PVP Ventures Ltd

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]

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 compliance 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 financial 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 financial 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:

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

During the year under review the following 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. 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

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 evaluated.

Pursuant to the provisions of section 134(3)(p) of the Act and the reievant SEBI Reguiations, the Board has carried out an evaLuation of its performance, the Directors individuaiiy as weii as its Committees. The manner in which the evaLuation 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 financial year ended March 31, 2024, the applicable Accounting Standards have been followed and there are no materiai departures.

(b) They have seiected such accounting poiicies and applied them consistently 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 financial year and of the profit of the Company for the financial 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 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 expiain as per Sec. 134(3) (ca) of the Act.

Cost Records

Rule 3 of the Companies (Cost Records and Audit) Rules, 2014 provides the ciasses of companies, engaged in the production of goods or providing services, having an overaii turnover from all its products and services of Rs.35 crore or more during the immediateiy preceding financial 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 Annual General Meeting of the Company held on 30th September, 2022 for a period tillthe conciusion of the Thirty Sixth Annual General Meeting.

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

Internal Auditor

The Board appointed Phanindra & Associates Chartered Accountants Chartered Accountants as the internal auditor for the Financial 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 healthcare business for the financial year 2024-2025.

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 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.

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.