dealing with matters within its terms of reference. This Committee mainly deals with accounting matters, financial reporting and internal controls.

Employees

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Company has appointed Mr. S. Kannan, Head - Finance & Accounts as the Chief Financial Officer of the Company with effect from May 28, 2014.

Particulars of employees

The provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company for the year under review.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings /Outgo

Particulars regarding technology absorption, conservation of energy and foreign exchange earnings and outgo required under section 217 (1)(e) of the Companies Act, 1956 and Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 to the extent applicable are as under:

A. CONSERVATION OF ENERGY: The operations of the Company involve low energy consumption. Adequate measures have, however, been taken to conserve energy.

B. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION: The Company continues to use the latest technologies for improving the quality of its operations.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO: (Rs. in Lakhs)

Particulars Current year Previous year

Foreign exchange earnings NIL NIL

Foreign exchange outgo:

- Travel related Expenses 1.16 NiL

- Professional Fees 66.06 NiL

- London Stock Exchange Fee 11.71 10.69

- Interest 1926.91 NiL

Total 2005.84 10.69

Acknowledgements

Your Directors wish to express their appreciation for the support and co-operation extended by bankers, joint development partners, financial institutions, shareholders, government agencies and business associates. Your Directors wish to place on record their deep sense of appreciation for the committed services rendered by the employees of the Company.

For and on behalf of the Board of Directors

Sd/- Date: August 8, 2014 Prasad V. Potluri Place: Chennai Chairman & Managing Director

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Mar 31, 2013

The directors have pleasure in presenting the 22nd annual report on the business and operations of the company together with audited annual accounts for the financial year ended march 31, 2013.

finAnciAL resuLts (consoLidAted)

(Rs.in lac) 2012-13 2011-12

total income 6566.25 340.05

operational, administration and other expenses 1279.47 411.25

profit/(loss) before depreciation, interest and tax 5286.78 (71.20)

exceptional items 750.36 (166.13)

profit/(loss) after exceptional items 4536.42 94.93

depreciation 14.84 13.61

interest and finance charges 44.01 7.91

profit/(loss) before income tax & minority interest 4477.57 73.41

provision for taxation 910.91 14.46

provision for minority interest (1.86) (0.47)

profit/(loss) after tax and minority interest 3568.52 59.42

reView of oPerAtions

the financial year 2012-13 was a landmark year in the history of the company. during this year, the consolidated revenues of the company rose to Rs.65.66 crore from Rs.3.40 crore during the previous year. the consolidated pat increased from Rs.59.42 lakhs during the previous year to Rs.35.68 crore for the year under report, registering a tremendous growth. as the members are aware, the perambur project has launched its first few phases in the previous year and the same has been received well by the market. the revenue flow from the phases which were already launched had continued in the year under review and the management is expecting that the project may launch other new phases in the current year, in which case the cash flows for the company during the current year may further improve.

as a strategy to mitigate/lower the risk of depending on a single project for all its revenues, and also by taking advantage of the inflows occurred during the year under report and also by keeping in view the expected inflows, the management is exploring various options like entering into power sector, vertical and/or horizontal expansion & diversification, venturing into sports related business activities, etc.

diVidend

in order to preserve the resources for expansion and diversification programs, which will, in the long run, lead to wealth maximisation in the hands of the shareholders, the board of directors did not recommend any dividend for the financial year 2012-13.

cAPitAL structure during the year, there is no change in the capital structure of the company.

consoLidAted finAnciAL stAtements

in accordance with the accounting standard as-21 on consolidated financial statements, the audited consolidated financial statements are provided in the annual report.

suBsidiAry comPAnies

as on march 31, 2013, the company has eight subsidiaries, viz, (1) m/s. new cyberabad city projects private limited; (2) m/s. pvp global ventures private limited, which was earlier known as m/s. pvp energy private limited; (3) m/s. maven infraprojects private limited; (4) m/s. pvp business ventures private limited; (5) m/s. pvp corporate parks private limited; (6) m/s. ags hotels and resorts private limited; (7) m/s. cuboid real estates private limited, and (8) m/s. pvp business towers private limited.

in accordance with the general circular issued by the ministry of corporate affairs, government of india, the balance sheet, statement of profit and loss and other documents of the subsidiary companies are not being attached along with the balance sheet of the company. the company will make available the annual accounts of the subsidiary companies and the related detailed information to any member of the company who may be interested in obtaining the same. the audited annual accounts of the subsidiary companies will also be kept open for inspection at the registered office of the company. the consolidated financial statements presented by the company include the financial results of its subsidiary companies. a statement pursuant to section 212(1)(e) read with 212(3) of the companies act, 1956, relating to company''s interest in its subsidiary companies for the financial year under review is forming part of this annual report.

