| Textual Information(1) |
1 The above standalone unaudited Financial Results of PVP Ventures Limited the Holding Company and its subsidiaries together referred to as the Group for the quarter and six months ended 30 September 2025 have been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 Interim Financial Reporting Ind AS 34 as prescribed under Section 133 of the Companies Act 2013 and Regulation 33 of Securities and Exchange Board of India Listing Obligations and Disclosure Requirements Regulations 2015 as amended the Listing Regulations which were reviewed and recommended by the Audit Committee and approved by the Board of Directors at its meeting held on 14 November 2025. The Statutory Auditors of the Company have carried out Limited Review of the results for the quarter and six months ended 30 September 2025. 2 The Holding Company had invested in 24832 22 Secured Redeemable Non Convertible Debentures NCDs of Rs. 100000 each issued by New Cyberabad City Projects Private Limited NCCPL erstwhile subsidiary and currently a related party of the Holding Company. Further on 16 March 2015 the said investment of Rs. 24832 Lakhs in debentures was converted to an Interest Free Secured loan against the security of Land owned by NCCPL and Land development rights available with NCCPL repayable on 31 March 2017 which was further extended by 10 years to 31 March 2027. A further extension of 1 year until 31 March 2028 was granted vide supplementary agreement dated 07 February 2024. The outstanding principal loan amount as on 30 September 2025 is Rs. 21843.49 Lakhs. Further the status of ongoing litigation as at 30 September 2025 associated with the enforceability and market value of security is as follows i Attachment by Enforcement Directorate ED of the land owned by Adobe Realtors Private Limited erstwhile stepdown subsidiary of the Company and currently related party who have granted development rights to NCCPL Based on legal confirmation obtained by the Company from the lawyer representing the Company in the aforesaid order the release of the said property has been ordered by the adjudicating authority vide order dated 20 December 2024. ii Attachment by SEBI of land owned by Arete Real Estate Developers Private Limited Expressions Real Estate Developers Private Limited erstwhile stepdown subsidiaries of the Company and currently related parties who have granted development rights to NCCPL. The Honourable Supreme Court of India SC vide order dated 7 March 2025 has ordered release or attachment of the said properties in lieu of deposit of bank guarantees of amount involved in dispute and pending with the SC. The aforesaid entities and NCCPL is in the process of evaluating its options. Further NCCPL is in the process of digitization of its land records as required in the State of Telangana. Though NCCPL is not carrying any business activity based on the abovementioned factors the Company believes that while there could be a further extension of the tenor beyond the stipulated date of 31 March 2028 the amounts are fully recoverable and hence there is no necessity to create an allowance for Expected Credit Loss. i. Market value of a nearby land serving as a proxy to the land over which development rights held by NCCPL. ii. Business plans of NCCPL to monetise the land bank by developing residential and or commercial properties. iii. Enforceable clause in the Share Purchase Agreement SPA which provides the first priority repayment of the loan based on the cash flows to be generated out of the project to be developed as stated in ii above. Additionally the Company is guaranteed 50 payout from the revenues generated in excess of the loan outstanding out of the sale development of the aforesaid properties. The Holding Company believes that the provisions of Section 186 1 188 of the Act have been complied with to the extent applicable. Further based on internal assessment professional opinion received in this regard the other provisions of Section 186 of the Act in respect to loans making investments providing guarantees and securities are not applicable to the Company as it is involved in the business of providing infrastructural facilities. 3 The Holding Company was treating the aforesaid loan as deemed investment in subsidiary and hence was carrying the same at cost until 30 September 2023. Consequent to NCCPL ceasing to be a subsidiary as highlighted above the Company has carried the same at amortized cost as at 30 September 2025 in accordance with the requirements of Ind AS109 Financial instruments. Accordingly the Management has carried the loan at present value by discounting the future cash flows at a rate of 8 over an estimated repayment period of 8.5 years considering the possibility of further extension as stated above as against the balance legal tenor of 4 years. The accounting has been done in the following manner Particulars Remarks Amount upon initial recognition Amount carried as at 30 September 2025 Carried as Loan under Non Current financial assets Interest income has been recorded under the Effective Interest Rate EIR method 11091.29 13008.83 Carried as Prepayment asset under other Non Current Assets Amortization would be done in proportion of revenues accruing to the Company as per the SPA as stated in Note 2 iii above 10752.20 10752.20 21843.49 An amount of Rs. 256.75 Lakhs and Rs. 508.42 Lakhs has been recognized as Interest Income under Other Income for the quarter and six months ended 30 September 2025 respectively. 