Your Directors have pleasure in presenting before you the 30th Board Report on the Company's business andoperations, together with the audited standalone financial statements for the financial year endedMarch 31, 2025.
The financial highlights (standalone) of the Company's operations are as follows:
Particulars
2024-25
2023-24
Total Income
41.18
89.05
Total Expenditure
34.73
85.42
Profit before Tax
6.45
3.64
Total Tax expenses
0.97
0.55
Profit after Tax
5.48
3.09
EPS (in Rs)
0.95
1.34
The total revenue of the Company for the financial year ended March 31, 2025 was Rs. 41.18 Crores ascompared to the previous year's total revenue of Rs. 89.05 Crores. During FY 2024-2025, the Company has anet profit of Rs 5.48 Crores as against the previous year's net profit of Rs. 3.09 Crores.
There was no change in nature of the business of the Company during the financial year ended onMarch 31, 2025.
Your Company has devised proper systems to ensure compliance with the provisions of all the applicableSecretarial Standards issued by the Institute of Company Secretaries of India and that such systems areadequate and operating effectively. During the year under review, your Company has complied with theSecretarial Standards issued by the Institute of Company Secretaries of India.
During the F.Y. 2024-25, there is change in the authorised share capital of the Company from Rs 27,00,00,000(Rupees Twenty seven crores only) divided into 2,70,00,000 (Two Crore and seventy lakhs) equity shares ofRs 10/- each to Rs 60,00,00,000 (Rupees Sixty crores only) divided into 6,00,00,000 (Six crore) equity sharesof Rs 10/- each.
The paid up equity share capital of the Company as on March 31 2025 was Rs. 57,55,41,660 divided into5,75,54,166 equity shares of Rs. 10/- each.
The paid up share capital as on the date of this report is Rs. 57,55,41,660/-.
During the year under review, no amount was transferred to reserves.
Your Board of Directors has not declared any dividend during the year.
The Company has not bought back any of its securities during the financial year ended March 31, 2025.
The Company has adopted Indian Accounting Standards (Ind AS). The standalone financial statements of theCompany forming part of the Annual Report have been prepared and presented in accordance with all thematerial aspects of the Indian Accounting Standards ('Ind AS') as notified under section 133 of the CompaniesAct 2013 read with the Companies (Indian Accounting Standards) Rules 2015 and relevant amendment rulesissued thereafter and guidelines issued by the Securities Exchange Board of India ("SEBI").
The Company has not accepted any deposits from public in terms of Section 73 of the Companies Act, 2013and as such, no amount on account of principal or interest on public deposits was outstanding as on the dateof the balance sheet.
There are no significant or material orders passed by the Regulators / Courts which would impact the goingconcern status of your Company and its future operations.
There were no material changes and commitments, affecting the financial position of the Company betweenthe end of the financial year March 31, 2025, to which the financial statements relates and the date of signingof this report.
During the year under review the following Directors were appointed and resigned:
Mr. Sunil Jagtap was appointed on December 31 2024
Subsequent to the end of the financial year ended March 31, 2025, in the Board of the Company noappointment has been done.
During the year under review, there was change in the KMP's of the Company. Mr. Tirumala Rao Kunderuwas appointed as Chief Financial officer (CFO) w.e.f 15/06/2024 of the company.
The Company has received declarations from all the Independent Directors of the Company confirming thatthey continue to meet the criteria of independence, as prescribed under Section 149 of the Companies Act,2013, rules made there under and Regulations 16 & 25 of the Listing Regulations. The Independent Directorshave also confirmed that they have complied with the Company's code of conduct.
Pursuant to the provisions of Section 178(3) of the Companies Act, 2013, and Regulation 19 of the ListingRegulations, the Nomination and Remuneration Committee has formulated a policy relating to thenomination and remuneration for the Directors and the Key Managerial Personnel (KMP). The current policyis to have an appropriate mix of executive, non-executive and independent directors to maintain theindependence of the Board and separate its functions of governance and management. The policy of theCompany on directors' appointment and remuneration, including criteria for determining qualifications,positive attributes, independence of a director and other matters are adopted as per the provisions of theCompanies Act, 2013. The detailed policy is available on the Company's website at www.pvvinfra.com
The details of remuneration during the year 2024-25 as per Rule 5 (1) of the Companies (Appointment &Remuneration of Managerial Personnel) Rules 2015 is attached as Annexure - III.