PuBLic dePosits

the company has not accepted/renewed any fixed deposits during the year under review.

insurAnce all the properties of your company have been adequately insured.

mAnAgement discussion And AnALysis rePort

management discussion and analysis report for the year under review, as stipulated under clause 49 of the listing agreement with the stock exchanges in india, is presented in a separate section forming part of the annual report.

stAtutory Auditors

m/s. cngsn & associates (frn: 004915s), the statutory auditors, holds office up to the conclusion of ensuing annual general meeting (agm). the company has received requisite certificate from them to the effect that their re-appointment, if made, would be within the limits prescribed under section 224(1b) of the companies act, 1956 and that they are not disqualified for such re-appointment within the meaning of section 226 of the said act.

The board of directors'' recommends reappointment of m/s. cngsn & associates as the statutory auditors of the company for the year 2013-14, at such remuneration as may be decided by the board of directors. necessary resolution for their re- appointment is incorporated in the notice of the agm.

Auditors'' quALificAtion & mAnAgement''s rePLy

Auditors'' qualification: 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.54718.10 lakhs with provision for diminution in carrying value provided for Rs.30358.10 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 the Unsecured Loans to subsidiary companies of Rs.43660.75 lakhs with provision for doubtful advances made for Rs.5160.16 lakhs. 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, the Auditors were unable to determine whether any adjustments to these amounts were necessary.

Management Reply: The Management is of the opinion that considering the market value of the assets and expected cash flows from the business of these subsidiary companies, the provisions already made are adequate. Hence, no additional provision is made during the current year. However, regular review on quarterly basis of the provisions and cash flows from these companies will be made and presented to the Board, for consideration of any additional provisions/write off as it may warrant based on which, the Management would take decision of additional provision /write off with the recommendation of Audit Committee .

directors

as on the date of this report, the board of directors'' comprises of mr. prasad v. potluri, mr. r. nagarajan, mr. n.s. kumar and mr. s. niranjan reddy.

as per the articles of association, mr. r. nagarajan retires by rotation at the ensuing agm and being eligible offers himself for reappointment. brief profile of mr. r. nagarajan, as stipulated under clause 49 of the listing agreements, is provided in the notes attached to the notice calling the agm and necessary resolution for his re-appointment is incorporated in the notice of the agm.

pursuant to the provisions of section 260 of the companies act, 1956, mr. s. niranjan reddy was appointed as an additional director on march 18, 2013 and he holds office up to the date of this annual general meeting. the company has received a notice in writing from a member proposing his candidature for the office of director, liable to retire by rotation. notice of the annual general meeting contains a resolution seeking members'' approval for his appointment as director.

the board at its meeting held on may 27, 2013 have accorded their approval for variation of terms of appointment of mr. prasad v. potluri as chairman and managing director of the company and this is subject to the approval of the members in this annual general meeting and the notice of the annual general meeting contains a resolution seeking members'' approval for this variation of terms of appointment. for

full details, members are requested to refer the notice & explanatory statement, forming part of this annual report.

stock exchAnge Listing

presently, the equity shares of the company are listed on the bombay stock exchange limited (bse) and national stock exchange of india limited (nse) and the gdrs are listed on london stock exchange. the company confirms that it has paid annual listing fees due to the stock exchanges for the year 2013-14.

directors'' resPonsiBiLity stAtement

pursuant to the requirements of section 217 (2aa) of the companies act, 1956, the directors of the company, in respect of the financial year ended march 31, 2013, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under schedule vi to the companies act, 1956, have been followed and there are no material departures from the same;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company for the financial year ended march 31, 2013 and of the profit of the company for the year ended on that date;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis.

corPorAte goVernAnce

the company is committed to maintain the prescribed standards of corporate governance. the directors'' adhere to the requirements set out by the securities and exchange board of india''s corporate governance practices and have implemented all the mandatory stipulations prescribed. the report on corporate governance as stipulated under clause 49 of the listing agreement forms part of the annual report. the requisite certificate from a firm of practicing company secretaries confirming compliance with the conditions of corporate governance as stipulated under the aforesaid clause 49 is forming part of the report on corporate governance.

mAnAging director And chief finAnciAL officer certificAtion

as required under the sebi guidelines, the managing director and the head of the finance function certification is attached to this report.

