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PVP Ventures Ltd — Proxy Solicitation & Information Statement 2026
Feb 7, 2026
61131_rns_2026-02-07_4d4e87ef-b892-4c87-9548-914d85a233e4.pdf
Proxy Solicitation & Information Statement
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07[th] February, 2026
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To,
BSE Limited National Stock Exchange of India Limited Corporate Relationship Department The Manager, Listing Department Phiroze Jeejeebhoy Towers, Exchange Plaza, Dalal Street, Fort, Bandra Kurla Complex, Bandra (E) Mumbai – 400001 Mumbai - 400051 Equity- Scrip Code: 517556 Equity- Symbol: PVP Debt - 18PVL29A, 18PVL29
Dear Sir/Madam,
Sub: - Intimation of Extra-Ordinary General Meeting, Cut-off Date and Remote E-Voting pursuant to Regulations 30 & 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Pursuant to Regulations 30 and 44 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to inform you that the Extra-Ordinary General Meeting (“EGM”) of the Members of the company will be held on Friday, 06[th] March, 2026 at 11:00 A.M. (IST) through Other Audio-Visual Means / Video Conferencing (OAVM/VC) in accordance with the relevant circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India.
Please find attached the Notice of the EGM along with the Explanatory Statement and instructions for remote e-voting for the information of the Stock Exchanges and the shareholders.
The Notice of the EGM is being sent to the shareholders of the company in due course in compliance with the applicable laws and the same will also be made available on the website of the company and on the website of the e-voting agency.
The relevant dates for the purpose of determining the eligibility of shareholders for voting and remote e-voting are as under:
| **Event ** | Date | Time |
|---|---|---|
| NA | ||
| RelevantDate/Cut-off Date tovote on EGM resolutions | 27-02-2026 | |
| Commencement of E-VotingPeriod | 03-03-2026 | 09.00AM(IST) |
| End of E-VotingPeriod | 05-03-2026 | 05.00PM(IST) |
| EGM | 06-03-2026 | 11.00AM(IST) |
Request you to kindly take the same on record.
Thanking You,
Yours Faithfully,
For PVP Ventures Limited
Digitally signed by PRASAD VEERA PRASAD VEERA POTLURI POTLURI Date: 2026.02.07 18:13:16 +05'30'
Prasad V. Potluri Chairman & Managing Director
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NOTICE OF EXTRA-ORDINARY GENERAL MEETING
Notice is hereby given that Extra-Ordinary General Meeting of the Members of PVP Ventures Limited (“the Company”) will be held on Friday 06[th] March, 2026 at 11.00 AM (IST) through Other Audio Visual Means /Video Conferencing (“OAVM/VC”) to transact the following business: -
SPECIAL BUSINESS:
1. TO APPROVE THE APPOINTMENT OF M/S CNGSN & ASSOCIATES LLP, CHARTERED ACCOUNTANTS, AS THE STATUTORY AUDITORS OF THE COMPANY.
To Consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution :
RESOLVED THAT pursuant to the provisions of Sections 139, 141 and 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (including any statutory modification(s), amendment(s) or re-enactment(s) thereof for the time being in force), and based on the recommendation of the Audit Committee and the Board of Directors at their meeting held on 08[th] December, 2025, wherein the Board had appointed M/s. CNGSN & Associates LLP, Chartered Accountants (Firm Registration No. 004915S) to fill the casual vacancy caused by the resignation of the previous Statutory Auditors, the approval of the Members of the company be and is hereby accorded for the appointment of M/s. CNGSN & Associates LLP, Chartered Accountants (Firm Registration No. 004915S) as the Statutory Auditors of the company, who have confirmed their eligibility to be appointed as Statutory Auditors in terms of Section 141 of the Act and applicable rules, to fill the casual vacancy caused by the resignation of the erstwhile Statutory Auditors, M/s. PSDY & Associates, Chartered Accountants.
RESOLVED FURTHER THAT M/s. CNGSN & Associates LLP shall hold office as the Statutory Auditors of the company till the conclusion of the next Annual General Meeting of the company, and shall be eligible for re-appointment at the Annual General Meeting to be held in the year 2026, and shall conduct the statutory audit for the financial year ending 31[st] March, 2026, along with such other review, audit or certification work as may be required, on such remuneration as may be fixed by the Board of Directors in consultation with the Statutory Auditors.
