Your Directors have the pleasure in presenting the Thirty fourth Boards Report of PVP Ventures Limited along with the AuditedStandalone and Consolidated Financial Statements for the year ended March 31, 2025.
The summarized Financial Results are as under:
STANDALONE
CONSOLIDATED
PARTICULARS
Year Ended
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 administrativeexpenses
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)
(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
6,700.88
Other Comprehensive Income
3.49
Less: Appropriations
-
Final Dividend
Tax on Dividend
Balance Carried to Balance Sheet
(87,729.56)
(86,524.43)
(85,771.06)
During the financial year under review, the Company continuedits operations in the areas of urban infrastructure, real estatedevelopment, and strategic investments. The Companyrecorded revenue from operations of approximately H 27.2crore on a consolidated basis for the year ended 31st March2025. However, it incurred a net loss of H 8.56 crore, primarilyon account of reduced operating revenues and increasedexpenses during the period.
The Company faced continued challenges in sustainingoperating margins due to market volatility, limited scale ofoperations, and constrained liquidity across the real estatesector. The financial performance reflected a year-on-yeardecline in profitability compared to the previous fiscal. Keyprofitability ratios such as Return on Equity (ROE) and EarningsPer Share (EPS) remained negative, indicating subdued returnsand erosion of shareholder value in the short term.
Despite these challenges, the Company has maintaineda conservative capital structure with negligible long-termborrowings and a healthy debt-to-equity ratio, reflectingprudent financial management. The net worth of the Companycontinues to remain stable, backed by tangible assets andlong-term investments.
Consequent to the close of the financial year, the Companyon 23rd April 2025 acquired 56.01% equity stake in OptimusOncology Private Limited for a total consideration of ?54.73Crores and, on the same day, also acquired 52% equity stakein Biohygea Global Private Limited for a total considerationof ?7 Crores. Pursuant to these acquisitions, both OptimusOncology Private Limited and Biohygea Global Private Limitedhave become material subsidiaries of the Company with effectfrom 23rd April 2025.
The equity shares of the Company are listed on BSE and NSE.As of March 31, 2025, the market capitalization of the Companystood at approximately H 570.28 crore. The stock traded in therange of H 19 to H 39 per share during the year, reflecting investorsentiment and overall market dynamics.
Looking ahead, the Company remains committed to optimizingits existing assets, strengthening operational efficiency, andexploring new growth opportunities in line with its long-termstrategic vision. Management continues to focus on improvingfinancial performance, enhancing shareholder value, andensuring long-term sustainability of business operations.
Share Capital
During the year under review there were no increase in paidup share capital.
Details of Issue of Equity Shares with DifferentialRights, details of issue of Sweat Equity Shares
During the year under review, the Company neither issuedany 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 inthe nature of the Company's business. No material changeand/or commitment affecting the financial position of yourCompany has occurred during the year under review.
Dividend
The Board of Directors have not recommended any dividendas the Company did not have significant operational cash flowsduring the year under review.
Transfer of Profit to Reserves
The Company has not proposed to transfer any of itsprofits to reserves.
Material changes and commitments affecting thefinancial position of the Company between theend of the financial year and the date of the Report
Pursuant to the provisions of Section 134(3)(l) of the CompaniesAct, 2013, the Board hereby confirms that there have been nomaterial changes and commitments affecting the financialposition of the Company between the end of the financialyear, i.e., 31st March 2025, and the date of this Report exceptas stated below.
Subsequent to the closure of the financial year, the Companysuccessfully 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 judiciouslyallocated towards strategic initiatives aimed at strengtheningthe Company's portfolio and enhancing its long-term valueproposition. In line with this objective, the Company has
consummated the acquisition of a majority stake in OptimusOncology Private Limited and secured a controlling interest inBiohygea Global Private Limited, thereby reinforcing its presenceand capabilities in the healthcare and life sciences sectors.
These strategic investments are expected to yield substantialbenefits and contribute meaningfully to the Company'slong-term growth trajectory, with the financial implications ofthese initiatives to be reflected in the results of subsequentfinancial periods.
Human Resources
The number of direct employees as on 31st March, 2025, was21. The Company provides equal opportunities regardless ofrace and gender. The Company continues to attract talent withcompetency for the growth of the Company. Employee relationscontinue to be cordial and harmonious at all levels and in all thedivisions of the Company. The Board of Directors would like toexpress their sincere appreciation to all the employees for theircontinued hard work and dedication.
Research and Development, conservation ofenergy, technology absorption, foreign exchangeearnings and outgo
The Company did not engage in any research and developmentactivities and hence there is no disclosure to that extent.
The Company did not engage in any manufacturing orservice activities. However, the company had taken allpossible measures to conserve energy and the employeesare encouraged to use electric vehicles, public transport forcommuting wherever possible.
There had been no foreign exchange earnings and outgoduring the year under review.
Particulars of loans, guarantees or investmentsunder Section 186 of the Companies Act ("Act")
The particulars of loans, guarantees and investments underSection 186 of the said Act, read with the Companies (Meetingsof Board and its Powers) Rules, 2014 for the financial year2024-2025 are given in Note No. 5, 6, 7 of the Notes to thestandalone financial statements. As the Company is primarilyengaged in the business of infrastructure, no interest is chargedon the loans extended by the Company to other companieswithin the Group.
Particulars of contracts or arrangements withrelated parties
In compliance with the Act and the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015. The Company hasformulated a Policy on Materiality of Related Party Transactionsand on dealing with Related Party Transactions (RPTs) asapproved by the Board which is available on the Company'swebsite and can be accessed at pvpglobal.com.