PArticuLArs of emPLoyees the provisions of section 217(2a) of the companies act, 1956, read with the companies (particulars of employees) rules, 1975 are not applicable to the company for the year under review, since none of the employees is covered under such limits.

conserVAtion of energy, technoLogy ABsorPtion And foreign exchAnge eArnings/outgo

particulars regarding technology absorption, conservation of energy and foreign exchange earnings and outgo required under section 217 (1)(e) of the companies act, 1956 and companies (disclosure of particulars in the report of board of directors) rules, 1988 to the extent applicable are as under:

A. Conservation of Energy: the operations of the company

involve low energy consumption. adequate measures have, however, been taken to conserve energy.

B. Technology Absorption, Adaptation and Innovation: the company continues to use the latest technologies for improving the quality of its operations.

AcknowLedgements

your directors wish to express their appreciation for the support and co-operation extended by bankers, joint development partners, financial institutions, shareholders, government agencies and business associates. your directors wish to place on record their deep sense of appreciation for the committed services rendered by the employees of the company.

For and on behalf of the Board of Directors

Sd/-

Place: Hyderabad Prasad V. Potluri

Date: August 09, 2013 Chairman & Managing Director

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Mar 31, 2012

The Directors have pleasure in presenting the 21st Annual Report on the business and operations of the Company together with audited annual accounts for the financial year ended March 31, 2012.



Consolidated Financial Statements

(Rs in Lac)

Particulars 2011-12 2010-11

Total Income 340.05 176.53

Operational, Administration and other expenses 411.25 286.95

Profit/(Loss) before Depreciation, Interest and Tax (71.20) (110.42)

Exceptional Items 166.13 (10063.07)

Depreciation (13.61) (23.95)

Interest and Finance Charges (7.91) (635.56)

(Loss) before Extra ordinary items and income tax 73.41 (10833.01)

(Loss) before tax and Minority Interest 73.41 (10833.01)

Provision for taxation (14.46) (204.17)

Provision for minority interest 0.47 0.00

(Loss) after tax and minority interest 59.42 (11037.18)

Review and result of Operations

Financial year 2011-12 was a challenging year for the global markets and industries. The global economy, barely a year after recession, witnessed lower economic growth, resulting primarily from the Euro Zone debt crisis and high oil prices, which fuelled the inflation in India. The European economies stagnated and the US witnessed a downgrade in its credit rating, and India was forced to tighten liquidity and raise interest rates to tame rising inflation.

However, the Company, despite of all these challenges is able to hold its fort. Perambur project of the Company has started and has been received well by the market. During the year, the first few phases of Perambur Project were launched and received good response from the market. The Company, till the year ending 31st March 2012, received Rs 74.23 Cr (PY: Rs 5 Cr) as its share of collections from the Project, however, pending transfer of significant risks and rewards over the undivided share of land, which coincides with registering the sale deed, this amount is shown as advance for sale received from customers. The Company also received Rs 2.27 Cr from the Developer as interest on delayed payments, which is shown as other income for the year. The further details of the cash flows from the Project and related development are given in Note 22.1 of the Notes to Accounts.

In June 2012, the Company disposed off its Pattipulam property and settled the dues of L&T Infrastructure Finance Company Limited and has now become a debt free company.

Future Plans

The Company expects substantial cash flow from its Perambur project and intends to develop a vertical focusing on acquisitions and financing arising out of special situations in Indian and global markets by utilizing its internal accrual and by raising debt funding.

Dividend

The Board has not recommended any dividend for the financial year 2011-12.