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RESOLVED FURTHER THAT Mr. Prasad V. Potluri, Chairman & Managing Director, or any of the Directors or the Company Secretary of the company, be and are hereby severally authorized to do all such acts, deeds, matters and things as may be deemed necessary, proper or desirable, and to sign and execute all necessary documents, applications and returns, including filing of the necessary e-forms with the Registrar of Companies and intimations to the Stock Exchanges, to give effect to this resolution .
2. TO APPROVE THE APPOINTMENT OF MR. DILEEP BADEY (DIN: 11493915) AS THE WHOLE-TIME DIRECTOR OF THE COMPANY
To Consider, and if thought fit, to pass, the following resolution as a Special Resolution :
RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013 (the Act) and the Rules made thereunder and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) [including any statutory modification(s) or reenactment(s) thereof for the time being in force], the provisions of the Articles of Association of the Company and based on the recommendations of the Nomination and Remuneration Committee and the Board of Directors of the company, approval of the Members be and is hereby accorded for appointment of Mr. Dileep Badey (DIN: 11493915), who was appointed as an Additional Director of the company by the Board of Directors with effect from 22[nd] January, 2026 and holds office till the date of this Extraordinary General Meeting.
RESOLVED FURTHER THAT pursuant to the provisions of Section 196,197, 198 and 203 read with Schedule V and all other applicable provisions of the Act and the Rules made thereunder and the applicable provisions of Listing Regulations [including any statutory modification(s) or re-enactment(s) thereof for the time being in force], the provisions of the Articles of Association of the Company and based on the recommendations of the Nomination and Remuneration Committee and the Board of Directors of the company, approval of the Members be and is hereby accorded for appointment of Mr. Dileep Badey (DIN: 11493915) as Whole-time Director of the Company (designated as Executive Director), to hold office for a period of 5 (five) consecutive years on the terms and conditions including those relating to remuneration as set out in the Explanatory Statement annexed to this Notice.
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RESOLVED FURTHER THAT Mr. Prasad V. Potluri, Chairman & Managing Director or any one of the Directors of the Company or the Company Secretary of the Company, be authorized to do all acts, deeds, matters and things as may be deemed necessary and/or expedient in connection therewith or incidental thereto including but not limited to delegating all or any of its powers herein conferred to any Director(s)/officials of the Company to give effect to the aforesaid resolutions.
By Order of the Board of Directors For PVP VENTURES LIMITED PRASAD Digitally signed by VEERA PRASAD VEERA POTLURI Date: 2026.02.07 18:13:37 POTLURI +05'30' Prasad V. Potluri Chairman & Managing Director (DIN: 00179175)
Place: Hyderabad Date: 07[th] February 2026
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Notes:
1. Ministry of Corporate Affairs (“MCA”) vide its General Circulars Nos. 14/2020 dated 08[th] April, 2020, 17/2020 dated 13[th] April, 2020, 20/2020 dated 05[th] May, 2020, 9/2023 dated 25[th] September, 2023, 09/2024 dated 19[th] September, 2024 and subsequent circulars issued in this regard, the latest being Circular No. 03/2025 dated 22[nd] September, 2025 (‘MCA Circulars’) and Circular No. SEBI/HO/CFD/CMD1/CIR /P/2020/79, SEBI/HO/CFD/CMD2/CIR/P/2021/11,SEBI/HO/CFD/CMD2/CIR/P/2022/62,SEBI/HO/C FD/CFDPoD2/P/CIR/2023/167 and SEBI/HO/CFD/CFD-PoD-2/P/ CIR/2024/1 33 dated 12[th] May, 2020, 15[th] January, 2021, 13[th] May, 2022, 05[th] January, 2023, 07[th] October, 2023 and 03[rd] October, 2024 respectively issued by Securities and Exchange Board of India (hereinafter collectively referred to as “the Circulars”), has permitted the holding of the EGM through Video Conferencing (“VC”) or through Other Audio-Visual Means (“OAVM”), without the physical presence of the Members at a common venue.
2. Pursuant to the above-mentioned Circulars, physical attendance of the Members is not required at the EGM, and attendance of the Members through VC/OAVM will be counted for the purpose of reckoning the quorum under section 103 of the Companies Act, 2013 ("the Act").