The Company entered into transactions with its relatedparties in the ordinary course of business and at arms lengthbasis. During the year under review, there were no materiallysignificant transactions entered with the related parties whichwere in conflict with the interests of the Company and thatrequire an approval of the Members in terms of the SEBI ListingRegulations. Adequate disclosures on the RPTs have beenmade in Note No 44 of the Notes to the standalone financialstatements which forms part of this annual report.
The Company had not entered into any contract/ arrangement/transactions with related parties which could be consideredmaterial in accordance with the provisions of the Act. Hence,the disclosure of RPT's in Form AOC-2 is not applicable.
During the year under review, the Company did not borrow anyloan from its directors.
All the downstream investments by the Company are incompliance with the provisions of Section 186 and otherapplicable provisions of the Act reading along with the relevantRules and also the SEBI Listing Regulations.
In terms of the provisions of Section 135 of the Companies Act,2013, read with the Companies (Corporate Social ResponsibilityPolicy) Rules, 2014, every company meeting the prescribed criteriaof a net worth of ?500 crores or more, or turnover of ?1,000 croresor more, or a net profit of ?5 crores or more during the immediatelypreceding financial year, is required to spend at least 2% of theaverage net profits of the three immediately preceding financialyears on CSR activities.
During the financial year 2023-24, the Company did not meet anyof the applicability thresholds specified under Section 135 of theAct. Accordingly, the provisions relating to CSR are not applicablefor FY 2024-25, and hence, no amount is required to be spent bythe Company towards CSR activities.
However, the Statutory Auditor & Secretarial Auditor intheir respective reports have drawn an Emphasis of Matterin respect of certain observations relating to the previousfinancial year 2023 -24, as the company had met the Criteriafor CSR applicability in the FY 2022 - 23. The Board hasprovided its response to the said emphasis, which is includedin the relevant section of the Auditors' Report forming part ofthis Annual Report.
Further, in compliance with Section 135 of the Act read withthe applicable Rules and the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015, the Company hadconstituted a Corporate Social Responsibility Committee. TheCommittee has framed the CSR Policy, which is available on theCompany's website at: www.pvpglobal.com. The compositionof the Committee is disclosed in the Corporate GovernanceReport, which forms an integral part of this Annual Report.
The core functions of the CSR Committee include formulatingand recommending to the Board the activities to be undertakenby the Company in accordance with Schedule VII of the Act.
The Company is committed to maintaining the higheststandards of corporate governance. The Company's AnnualReport contains a certificate issued by the Managing Directorin terms of SEBI Listing Regulations on the compliancedeclarations received from the Directors and the seniorManagement personnel and is enclosed along with Annexure - 6The Corporate Governance Report is enclosed as Annexure - 6to this Report.
The Company had obtained a certificate from a PracticingCompany Secretary confirming compliance with the CorporateGovernance requirements per the SEBI Listing Regulations.The said certificate is enclosed as Annexure 7.
The certificate from the Managing Director and Chief FinancialOfficer are enclosed along with Annexure 6.
On 17th January 2025, the Company received a demand orderfrom the GST Department amounting to H 6.87 Crores, alongwith an additional duty of H 6.87 Crores, aggregating to H 13.74Crores. The Department's contention was that the Companywas engaged in real estate project development activities.However, the Company has consistently maintained that it wassolely the owner of the land and had no involvement in anydevelopment activity.
Consequently, the said demand order was challenged beforethe Hon'ble High Court of Madras, which, vide its order dated21st 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 hasprovided an appropriate response. The detailed response isincluded in the Auditor's section of this Report.
Apart from the above, there are no other significant or materialorders passed by Regulators, Courts, or Tribunals that wouldaffect the Company's going concern status.
After the end of the financial year, on 30th May 2025, theRegistration Department, Government of Tamil Nadu, raiseda demand of approximately ?12 Crores without providing anyproper rationale or basis for such demand. The Companychallenged the said demand before the Hon'ble High Court ofMadras, which was subsequently set aside by the Court.
The Statutory Auditors have drawn an Emphasis of Matter onthis issue in their Report, and the Management's responseto the said emphasis has been appropriately provided in theAuditors' Section of this Report.
As on March 31, 2025, the Company had three wholly ownedsubsidiary companies, two step down subsidiaries and noassociate company.. There were no joint ventures signed bythe Company during the year under review and the Companydoes not form part of any joint ventures during the said period.Form AOC-1 describing the salient features of the financialstatements of the subsidiary companies is enclosed asAnnexure 1 to this report.
In accordance with the provisions of Section 136 of the Actand the amendments thereto, and the SEBI Regulations,the audited financial statements, including the consolidatedfinancial statements and related information of the Companyand financial statements of the Company's subsidiaries areplaced on the Company's website viz. www.pvpglobal.com.
The Company has formulated a policy to determine materialsubsidiaries. The said policy is available on th Company'swebsite viz., www.pvpglobal.com.
Pursuant to Section 129(3) of the Companies Act, 2013 andSEBI Listing Regulations, the consolidated financial statementsprepared in accordance with the Indian Accounting Standardsprescribed by the Institute of Chartered Accountants of India isattached to this report.
During the year under review, there were changes in the keymanagerial personnel and Director as following:
S.
No
Name of the
Personnel/
Director
Designation
Appointment/
Cessation
Date of theOccurrence
1
Mr. Kushal Kumar Independent AppointmentDirector
May 25,2024
2
Mr. D Mahesh
Company
Secretary
January 17,2025
During the year under review and after the balance sheet date,the following appointments took place:
Name of thePersonnel
Appointment
Date
Mr. B. Vignesh Ram
April 23, 2025
During the year under review no changes have occurred in theComposition of the Board of Directors of the Company.