Directors

As on the date of this Report, the Board of Directors of the Company comprises of three (3) directors, Mr. Prasad V. Potluri, Mr. R. Nagarajan and Mr. N. S. Kumar.

As per the Articles of Association, Mr. N. S. Kumar, retires by rotation in the ensuing AGM and being eligible, offers himself for reappointment. Brief profile etc. of Mr. N. S. Kumar, as required under Clause 49 of the Listing Agreements, is provided in the notes attached to the Notice calling the AGM.

Subsidiaries

As on March 31, 2012 and on the date of this Report, the Company has the following eight (8) subsidiaries:

New Cyberabad City Projects Private Limited

PVP Energy Private Limited

Maven Infraprojects Private Limited

PVP Business Ventures Private Limited

PVP Corporate Parks Private Limited

AGS Hotels and Resorts Private Limited

Cuboid Real Estates Private Limited

PVP Business Towers Private Limited

Pursuant to the General Circular No. 2 of 2011 dated February 08, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Board of Directors have consented for not attaching the balance sheet etc. for the year ended March 31, 2012, of the above subsidiary companies with the balance sheet of the Company for the year ended March 31, 2012. Further, as required by the above circular, the financial data of these subsidiary companies has been furnished along with the statement pursuant to Section 212 of the Companies Act, 1956 forming part of this Annual Report as Annexure-I.

However, the Company will make available the annual accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection by any investor at the Registered Office of the Company and that of the respective subsidiary companies.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

Corporate Governance

The Company is committed to maintain the prescribed standards of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of India's Corporate Governance practices and have implemented all the mandatory stipulations prescribed. The Report on Corporate

Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from M/s. V. Mahesh & Associates, Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report.

Auditors' report

The Auditors' Report together with the Audited Accounts for the financial year ended March 31,2012 read with the Notes on Accounts are self-explanatory and therefore do not call for any further comments.

Auditors

M/s. CNGSN & Associates, the statutory auditors, hold office upto the conclusion of the forthcoming Annual General Meeting (AGM). The Company has received requisite certificate from them to the effect that their re-appointment, if made, would be within the limits prescribed under section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

The Board of Directors recommend reappointment of M/s. CNGSN & Associates as the statutory auditors of the Company for the year 2012-13.

Consolidated Financial Statements

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements, the audited Consolidated Financial Statements are provided in the Annual Report.

Particulars of employees

The provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company for the year under review.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/Outgo

Particulars regarding technology absorption, conservation of energy and foreign exchange earning and outgo required under section 217 (l)(e) of the Companies Act, 1956 and Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 to the extent applicable are annexed as Annexure-ll of this Report.

Directors' Responsibility Statement

Pursuant to the requirements of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended March 31, 2012 and of the profit of the Company for the year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the annual accounts on a going concern basis.

Acknowledgement

Your Directors acknowledge with gratitude the co- operation and assistance received from the bankers, joint development partners, financial institutions, shareholders, government agencies and business associates. Your Directors wish to place on record their deep sense of appreciation for the committed services by the employees of the Company.

For and on behalf of the Board of Directors

Prasad V. Potluri

(Chairman and Managing Director)

Hyderabad August 10, 2012

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Mar 31, 2011

The Shareholders,

The Directors have pleasure in presenting the Twentieth Annual Report on the business and operations of the Company together with audited annual accounts for the financial year ended March 31, 2011.

Consolidated Financial Statements

(Rs. in Thousands)

Particulars 2010-2011 2009-2010

Total Income 56,599 42,004

Operational, Administration and other expenses 28,695 4,876,548

Profit/(Loss) before Depreciation, Interest and Tax 27,904 (48,34,544)

Depreciation 2,395 10,466

Interest and Finance Charges 63,556 134,694

(Loss) before Extra ordinary items and income tax (38,048) (4,979,704)

(Loss) before tax and Minority Interest (1,083,301) (4,982,412)

Provision for taxation (20,417) (10,680)

Provision for minority interest 0.00 0.00

(Loss) after tax and minority interest (1,103,718) (4,971,732)

Review of Operations

The Perambur project of the Company was launched in June 2011 and received very good response from the public. The further details of the project and related development are explained in Note B-3 of the Notes to Accounts. The Company expects to receive substantial cash flows from this Project over the next 5-7 years.

