Directors Report of Ventura Guaranty Ltd.

Mar 31, 2025

Your directors take immense pleasure in presenting the Forty-First Annual Report on the business and operations
of the Company along with the Audited Financial Statements for the Financial Year ended 31 st March 2025.

1. FINANCIAL STATEMENTS & RESULTS:

a. FINANCIAL RESULTS:

The Company''s performance during the year ended March 31, 2025 as compared to the previous financial
year is summarized below:

Figures in Rupees Lakhs

r Particular	Standalone		Consolidated
	For the financial year ended March 31, 2025	For the financial year ended March 31, 2024	For the financial year ended March 31, 2025	For the financial year ended March 31, 2024
Revenue from Operation	46.65	305.04	27,199.55	25,579.12
Other Income	147.56	365.01	137.41	600.02
Total Income	194.21	670.05	27,336.96	26,179.14
Less: Expenses	44.35	33.51	19,377.96	16,322.27
Earnings before interest, tax, depreciation and amortization (EBITDA) less: Finance Cost,	149.86	636.54	7,959.00	9,856.87
Depreciation and Amortization expenses Profit Before Tax	0.39		2,140.06	1,565.89
("PBT") Less: Tax	149.86	636.54	5,818.94	8,290.98
Profit after Tax("PAT")	-	-	1,553.06	1,858.07
Earning per equity	149.86	636.54	4,265.88	6,432.91
share: Basic & diluted V	4.69	19.92	117.71	178.79 J

>. BUSINESS REVIEW & PERFORMANCE:

STANDALONE PERFORMANCE:

The company has achieved Revenue from Operations of Rs. 46.65 lakhs (Previous year Rs. 305.04 lakhs) with
a Profit after tax of Rs. 149.86 lakhs (Previous year Rs. 636.54 Lakhs).

Consolidated Performance:

The company has achieved Revenue from Operations of Rs.27,199.55 lakhs (Previous year Rs.25,579.12 lakhs)
with a Profit after Tax of Rs. 4,265.88 lakhs (Previous year Rs.6,432.91 lakhs).

During the year under review, there was no change in the nature of business of the Company.

c. DIVIDEND:

The Board of Directors at their meeting held on May 30, 2025, has recommended payment of Rs. 4.5/- (45%)
per equity share of Rs.10/- each as final dividend for the financial year 2024-25.

The final dividend shall be subject to the approval of the shareholders at the ensuing Annual General Meeting
("AGM") of the Company.

d. UNPAID DIVIDEND & IEPF:

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013 ("the Act") read with the
Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF
Rules"), the Company is required to transfer unpaid/unclaimed dividend amounts, remaining unclaimed for a
period of seven years, along with the underlying shares, to the Investor Education and Protection Fund (IEPF)
administered by the Central Government.

In compliance with the IEPF Rules, the Company will transfer the unclaimed dividend declared for FY 2017-18,
along with the corresponding shares on which dividends have remained unclaimed for seven consecutive
years. The Company has individually informed all concerned Members whose dividend and shares are liable
to be transferred to IEPF. Additionally, a public notice was published in newspapers advising Members to
claim their unclaimed dividend/shares before such transfer. The details of such Members and the shares
transferred to IEPF have also been uploaded on the Company''s website at www.venturaguaranty.com

Further, during FY 2024-25, the Company was not required to transfer any amount to the Unclaimed Dividend
Account.

The details of shareholders whose shares/dividends have been transferred to IEPF are available on the
Company''s website at www.venturaguaranty.com Shareholders may claim refund of their shares/dividend
transferred to IEPF by making an application to the IEPF Authority in the prescribed Form IEPF-5, which is
available at www.iepf.gov.in.

e. TRANSFER TO RESERVES:

The Company during the year under review has transferred Rs. 15 lakhs to General Reserve and Rs. 29.97
lakhs Reserve Fund u/s. 45 IC of the Reserve Bank of India Act, 1934.

f. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company has following subsidiary comapny as on March 31, 2025

• Ventura Securities Limited

The Company has following step- down Subsidiaries as on March 31, 2025

• Ventura Commodities Limited and

• Ventura Allied Services Private Limited

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient
features of financial statements of subsidiaries in Form AOC-1 is attached herewith as Annexure I.

Annual accounts of the Subsidiary Company and the related detailed information shall be available to
shareholders of the Company and Subsidiary Company seeking such information at any point of time and also
kept open for inspection by any shareholders in the Registered office of the Company and Subsidiary
Company.

The annual accounts of the aforesaid subsidiary and the related detailed information shall also available to
shareholders of the Company, seeking such information at Company''s website www.venturaguaranty.com

Further, the Company did not have any joint venture or associate companies during the year
or at any time after the closure of the year and till the date of the report.

g. MERGER & AMALGAMATION:

(i) Merger of Kashmira Investment and Leasing Private Limited ("KILPL") with the Company:

The Board of Directors, at their Meeting held on June 29, 2024, approved the Scheme of Merger by
Absorption of KILPL with the Company. The Company holds 10.06% in KILPL. Both entities are registered
NBFCs with overlapping business activities, and the amalgamation is aimed at consolidating operations
under a single entity. Post-merger, KILPL''s lending and securities business will be directly undertaken by
VGL, thereby streamlining the group structure, reducing compliance requirements, and rationalizing
costs. The merger also enables simplifying regulatory oversight. The management believes this
integration will strengthen future growth prospects and create long-term value for stakeholders. The
Scheme of Merger along with related documents has been filed with the National Company Law Tribunal,
Mumbai Bench, for approval.