3. Information, pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘SEBI Listing Regulations’) and Secretarial Standard - 2 on General Meetings, issued by The Institute of Company Secretaries of India (“ICSI”), in respect of appointment of Whole -time Director and appointment of Statutory Auditor at this EGM is furnished as Annexure to this Notice.
4. Since this EGM is being held pursuant to the circulars through VC/OAVM, the requirement of attendance of members in person has been dispensed with. Accordingly, in terms of the circulars, the facility for appointment of proxies by the members will not be available for this EGM and hence the proxy form, attendance slip and route map of EGM are not annexed to this notice. However, the Secretarial Standards – 2, issued by the Institute of Company Secretaries of India requires the route map to be attached to the notice, since this meeting is held via OAVM/VC the same is not attached.
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5. Corporate/Institutional Members are entitled to appoint authorised representatives to attend the EGM through VC/ OAVM on their behalf and cast their votes through remote e-voting or E voting at the EGM. Corporate/ Institutional Members intending to authorise their representatives to participate and vote at the Meeting are requested to send a certified copy of the Board resolution/authorisation letter to the Scrutiniser at e-mail ID [email protected] with a copy marked to [email protected] and to the Company at [email protected] , authorising its representative(s) to attend through VC/ OAVM and vote on their behalf at the Meeting, pursuant to section 113 of the Act. Corporate Members/ Institutional Investors (i.e. other than individuals, HUFs, NRIs etc.) can also upload their Board Resolution/ Power of Attorney/ Authority Letter etc. by clicking on the "Upload Board Resolution/Authority Letter" displayed under the “e-voting” tab in their login.
6. Members may note that the VC /OAVM Facility, provided by NSDL, allow participation of at least 1,000 Members on a first-come-first-serve basis. The large shareholders (i.e. shareholders holding 2% or more shareholding), promoters, institutional investors, directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee and auditors can attend the EGM without any restriction on account of the first-come first-serve principle.
7. The Members can join the EGM in the VC/OAVM mode 15 minutes before the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice
8. In case of joint holders attending the EGM, only such joint holder who is higher in the order of the names as per the Register of Members of the Company, as of the cut-off date, will be entitled to vote at the Meeting.
9. SEBI vide Circular Nos. SEBI/ HO/OIAE/OIAE_IAD-1/P/ CIR/2023/131 dated 31[st] July, 2023, and SEBI/HO/OIAE/ OIAE_IAD-1/P/CIR/2023/135 dated 04[th] August, 2023, read with Master Circular No. SEBI/HO/ OIAE/OIAE_ IAD-1/P/ CIR/2023/145 dated 31[st] July, 2023 (updated as on 11[th] August, 2023), has established a common Online Dispute Resolution Portal (“ODR Portal”) for resolution of disputes arising in the Indian Securities Market. Pursuant to abovementioned circulars, post exhausting the option to resolve their grievances with the RTA/ Company directly and through existing SCORES platform, the investors can initiate dispute resolution through the ODR Portal (https:// smartodr.in/login)
10. The Notice convening the EGM has been uploaded on the website of the Company at www.pvpglobal.com and can also be accessed from the relevant section of the websites of the Stock Exchange i.e. BSE Limited, National Stock Exchange of India Limited at www.bseindia.com , www.nseindia.com respectively. The EGM Notice is also available on the website of NSDL at www.evoting.nsdl.com .
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11. The Company shall dispatch the Notice of EGM on 09[th] February, 2026 through email to all shareholders whose email IDs are registered with the Company/ Depositories/ RTA as on 06[th] February, 2026, being the cut-off date for determining shareholders for sending Notice of EGM. All documents referred to this Notice shall be made available for inspection, on request.
12. To support the Green Initiative, Members who have not yet registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronic form and with the Company in case the shares are held by them in physical form.
13. In terms of Regulation 44 of SEBI (LODR) Regulations, 2015, and Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 the company shall provide the facility of e-voting / remote e- voting to all the members, in respect of all the shareholders resolution.
14. Members of the Company holding shares either in physical form or in electronic form as of the cut-off date Friday, 27[th] February, 2026 may cast their vote by remote e-voting. The remote e-voting period commences on Tuesday, 03[rd] March, 2026, at 09:00 AM (IST) and ends on Thursday, 05[th] March 2026, at 05:00 PM (IST) . The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently.