Dividend

In view of the losses of the Company, the Board has not recommended any dividend for the financial year 2010-11.

Debentures held by Platex Limited

During the year, Platex Limited converted 27,355 Fully Convertible Debentures of Rs. 1,00,000/- each, in terms of the Debenture Subscription Agreement(s) read with the Scheme of Amalgamation sanctioned by the Hon'ble High Court of Madras vide its order dated April 25, 2008. Accordingly, the Company allotted 1,34,09,314 fully paid up equity shares of Rs. 10/- each to Platex Limited at a conversion price of Rs. 204/- per share.

Further, Platex Limited has extended the timelines of redemption/conversion of the balance 13289 Fully Convertible Debentures of Rs. 1,00,000/- each by March 31, 2012.

Directors

As on the date of this Report, the Board of Directors of the Company comprises of three (3) directors, Mr. Prasad V. Potluri, Mr. R. Nagarajan and Mr. N. S. Kumar.

As per the Articles of Association, Mr. R. Nagarajan, retires by rotation in the ensuing AGM and being eligible, offers himself for reappointment.

Brief profile etc. of Mr. R. Nagarajan, as stipulated under Clause 49 of the Listing Agreements, is provided in the notes attached to the Notice calling the AGM.

Subsidiaries

As on March 31, 2011 and on the date of this Report, the Company has the following eight (8) subsidiaries:

New Cyberabad City Projects Private Limited (NCCPPL) PVP Energy Private Limited (PEL) Maven Infraprojects Private Limited (MIL) PVP Business Ventures Private Limited (PBV) PVP Corporate Parks Private Limited (PCPL) AGS Hotels and Resorts Private Limited (AGR) Cuboid Real Estates Private Limited (CRE) PVP Business Towers Private Limited (PBT)

During the year, Picturehouse Media Limited (formerly known as Telephoto Entertainments Limited) and PVP Cinema Private Limited (formerly known as PVP Screens Private Limited) have ceased to be subsidiaries of the Company.

Pursuant to the General Circular No. 2 of 2011 dated February 08, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Board of Directors have consented for not attaching the balance sheet etc. for the year ended March 31, 2011, of the above subsidiary companies with the balance sheet of the Company for the year ended March 31, 2011. Further, as required by the above circular, the financial data of these subsidiary companies has been furnished along with the statement pursuant to Section 212 of the Companies Act, 1956 forming part of this Annual Report as Annexure-I.

However, the Company will make available the annual accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection by any investor at the Registered Office of the Company and that of the respective subsidiary companies.

PBV, CRE and PBT had made investments in the equity shares of Jagati Publications Private Limited ("Jagati"), a company engaged in electronic and print media business. During August 2011, the Hon'ble High Court of Andhra Pradesh at Hyderabad had ordered investigation by CBI into the investments made by all the investors of Jagati. Accordingly, CBI conducted search at the offices of PBV, CRE and PBT and the Company and asked to submit certain information. The Company had supplied the information and co- operating with the agency.

Group

Pursuant to the intimation from the Promoters and Promoters Group, the entities comprising of the Group, in terms of Regulation 3 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, are as follows:

M r. Prasad V. Potluri

Mrs. Jhansi Sureddi

M/s. Platex Limited

M/s. Maven BPO Services Private Limited

M/s. Whitecity Infrastructure (India) Private Limited

M/s. Godavari Infracon Private Limited

M/s. Waltair Promoters Private Limited

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

Corporate Governance

The Company is committed to maintain the prescribed standards of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of India's Corporate Governance practices and have implemented all the mandatory stipulations prescribed. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from M/s. V. Mahesh & Associates, Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report.

Auditors' report

The Auditors' Report together with the Audited Accounts for the financial year ended March 31, 2011 read with the Notes on Accounts are self-explanatory and therefore do not call for any further comments.

Auditors

The Company has received a letter from M/s. CNGSN & Associates, Chartered Accountants, confirming that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the said Act. Necessary resolution for their appointment is incorporated in the Notice calling the AGM.

Consolidated Financial Statements

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates, the audited Consolidated Financial Statements are provided in the Annual Report.