(ii) Merger of Ventura Allied Services Private Limited (VASPL / Wholly owned step- down subsidiary
Company) with Ventura Securities Limited (VSL /Subsidiary

The Board of Directors of VASPL & VSL at their meeting held on January 22, 2025, approved the merger
of Ventura Allied Services Private Limited (a step-down wholly owned subsidiary) with Ventura Securities
Limited (subsidiary company). VASPL, primarily engaged (though not yet operational in its planned
BPO/IT services) and currently generating rental income, is being merged with VSL a stock-broking and
allied services entity to streamline the group''s structure, enhance financial strength and flexibility, reduce
administrative complexities, and facilitate more efficient consolidation of group financials. The Scheme
of Merger along with related documents has been filed with the National Company Law Tribunal, Mumbai
Bench, for approval.

h. DEPOSITS:

The Company has no public deposits as of date and will not accept any deposits without prior approval of
the Statutory Authorities concerned.

i. LOANS FROM DIRECTORS:

During the financial year under review, the Company has not borrowed any loans from Directors

j. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All related-party transactions are undertaken at arm''s length and in the ordinary course of business. Certain
transactions, which were repetitive in nature, were approved through the omnibus approval.

During the year, the Company did not enter into any related party transactions, which could be considered
material, in accordance with the Act and accordingly, the disclosure of related party transactions in Form
AOC-2 is not applicable.

All applicable related party transactions entered during the year were reported to the Audit Committee on a
regular basis as required under the Act. The disclosure on related party transactions as per IND AS 24 has
been provided under Notes in the financial statements of the Company

k. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO:

The information pertaining to conservation of energy, technology absorption, Foreign Exchange Earnings and
outgo as required under Section 134(3)(m) of the Act read with the Rule 8(3) of the Companies (Accounts)
Rules, 2014 is furnished as below:

(A) CONSERVATION OF ENERGY:

f Steps taken or impact on conservation of energy	Not Applicable as company''s operation does not consume a significant amount of energy
Steps taken by the company for utilizing
alternate sources of energy
Capital investment on energy conservation
equipment
V_	j

(B) TECHNOLOGY ABSORPTION:

r Steps taken or impact on conservation of energy	A The Company is consistently advancing its technology and digital transformation initiatives.
Benefits derived like product improvement, cost reduction, product development or import substitution
In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):
Details of technology imported	Nil
Year of import	Not Applicable
Whether the technology has been fully absorbed	Not Applicable
If not fully absorbed, areas where absorption has not taken place, and the reasons thereof	Not Applicable
Expenditure incurred on Research and Development V_	Nil _v

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particular	FY 2024-25	FY 2023-24
Actual Foreign Exchange earnings	NA	NA
Actual Foreign Exchange outgo	NA	NA

l. ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of Companies Act, 2013, the draft
annual return as on March 31, 2025 is available on Company''s website
https://venturaguaranty.com/VenturaGuaranty/AnnualReport.aspx

m. PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES & SECURITIES:

As the Company is an NBFC, it is exempt from disclosures relating to loans granted, guarantees provided, and
security extended under Section 186(11) of the Act. The details of the Company''s investments, however, are
disclosed in the financial statements for the year ended March 31, 2025.

n. MATERIAL CHANGES AFTER THE END OF THE FINANCIAL YEAR:

There were no material changes and commitments which affected the financial position of the Company,
between the end of the year under review and the date of this report.

o. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal financial controls with reference to financial statements as designed and implemented by the
Company are deemed to be adequate, whilst the Company continues to identify opportunities for
improvement to drive excellence. During the year under review, there were no material adverse observations
notified by the Auditors of the Company with regards internal controls.

p. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

As required under regulation 34(2) of the Listing Regulations, a detailed management discussion and analysis
report is attached herewith as Annexure II.

q. CORPORATE GOVERNANCE:

As the Company''s paid-up capital is below Rs. 10 crores and its net worth is below Rs. 25 crores, the
provisions relating to Corporate Governance shall not be applicable to the Company for the financial year
2024-25.

2. MATTERS RELATED TO DIRECTORS & KEY MANAGERIAL PERSONNEL:

a. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

During the financial year 2024-25, the following changes took place in the Board ofDirectors and Key
Managerial Personnel (KMP).