The Company has received necessary declarations fromMr. Subramanian Parameswaran, Mr. Gautam Shahi, Mr. Kushal
Kumar Independent Directors, under Section 149 (7) of theAct, that they meet the criteria of independence as laid downin Section 149(6) of the Act and Regulation 25 of the ListingRegulations and their Declarations have been taken on record.
Details of any director who is in receipt of any commission fromthe company and who is a managing or whole-time directorof the company shall not be disqualified from receiving anyremuneration or commission from any holding company orsubsidiary company of such company - Not Applicable
There is no other application or proceeding pending against theCompany under the Insolvency and Bankruptcy Code, 2016during the year under review. During the year under review,there had been no one-time settlements which the Companyhad entered into with any bank or financial institution.
The Company has an adequate internal control system to overseethe adherence to the Company's policies, to safeguard the assets,to ensure that the transactions are at arm's length, and to ensurethe transactions are accurate, complete and properly authorizedprior to execution. The Management Discussion and AnalysisReport annexed to this report has details of such internal controls.
The main objective of Risk Management is risk reduction in thebusiness and optimizing the risk management strategies. TheCompany has a risk management policy in place to mitigate therisk at appropriate situations and there are no elements of risk,which in the opinion of the Board of Directors may jeopardizethe existence of the Company.
Pursuant to the provisions of Section 177(9) of the Act, read withRule 7 of the Companies (Meetings of Board and its Powers)Rules, 2014 and Regulation 22 of the SEBI Listing Regulationsand in accordance with the requirements of SEBI (Prohibition ofInsider Trading) Regulations, 2015, the Board of Directors hadapproved the Policy on Vigil Mechanism / Whistle Blower andthe 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 thesepolicies and changes if any per their recommendation areimplemented upon proper analysis.
As on March 31, 2025 the Company has constituted AuditCommittee, Nomination and Remuneration Committee,Stakeholders Relationship Committee, Corporate SocialResponsibility Committee as per prescribed statutesComposition of these committees are provided in the Reporton Corporate Governance which forms part of this Report.
Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014, the Board of Directors, at its meeting held on August 20, 2025, approvedthe appointment of ARS & ASSOCIATES COMPANY SECRETARIES LLP (Firm Registration No. L2015TL009900) as the SecretarialAuditors of the Company for a term of five consecutive years, commencing from the financial year 2025-26 and continuing till thefinancial 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 theSecretarial Audit of the Company for the financial year ended March 31, 2025. The Company has received the necessary consentfrom 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 reporthad highlighted the following deviations. Management response for the deviations is also given below
Deviation
Management Response
1.
There was a delay in submission of disclosures ofrelated party transactions to the stock exchanges forthe half year ended March 31, 2024. BSE vide its e-mailcommunication dated June 28, 2024 had levied a fine ofH 5900/-(including GST) for violation of Regulation 23(9)of SEBI LODR. The Company had applied for the waiver ofthe fine. The application is still pending.
The Company had applied for the waiver of the fine. Theapplication is still pending. The Company has put adequateprocess in place to ensure that there are no lapses in the future.
2.
There was a delay in submission of disclosures of relatedparty transactions to the stock exchanges for the halfyear ended September 30, 2024. BSE vide its e-mailcommunication dated December 13, 2024 had levied afine of H 5900/-. (including GST) for violation of Regulation23(9) of SEBI LODR. Such fine amount has been paid bythe Company on December 31, 2024.
The delay in submission of the disclosure was due to a technicalissue. The Company has put adequate process in place toensure 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 2017to June 2018 as required under SEBI Circular No. SEBI/HO/MIRSD/MIRSD3/P/2017/71 dated June 30, 2017. TheSEBI has passed Common Adjudication Order datedJune 19, 2024, against the Company for the above saidnon-compliance, whereby, a fine amount of H 14,00,000(including GST) is levied on the Company. The Companyhas appealed against the order before SEBI SecuritiesAppellate Tribunal. The matter is sub judice.
The non-submission of the 'No Default Statement' to the CreditRating Agency was on account of the fact that there was noinstance of default, and the lapses occurred during the COVID-19period. However, the Company has preferred an appeal in thesaid matter before the Securities Appellate Tribunal. The matteris pending disposal.
4
The Company has complied with the provisions ofregulation 30 read with Part A of the Schedule III of SEBILODR with minor deviation.
The Company has rectified all the filings with some minor delay.Now the company has put adequate process in place to ensurethat there are no lapses in the future
5
The Company is in the process of quantifying its liabilityconsidering legal interpretations around the computationof profits under Section 198 of the Act for the financialyear 2023-24 on the basis of which the CSR to bespend is computed. While the Company has created aprovision during the current year ended 31 March 2025,which is the estimated maximum amount to be spent, theactual unspent could vary based on legal/ professionaldiscussions being carried out in this regard. Anyadjustment to such an unspent amount would be carriedout upon finalization of the management assessmentin this regard and when such amount is finally remittedas required under Section 135(5) of the CompaniesAct, 2013.
The Board is of the considered opinion that the profits generatedby the Company during the Financial Year 2023-24 were notoperational in nature. These profits primarily arose from thecertian exceptional items like waiver of interest on debetures.pursuant to a one-time settlement arrangement with thedebenture holders. The Board views these as exceptional items,and therefore, the provisions of Section 135 of the CompaniesAct, 2013 relating to Corporate Social Responsibility (CSR) arenot applicable.
Further, as on date, the legislative intent of the CSR provisions isunder interpretation, and non-compliance, if any, has not beenestablished or ascertained.