Public Deposits

The Company has not accepted/renewed any fixed deposits during the year under review. However, in accordance with the provisions of section 205C (2) of the Companies Act, 1956 and the Rules made thereunder, the Company on 21.04.2011 deposited the unclaimed and unpaid deposit of Rs. 2,43,449/- with the Investor Education and Protection Fund set up by the Central Government.

Particulars of employees

The provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company for the year under review.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/Outgo

Particulars regarding technology absorption, conservation of energy and foreign exchange earning and outgo required under section 217 (1)(e) of the Companies Act, 1956 and Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are annexed as Annexure-II of this Report.

Responsibility Statement of the Directors

Pursuant to the requirements of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended March 31, 2011 and of the Profit of the Company for the year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the annual accounts on a going concern basis.

Acknowledgement

The Board acknowledges with gratitude the co- operation and assistance provided to your Company by its Bankers, Investors, Financial Institutions, Government and Non-Government agencies. The Board wishes to place on record its appreciation to the contribution made by employees of the Company during the year under review. Your Directors thank the vendors and other business associates for their continued support. Your directors are thankful to the shareholders for their continued patronage.

For and on behalf of the Board of Directors

Prasad V. Potluri

(Chairman and Managing Director)

Chennai

August 25, 2011

---

Mar 31, 2010

The Directors have pleasure in presenting the Nineteenth Annual Report on the business and operations of the Company together with audited annual accounts forthe financial year ended March 31, 2010.

Consolidated Financial Results

(Rs. in Lakhs)

Particulars 2009-10 2008-09

Total Income 420.04 2167.77

Operational, Administration and other 48,765.49 3627.48

expenses

Profir/(Loss)before Depreciation,-Interest (48,345.45) (1459.71)

and Tax

Depreciation 104.66 353.19

Interest and Finance Charges 1,346.94 2559.6

(Loss) before Extra ordinary items, Minority (49,797.05) (4372.51)

interest and income tax

(Loss) before tax and Minority Interest (49,824.12 (4372.51)

Provsion for taxation (106.8) 74.14

Provision for minority interest - (161.34)

(Loss)oftertax and Minority Interest | (49,717.32) (4285.31)



Review of Operations

The Company is yet to recover from the unprecedented global meltdown in real estate market and macroeconomic environment of the last financial year. However, as per the independent valuation, the estimated value of its Perambur land is around Rs. 700 Crores. Further, during the last year, PVP Corporate Parks Private Limited ("PVPCP"), a wholly owned subsidiary of the Company sold Vadapalani property at Chennai to M/s. SRM University for a sale consideration of Rs. 140.04 Crores. The sale proceeds thereof was utilised to pay off the debts of the secured creditors (Banks) and otherfinancial commitments of PVP Group. Further, during the year, PVPCP sold few floors of KRM Centre, Chennai to repay the debts of a secured creditor. However, the Company is considerably deleveraged with minimal debt and high quality asset base.

Perambur Project

The Perambur project of the Company is expected to receive all the necessary approvals very soon and may be launched within the current fiscal year.

Investments in Malaxmi Energy Ventures

The Company, through its subsidiary and associate, had invested in excess of Rs. 15 Crores in Malaxmi Energy Ventures (India) Private Limited ("MEV") with the main understanding/agreement that its stake in Navabharat Power Private Limited ("NPPL") would be vested with the Company, either by way of merger or acquisition. Your Directors inform the members that the Company made these investments to fund the project related expenses and working capital requirements of MEV and NPPL, at the time when the global and Indian economy were under financial distress. However, the promoters of MEV, inspite of PVP Group having pledge over 100% of shareholding of MEV, had fraudulently sold their stake in NPPL to a third party. The Company has approached the Court(s) seeking appropriate legal remedy(ies) against MEV, its promoters and NPPL.

Dividend

In view of the losses of the Company, no dividend has been recommended by the Board for the financial year 2009-10.

Conversion of FCDs held in PVP Energy Private Limited

During the year, the Company converted 54,104 Fully Convertible Debentures of Rs. 1,00,000each held in its 100% subsidiary company, PVP Energy Private Limited (formerly known as PVP Malaxmi Energy Ventures Private Limited) into 45,92,869 fully paid up equity shares of Rs. 10 each at a premium of Rs. 1168/- per share.