Sr. No.	Name of the Director	1 Nature of the Change
1.	Mr. Sitaram. Ramakrishnan (DIN: 10767911)	Appointed as an additional Independent director w.e.f. September 5, 2024
2.	Mr. Sitaram. Ramakrishnan (DIN: 10767911)	Regularization of appointment as an Independent director w.e.f. September 30, 2024
3.	Mr. Ganesh Acharya (DIN: 00702346)	Retired as an Independent Director with effect from September 30, 2024, upon completion of the second consecutive term of five years.
4.	Mr. Ashish Nanda (DIN: 00584588)	Retired as an Independent Director with effect from September 30, 2024, upon completion of the second consecutive term of five years. )

The Company has received the certificate of independence from all the Independent Directors pursuant to
Section 149 of the Act and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements), 2015
("SEBI Listing Regulations"), confirming and certifying that they have complied with all the requirements of
being an Independent Director of the Company.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications,
skills, experience and expertise and they hold highest standards of integrity and fulfil the conditions specified
in the Act and SEBI Listing Regulations.

Further Company has received the certificate from M/s. Roy Jacob & Co, practicing Company Secretary
confirms that none of the Directors on the Board of the Company have been debarred or disqualified from
being appointed and/ or continuing as Directors of the Company by the SEBI/MCA or any such statutory
authority. The same is attached herewith as Annexure III.

Except as stated above, there were no other appointments or changes in the designation of the Board of
Directors or Key Managerial Personnel of the Company during the year.

b. RETIREMENT BY ROTATION & SUBSEQUENT RE-APPOINTMENT:

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act and the
Articles of Association of the Company, Mr. Jaidev Shroff (DIN: 00191050) - Non-Executive Director of the
Company, is liable to retire by rotation at the ensuing AGM and being eligible, has offered himself for
re-appointment.

Resolution for re-appointment of Mr. Jaidev Shroff (DIN: 00191050) - Non-Executive Director of the Company
is being included in the notice of the ensuing AGM for seeking the approval of the shareholders of the
Company.

c. REMUNERATION OF DIRECTORS

None of the Directors of the Company draw any remuneration / commission from the Company.

During the financial year ended March 31, 2025, the Company did not advance any loans to any of its
directors or KMPs.

Further, Mr. Hemant Majethia, Whole-time Director of the Company, has received remuneration from the
subsidiary Company, Ventura Securities Limited, towards services rendered to the Company for the financial
year 2024-25.

b. PARTICULARS OF EMPLOYEES:

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed
to this Report as Annexure-IV.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement showing the names of the
top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing
remuneration in excess of the limits set out in the said rules forms part of this Report. However, the Report is
being sent to the members excluding the aforesaid statement. In terms of Section 136 of the Act, the said
statement is open for inspection at the Registered Office of the Company. Any shareholder interested in
obtaining a copy of the same may write to [e-mail]

3. DISCLOSURES RELATED TO BOARD, COMMITTEES & POLICIES:

a. BOARD MEETINGS:

The Board of Directors met 14 times during the financial year ended March 31, 2025 and the meetings were
held in compliance with the provisions of the Companies Act, 2013 and rules made thereunder.

The Company has complied with the applicable Secretarial Standards in respect of the Board and General
meetings.

The details of the meetings held during the financial year 2024-25 and attendance of Directors are given
below:

r Name of Director	No. of Board Meetings Entitled to attend	No. of Board Meetings attended
Mr. Sajid Malik	14	10
Mr. Hemant Majethia	14	12
Mr. Jaidev Shroff	14	3
Mrs. Sandra Shroff	14	3
Mr. Manish Patel	14	5
Mr. Sitaram Ramakrishnan	8	3
Mr. Ganesh Acharya	7	1
Mr. Ashish Nanda	7	0

b. RISK MANAGEMENT POLICY

For the Company, Risk Management is an integral and important aspect of Corporate Governance. Your
Company believes that a robust Risk Management Framework ensures adequate controls and monitoring
mechanisms for smooth and efficient running of the business. A risk-aware organization is better equipped to
maximize shareholder value.

The key cornerstones of your Company''s Risk Management Framework are:

• A well-defined risk management policy;

• Periodic assessment and prioritization of risks that affect the business of your Company;

• Development and deployment of risk mitigation plans to reduce vulnerability to prioritized risks;

• Focus on both the results and efforts required to mitigate the risks;

• Constant scanning of external environment for new and emerging risks;

c. AUDIT COMMITTEE:

During the year the Company re-constituted the Audit Committee as below:

r Sr. No.	Name of the Committee Member	1 Designation
1.	Mr. Manish Patel	Chairman
2.	Mr. Sitaram. Ramakrishnan	Member
3.	Mr. Hemant Majethia	Member

The Audit Committee met five times during the financial year ended March 31, 2025.

During the year under review, the Board of Directors of the Company had accepted all the recommendations
of the Committee.

d. NOMINATION & REMUNERATION COMMITTEE ("NRC")

During the year the Company re-constituted the Nomination & Remuneration Committee ("NRC") as below:

r Sr. No.	Name of the Committee Member	Designation
a.	Mr. Manish Patel	Chairman
b.	Mr. Sitaram. Ramakrishnan	Member
3.	Mr. Sajid Malik	Member

The NRC Committee met two times during the financial year ended March 31, 2025.