15. The voting rights of the Members (for voting through remote e-voting before the EGM and e-voting during the EGM) shall be in proportion to their share of the paid-up equity share capital of the Company as of the cut-off date of Friday, 27[th] February, 2026. Subject to receipt of the requisite number of votes, the Resolutions passed by remote e-voting are deemed to have been passed as if they have been passed at the EGM i.e. Friday, 06[th] March, 2026. The Notice of the EGM indicating the instructions for the remote e-voting process can be downloaded from the NSDL's website www.evoting.nsdl.com or the Company's website www.pvpglobal.com
16. Members will be provided with the facility for voting through an electronic voting system during the video conferencing proceedings at the EGM and Members participating at the EGM, who have not already cast their vote by remote e-voting, will be eligible to exercise their right to vote during such proceedings of the EGM. Members who have cast their vote by remote e-voting prior to the EGM will also be eligible to participate at the EGM but shall not be entitled to cast their vote again on such resolutions for which the Member has already cast the vote through remote e-voting.
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17. Any person holding shares in physical form and non-individual shareholders, who acquire shares of the Company and becomes a Member of the Company after the dispatch of this Notice, i.e. Monday, 09[th] February, 2026 and holding shares as on the cut-off date, i.e. Friday, 27[th] February, 2026, may obtain the User ID and password by sending a request along with the requisite documents at [email protected]
18. . The Members who are present during the EGM through VC/OAVM and have not cast their votes through remote e-voting, would be allowed to cast their vote during the EGM through e-voting
19. Members who would like to express their views/ ask questions as a speaker at the Meeting may pre- register themselves by sending a request from their registered email address mentioning their names, DP ID and Client ID/folio number, PAN, and mobile number at [email protected] between on or before Friday, 27[th] February, 2026, Only those Members who have pre-registered themselves as a speaker on the dedicated email id [email protected] will be allowed to express their views/ask questions during the EGM.
THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER: -
The remote e-voting period shall commence on Tuesday, 03[rd] March, 2026 at 9.00 A.M. (IST) and ends on Thursday, 05[th] March, 2026 at 5.00 P.M (IST) . The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. Friday, 27[th] February, 2026 may cast their vote electronically. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently. The voting rights of the Members (for voting through remote e-voting before the EGM and e-voting during the EGM) shall be in proportion to their share of the paid-up equity share capital of the Company as of the cut-off date of Friday, 27[th] February, 2026. Subject to receipt of the requisite number of votes, the Resolutions passed by remote e-voting are deemed to have been passed as if they have been passed at the EGM i.e. Friday, 06[th] March, 2026.
- How do I vote electronically using NSDL e Voting system?
The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:
- Step 1: Access to NSDL e Voting system
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A) Login method for e Voting and joining virtual meeting for Individual shareholders holding securities in demat mode
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In terms of SEBI circular dated December 9, 2020 on e Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are
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allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility. Login method for Individual shareholders holding securities in demat mode is given below:
| Type of shareholders |
Login Method |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL. |
1. For OTP based login you can click onhttps://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2. ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’ section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e-Voting services and you will be able to see e- Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 3. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select“Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 4. Visit the e-Voting website of NSDL. Open web browser by typing the followingURL:https://www.evoting.nsdl.com/either on a |
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Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or eVoting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
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Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.
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| Individual | 1. Users who have opted for CDSL Easi / Easiest facility, can login |
|---|---|
| Shareholders | through their existing user id and password. Option will be made |
| holding securities in demat mode with CDSL |
available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi |
| Tab and then user your existing my easi username & password. | |
| 2. After successful login the Easi / Easiest user will be able to see the | |
| e-Voting option for eligible companies where the evoting is in | |
| progress as per the information provided by company. On clicking | |
| the evoting option, the user will be able to see e-Voting page of the | |
| e-Voting service provider for casting your vote during the remote | |
| e-Voting period or joining virtual meeting & voting during the | |
| meeting. Additionally, there is also links provided to access the | |
| system of all e-Voting Service Providers, so that the user can visit | |
| the e-Votingserviceproviders’ website directly. |
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| 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.comand click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers. |
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|---|---|
| Individual Shareholders (holding securities in demat mode) login through their depository participants |
You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e- Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e- Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. |
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.
| Logintype | Helpdesk details |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL |
Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at 022 - 4886 7000 |
| Individual Shareholders holding securities in demat mode with CDSL |
Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800-21-09911 |
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B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.
How to Log-in to NSDL e-Voting website?
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Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
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Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.
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A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.