Pursuant to Regulation 24(A) of the SEBI Listing Regulations,the Company has obtained an annual secretarial compliancereport from the above mentioned Secretarial Auditor andthe same was submitted to the stock exchanges as per theprescribed timeline.
Humain Healthtech Private Limited, a material unlistedsubsidiary of the Company, had obtained the SecretarialAudit Report from M/s. Damodaran & Associates, PracticingCompany Secretaries and this report is enclosed as Annexure 3.
The Board confirms compliance with the Secretarial Standardsnotified by the Institute of Company Secretaries of India.
Pursuant to the provisions of Section 92(3) read with Section134(3) of the Act, the Annual Return of the Company as atMarch 31, 2025 is available on the Company's website athttps://www.pvpglobal.com/annual-return/.
During the year under review, the Board of Directors met 7(Seven) times. The details of the meetings are furnished inthe Corporate Governance Report enclosed as Annexure 6to this Report.
Disclosure pertaining to the remuneration and other details asrequired under Section 197(3) of the Act and the Rules framesthereunder is enclosed as Annexure 4 to this Report.
During the year under review, no options were granted to anyemployee of the Company. The Company has an EmployeeStock Option Scheme as approved by the Board of Directors,Shareholders and the said scheme is in compliance withthe Securities and Exchange Board of India (Share BasedEmployee benefits and Sweat Equity) Regulations, 2021.Disclosure with respect to the above mentioned ESOP Schemeis available in the Company's website https://www.pvpglobal.com/employee-stock-option-plan/ .
Section 134 of the Act states that a formal evaluation needsto be made by the Board, of its performance and that of itscommittees and the individual Directors. Schedule IV of theAct and Regulation 17(10) of SEBI Regulations state that theperformance evaluation of each Independent Director shall bedone by the entire Board of Directors excluding the Directorbeing evaluated.
Pursuant to the provisions of section 134(3)(p) of the Actand the relevant SEBI Regulations, the Board has carried out
an evaluation of its performance, the Directors individually aswell as its Committees. The manner in which the evaluationhas been carried out has been explained in the CorporateGovernance Report forming part of the Annual Report.
As required under Section 134(5) of the Act, the Board ofDirectors hereby confirms, that -
(a) In the preparation of the Annual Accounts for the financialyear ended March 31, 2025, the applicable AccountingStandards have been followed and there are nomaterial departures.
(b) They have selected such accounting policies and appliedthem consistently and made judgments and estimatesthat are reasonable and prudent to give a true and fairview of the state of affairs of the Company at the end ofthe financial year and of the profit of the Company for thefinancial year 2024-2025.
(c) They have taken proper and sufficient care for themaintenance of adequate accounting records inaccordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing anddetecting fraud and other irregularities.
(d) They have prepared the annual accounts on agoing-concern basis.
(e) They have laid down proper internal financial controls tobe followed by the Company and such internal financialcontrols are adequate and are operating effectively; and
(f) They have devised proper systems to ensure compliancewith the provisions of all applicable laws and that suchsystems are adequate and operating effectively.
The Company's auditors' report does not have any statementon suspected fraud in the company's operations to explain asper Sec. 134(3) (ca) of the Act.
Rule 3 of the Companies (Cost Records and Audit) Rules, 2014provides the classes of companies, engaged in the productionof goods or providing services, having an overall turnover fromall its products and services of H 35 crore or more during theimmediately preceding financial year to maintain cost recordsin their books of account.
Maintenance of cost records as specified by the CentralGovernment under sub-section (1) of section 148 of the Act, isnot required by your Company and hence, such accounts andrecords are not made and maintained hence Cost audit is alsonot applicable for the company
Section 139 of the Companies Act, 2013 provides for the appointment of Statutory Auditors for a period of five years and thus M/sPSDY & Associates, Chartered Accountants (Registration No.016025S), Chennai were appointed as the Statutory Auditors of theCompany in the Annual General Meeting of the Company held on 30th September, 2022 for a period till the conclusion of the ThirtySixth 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 StandaloneAudit Report. The Audit report is not qualified in respect of these matters but as a matter of governance the Directors' hassummarized the said matters and their responses as below
No.
Emphasis of Matter
We draw attention to Note No. 61 of the Standalone FinancialStatements which highlights that, Corporation FinanceInvestigation Department ("Investigation department")of Securities and Exchange Board of India ("SEBI") hasissued summons under Section 11C of SEBI Act, 1992, to theCompany, Chief Executive Officer and the Managing Directorfor production of documents before the InvestigatingAuthority. The summons were issued relating to loans andinvestments extended to the erstwhile subsidiaries (currentlyrelated party) - PVP Global Ventures Private Limited andPVP Media Ventures Private Limited and Wholly ownedsubsidiary - Safetrunk Services Private Limited. As stated inthe said note, the Management has duly responded to thesaid 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 certainnotices from SEBI seeking clarifications and information withrespect to loans and investments made in its subsidiaries. Thecompany has provided comprehensive responses to all suchqueries within the stipulated timelines and has ensured fullcompliance with the applicable regulatory requirements. TheBoard would like to emphasize that these notices were in thenature of information requests and did not involve any adversefindings. The Company remains fully committed to the higheststandards of governance and is confident of a positive outcomein this regard.