During the year under review, the Board of Directors of the Company had accepted all the recommendations
of the NRC.

e. STAKEHOLDERS RELATIONSHIP COMMITTEE ("SRC")

During the year the Company reconstituted the Stakeholder Relationship Committee ("SRC") as below:

r Sr. No.	Name of the Committee Member	Designation
1.	Mr. Manish Patel	Chairman
2.	Mr. Sitaram. Ramakrishnan	Member
3.	Mr. Hemant Majethia	Member

The SRC Committee met one time during the financial year ended March 31, 2025.

f. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

Over the years, your Company has established a reputation for doing business with integrity and displays zero
tolerance for any form of unethical behaviour. To create enduring value for all stakeholders and ensure the
highest level of honesty, integrity and ethical behaviour in all its operations, your Company has implemented
Vigil Mechanism in the form of Whistle Blower Policy for Directors and Employees to report their genuine
concerns about misconduct and actual/potential violations, if any, to the Whistle Officer of the Company.
Pursuant to Section 177 of the Act read with the Rules prescribed thereunder, the Whistle Blower Policy
provides for adequate safeguards against victimisation of persons who use the Vigil Mechanism. In terms of
the Policy of the Company, no employee of the Company has been denied direct access to the Chairman of
the Audit Committee of the Board.

g. CORPORATE SOCIAL RESPONSIBILITY POLICY:

The provisions of Section 135 of the Companies Act, 2013 read with Rule 9 of the Companies (Accounts)
Rules, 2013 are not applicable to the Company as the company does not meet the threshold limits.

h. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE & BOARD:

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees
and individual Directors, including the Chairman of the Board. The Board evaluation exercise for FY 2024-25
was carried out after the closure of financial year through a structured evaluation process covering various
aspects of the Boards functioning such as composition of the Board and Committees, experience and
competencies, performance of specific duties and obligations, contribution at the meetings and otherwise,
independent judgment, governance issues etc. The Directors in their evaluation were of the opinion that the
affairs of the Board, the conduct of the Board members, the functioning of the Board and Committee, and the
conduct of the individual Directors were effective and satisfactory

4. AUDITORS & REPORTS:

The matters related to Auditors and their Reports are as under:

a. STATUTORY AUDITORS:

The shareholders of the Company, at the Annual General Meeting ("AGM") held on September 30, 2022, had
approved the appointment of M/s. G. K. Choksi & Co., Chartered Accountants (Firm Registration No.
125442W), as the Statutory Auditors of the Company for a term of three financial years, up to the conclusion
of the 41st Annual General Meeting. As their present tenure concludes at the said meeting, the Board of
Directors, at its meeting held on August 14, 2025, has recommended to the shareholders the re-appointment
of M/s. G. K. Choksi & Co. for a second term of five consecutive financial years i.e. from the conclusion of the
41 st AGM until the conclusion of the 46 th AGM of the Company.

M/s. G K Choksi & Co, Chartered Accountants, have confirmed that they meet the eligibility criteria and are
free from any disqualifications as specified under Section 141 of the Companies Act, 2013 and have affirmed
their independent status.

The resolution for the re-appointment of M/s. G. K. Choksi & Co., Chartered Accountants, as the Statutory
Auditors of the Company being included in the notice of the ensuing AGM for seeking the approval of the
shareholders of the Company.

b. AUDIT REPORT:

The Auditor''s report for the financial year ended March 31, 2025 did not contain any reservation/qualification
or adverse remark which requires any explanation/clarification of the Board.

The Auditors, under Rule 11 of the Companies (Audit and Auditors) Rules, 2014, have drawn attention to the
following:

I) DELAY IN IEPF TRANSFER

• Certain amounts of unclaimed dividends and related shares pertaining to past financial years were not
transferred to the Investor Education and Protection Fund (IEPF) within the stipulated time.

• Specifically, ?0.08 lacs pertaining to FY 2013-14 and ?0.32 lacs pertaining to FY 2017-18 were transferred
with delay.

• The Company has recognised an interest liability of ?0.39 lacs in the financial statements for FY 2024-25.

II) AUDIT TRAIL FEATURE:

• In the Holding Company, the audit trail feature in the accounting software was enabled with effect from
October 1, 2024 and has operated effectively thereafter.

• In the subsidiary companies, the auditors have noted that the audit trail feature was not enabled
throughout the year, and hence they were unable to comment on its operation for the full year

• The Company will take appropriate measures to ensure full compliance with audit trail requirements going
forward.

c. MAINTENANCE OF COST RECORDS:

The maintenance of cost records has not been specified by the Central Government under sub-section (1) of
section 148 of the Companies Act, 2013 for the business activities carried out by the Company. Hence,
reporting under clause (vi) of the Order is not applicable to the Company

d. REPORTING OF FRAUDS BY ANY AUDITORS UNDER SECTION 143(12):

There were no instances of reporting of frauds by any Auditors of the Company under Section 143 (12) of the
Act read with Companies (Accounts) Rules, 2014.

e. INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, M/s. Atul
HMV & Associates, Chartered Accountants were appointed as the Internal Auditor to conduct audit for the
year under review. The Internal Auditor of the Company reports functionally to the Audit Committee of the
Company, which reviews and approves the annual internal audit plan for the Company.

f. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed
M/s. Roy Jacob & Co, Company Secretaries in whole-time practice, Mumbai, to conduct Secretarial Audit of
your Company for the Financial Year 2024-25. The Secretarial Auditor, M/s. Roy Jacob & Co, conducted the
Secretarial Audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report of the Company
does not contain any qualification, reservation, adverse remark or disclaimer. Secretarial Audit report is
attached herewith as Annexure V.