Directors

As on the date of this Report, the Board of Directors of the Company comprises of three (3) directors, Mr. Prasad V Potluri, Mr. R. Nagarajan and Mr. N. S. Kumar.

During the year, Mr. Tarun Gandhi and Mr. Sachendra Tummala resigned w.e.f. June 30, 2009 and Mr. Y Harish Chandra Prasad resigned w.e.f. November 24,2009.

As per the Articles of Association, Mr. N.S. Kumar, retires by rotation in the ensuing AGM and being eligible, offers himself for reappointment. Further, the Board of Directors at its meeting held on August 16,201 Ohad re-appointed Mr. Prasad V Potluri as Chairman and Managing Director for a period of five years from 04.12.2010 till 03.12.2015, subject to the approval of the members in the Annual General Meeting.

Brief profiles etc. of Mr. N.S. Kumar and Mr. Prasad V Potluri, as stipulated under Clause 49 of the Listing Agreements, are provided in the notes attached to the Notice calling the AGM. The broad particulars of the terms and conditions of appointment of Mr. Prasad V Potluri as Chairman and Managing Director are also contained in the explanatory statement calling the AGM. Further, necessary resolution for his appointment is incorporated in the Notice calling the AGM.



Subsidiaries

As on March 31, 2010 and on the date of this report the

Company has the following Ten (10) subsidiaries:

Telephoto Entertainments Limited New Cyberabad City Projects Private Limted

PVP Corporate Parks Private Limited Maven Infraprojects Private Limited

AGS Hotels ond Resorts Private Limited PVP Business Ventures Private Limited

PVP Energy Private Limited Cuboid Real Estates Private Limted

PVP Business Towers Private Limited PVP Screens Private Limited*

* Direct subsidiary of Telephoto Entertainments limited

The Ministry of Corporate Affairs, Government of India, vide order No. 47/542/2010-CL-III dated June 10, 2010 has granted approval that the requirements to attach various documents in respect of the subsidiary companies, as set out in sub-section (1) of Section 212 of the Companies Act, 1956, shall not apply to the Company. Accordingly, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached to the Balance Sheet of the Company. Financial information of the subsidiary companies, as required by the said order, is annexed as Annexure-I to this Report. The Company will make available the annual accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection by any investor at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies.

Operations of the Subsidiaries

During the year, PVP Corporate Parks Private Limited sold its Vadapalani property at Chennai to M/s. SRM University for a sale consideration of Rs. 140.04 Crores and also sold few floors of its property KRM Center, Chetpet at Chennai. PVP Group utilised the sale proceeds to pay off secured lenders and honourotherfinancial commitments.

PVP Energy Private Limited ("PEL") has been exploring various options to diversify into power and energy space and is currently in discussions with various parties to acquire greenfield and/or operating power projects. Further, during the year, PEL sold the certain treasury stocks of the Company to raise funds for working capital and power generation initiatives.

New Cyberabad City Projects Private Limited owns substantially large real estate asset at Shamshabad, near International Airport at Hyderabad. However, in view of the down-turn in the real estate sector and the continuing political imbroglio in Hyderabad, a significant delay is expected for this Project.

Group

Pursuant to the intimation from the Promoters and Promoters Group, the entities comprising of the Group, in terms of Regulation 3 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, are as follows:

M/s.Platex Limited M/s .Maun 8PO Services Private Limted

Mr. PrasodV. Potluri M/s.Whitecity Infrastructure (India) Private Limited

Mrs .hansi Sureddi M/s. Godavari Infracon Private Limted

M/s- Woltair Promoters Private Limited



Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

Corporate Governance

The Company is committed to maintain the prescribed standards of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of Indias Corporate Governance practices and have implemented all the mandatory stipulations prescribed. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from M/s. V Mahesh & Associates, Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report.

Auditors report

The Auditors Report together with the Audited Accounts for the financial year ended March 31, 2009 and the Notes on Accounts are self-explanatory and therefore do not call for any further comments.

