Nature of the Event

The document constitutes the notice for the 35th Annual General Meeting (AGM) of PVP Ventures Limited to be held on Monday, September 7, 2026, at 10:00 AM (IST) through Video Conferencing/Other Audio-Visual Means in compliance with MCA and SEBI circulars.

Key Dates and Voting Information

  • Cut-off/Record Date for AGM voting: August 31, 2026
  • Book Closure Period: September 1, 2026 to September 7, 2026 (both days inclusive)
  • E-voting Commencement: September 4, 2026 at 09:00 AM (IST)
  • E-voting End: September 6, 2026 at 05:00 PM (IST)
  • AGM Date: September 7, 2026 at 10:00 AM (IST)

The meeting will be deemed to be conducted at the Registered Office of the Company at KRM Centre, 9th Floor, Door No. 2 Harrington Road, Chetpet, Chennai-600031.

Ordinary Business Items

1. Adoption of Audited Standalone Financial Statements

To consider and adopt the Audited Standalone Financial Statements for the financial year ended March 31, 2026, together with Reports of Board of Directors and Auditors.

2. Adoption of Audited Consolidated Financial Statements

To consider and adopt the Audited Consolidated Financial Statements for the financial year ended March 31, 2026, together with Reports of Auditors.

3. Appointment of Statutory Auditors

To appoint M/s. CNGSN & Associates LLP, Chartered Accountants (Firm Registration No. 004915S) as Statutory Auditors for a term of five consecutive years from conclusion of this AGM until conclusion of the 40th AGM in 2031. They were previously appointed on March 6, 2026 to fill casual vacancy caused by resignation of previous auditors.

Special Business Items

4. Approval of Material Related Party Transactions

Special Resolution seeking approval for material related party transactions with eight entities for aggregate amounts during FY 2026-2027:

  • M/s. BVR Malls Private Limited: ₹200,000,000
  • M/s. PV Potluri Ventures Private Limited: ₹200,000,000
  • M/s. Humain Healthtech Private Limited: ₹10,000,000
  • M/s. Apta Medical Imaging Private Limited: ₹10,000,000
  • M/s. Noble Diagnostics Private Limited: ₹10,000,000
  • M/s. Biohygea Global Private Limited: ₹100,000,000
  • M/s. Optimus Oncology Private Limited: ₹100,000,000
  • M/s. 7 Med India Private Limited: ₹100,000,000

Total aggregate value: ₹630,000,000

5. Change of Company Name

Special Resolution to change company name from 'PVP Ventures Limited' to 'Evervie Health Limited' subject to regulatory approvals. Ministry of Corporate Affairs has approved reservation of the proposed name.

6. Appointment of Ms. Saloni Khandelwal as Non-Executive Independent Director

Ordinary Resolution to appoint Ms. Saloni Khandelwal (DIN: 00014590) as Non-Executive Independent Director for five years from May 15, 2026 to May 14, 2031. She is a Chartered Accountant with nearly two decades of experience in M&A, tax, fundraising, and corporate structuring.

7. Appointment of Mr. Srivatsan Kalyanasundaram as Non-Executive Independent Director

Ordinary Resolution to appoint Mr. Srivatsan Kalyanasundaram (DIN: 11719208) as Non-Executive Independent Director for five years from May 15, 2026 to May 14, 2031. He holds MBA from HEC Paris/Ross School of Business and has nearly three decades of global business experience.

8. Appointment of Dr. Ellen Feehan as Executive Director and CEO

Special Resolution to appoint Dr. Ellen Feehan (DIN: 11716152) as Executive Director and Chief Executive Officer for five years from May 15, 2026 to May 14, 2031. She is a medical doctor with qualifications of MB, BCh, BAO from Trinity College Dublin and MBA from University College Dublin.

9. Appointment of Dr. Neeraja Nagarajan as Executive Director and COO

Special Resolution to appoint Dr. Neeraja Nagarajan (DIN: 11716150) as Executive Director and Chief Operating Officer for five years from July 1, 2026 to June 30, 2031. She is a medical doctor and public health scientist.

10. Payment of Managerial Remuneration to Mr. Prasad V. Potluri

Special Resolution seeking approval for:

  • Managerial remuneration of ₹5,00,00,000 to Mr. Prasad V. Potluri (Chairman and Managing Director) for FY 2026-27
  • Payment of fees at 2% per annum on value of collateral securities and 1% per annum on value of personal guarantees provided by him for company borrowings

The company reported inadequate profits for FY 2025-26.

11-13. Employee Stock Option Scheme 2026

Three Special Resolutions seeking approval for:

  • PVP Ventures Employee Stock Option Scheme 2026 for up to 2,00,00,000 equity shares
  • Granting options exceeding 1% of issued capital to identified employees
  • Extending ESOP scheme to eligible employees of associate and subsidiary companies

The scheme will be administered by the Nomination and Remuneration Committee with minimum vesting period of one year.

Financial Impact

  • Material RPTs: ₹630,000,000 aggregate value
  • Managerial remuneration: ₹5,00,00,000 for FY 2026-27
  • ESOP dilution: Up to 2,00,00,000 equity shares
  • Auditor remuneration: To be determined by Board/Audit Committee

Capital Structure Impact

Potential dilution of up to 2,00,00,000 equity shares through ESOP scheme exercise.

Voting Instructions

Remote e-voting available through NSDL from September 4-6, 2026. Members can also vote during AGM through electronic voting system.