Pursuant to the recent amendments in Regulation 24A of the SEBI (Listing Obligations and
DisclosureRequirements) Regulations, 2015, vide SEBI Circular No. SEBI/LAD- NRO/GN/2024/218 dated
December 12, 2024, a listed entity is required to appoint/re- appoint (i) an individual as Secretarial Auditor for
not more than one term of five consecutive years; or (ii) a Secretarial Audit Firm as Secretarial Auditor for not
more than two terms of five consecutive years, with the approval of shareholders in the AGM.

As on March 31, 2025, since the Company''s paid-up share capital is less than Rs. 10 crores and turnover is
less than Rs. 25 crores, the provisions relating to corporate governance are not applicable. However, in view
of the ongoing merger with Kashmira Investment and Leasing Private Limited, which upon approval will
enhance the Company''s net worth beyond Rs. 25 crores, the Board of Directors, at its meeting held on May
30, 2025, has voluntarily adopted the requirements of Regulation 24A and recommended the appointment of
M/s. Roy Jacob & Co., Company Secretaries, as Secretarial Auditor for one term of five consecutive financial
years.

The resolution for the Appointment of M/s. Roy Jacob & Co., Company Secretaries, as Secretarial Auditor of
the Company being included in the notice of the ensuing AGM for seeking the approval of the shareholders of
the Company.

5. OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are
furnished as under:

a. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going
concern status and the Company''s operations in future.

b. DIRECTOR''S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the
Company for the year ended March 31, 2025, the Board of Directors hereby confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along
with proper explanation relating to material departures;

(b) they have selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company as at March 31, 2025 and of the profit of the Company for that year;

(c) they have taken proper and sufficient care towards the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts of the Company on a going concern basis;

(e) they have devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively;

c. DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE:

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee
under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the year there were no instances of any case or compliant(s) filed under this Act.

d. DISCLOSURE REGARDING THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions relating to The Maternity Benefit Act, 1961.

During the year there were no instances of any employee availing benefits under this Act.

e. DISCLOSURE OF CERTAIN TYPE OF ARRANGEMENTS BINDING LISTED ENTITIES:

The Company has not been informed of any agreement under Regulation 30A(1) read with clause 5A of
paragraph A of Part A of Schedule III of the Listing Regulations. Accordingly, there was no requirement for
disclosing the same

6. MISCELLANEOUS:

a. The Company has not issued any shares with differential rights and hence no information as per provisions of
Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014
is furnished.

b. The Company has not issued any sweat equity shares during the year under review and hence no information
as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.

c. During the year under review, there were no instances of non-exercising of voting rights in respect of shares
purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of
Companies (Share Capital and Debentures) Rules, 2014 is furnished.

d. During the year, there was no proceeding initiated by or against the company under the Insolvency and
Bankruptcy Code, 2016.

e. The requirement to disclose the details of difference between amount of Valuation done at the time of onetime
settlement and valuation done while taking loan from Banks & Financial Institutions along with the reasons
thereof, is not applicable.

7. ACKNOWLEDGEMENTS & APPRECIATION:

Your directors take this opportunity to thank its clients, shareholders, employees, suppliers, bankers, business
partners/associates, financial institutions and Central and State Governments for their consistent support and
encouragement to the Company.

For and on behalf of the Board
Ventura Guaranty Limited

Hemant Majethia Sajid Malik

Whole-time Director Director

DIN: 00400473 DIN: 00400366

Place : Thane

Date : August 14, 2025

---

Mar 31, 2024

Your Directors have pleasure in presenting the Fortieth
Annual Report of VENTURA GUARANTY LIMITED along with
the Audited Statements of Accounts and the Auditors'' Report
of the Company for the year ended March 31,2024.

FINANCIAL RESULTS

Summary of Standalone Financial Results for the year is
as under: -

Particulars	Year ended March 31, 2024	Year ended March 31, 2023
Total Income	670.05	159.66
Total Expenditure	33.51	32.93
Profit before Tax	636.54	126.74
Less: Provision for Income Tax	0	(1.03)
Less: Deferred Tax	0	0
Profit after Tax	636.54	127.76

DIVIDEND & TRANSFER TO RESERVE

The Directors recommend payment of final dividend for the
year ended March 31,2024 at '' 4.5/- per fully paid up equity
share subject to the approval of Shareholders at the ensuing
Annual General Meeting of the Company.

During the year under review, the Company has transferred
'' 918.36 Lakhs to the General Reserve of the Company.

BUSINESS REVIEW

During the year under review, the Company''s Total Income
increased to '' 670.05 Lakhs from '' 159.66 Lakhs recorded
in the previous year. The Profit after Tax was recorded at
'' 636.54 Lakhs against a Profit after Tax of '' 127.76 Lakhs in
the previous year.