4 The Holding Company has entered into a SPA dated 06 October 2023 with Picturehouse Media Limited PHML a related party for sale of its 100 stake i.e. 81 held by it in its subsidiary NCCPL for consideration payable in cash determined based on the valuation report under Rule 11UA of the Income Tax Rules 1962 obtained from an independent registered valuer. The total consideration received receivable from PHML for sale of NCCPL has been summarised below Particulars Amount Total Consideration for sale of NCCPL 3256.44 Less Consideration already discharged upto 31 March 2024 376.44 Less Consideration discharged during the current year 80.00 Consideration receivable from PHML 2800.00 The amount receivable from PHML has been classified as Other Non Current Financial Assets. PHML along with its subsidiaries PVP Cinema Private Limited and PVP Capital Limited have a negative net worth continuing losses. These aspects coupled with other related factors indicate that there is an existence of material uncertainty that will cast significant doubt on PHMLs ability to continue as a going concern. Though PHML is not carrying any significant business activity and there are challenges related to liquidity and Going Concern the Management is confident of recovering the said receivable within the agreed tenor of October 2033 considering the business plan of its subsidiary NCCPL as stated in the Note 2 above and hence there is no necessity to create an allowance for expected credit loss. The Holding Company has carried the same at amortized cost as at 30 September 2025 in accordance with the requirements of Ind AS109. Accordingly the Management has discounted the said receivable considering the discount rate of 8 over an estimated repayment period of 10 years from October 2023. Further the consideration receivable from PHML for sale of NCCPL is not subject to any interest on the outstanding amount. The accounting has been done in the following manner Particulars Remarks Amount upon initial recognition Amount carried as at 30 September 2025 Carried as receivable under financial assets Non Current Interest income has been recorded under the EIR method 1348.13 1480.07 Carried as Prepayment asset under other noncurrent assets Amortization would be done in proportion of revenues accruing to the Company as per the SPA as stated in Note 2 iii above 1451.87 1451.87 2800.00 An amount of Rs. 28.68 Lakhs and Rs. 57.83 Lakhs has been recognized as Interest Income under Other Income for the quarter and six months ended 30 September 2025 respectively. 5 The Holding Company has entered into an SPA dated 06 October 2023 with PV Potluri Ventures Private Limited PV Potluri and Humain Health Tech Private Limited HHT for purchase of 100 of Shares of HHT from PV Potluri for consideration determined based on the valuation report obtained from an independent registered valuer for consideration payable partly in Cash and partly in Shares of the Holding Company. The details of consideration payable for the acquisition of HHT is summarized below Particulars Amount Total Consideration for acquisition of HHT 2249.60 Consideration payable in Cash 691.80 Consideration paid by issue of Equity Shares of the Company 1557.80 Discharged by issue of 12900000 equity shares of the Company for Rs. 12.076 per share during the Financial Year 202324 The details of cash consideration payable have been summarised below Particulars Amount Total Consideration payable in Cash 691.80 Less Consideration already discharged upto 31 March 2024 1.80 Add Interest on the outstanding amount at 18 p.a. as per the SPA for FY 2324 51.72 Less TDS on the aforesaid interest 5.17 Amount payable to PV Potluri as at 31 March 2024 on account of aforesaid 736.55 Less Consideration discharged upto 31 March 2025 252.00 Add Interest on the outstanding amount at 18 p.a. as per the SPA for the FY 2425 93.39 Less TDS on the aforesaid interest 9.29 Amount payable to PV Potluri as at 31 March 2025 on account of aforesaid 568.65 Less Consideration discharged during the current year Add Interest on the outstanding amount at 18 p.a. as per the SPA for the quarter and six months ended 30 September 2025 39.53 Less TDS on the aforesaid interest Amount payable to PV Potluri as at 30 September 2025 on account of aforesaid 608.18 The amount payable to PV Potluri has been classified as Other Non Current Financial Liabilities. As per terms of SPA interest is payable at 18 on the consideration amount remaining outstanding after 31 October 2023. Accordingly an amount of Rs. 19.87 Lakhs and Rs. 39.53 Lakhs has been recognised under Finance Cost for the quarter and six months ended 30 September 2025 respectively. Based on evaluation of performance of the subsidiaries the Holding Company has entered into a MoU dated 19 July 2024 during the FY 202425 with the said related party that the balance outstanding consideration shall be paid only upon positive turnaround of the business and when the acquired subsidiaries become self sustaining in terms of generation of cash flows without being dependent on the Holding Company for fund infusion. Since the consolidated Net worth of the acquired subsidiary is negative and considering various other factors such as significant reduction in the actual sales significant losses of HHT at Standalone and Consolidated level as against the estimated numbers considered for valuation at the time of acquisition further impacted by suspension of operations at one of its centres the Management believes that considering the future business projections and estimated cash flows of the subsidiary an impairment of Rs. 669.69 lakhs had been provided against the said Goodwill provided for the year ended 31 March 2025 which has been classified as exceptional loss in the statement of Profit Loss. Annual Impairment assessment would be carried out for the year ended 31 March 2026. 