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Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e- Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
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Your User ID details are given below :
| Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical |
Your User ID is: |
|---|---|
| a) For Members who hold shares in demat account with NSDL. |
8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**. |
| b) For Members who hold shares in demat account with CDSL. |
16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12** |
| c) For Members holding shares in Physical Form. |
EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001 |
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Password details for shareholders other than Individual shareholders are given below:
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a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
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b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you
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retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.
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c) How to retrieve your ‘initial password’? (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
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(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.
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- If you are unable to retrieve or have not received the “Initial password” or have forgotten your password: a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
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b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
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c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
- d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
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After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
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Now, you will have to click on “Login” button. 9. After you click on the “Login” button, Home page of e-Voting will open. -
Step 2: Cast your vote electronically and join General Meeting on NSDL e Voting system.
How to cast your vote electronically and join General Meeting on NSDL e- Voting system?
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After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.
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Select “EVEN” of company for which you wish to cast your vote during the remote e- Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.
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Now you are ready for e-Voting as the Voting page opens.
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Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
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Upon confirmation, the message “Vote cast successfully” will be displayed.
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You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
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Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
General Guidelines for shareholders
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Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.
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It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.
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In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 or send a request to [email protected]
Process for those shareholders whose email ids are not registered with the depositories - for procuring user id and password and registration of e mail ids for e voting for the resolutions set out in this notice :
- In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of
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PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected]
- In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step -
1 (A ) i.e. Login method for e Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.
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Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
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In terms of SEBI circular dated 09[th] December, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID -
correctly in their demat account in order to access e Voting facility.
THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE EGM ARE AS UNDER:-
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The procedure for e-Voting on the day of the EGM is same as the instructions mentioned above for remote e-voting.
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Only those Members/ shareholders, who will be present in the EGM through VC/OAVM facility and have not cast their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the EGM.
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Members who have voted through Remote e-Voting will be eligible to attend the EGM. However, they will not be eligible to vote at the EGM.
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The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the EGM shall be the same person mentioned for Remote e-voting.
INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EGM THROUGH VC/OAVM ARE AS UNDER:
- Member will be provided with a facility to attend the EGM/ through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of
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“VC/OAVM” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.
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Members are encouraged to join the Meeting through Laptops for better experience.
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Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
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Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
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Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at ([email protected]). The same will be replied by the company suitably.
CONTACT DETAILS
Company
Mr. B Vignesh Ram Company Secretary & Compliance Officer PVP Ventures Limited Registered Office: 9[th] Floor, Door No. 2, KRM Centre, Harrington Road, Chetpet Chennai – 600 031. CIN: L72300TN1991PLC020122 Email: [email protected]
Registrar & Share Transfer Agent M/s. KFin Technologies Limited Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Serilingampally, Hyderabad – 500 032 Tel: +91-40-67161526 Fax : +91-40-23001153 E-mail: [email protected] Website: www.kfintech.com
e-Voting Agency National Securities Depository Limited (“NSDL”) E-mail: [email protected] Phone: 022- 22723333 / 8588
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Scrutinizer
Mr. M Damodaran, Partner M Damodaran & Associates LLP
GENERAL INSTRUCTIONS:
1. The Board of Directors has appointed Mr. M Damodaran, Practicing Company Secretary (Membership No. FCS 5837& CP No. 5081) as the Scrutinizer to scrutinize the remote e-voting process before the EGM as well as e-voting process during the EGM fairly and transparently
2. The Scrutinizer shall, immediately after the conclusion of voting at the EGM, unblock the votes cast through e-voting (i.e. votes cast during the EGM and votes cast through remote e-voting) and will submit a consolidated Scrutinizer’s Report of the total votes cast in favour of or against, if any, to the Chairman or any other person authorized by him in writing, who shall countersign the same. The results will be announced not later than 2 working days from the conclusion of the EGM. The result declared along with the Scrutinizer’s Report shall be forwarded to National Stock Exchange of India Limited, BSE Limited where the shares of the Company are listed. The results along with the Scrutinizer’s Report shall also be placed on the website of NSDL, and will also be displayed on the Company’s website at www.pvpglobal.com . Members seeking any information with regard to the financial statements or any matter to be placed at the EGM, are requested to write to the Company on or before Friday, 27[th] February, 2026 through e-mail on [email protected]. The same will be replied by the Company suitably.