We draw attention to Note No. 51 & Note No. 52 of theStandalone Financial Statements, w.r.t interest free securedloan provided to New Cyberabad City Projects PrivateLimited (NCCPL) erstwhile subsidiary and currently a relatedparty of the Company and the corresponding accounting.Principal amount of Rs. 21,843.49 lakhs is outstanding fromthe said party as at 31 March 2025. The Management ofthe Company is confident of recovering the loan within theextended tenor duly factoring in the future business plansof the related party and considering positive developmentsw.r.t ongoing litigations as highlighted in the said note.Further the Company is guaranteed 50% payout from therevenues generated in excess of the loan outstanding, outof the sale/development of the aforesaid properties asper the Share Purchase Agreement (SPA) as indicated inthe aforesaid note. Accordingly, the Management of theCompany believes that neither is there a necessity to chargeinterest on the loans advanced nor a requirement to createan allowance for expected credit loss
Based on the internal assessment/ professional opinionreceived, the Company believes that the provisions of Section186 of the Act in respect of loans, making investments,providing guarantees and the securities are not applicableto the Company as it involved on the business of providinginfrastructural facilities, except for Section 186(1) of the Act.
The lands held by the Company through its erstwhile subsidiaryNCCPPL were earlier attached in connection with ongoingproceedings initiated by the Enforcement Directorate (ED) andSEBI. Subsequently, the Company was fully exonerated fromall such cases. However, despite the exoneration, the attachedlands were not released by the ED.
In view of the continued attachment, the Company approachedthe Hon'ble High Court of Telangana through a Writ Petition.The Court directed the release of the said lands. Pursuant to theCourt's directions, the lands were released by the EnforcementDirectorate during the financial year 2025 - 26.
It is pertinent to note that at the time of initial attachment, thelands were situated in the erstwhile State of Andhra Pradesh.Post-bifurcation, the said lands now fall within the State ofTelangana. The Company is in the process of updating the landrecords on the official portal "Dharani." Upon completion of thisprocess, the Company intends to monetize these lands, and theproceeds will be utilized for repayment of debt in accordancewith the approved restructuring scheme.
In view of the above, the Board is confident of recovering themonies from monetization of the lands within the stipulated tenorand, accordingly, does not consider it necessary to considerfor any allowances as the realizable value is expected to besignificantly higher.
We draw attention to Note No. 48 of the StandaloneFinancial Statements, which is related to the sale ofCompany's erstwhile subsidiary, i.e NCCPL to PicturehouseMedia Limited ("PHML"), related party of the Company, foran amount of Rs. 3,256.44 Lakhs out of which an amount ofRs. 2,800 Lakhs remains outstanding from PHML as at 31March 2025. As stated in the said note, the Managementis confident of receiving the amount within the stipulated/agreed period and there is no necessity to create anallowance for expected credit loss despite PHML havingnegative Net worth, continuing losses and no significantbusiness activity being carried out by the said related party,considering the business plans of its subsidiary, NCCPL andconsidering positive developments w.r.t ongoing litigationsas highlighted in (b) above.
This point on Emphasis of Matter is linked to point (b). Accordingly,the Board draws attention to point (b) and assures that theCompany is taking all possible efforts to monetize the said lands.Once the lands are monetized, as per the approved Scheme ofBusiness Arrangement, the loans shall be recovered from PHML.The Board further notes that the value of these lands is expectedto appreciate, and therefore, does not consider it necessary tocreate any allowances or recognize credit losses in respect of thesame.
We draw attention to Note No. 40 of the Standalone FinancialStatements, w.r.t appeals which have been filed w.r.t variousIncome Tax (IT), Goods and Service Tax (GST), Securitiesand Exchange Board of India (SEBI) and Stamp Duty mattersare pending adjudication with the appellate authorities.The Company has been advised that it has a good case tosupport its stand and no provision is required to be createdin this regard.
During the period under review, the Company challengedthe claims and demands raised by the GST Department andthe Department of Registration, Government of Tamil Nadu,respectively, before the Hon'ble High Court of Madras. In bothcases, the Company obtained favorable orders, setting aside theclaims raised by the respective Government Departments.
With respect to the matters involving the Income Tax Departmentand SEBI, these cases are ongoing, and there have beenno significant developments during the year under review.Accordingly, the Board is of the firm view that there is norequirement to create any additional provisions in this regard.
We draw attention to Note No. 46 of the StandaloneFinancial Statements, regarding management assessmentw.r.t applicability of the provisions of Section 135 of the Actand rules thereon towards Corporate Social Responsibility(CSR) expenditure for the year ended 31 March 2024.The Company is in the process of quantifying its liabilityconsidering legal interpretations around the computation ofprofits under Section 198 of the Act on the basis of which theCSR spend is computed. While the Company has createda 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/ professionaldiscussions being carried out in this regard. Any adjustmentto such an amount would be carried out upon finalizationof the assessment in this regard and when such amount isfinally remitted. Further the Management is of the view that,penalty which might arise on account of non-compliance, ifany, shall be dealt with as and when it arises and the same isquantified/ levied by the respective regulatory authority. TheManagement believes such non-compliance shall not havea material impact on the Financial Statements for the yearended 31 March 2025.
The Board is of the considered opinion that the profits generatedby the Company during the Financial Year 2023-24 were notoperational in nature. These profits primarily arose from certianexceptional items like waiver of interest on debetures. pursuant toa one-time settlement arrangement with the debenture holders.The Board views these as exceptional items, and therefore, theprovisions of Section 135 of the Companies Act, 2013 relating toCorporate Social Responsibility (CSR) are not applicable.
