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

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

Basis for Opinion

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

Emphasis of Matter

a) We draw attention to Note No. 61 of the Standalone
Financial Statements which highlights that, Corporation
Finance Investigation Department ("Investigation
department") of Securities and Exchange Board of India
("SEBI") has issued summons under Section 11C of SEBI

Act, 1992, to the Company, Chief Executive Officer and
the Managing Director for production of documents
before the Investigating Authority. The summons were
issued relating to loans and investments extended to
the erstwhile subsidiaries (currently related party) - PVP
Global Ventures Private Limited and PVP Media Ventures
Private Limited and Wholly owned subsidiary - Safetrunk
Services Private Limited. As stated in the said note, the
Management has duly responded to the said summons
and is confident of a favourable outcome.

Our opinion is not qualified in respect of above matter.

b) We draw attention to Note No. 51 & Note No. 52 of
the Standalone Financial Statements, w.r.t interest
free secured loan provided to New Cyberabad City
Projects Private Limited (NCCPL) erstwhile subsidiary
and currently a related party of the Company and the
corresponding accounting. Principal amount of Rs.
21,843.49 Lakhs is outstanding from the said party as
at 31 March 2025. The Management of the Company
is confident of recovering the loan within the extended
tenor duly factoring in the future business plans of the
related party and considering positive developments
w.r.t ongoing litigations as highlighted in the said note.
Further the Company is guaranteed 50% payout from the
revenues generated in excess of the loan outstanding,
out of the sale/development of the aforesaid properties
as per the Share Purchase Agreement (SPA) as indicated
in the aforesaid note. Accordingly, the Management of
the Company believes that neither is there a necessity to
charge interest on the loans advanced nor a requirement
to create an allowance for expected credit loss

Based on the internal assessment/ professional opinion
received, the Company believes that the provisions
of Section 186 of the Act in respect of loans, making
investments, providing guarantees and the securities
are not applicable to the Company as it involved on the
business of providing infrastructural facilities, except for
Section 186(1) of the Act.

Our opinion is not qualified in respect of above matter.

c) We draw attention to Note No. 48 of the Standalone
Financial Statements, which is related to the sale of
Company's erstwhile subsidiary, i.e NCCPL to Picturehouse
Media Limited ("PHML"), related party of the Company, for
an amount of Rs. 3,256.44 Lakhs out of which an amount
of Rs. 2,800 Lakhs remains outstanding from PHML as at 31
March 2025. As stated in the said note, the Management
is confident of receiving the amount within the stipulated/

agreed period and there is no necessity to create an
allowance for expected credit loss despite PHML having
negative Net worth, continuing losses and no significant
business activity being carried out by the said related party,
considering the business plans of its subsidiary, NCCPL and
considering positive developments w.r.t ongoing litigations
as highlighted in (b) above.

Our opinion is not qualified in respect of above matter.

d) We draw attention to Note No. 40 of the Standalone
Financial Statements, w.r.t appeals which have been
filed w.r.t various Income Tax (IT), Goods and Service Tax
(GST), Securities and Exchange Board of India (SEBI) and
Stamp Duty matters are pending adjudication with the
appellate authorities. The Company has been advised that
it has a good case to support its stand and no provision is
required to be created in this regard.

Our opinion is not qualified in respect of above matter.

e) We draw attention to Note No. 46 of the Standalone
Financial Statements, regarding management
assessment w.r.t applicability of the provisions of Section
135 of the Act and rules thereon towards Corporate Social
Responsibility (CSR) expenditure for the year ended 31
March 2024. The Company is in the process of quantifying
its liability considering legal interpretations around the
computation of profits under Section 198 of the Act on
the basis of which the CSR spend is computed. While the
Company has created a provision during the current year
ended 31 March 2025, based on the estimated maximum
amount to be spent, the actual spend could vary based
on legal/ professional discussions being carried out in
this regard. Any adjustment to such an amount would
be carried out upon finalization of the assessment in
this regard and when such amount is finally remitted.
Further the Management is of the view that, penalty
which might arise on account of non-compliance, if any,
shall be dealt with as and when it arises and the same is
quantified/ levied by the respective regulatory authority.

The Management believes such non-compliance shall not
have a material impact on the Financial Statements for the
year ended 31 March 2025.

Our opinion is not qualified in respect of above matter.

f) We draw attention to Note no. 50 of the Standalone
Financial statements, which is w.r.t acquisition of Humain
Health Tech Private Limited ("HHT") from PV Potluri
Ventures Private Limited, related party of the Company for
an amount of Rs. 2,249.60 Lakhs. Further, the Company has
provided a loan amounting to Rs. 2,215.03 Lakhs to support
the operations of the subsidiary/ repayment of existing
debt towards PV Potluri Ventures Private Limited (erstwhile
Holding Company of HHT) and other related parties which
has been classified as Deemed Investments aggregating to
a total investment amount of Rs. 4,464.63 Lakhs. As stated
in the said note considering the future business projections
and estimated cash flows of the subsidiary, the Company
carried out impairment testing for the investment in HHT
as required by Ind AS 36 - Impairment of Assets. Based
on the report from an independent registered valuer, it was
determined that the recoverable amount is less than the
carrying value as on the reporting date. The Management
has created a provision for impairment of Rs. 669.69 Lakhs
which has been classified and presented as an exceptional
loss in the Statement of Profit and Loss.

Our opinion is not qualified in respect of above matter.

Key Audit Matters

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

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

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

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

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

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

Management's Responsibility for the Standalone
Financial Statements

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Report on Other Legal and Regulatory
Requirements

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

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

audit we report, to the extent applicable that:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

iv. a) The Management has represented that,

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

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

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

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

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

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

For PSDY & Associates

Chartered Accountants
Firm Registration Number: 010625S

Yashvant G

Partner

Date: 20 August 2025 Membership Number: 209865

Place: Chennai UDIN: 25209865BMIDBK4502