By Order of the Board of Directors For PVP VENTURES LIMITED
Digitally signed by PRASAD VEERA PRASAD VEERA POTLURI POTLURI Date: 2026.02.07 18:13:59 +05'30'
PRASAD V. POTLURI Chairman & Managing Director (DIN: 00179175)
Place: Hyderabad Date: 07[th] February 2026
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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013
As required under Section 102 of the Companies Act, 2013 (‘Act’) the following Explanatory Statement sets out all material facts relating to the Special Business set out in Item No. 1 and Item No. 2 of the accompanying Notice dated 07[th] February, 2026.
ITEM NO. 1
The company has received the resignation letter dated 14[th] November 2025 from M/s. PSDY & Associates, Chartered Accountants (FRN: 010625S) citing non-availability of adequate professional bandwidth, along with the information required pursuant to SEBI Circular No. CIR/CFD/CMD1/114/2019 dated 18[th] October 2019. The outgoing Statutory Auditors have confirmed that there were no concerns, issues or circumstances connected with their resignation, including any concerns relating to the management or the company’s financial reporting, and that they had received all information and explanations sought by them during their tenure.
The Audit Committee and the Board of Directors noted that no material concerns were raised by the Auditors and accordingly accepted their resignation. The Company intimated the Stock Exchanges on 15[th] November 2025, in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Consequently, a casual vacancy has arisen in the office of the Statutory Auditors of the Company.
Pursuant to the provisions of Section 139(8) of the Companies Act, 2013, any casual vacancy caused by the resignation of the Statutory Auditors is required to be filled by the Board of Directors within one month, and such appointment shall be approved by the Members within three months from the date of the Board’s appointment. The auditor so appointed shall hold office until the conclusion of the next Annual General Meeting of the Company.
Accordingly, based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on 08[th] December 2025, approved and recommended the appointment of M/s. CNGSN & Associates LLP, Chartered Accountants (FRN: 004915S) as the Statutory Auditors of the Company to fill the aforesaid casual vacancy arising from the resignation of M/s. PSDY & Associates.
M/s. CNGSN & Associates LLP have furnished their written consent to act as Statutory Auditors of the Company and confirmed that their appointment, if approved by the Members, will be in accordance with the provisions of the Companies Act, 2013 and that they satisfy the eligibility criteria prescribed under Section 141 of the Act. The firm is Peer Review certified
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and holds a valid Peer Review Certificate issued by the Institute of Chartered Accountants of India (ICAI).
While recommending the appointment, the Audit Committee and the Board of Directors have considered the firm’s credentials, independence, audit quality, industry experience in audit of listed entities and peer review status.
The remuneration payable to the Statutory Auditors for the financial year ending 31[st] March 2026 shall be determined by the Board of Directors in consultation with the Audit Committee and the Statutory Auditors, based on the scope of audit. There is no material change in the remuneration proposed to be paid to the new auditors as compared to the outgoing auditors.
The Board recommends the passing of the proposed resolution for the approval of the Members. The Brief details of the appointment of the Audit firm are given herein:
| S.No | Particulars | Statutory Auditors |
|---|---|---|
| 1 | Name of the Auditor | M/s. CNGSN & Associates LLP Chartered AccountantshavingFRN: 004915S |
| 2 | Date of appointment & Term of appointment |
W.e.f., 08thDecember, 2025 Hold office until the next AGM (subject to the approvalofShareholders) |
| 3 | Brief Profile | M/s. CNGSN & Associates LLP Chartered accountant firm has a committed team of professionals headed by 18 Chartered Accountants with multi locations in South India. The firm has been peer reviewed as per the guidelines issued by the Peer Review Board of ICAI. |
| 4 | Disclosure of relationships between Directors (in case of appointment of a director) |
There is no association with any of the Directors. |
Accordingly, the approval of shareholders of the Company is sought by way of an Ordinary Resolution.
The Board of Directors recommends the passing of the resolution in Item No. 1 of the Notice as an ordinary resolution.
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None of the Directors or Key Managerial Personnel of the company, or their respective relatives, are in any way concerned or interested, financially or otherwise, in the said resolution, except to the extent of their shareholding, if any, in the company.
ITEM NO. 2
Mr. Arjun Ananth, Chief Executive Officer and Whole-time Director of the company, tendered his resignation from the office of Whole-time Director with effect from 25[th] October, 2025, which was noted by the Board at its meeting held on 25[th] October, 2025. Consequently, a casual vacancy arose in the office of Executive Director of the Company.