6
We draw attention to Note no. 50 of the Standalone financialstatements, which is w.r.t acquisition of Humain Health TechPrivate Limited ("HHT") from PV Potluri Ventures PrivateLimited, related party of the Company for an amount of Rs.2,249.60 Lakhs. Further, the Company has provided a loanamounting to Rs. 2,215.03 Lakhs to support the operationsof the subsidiary/ repayment of existing debt towards PVPotluri Ventures Private Limited (erstwhile Holding Companyof HHT) and other related parties which has been classifiedas Deemed Investments, aggregating to a total investmentamount of Rs. 4,464.63 Lakhs. As stated in the said noteconsidering the future business projections and estimatedcash flows of the subsidiary, the Company carried outimpairment testing for the investment in HHT as required byInd AS 36 - Impairment of Assets. Based on the report froman independent registered valuer, it was determined that therecoverable amount is less than the carrying value as on thereporting date. The Management has created a provision forimpairment of Rs. 669.69 Lakhs which has been classifiedand presented as an exceptional loss in the Statement ofProfit and Loss.
The Board wishes to clarify that one of the locations, namely theBangalore laboratory, was closed during the year under reviewprimarily on account of intense competitive pressures and theattrition of critical personnel. The remaining locations under thisbusiness vertical continue to operate satisfactorily.
In alignment with the Company's long-term strategy ofstrengthening and expanding its healthcare portfolio, theCompany has successfully completed select acquisitions andis implementing necessary measures to consolidate operations.The Board is confident that these steps will enable the realizationof synergy benefits in the near future.
Further, as a matter of prudence and in strict compliance with theapplicable Accounting Standards, the Company has recognizedimpairment wherever required.
The Statutory Auditors Report for the financial years 2024 - 25does not contain any modification or qualification w.r.t true andfair view on the satate of affairs.
Management responses to the Points on "Other Legal andRegulatory Requirements Section" and the "Companies(Auditor's Report) Order 2020" are detailed below:
(a) The terms and conditions of loans granted by the Companyto two of its erstwhile subsidiaries and currently the relatedparties and 2 subsidiaries are prejudicial to the Company'sinterest for the loans granted as below
The loans granted in prior years PVP Global Ventures PrivateLimited (erstwhile subsidiary, now a related party) and PVPMedia Ventures Private Limited (erstwhile subsidiary, nowa related party), amounting to Rs. 39,114.72 Lakhs as on31 March 2025, were unsecured and were fully providedfor as at previous year end. Except for the loan provided toNewcyberabad City Projects Private Limited, all other loanbalances have been fully provided for. (Refer Note 5.2 tothe Standalone Financial Statements).
The loans granted in prior years to Safetrunk ServicesPrivate Limited, amounting to Rs. 666.02 lakhs were fullyprovided. Despite the same, the Company has furtherprovided loans amounting to Rs. 0.18 Lakhs to SafetrunkServices Private Limited during the year against whichcorresponding provision has also been created for anequivalent amount during the year ended 31 March 2025.
During the year 31 March 2025 the Company hadadvanced loans amounting to Rs 2,215.03 Lakhs to HumainHealthtech Private Limited which are interest free andunsecured despite cessation of one of the operations ofHHT and deteriorating overall financial and operational
position, including the net worth of the subsidiary. Whilethe Company pays interest on loans taken / other long termfinancial liabilities from Related Parties, no interest has beencharged on the loans advanced to HHT. (Refer Note 5.2 tothe Standalone Financial Statements).
(b) In respect of loans granted by the Company, the schedule ofrepayment is not stipulated w.r.t. loans granted to two of itssubsidiaries and two of its erstwhile subsidiaries (currentlyrelated parties) and in the absence of such schedule, weare unable to comment on the regularity of the repaymentsof principal amounts.
(c) In respect of advances in the nature of loans providedby the Company, there is no overdue amount remainingoutstanding as at the balance sheet date except w.r.t. loansgranted to two of its subsidiaries and two of its erstwhilesubsidiaries (currently related parties) wherein the scheduleof repayment of principal has not been stipulated and in theabsence of such schedule, we are unable to comment onthe amount overdue.
(d) None of the advances in the nature of loans granted bythe Company have fallen due during the year exceptw.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 notbeen stipulated and in the absence of such schedule, weare unable to comment on the amount due.
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 entitieswere subsidiaries of the Companies, and no new loans weregranted post these entities ceasing to be subsidiaries onaccount of restructuring.
Since these loans were granted as a financial support to theseentities, the schedule of repayment are not defined. TheManagement of the Company is in constant discussion withthese entities, and once the cashflows of these entities areregular, the repayment of the loan shall also commence.
With respect to loan given to HHT, HHT is a 100% subsidiaryof PVP Ventures Limited. PVP Ventures Limited hasadvanced loans to repay the debt takeover on account ofacquisition of HHT.
(e) The Company has not been regular in depositingundisputed statutory dues. There have been materialdelays in remittance of Provident Fund, Employees' StateInsurance Tax Deducted at Source, Goods and ServicesTax, Income Tax (including Advance tax), Urban Land Taxand other material statutory dues applicable to it to theappropriate authorities.
The Company has not deposited the following undisputedstatutory dues which were outstanding at the year- end fora period of more than six months from the date they becamepayable are as follows:
Name of theStatute
Nature of Dues
Amountin Rs. InLakhs
Period to whichthe amount relates
The TamilnaduUrban Land Ceilingand RegulationAct, 1978
Urban LandTax
25.61
June 2017 toSeptember 2023
Income Tax Act,1961
Income TaxAct, 1961
216.67
Financial Year (FY)16-17
Interest on theabove Incometax liability
227.45
From FY 16-17 toFY 24-25
*Amount payable after setting off the TDS receivable & MAT credit.
The Company does not have major revenues at this pointof time. The Company borrows money for operatingexpenses and depending on the cashflows, the Companyhas remitted statutory dues with necessary interest on suchdelayed payments.