SUBSIDIARY COMPANIES

The Company has one (1) subsidiary and two (2) step down
subsidiaries as on March 31, 2024.

Ventura Commodity Limited (Step down subsidiary, through
Ventura Securities Limited) has surrendered membership
in MCX (Multi Commodity Exchange) and NCDEX (National
Commodities and Derivatives Exchange) and is evaluating
new avenues of business.

The Company has prepared a Consolidated Financial
Statement of all its subsidiary companies.

Pursuant to provisions of Section 129 (3) of the Act, a statement
containing salient features of the Financial Statements of the
Company''s subsidiaries in Form AOC-1, forms part of this
report.

Pursuant to the provisions of Section 136 of the Act, the
Financial Statements of the Company, including Consolidated
Financial Statements along with relevant documents and
separate audited accounts in respect of subsidiaries, are
available on the website of the Company.

FINANCIAL RESULTS

The Audited Standalone and Consolidated Financial
Statements of the Company are attached herewith and forms
part of this Annual Report. These have been prepared in
accordance with the provisions of the Companies Act, 2013;
the Accounting Standard 21 (AS-21) on Consolidated Financial
Statements read with Accounting Standard 23 (AS-23) on
Accounting for Investments in Associates in Consolidated
Financial Statements based on Audited Financial Results for
the year ended March 31, 2024.

BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL

The Company has Seven (7) Directors comprising of One (1)
Whole Time Director, Three (3) Independent Directors and
Three (3) Non-executive Directors including one (1) Woman
Director.

In accordance with the provisions of the Act and the Articles
of Association of the Company, Mr. Sajid Malik and Mr. Hemant
Majethia, Directors of the Company, retire by rotation at the
ensuing Annual General Meeting and being eligible have
offered themselves for re-appointment. A brief profile of
Mr. Sajid Malik and Mr. Hemant Majethia is provided as an
Annexure to the Notice which forms part of this Annual Report.

The Company has received declarations from all the
Independent Directors of the Company confirming that they
meet the criteria of independence as prescribed under sub¬
section (6) of Section 149 of the Companies Act, 2013.

The Company and Independent Directors shall abide by the
provisions specified in Schedule IV.

With deep regret, your Directors report the sad demise of our
Non-Independent Director, Ms. Saroja Malik on December 24,
2023.

Your Directors would like to place on record their highest
gratitude and appreciation for the guidance given by Ms.
Saroja Malik to the Board during her tenure as Director.

Mr. Ganesh Acharya (holding DIN: 00702346) and Mr. Ashish
Nanda (holding DIN: 00584588) , shall cease to be Non¬
executive independent directors of the Company upon
completion of their term of five years with effect from close of
business hours on 30 September 2024.

The Board places on record its deep appreciation for the
invaluable contribution and guidance provided by the
outgoing directors during their tenure on the Board.

AUDITORS

The Statutory Auditors of the Company, ''G. K. Choksi & Co,
Chartered Accountants,'' (ICAI Registration No. 125442W), had
been appointed at the Thirty Eighth Annual General Meeting
for a term of three consecutive years i.e. up to the conclusion
of Forty First Annual General Meeting, subject to ratification
by members at every Annual General Meeting under the
provisions of the Companies Act, 2013.

The Board of Directors recommends their ratification by the
Members in the ensuing Annual General Meeting.

COMMENTS IN AUDITORS'' REPORT

There are no qualifications, reservations or adverse remarks
or disclaimers made by the Statutory Auditors in their report.

EXTRACT OF ANNUAL RETURN

As provided under Section 92 (3) of the Act, Shareholders may
access the extract of Annual Return in the prescribed Form
MGT-9 at the following web link:

https://venturaguaranty.com/All%20PDF/CorGovt/Ventura_

Guaranty_MGT-9_final_for_upload.pdf

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company does not fall within the criteria prescribed
under Section 135 of the Companies Act, 2013. Hence, the
Company is not required to constitute CSR Committee and to
comply with other provisions of Section 135 of the Companies
Act, 2013 read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014.

MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide
on Company/ Business policy and strategies apart from other
business matters. The Board/ Committee Meetings are pre¬

scheduled, and a tentative annual calendar of the Board and
Committee Meetings is circulated to the Directors in advance
to facilitate them to plan their schedule and to ensure
meaningful participation in the meetings.

Nine (9) Meetings of the Board of Directors were held during
the year.

COMMITTEES OF THE BOARD

In accordance with the Companies Act, 2013 and Listing
Regulations, there are currently three Committees of the
Board, viz.:

1. Audit Committee

Audit Committee comprises of three Independent
Directors namely Mr. Ganesh Acharya - Chairman, Mr.
Ashish Nanda - Member and Mr. Manish Patel- Member
of the Committee.

2. Stakeholders'' Relationship Committee

Pursuant to Circular No. SEBI/LAD-NRO/GN/2015-
16/013 dated September 02, 2015 issued by Securities
& Exchange Board of India, Regulation 20 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 is not applicable to Company. Also,
as per provisions of the Section 178 of the Companies
Act, 2013 only companies having members more than
1000 are required to form Stakeholders'' Relationship
Committee. However, as a good corporate governance
practice and for benefits of shareholders, the Company
continues to have Stakeholders Relationship Committee
in force.