In terms of Regulation 17(1E) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, any vacancy in the office of a director is required to be filled by the Board within three months from the date of such vacancy, and the appointment so made shall be placed before the Members at the next General Meeting or within three months from the date of such appointment, whichever is earlier.
Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on 22[nd] January 2026, appointed Mr. Dileep Badey (DIN: 11493915) as an Additional Director (Executive) of the Company with effect from 22[nd] January 2026, to hold office up to the date of this Extraordinary General Meeting.
The Board considers that Mr. Dileep Badey’s appointment as Whole-time Director will be in the best interests of the Company, having regard to his experience in project management, engineering and real estate development, and his appointment will ensure continuity in executive leadership and strengthen the Company’s operational and strategic capabilities. The proposed remuneration is commensurate with industry standards and the responsibilities entrusted to him.
Pursuant to Sections 196, 197 and other applicable provisions of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Schedule V of the Act (including any statutory modification(s) or re-enactment thereof), the appointment of Mr. Dileep Badey as Whole-time Director and the remuneration payable to him require the approval of the Members by way of a Special Resolution.
The Company has also received from Mr. Dileep Badey the following documents
- i. Consent in writing to act as Director in Form DIR-2
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ii. Intimation in Form DIR-8 confirming that he is not disqualified from being appointed as a director.
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iii. Declaration that he is not debarred from holding the office of Director by virtue of any SEBI order or any other authority.
The brief particulars of the proposed appointment and remuneration are set out in the Annexure to this Notice.
Mr. Dileep Badey, being the appointee, is deemed to be interested in the proposed resolution. His relatives may also be deemed to be interested in the resolution to the extent of their shareholding, if any, in the Company.
Accordingly, the approval of the Members is being sought for the terms, conditions and stipulations governing his appointment as Whole-time Director and the remuneration payable to him.
The Board of Directors recommends the passing of the resolution set out at Item No. 2 of the Notice as a Special Resolution.
None of the Directors or Key Managerial Personnel of the Company, or their respective relatives, other than Mr. Dileep Badey to the extent stated above, are in any way concerned or interested, financially or otherwise, in the said resolution, except to the extent of their shareholding, if any, in the Company.
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ANNEXURE TO THIS NOTICE
DETAILS OF THE DIRECTOR SEEKING APPOINTMENT AT THE EGM - (Pursuant to Regulation 36(3) of SEBI LODR Regulations and Secretarial Standard 2)
| PARTICULARS | **NAMEOF DIRECTOR ** | ||
|---|---|---|---|
| Name of the director | Mr. DileepBadey | ||
| Director Identification Number | 11493915 | ||
| Designation/categoryof the Director | Whole - Time Director | ||
| Age | 43 Years | ||
| Date of the first appointment on the Board | 22-01-2026 | ||
| Qualification | Bachelor’s degree in Civil Engineering and a Postgraduate qualification in Advanced Construction Management from NICMAR. |
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| Profile, Experience and Expertise in specific functional areas |
Mr. Dileep Badey has over 15 years of experience in engineering, project management,and real estate development. |
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| Shareholding in the Company including shareholdingas a beneficial owner |
Nil | ||
| Disclosure of relationship with the other Directors |
None. | ||
| Information as required pursuant to BSE circular ref no. LIST/ COMP/ 14/ 2018- 19 and the National Stock Exchange of India Limited with ref no. NSE/CML/2018/24,dated June 20,2018 |
We hereby affirm that Mr. Dileep Badey is not debarred from holding the office of director by virtue of any order of the Securities and Exchange Board of India (SEBI)or anyother such authority |
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| Terms & conditions of the appointment | Forperiod of 5years | ||
| Directorships held in other companies including equity listed companies and excluding foreign companies as on the date of this Notice |
None | ||
| Memberships / Chairmanships of committees of other companies (excluding foreign companies) as on date of this Notice |
None | ||
| Number of meetings of the Board attended during the financialyear |
1 | ||
| Details of remuneration | Amount (in rs.) | ||
| Basic Salary | Rs. 7,63,000per annum | ||
| HRA | Rs. 3,81,500per annum | ||
| Special Allowance | Rs. 10,35,500per annum | ||
| Total remuneration | Rs. 21,80,000per annum | ||
| Resignation from Listed Entities in past three years |
Nil |
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