As regard to the observations of the Auditors in the Auditors Report on the Standalone and Consolidated Financial Statements, the Board would like to comment as follows:

Standalone financials

(i) Boards comments on the Para 4 of the Auditors Report

The Perambur Project of the Company expected to receive all the necessary approvals very soon and may be launched within the current fiscal year. The Company expects that once the Perambur project is launched, it would generate sufficient cash flow to meet the operating and administration expenses of the Company. Hence, the financial statements of the Company are prepared on a going concern basis.

(ii) Boards comments on the Para 5(vi) of the Auditors Report

The Directors, based on the independent valuations of the assets held by these companies, believe that the investments made and advances given are sufficiently covered and fully recoverable. Accordingly, the Directors feels that no further provision for these investments and advances, other than that made in the books, are required.

(iii) Boards comments on the Para (iii)(a) of Annexures to the Auditors Report

These unsecured loans were given to wholly owned subsidiaries of the Company and are repayable on demand for the value shown in the books.

Consolidated Financials

(i) Boards comments on the Para 4 of the Auditors Report

The necessary adjustments have been made to reflect the correct position of Goodwill on consolidation.

(ii) Boards comments on the Para 5(a) of the Auditors Report

The Company credits the capital profits to its Reserves and Surplus instead to Profit & Loss Account.

(iii) Boards comments on the Para 5(b) of the Auditors Report

The Directors, based on the independent valuations of the assets held by these companies, believe that the investments made and advances given are sufficiently covered and fully recoverable. Accordingly, the Directors feel that no further provision for these investments and advances, other than that made in the books, are required

(iv) Boards comments on the Para 5(c) of the Auditors Report

In accordance with the provisions of section 309 (5A) of the Act, such amount is refundable to the subsidiary company and hence it is accordingly shown as receivable in the books. Until such amount is refunded, it will be held in trust for the subsidiary company.

Auditors

During the year M/s. Pricewaterhouse, Chartered Accountants had resigned as Statutory Auditors of the Company w.e.f. November 30, 2009 and M/s. PKF Sridhar & Santhanam, Chartered Accountants, Chennai were appointed as Statutory Auditors of the Company pursuant to the approval of shareholders w.e.f. March 19,2010.

Further, M/s. PKF Sridhar & Santhanam, Chartered Accountants, Chennai, the retiring Auditors have expressed their unwillingness to be re-appointed as the Statutory Auditors of the Company at the ensuing Annual General Meeting. Hence, it is proposed to appoint M/s. CNGSN & Associates, Chartered Accountants, as the Statutory Auditors of the Company at the ensuing Annual General Meeting.

The Company has received a letter from M/s. CNGSN & Associates, Chartered Accountants, confirming that their appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the said Act. Necessary resolution for their appointment is incorporated in the Notice calling the AGM.

Consolidated Financial Statements

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates, the audited Consolidated Financial Statements are provided in the Annual Report.

Public Deposits

The Company has not accepted/renewed any fixed deposits during the year under review. However, in accordance with the provisions of section 205C (2) of the Companies Act, 1956 and the Rules made thereunder, the Company on December 15, 2009, deposited the unclaimed and unpaid deposit of Rs. 4,43,1 62/-with the Investor Education and Protection Fund set up by the Central Government.

Particulars of employees

In terms of the provisions of Section 217{2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees forms part of the Directors Report.

However, in terms of provisions of Section 219(1 )(b)(iv) of the Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/Outgo

Particulars regarding technology absorption, conservation of energy and foreign exchange earning and outgo required under section 21 7 (l)(e) of the Companies Act, 1956 and Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are annexed asAnnexure-ll of this Report.

Responsibility Statement of the Directors

Pursuant to the requirements of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1 956, have been followed and there are no material departures from the same;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended March 31, 2010 and of the loss of the Company for the year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the annual accounts on a going concern basis.

Acknowledgement

The Board acknowledges with gratitude the co-operation and assistance provided to your Company by its Bankers, Investors, Financial Institutions, Government as well as Non-Government agencies. The Board wishes to place on record its appreciation to the contribution made by employees of the Company during the year under review. Your Directors thank the vendors and other business associates for their continued support. Your directors are thankful to the shareholders for their continued patronage.

For and on behalf of the Board of Directors

Prasad V. Potluri

(Chairman and Managing Director)

August 16, 2010

Hyderabad