6 During the quarter and six months ended 30 September 2025 the Holding Company has done a detailed analysis of expenditure which is incurred in the process of issuance of NCD. Transaction costs amounting to Rs. 609.19 Lakhs have been classified in accordance with Ind AS 109 and will be amortised over the tenure of the loan using the effective interest rate method as part of borrowing costs commencing from the quarter ended 30 June 2025. 7 The Holding Company received an email communication dated 16 July 2024 from the Corporation Finance Investigation Department of the SEBI regarding certain related party transactions undertaken in earlier financial years. The Company provided the necessary clarifications and supporting documents in response to the said communication. On 19 March 2025 08 May 2025 06 June 2025 and 04 September 2025 SEBI has issued summons under Section 112 11C 23 of the SEBI Act 1992 to the Company Chief Executive Officer and the Managing Director for production of documents before the investigating authority. The summons were issued relating to loans and investments extended to the erstwhile subsidiaries—PVP Global Ventures Private Limited and PVP Media Ventures Private Limited and Wholly owned subsidiary Safetrunk Services Private Limited. The Holding Company has duly responded to the said summons on 01 April 2025 16 May 2025 23 June 2025 and 23 September 2025 providing relevant documentation and information as sought by the investigating authority. The matter continues to remain under investigation and the outcome of the investigation is currently not ascertainable. However the Management is confident of a favourable outcome. 8 The Holding Company has received a Show Cause Notice from the Directorate General of Goods Services Tax Intelligence dated 22 July 2024. The notice was served on account of non payment of GST liability by the Company in relation to construction services provided for the North Town Project. Following this the Company received an order dated 17 January 2025 demanding payment of Rs. 687.53 Lakhs along with a penalty for the equivalent amount totalling to Rs. 1375.06 Lakhs. Based on professional advice to the above notice the Company has started availing GST Input credit on its expenses in the monthly returns being filed such that adequate credit is available to discharge the liability should the said matter be adjudicated against the Company. An amount of Rs. 75.03 lakhs has been recognized under the head Balances with Government Authorities grouped as part of Other Non Current Assets as at 31 March 2025. Corresponding the Management has also created a provision for contingencies amounting to Rs. 75.03 lakhs which has been presented under the head noncurrent provisions to address a scenario where the said matter is decided in favour of the Company and the Company is unable to utilize the aforesaid accumulated Input tax credit. The Holding Company filed the writ petition on 15 April 2025 with the Honourable High court of Madras and by virtue of order dated 21 July 2025 the Honourable High Court of Madras have passed the order in favour of the Company Consequently both the aforesaid the accumulated input tax credit and the provision for contingency have been reversed during the quarter and six months ended 30 September 2025. 9 The Holding Company is in the process of assessing its compliances under the Listing Regulations particularly w.r.t approval of Related party transactions by the Audit committee under Regulation 23 of the Listing Regulations and the approval of material related party transactions by the shareholders under the aforesaid Regulations. The impact of past noncompliance if any shall be dealt with as and when it is identified and such noncompliance if any shall not have material impact on the Financial Results for the quarter and six months ended 30 September 2025. 10 Appeals have been filed by the Holding Company on various Income Tax matters which have been decided against the Company at various forums and are pending adjudication. Similarly appeals have been filed by the Income Tax Department where the matter has been decided in favour of the Holding Company. 11 The Holding Company has received a demand from the sub registerers office of Government of Tamil Nadu for amount of Rs. 1243.24 lakhs vide letter dated 26 May 2025. Pursuant to the said judgement and demand order. The Holding Company filed a writ petition challenging the aforesaid demand of Rs. 1243.24 lakhs on 23 May 2025 and by virtue of the order dated 19 June 2025 passed by the Honourable High Court of Madras in favour of the Company the said demand was set aside. Subsequently the Holding Company received a revised demand dated 30 June 2025 amounting to Rs. 378.28 lakhs. The Holding Company has appealed against the said demand in High Court matter which is pending disposal as at the date of approval of these results. Based on legal advice Management is confident of a favourable outcome accordingly no provision has been recognised during the quarter ended 30 June 2025. The above mentioned amount has been paid and classified under Taxes paid under Protest. Out of the above mentioned amount an amount of Rs. 374.28 Lakhs has been paid by Rainbow Foundations Limited Joint Developer on 28 August 2025 on behalf of the Holding Company. The same shall be adjusted with the future revenues from the joint developer and have been accounted as part of Security Deposit from Joint Development Agreement JDA under Other Noncurrent liabilities. The balance amount of Rs. 3.74 Lakhs has been paid by the customers while registering their respective flats. The Holding Company is in process of reimburisng the excess amount to the customers. The same has been accounted as Other Current Financial Liabilities. 