The parameters and the process for evaluation of the performance of the Board and its Committees havebeen explained in the Corporate Governance Report.
In terms of Clause 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,details of the familiarization programme of the Independent Directors are available on the website of theCompany At www.pvvinfra.com
The Board of Directors of the Company duly met 09 (Nine) times during the financial year. The interveninggap between any two meetings was within the prescribed period. The details of the Board meetings is givenin the Corporate Governance Report.
We have in place all the Committees of the Board which are required to be constituted under the CompaniesAct, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
A detailed note on the Board and its Committees is provided under the Corporate Governance Report sectionin this Board's Report.
M/s. SMV & Co. Chartered Accountants, Hyderabad having Firm registration number 015630S was appointedas statutory Auditors of the Company up to FY 2028-29.
The Auditors' Report for FY 2024-25 does not contain any qualification, reservation or adverse remark. TheReport is enclosed with the financial statements in this Annual Report.
The Company has external firm of Chartered Accountants acting as internal auditors that reviews internalcontrols and operating systems and procedures as per the scope of audit. The Internal Audit Reports of theCompany are reviewed by the Audit Committee on quarterly basis.
The Board of Directors, on recommendation of the Audit Committee appoints/re-appoints the InternalAuditors of your Company every year in compliance with Section 138 of the Act read with the Companies(Accounts) Rules, 2014.
The Board of Directors has reappointed Kota and Associates, Chartered Accountants as Internal Auditor ofthe Company for the FY 2024-25. The recommendations of the internal audit team on improvements requiredin the operating procedures and control systems are also presented to the Audit Committee, for the teamsto use these tools to strengthen the operating procedures.
Pursuant to Section 148(1) of the Companies Act, 2013, Cost Audit is not applicable to the Company for thefinancial year ended March 31, 2025.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014, the Board had appointed Mr. Sambhu Prasad HanumathVenkata Srinaga Mukkamala (COP Number: 11723) Practicing Company Secretary as Secretarial Auditors toconduct Secretarial audit of the Company for the FY 2024-25.
The Secretarial Audit Report issued by Mr. Sambhu Prasad Hanumath Venkata Srinaga Mukkamala, PracticingCompany Secretary in form MR-3 is enclosed as Annexure - IV to this Annual Report.
During the year under review, the provisions of the section 135 of the Companies Act, 2013 are not applicableto the Company.
In terms of the provisions of Regulation 34 of the Listing Regulations, the Management Discussion andAnalysis Report highlighting the industry structure and developments, opportunities and threats, outlook,risks and concerns etc. is annexed as Annexure-VI of this Annual Report.
The detailed report on Corporate Governance along with the Auditors' Certificate on Corporate Governanceas stipulated under Regulation 34 read with Schedule V of Securities and Exchange Board of India (ListingObligationsand Disclosure Requirements) Regulations, 2015 enclosed as Annexure-VII.
A statement containing additional information as required under Clause IV of Section II of Part II of ScheduleV of the Companies Act, 2013 is provided in the Report on Corporate Governance, which forms part of thisAnnual Report.
During the year, the risk assessment parameters were reviewed and modified. The audit committee reviewedthe element of risks and the steps taken to mitigate the risks. In the opinion of the Board, there are no majorelements of risk which have the potential of threatening the existence of the Company.
The audit committee provides the framework of Risk Management by describing mechanisms for theproactive identification and prioritization of risks based on the scanning of the external environment andcontinuous monitoring of internal risk factors.
Analysis of the risks identified is carried out by way of focused discussion at the meetings of the Board. Therobust governance structure has also helped in the integration of the Enterprise Risk Management processwith the Company's strategy and planning processes where emerging risks are used as inputs in the strategyand planning process. Identified risks are used as one of the key inputs in the strategy and business plan.
The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business,including adherence to the Company's policies, safeguarding of its assets, prevention and detection of fraud,error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparationof reliable financial disclosures.