(f) Though the Company has an internal audit system asrequired under Section 138 of the Act, the same needsto be further strengthened to ensure periodical coverageof the entire year and all business cycles, to make itcommensurate to the size and nature of its business.
For the healthcare subsidiaries, the Company has appointedBDO as an internal auditor for the FY 2024-25 to strengthenthe internal audit controls.
(g) While the Company believes that Section 135 of theAct w.r.t Corporate Social responsibility (CSR) would beapplicable for the year ended 31 March 2024, however theCompany has not yet finalized its computations consideringthe legal interpretations around certain items accountedin the Statement of Profit and Loss for the financial year2022-23 and the treatment of the same for the purpose ofcomputing the profits under Section 198 of the Act basedon which the amount liable to be spent has to be computed.Consequently, since the amount has not been finalized thesame has also not been transferred to a fund specified inSchedule VII of the Act. Such transfer is required to be donewithin 6 months from that date, i.e by 30 September 2024.
The Company has created a provision of Rs. 92.38 lakhson a conservative basis, towards unspent CSR for Financialyear 2023-24 during the current year ended 31 March2025 which is the estimated maximum amount to be spent.
Further, the Company has not satisfied the applicabilitycriteria for FY 23-24 and hence CSR is not applicable to theCompany for FY 24-25.
The Board is of the considered opinion that the profitsgenerated by the Company during the Financial Year 2023-24were not operational in nature. These profits primarily arosefrom the sale of land parcels and the write-off of interest ondebentures pursuant to a one-time settlement arrangementwith the debenture holders. The Board views these asexceptional items, and therefore, the provisions of Section135 of the Companies Act, 2013 relating to Corporate SocialResponsibility (CSR) are not applicable.
Further, as on date, the legislative intent of the CSR provisionsis under interpretation, and non-compliance, if any, has notbeen established or ascertained.
The Company does not have an appropriate internal controlsystem for ensuring Compliances with the SEBI Regulationsparticularly with respect to Approval of Related PartyTransactions and certain provisions of the Act which couldpotentially result in the non-compliance with the aboveregulations and the consequent impact arising from them. Alsorefer Note 59 of the Standalone Financial Statements.
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 toprotect its assets and policies are implemented accordingly forbetter control within the organisation.
a. On the basis of written representations received from thedirectors of the Holding Company as on 31 March 2025,taken on record by the Board of Directors of the HoldingCompany, except for the following, none of the directorsof the Holding Company are disqualified as on 31 March2025 from being appointed as a director in terms of Section164(2) of the Act.
Name of theDirector
Category of Directorship
Prasad V. Potluri
Managing Director
P J Bhavani
Non-Executive Woman Director
3.
Subramanian
Parameswaran
Independent Director
The Board had obtained an extension till 30 June 2022 from theNon-convertible debenture holders vide letter dated 24 May2022 and believes that the same is with retrospective effect romthe date of original scheduled date of repayment due to whichthere is no delay as regards repayment of debenture and interestthereon and consequently, there was no other disqualification.
Based on our examination and based on the other auditor'sreports of its subsidiaries, the Holding Company and itssubsidiaries uses Tally Prime as its primary accountingsoftware. However, the Holding Company and its subsidiarieshave not implemented the Audit Trail Feature (Edit log facility)in the accounting software. Hence, neither was the audit trailfeature of the said software enabled nor was it operating duringthe year for all relevant transactions recorded in the software.Accordingly, the requirement of examining whether there wereany instances of the audit trail feature being tampered with andthe requirement of preservation of the same by the HoldingCompany and subsidiaries as per the statutory requirementsfor record retention, does not arise.
The company has implemented the necessary audit trailfeature as required for the FY 2025 -26.
The Company has already implemented audit trail (edit log)feature in Tally application on 18th June 2025.
Internal Auditor
The Board appointed M/s. BDO India LLP, CharteredAccountants as the internal auditor for the Financial Year 2025¬26 based on the recommendation of the Audit Committee.
The Board has constituted the following committees viz. AuditCommittee, Stakeholders' Relationship Committee, Nominationand Remuneration Committee, Corporate Social ResponsibilityCommittee and Investment Committee.
A. AUDIT COMMITTEE
Pursuant to Regulation 18 of SEBI Regulations andthe provision of Section 177(8) read with Rule 6 of theCompanies (Meeting of Board and its Powers) Rules2014, the Company has duly constituted a qualified andindependent Audit Committee. The Audit Committee ofthe Board consists of two "Independent Director" andOne "Non - Independent Directors" as members havingadequate financial and accounting knowledge. Thecomposition, procedures, powers, and role/functions ofthe audit committee and its terms of reference are set outin the Corporate Governance Report forming part of theBoard's Report.
During the period under review, the suggestions putforth by the Audit Committee were duly consideredand accepted by the Board of Directors. There were noinstances of non-acceptance of such recommendations.
The Audit Committee acts in accordance with the termsof reference specified by the Board of Directors in termsof Section 177(4) of the Act and in terms of Regulation18 of the SEBI Regulations. It also oversees the vigilmechanism and is obliged to take suitable action againstthe Directors or employees concerned, when necessary.A detailed note on the Audit Committee is given inthe Corporate Governance Report forming part of theAnnual Report.
B. NOMINATION AND REMUNERATION COMMITTEE
According to Section 178 of the Companies Act, 2013 andin terms of Regulation 19 of SEBI (LODR) Regulations, 2015,the Company has set up a Nomination and RemunerationCommittee which has formulated the criteria fordetermining the qualifications, positive attributes, andindependence of a Director and ensures that:
1) The level and composition of remuneration arereasonable and sufficient to attract, retain andmotivate Directors having the quality required to runthe Company successfully.