12 During the FY 2425 the Holding Company received an order from Securities and Exchange Board of India SEBI levying a penalty of Rs. 14 Lakhs for non submission of Payment Confirmation Status PCS and No Default Statement NDS to Credit Rating Agencies during the period when NCDs were outstanding. The Holding Company has further appealed against the order and Securities Appellate Tribunal SAT had admitted the appeal against a security deposit of Rs. 5 Lakhs and disclosed under the head Security deposits paid under protest grouped as part of Other Non Current Financial Assets. 13 The Board of Directors of the Holding Company in its Board Meeting on 12 November 2024 have provided an inprinciple approval for the merger of the Company with its wholly owned subsidiary Humain Healthtech Private Limited HHT with an appointed date of 01 April 2024. The Company is in the process of filing the scheme of merger with registrar of regional director. 14 The Board of directors of the Holding Company in their meeting held on 28 November 2024 have approved the acquisition of 52 substantial shares of Biohygea Global Private Limited Medilabs while the said Share Purchase cum shareholders Agreement was finalized on the aforesaid date and the Company had paid an advance of Rs 100 lakhs out of the total purchase consideration payable of Rs. 700 lakhs via a combination of infusion of primary growth capital into Medilabs and buying out certain portion of stake held by existing third party individual shareholders. The balance consideration of Rs. 600 lakhs was remitted during the quarter ended 30 June 2025 and accordingly Medilabs became a subsidiary with effect from 30 April 2025. 15 The Non Convertible Debenture Committee the Committee of the Board of Directors of the Company at its meeting held on 11 April 2025 has approved the allotment of 15000 Secured Rated Listed Non Convertible Debentures of Face Value of Rs. 100000 each aggregating to Rs. 15000 lakhs on Private Placement basis in the following manner i. 9500 INR denominated Listed Rated Senior Secured Nonconvertible Debentures NCDs of face value of INR 100000 each aggregating up to INR 9500 lakhs Series A Debentures to LICHFL Housing Infrastructure Fund ii. 5500 INR denominated Listed Rated Senior Secured NCDs of face value of INR 100000 each aggregating up to INR 5500 lakhs Series B Debentures to LICHFL Real Estate Debt Opportunities Fund –I The said NCDs have been listed on the National Stock Exchanges NSE debt platform. Considering that the NCDs have been issued and listed during the six months ended 30 September 2025 the disclosures under Regulation 524 and Regulation 542 of the Listing Regulations have been provided in these financial results. 16 The Board of Directors of the Holding Company in their meeting held on 23 April 2025 have approved the acquisition of 56 shareholding in Optimus Oncology Private Limited Optimus. via a combination of infusion of primary growth capital into Optimus and buying out certain portion of the stake held by existing third party institutional and individual shareholders with the total investment being Rs. 5473.66 lakhs with the Company holding 56.12 of the Company post acquisition. Further the Holding Company has also paid stamp duty amounting to Rs. 6.98 Lakhs which has been added as part of the cost of investment. Consequently the Holding Company has entered into Shareholders Agreement Share Purchase Agreement and Share subscription agreement on the aforesaid date and the acquisition was completed during the quarter ended 30 June 2025 and accordingly Optimus became a subsidiary of the Company with effect from 30 April 2025. 17 The Board of Directors vide circular resolution dated 10 July 2024 has approved the voluntary strike off of Safetrunk Services Private Limited SSPL and vide order dated 8 May 2025 SSPL has been struck off from the Registrar of Companies. 18 The Holding Company has entered into a SPA dated 28 August 2025 with the shareholders of 7Med India Private Limited 7Med for purchase of 50.62 of shares of 7Med for consideration determined based on the valuation report obtained from an independent registered valuer which shall be payable in cash. As per the terms of the SPA the Holding Company shall obtain 50.62 stake over the 7Med only upon conditions fulfilled as stated in the SPA. Subsequent to the quarter and six months ended 30 September 2025 the Holding Company has fulfilled the conditions as stated in the SPA and has acquired 14939 shares representing a stake of 33.24 of the paid up share capital of 7Med as on 04 November 2025. 19 The Statement of Consolidated Assets and Liabilities as at 30 September 2025 and Statement of Consolidated Cash flow are provided in Annexure 1 2 respectively. 20 The Group has identified reportable segments in accordance with Ind AS 108Operating Segments. Accordingly three reportable segments i.e. Real Estate Health Care Services and Others have been identified the details of which are given in Segment Results Annexure 3. 21 Previous period figures have been reclassified to conform to the current period classificationpresentation. For PVP Ventures Limited Prasad V. Potluri Place Hyderabad Chairman and Managing Director Date 14 November 2025 DIN 00179175 |