3. Nomination And Remuneration Committee

Nomination And Remuneration Committee comprises of
three Directors namely Mr. Ganesh Acharya - Chairman,
Mr. Hemant Majethia - Member and Mr. Manish Patel-
Member of the Committee.

DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

During the year under review, there were no cases filed under
the aforesaid Act.

ANNUAL EVALUATION OF BOARD, COMMITTEES
AND DIRECTORS

The evaluation framework for assessing the performance of
Board as a whole, Board Committees and Directors comprises
the following key areas:

a. Attendance of Board Meetings and Board Committee
Meetings;

b. Quality of contribution to Board deliberations;

c. Strategic perspectives or inputs regarding future growth
of the Company and its performance;

d. Providing perspectives and feedback going beyond
information provided by the management;

e. Commitment to shareholder and other stakeholder
interests.

The evaluation includes Self-evaluation by the Board Member
and subsequently assessment by the Board of Directors. A
Member of the Board does not participate in the discussion of
his/ her evaluation.

CORPORATE GOVERNANCE

As per Circular dated September 02, 2015 (effective from
December 01,2015) issued by Securities & Exchange Board of
India, your Company falls in the exempted category. Therefore,
provisions related to Regulation 15 (2), 17, 18, 19, 20, 21, 22,
23, 24, 25, 26, 27 and clauses (b) to (i) of Sub regulation 46
and Para C, D, E of Schedule V of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 are not
applicable to the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company maintains highest standards of ethical, moral
and legal environment. Subsequently, the Board of Directors
has formulated a Whistle Blower Policy to report genuine
concerns or grievances. Protected disclosures can be made by
a whistle blower through an e-mail, telephone line or a letter
to the Chairman of the Audit Committee or any member of
the Audit Committee. The Policy on vigil mechanism / whistle
blower policy may be accessed on the Company''s website.

PARTICULARS OF EMPLOYEE REMUNERATION

The Company has no employee, who falls under the criteria
specified under Section 197 (12) of the Companies Act, 2013
read with Rule 5 (2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.

Also, the Company does not pay any remuneration to its
Directors.

MATERIAL CHANGES AND COMMITMENTS
OCCURRED BETWEEN THE END OF THE FINANCIAL
YEAR AND THE DATE OF THE REPORT

There were no material events that occurred between the end
of Financial Year i.e. March 31, 2024 and date of this report
which may have any effect on the financial position of the
Company.

RISK MANAGEMENT & INTERNAL FINANCIAL
CONTROL SYSTEMS

The Company has in place sufficient processes, systems and
structure which enables it to implement internal financial
control with reference to Financial Statements and ensure that
the same are adequate.

The Company has a Risk Management Plan in place to assess
and minimize risks arising out of the Company''s operations and
interactions. The Company''s approach to mitigate business
risks is through periodic review and reporting mechanism to
the Audit Committee and the Board and thereby maximizing
returns and minimizing risks.

SECRETARIAL AUDITOR

The Board has appointed Mr. Roy Jacob, Practicing Company
Secretary, to conduct Secretarial Audit for the Financial Year
2023-24. The Secretarial Audit Report in Form MR-3 for the
Financial Year ended March 31, 2024 is annexed as Annexure
"B" forming part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, the
Board of Directors of the Company confirms and reports:

a) i n the preparation of the annual accounts for the year
ended March 31, 2024, the applicable accounting
standards read with requirements set out under
Schedule III to the Act, have been followed and there are
no material departures from the same;

b) the Directors have selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company
as at March 31,2024 and of the profit of the Company for
the year ended on that date;

c) the Directors have taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a
''going concern'' basis;

e) the Directors have laid down internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and are operating
effectively; and

f) the Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems are adequate and operating
effectively.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186

Particulars of Loans given, guarantees and investments
covered under the provisions of Section 186 of the Companies
Act, 2013 are provided in the notes to Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES REFERRED TO IN SECTION
188 (1)

All Related Party Transactions entered during the period
under review were in ordinary course of business and on an
arm''s length basis. No materially significant transactions were
entered into by the Company which may have a potential
conflict with the interest of the Company at large.

Prior approval of the Audit Committee is obtained for all
foreseeable related party transactions on a quarterly basis.
Details of all related party transactions entered on the basis
of the aforementioned approval are placed before the Audit
Committee on quarterly basis for their review.

A Statement containing the details of material contracts or
arrangements or transactions with Related Parties on an arm''s
length basis with respect to transactions as required under
Section 188 (1) of the Act, in the prescribed Form No. AOC-2 is
attached as Annexure "C".

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

A: Conservation of energy

i. Steps taken or impact on conservation of energy:
The operations of the Company are limited to loan
and investment business and not energy intensive.
However, adequate measures have been initiated
for conservation of energy.

ii. Steps taken for utilization of alternate sources
of energy: Company''s operations are not energy
consumptive by nature. However, the Company
may explore alternative sources of energy, as and
when it requires.

iii. Capital investment on energy conservation
equipment: NIL

B: Technology Absorption

a) Efforts made towards Technology Absorption:
Company has adopted technology as per its
business requirement.

b) Benefits derived like product improvement,
cost reduction, product development or import
substitution: Since Company operates in loans and
investment segment this is not applicable to the
Company.

c) Imported Technology: Not Applicable

d) Expenditure incurred on Research and
Development: The Company has not carried out
any Research and Development activities relating
to conservation of energy.