2) The relationship of remuneration to performanceis clear and meets appropriate performancebenchmarks; and
3) Remuneration to Directors, key managerial personnel,and senior management involve a balance betweenfixed and variable pay, reflecting short-term andlong-term performance, objectives appropriate tothe working of the Company and its goals.
The Nomination and Remuneration Policy of yourCompany is set out and available on your company websitewww.pvpglobal.com. A detailed note on the Nomination
and Remuneration Committee is given in the CorporateGovernance Report forming part of the Annual Report.
C. STAKEHOLDERS' RELATIONSHIP COMMITTEE
A detailed note on the Stakeholders' RelationshipCommittee is given in the Corporate Governance Reportforming part of the Annual Report.
D. CORPORATE SOCIAL RESPONSIBILITY
COMMITTEE
The Board has constituted the Corporate SocialResponsibility Committee in accordance with Section 135of the Companies Act, 2013. The Company is committedto operate in a socially responsible manner in termsof protecting the environment and conserving waterresources and energy.
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 adirector and other matters provided under sub-section(3) of section 178, is posted on our company's website inthe following link https://pvpglobal.com/other-statutory-information/ and forms part of this Report pursuant to thefirst proviso of Section 178 of the Act.
B. Debentures
During the year under review, the company has notredeemed any debentures and on 31st March 2025, thereare no outstanding debentures.
C. Bonus Shares
During the year under review, the Company has notissued any bonus shares.
D. Borrowings
The Company has outstanding borrowings including loanfrom subsidiary companies and other related parties forthe financial year ended March 31, 2025 as disclosed inNote No. 23 of the audited standalone financial statementsof the Company for the year ended March 31, 2025.
E. Deposits
The Company has not accepted any deposits in termsof Chapter V of the Act, read with the Companies(Acceptance of Deposit) Rules, 2014, during the yearunder review and as such, no amount on account ofprincipal or interest on public deposits was outstanding asof the balance sheet date.
F. Transfer to Investor Education and Protection Fund
There are no amounts which were required to betransferred to the Investor Education and Protection Fundby the Company.
G. Code of Conduct for Directors and SeniorManagement:
The Board of Directors adopted a code of conduct forthe Board Members and employees of the company.This Code helps the Company maintain the standard ofBusiness Ethics and ensure compliance with the legalrequirements of the Company.
The Code is aimed at preventing any misconduct andpromoting ethical conduct at the Board level and byemployees. The Compliance Officer is responsible forensuring adherence to the Code by all concerned.
The Code lays down the standard of conduct whichis expected to be followed by the Directors and thedesignated employees in their business dealings and inparticular, on matters relating to integrity in the workplace,in business practices, and in dealing with stakeholders.
All the Board Members and the Senior Managementpersonnel have confirmed compliance with the Code.
H. Management Discussion and Analysis Report
In accordance with the requirement of the SEBIRegulations, the Management Discussion and AnalysisReport is presented in a separate section of the AnnualReport, which is appended as Annexure 5.
I. Disclosure on Sexual Harassment of Women atWorkplace (Prevention, Prohibition and Redressal)Act, 2013
The Company has in place a Sexual Harassment Policyin line with the requirement of the Sexual Harassmentof Women at Workplace (Prevention, Prohibition andRedressal) Act, 2013.
Internal Compliant Committee (ICC) has been set up toredress the complaints received in connection with sexualharassment in any form.
All employees (permanent, contractual, temporary,trainees) are covered under this policy.
a. Number of complaints filed during thefinancial year - NIL.
b. Number of complaints disposed of during thefinancial year - NIL.
c. Number of complaints pending as of the end of thefinancial year - NIL.
J. The details of difference between amount of thevaluation done at the time of one time settlementand the valuation done while taking loan fromthe Banks or Financial Institutions along with thereasons thereof - Not applicable
K. A statement by the company with respect tothe compliance to the provisions relating to theMaternity Benefits Act, 1961.
During the year under review the company hascomplied with all the provisions relating to the MaternityBenefits Act, 1961.
L. Green initiatives
Pursuant to the provisions of Section 108 of the Actread with Rule 20 of the Companies (Management andAdministration) Rules, 2014 (as amended) and Regulation44 of SEBI Regulations(as amended), and inline withthe circulars issued by the Ministry of Corporate Affairs(MCA) on various dates, the Company is providing thefacility of remote e-voting to its members in respect of thebusiness to be transacted at the Annual General Meeting.Electronic copies of the Annual Report 2024-2025 andNotice of the Thirty Fourth Annual General Meeting aresent to all the members whose email addresses areregistered 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 Companyhas entered into an arrangement with National Securities
Depository Limited (NSDL) for facilitating voting throughelectronic means, as the authorized agency. The facilityof casting votes by a member using remote e-Votingsystem on the date of the Annual General Meeting will beprovided by NSDL.
The Board of Directors takes this opportunity to thank theCompany's employees for their dedicated service and firmcommitment in pursuing the goals of the Company. TheBoard extends its gratitude and appreciation for the continuedsupport of the Government, bankers, financial institutions, etc.,
The Directors thank the Shareholders, Suppliers, Bankers,Financial Institutions and all other business associates fortheir continued support to the Company and the confidencereposed in its Management. The Directors also thank theGovernment authorities for their cooperation. The Directorswish to record their sincere appreciation of the significantcontribution made by the PVP employees at all levels towardsits successful operations.
By the Order of Board of DirectorsFor PVP Ventures Limited
Place : Hyderabad Chairman & Managing Director
Date : August 20, 2025 DIN - 00179175