Based on the framework of internal financial controls and compliance systems established and maintainedby the Company, including the audit of internal financial controls over financial reporting by the statutoryauditors and the reviews performed by management and the relevant board committees, including the auditcommittee, the Board is of the opinion that the Company's internal financial controls were adequate andeffective during FY 2024-25. Please refer Internal control systems and adequacy" in the ManagementDiscussion and Analysis report.
The Company has prepared the financial statements for the financial year ended March 31, 2025 onconsolidated & standalone basis, there are four subsidiaries Companies as at the end of the FY 2024-25.
Pursuant to the requirement of the Companies Act, 2013 and of Regulation 22 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015, the Company has a Whistle Blower Policy and hasestablished the necessary vigil mechanism for directors and employees to report concerns about unethicalbehaviour. The said Policy provides for adequate safeguard against victimization of directors/employees whoavail of such mechanism and provides access to the Chairman of Audit Committee in exceptional cases. Noperson has been denied access to the Chairman of the Audit Committee. The Whistle Blower Policy has beenplaced on website of the Company and web link thereto is www.pvvinfra.com
During the year, there were no whistle blower complaints received by the Company.
During the year under review, the Statutory Auditors and Secretarial Auditors of the Company have notreported any instances of frauds committed in the Company by its officers or employees to the AuditCommittee under Section 143(12) of the Companies Act, 2013 details of which need to be mentioned in thisReport.
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 willbe uploaded on the Company's website at www.pvvinfra.com
The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordancewith The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has always provided a safe and harassment free workplace for every individual working in itspremises through various policies and practices. The company always endeavours to create and provide anenvironment that is free from discrimination and harassment including sexual harassment. The Company hasbeen actively involved in ensuring that the employees are aware of the provisions of the POSH Act and rightsthereunder. In the year under review, the Company has not received any such complaint from any employee.
The Company has not given loans / guarantees or made any investments during the year under review.
All transactions entered with related parties for the year under review were on arm's length basis and in theordinary course of business. There were no materially significant related party transactions made by theCompany with Promoters, Directors, Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large. All related party transactions are placed beforethe Audit Committee and also before the Board for approval, where ever required. The Company hasdeveloped a Policy on Related Party Transactions for the purpose of identification and monitoring of suchtransactions. The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website www@pvvinfra.com
The particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188is prepared in Form AOC-2 pursuant to clause (h) of the Companies (Accounts) Rules, 2014 and the same isannexed herewith as Annexure-II to this Report.
The information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgorequired to be disclosed under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of theCompanies (Accounts) Rules, 2014 are provided in the Annexure-I forming part of this Report.
Employees are our most valuable assets and key to the success of your Company. We are committed to hiringand retaining the best talent. We always strive towards collaborative, transparent and participativeorganization culture, and reward individual contribution and innovation.
Pursuant to the requirement under Section 134 of the Companies Act, 2013 with respect to the Directors'Responsibility Statement, the Board of Directors of the Company hereby confirms:,
i. in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;
ii. such accounting policies as mentioned in the notes to the financial statements have been selected andapplied consistently and judgments and estimates that are reasonable and prudent made so as to give a trueand fair view of the state of affairs of the Company at the end of the financial year 2024-25 and of thestatement of profit of the Company for that period;
iii. proper and sufficient care has been taken for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities;
iv. the annual accounts for the year 2024-25 have been prepared on a going concern basis.
v. that the Directors, had laid down internal financial controls to be followed by the Company that suchinternal financial controls were adequate and were operating effectively.
vi. that system to ensure compliance with the provisions of all applicable laws were in place and wereadequate and operating effectively.
Statements in this Report, particularly those which relate to Management Discussion and Analysis asexplained in the Corporate Governance Report, describing the Company's objectives, projections, estimatesand expectations may constitute 'forward looking statements' within the meaning of applicable laws andregulations. Actual results might differ materially from those either expressed or implied in the statementdepending on the circumstances.
The Board of Directors takes this opportunity to place on record its appreciation to all the stakeholders ofthe Company, viz., customers, investors, banks, regulators, suppliers and other business associates for thesupport received from them during the year under review. The Directors also wish to place on record theirdeep sense of gratitude and appreciation of all the employees for their commitment and contributiontowards achieving the goals of the Company.