C: Foreign Exchange Earnings and Outgo

There was no foreign exchange earnings and outgo
during the Financial Year under consideration.

GENERAL

Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions
on these items during the year under review:

1. Details relating to deposits covered under Chapter V of
the Act.

2. Issue of equity shares with differential rights as to
dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to
employees of the Company under any scheme.

4. No significant or material orders were passed by the
Regulators or Courts or Tribunals which impact the going
concern status and Company''s operations in future.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their deep
gratitude and sincere appreciation for the timely co¬
operation, guidance received from Bankers, Stock Exchange,
and Government Authorities during the period under
review. Further, your Directors would also like to thank all
the shareholders of the Company for placing their faith
and confidence in the Company. They place on record their
appreciation of the contribution made by employees at all
levels.

ON BEHALF OF THE BOARD OF DIRECTORS

HEMANT MAJETHIA SAJID MALIK

WHOLE-TIME DIRECTOR DIRECTOR

(DIN: 00400473) (DIN: 00400366)

Place: Thane

Date: September 05, 2024

---

Mar 31, 2014

Dear Members

The Directors have pleasure in presenting the 30th Annual Report of VENTURA GUARANTY LIMITED along with the Audited Statements of Accounts and the Auditors'' Report of the Company for the year ended March 31, 2014.

FINANCIAL RESULTS

Summary of Standalone Financial results for the year is as under:-

(Amount in Rs.)

Particulars Year ended March Year ended March 31, 2014 31, 2013

Gross Income 3,93,591 11,11,044

Expenditure 13,78,649 1,73,147

Profit/(Loss) from Operations before other income, interest and exceptional items (9,85,058) 9,37,897

Other Income 49,01,117 49,08,498

Profit before Tax 39,16,059 58,46,395

Less: Provision for Income Tax - 3,67,000

Less: Deferred Tax 15,811 2,414

Profit after Tax 39,00,248 54,76,981

DIVIDEND

Directors are pleased to recommend for approval of the members a dividend of Rs. 2.40 per equity share of Rs. 10/- each for the financial year 2013-14. The total dividend payout will amount to Rs. 76,67,520.00. (Previous year Rs. NIL)

BUSINESS REVIEW

During the year under review, the Company''s Gross Income reduced to Rs. 3,93,591.00 from Rs. 11,11,044.00 recorded in the previous year. Other Income for the year was reported at Rs. 49,01,117.00 against Rs. 49,08,498.00 reported in the previous year. The Profit after Tax was recorded at Rs. 39,00,248.00 against a Profit after Tax of Rs. 54,76,981.00 in the previous year. Board of Directors is resorting to all feasible and concrete actions towards the financial upliftment and augmenting the operations of the Company.

SUBSIDIARY COMPANIES

M/s. Ventura Securities Limited, M/s Ventura Commodities Limited and M/s Ventura Allied Services Private Limited and M/s Ventura Insurance Brokers Limited are subsidiaries of your Company. In view of general exemption granted by Ministry of Corporate Affairs under Section 212 of the Companies Act, 1956, vide General Circular No. 2/2011 dated February 08, 2011 from the requirement of attaching Balance Sheet, Profit & Loss Account, etc. of its subsidiaries to its accounts, your company has decided to take the benefit of the said exemption. Your Company undertakes that Annual Accounts of the subsidiary companies and related information will be made available to the members on request.

CONSOLIDATED RESULTS

The Audited Standalone and Consolidated Financial Statements of the Company are attached herewith and form part of this Annual Report. These have been prepared in accordance with the provisions of the Companies Act, 1956, the Listing Agreement, the Accounting Standard 21 (AS-21) on Consolidated Financial Statements and Accounting Standard 23 - (AS-23) on Accounting for Investments in Associates in Consolidated Financial Statements based on Audited Financial Results for the year ended March 31, 2014.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement executed by the Company with BSE Limited, Management Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

The Report on Corporate Governance as per the requirements of Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from the Auditors, M/s. Dixit Dattatray & Associates, Chartered Accountants confirming the compliance with the conditions of Corporate Governance as per the requirements of Clause 49 is annexed to this Report.

DIRECTORS

As on March 31, 2014, the Board of Directors of your Company comprised of 9 Directors, three of whom are Non-Executive and Independent Directors. The composition of the Board is in consonance with Clause 49 of the Listing Agreement as amended from time to time, and in accordance with the applicable provisions of the Companies Act, 2013.

Mrs. Saroja Malik and Mr. Jaidev Rajnikant Shroff, Directors of the Company retire by rotation as per Companies Act, 2013 and being eligible, offer themselves for re-appointment.

In accordance with the provisions of Section 149, 152 and other applicable provisions, if any of the Companies Act, 2013, read with Companies (Appointment and Qualification of Directors) Rules, 2014, your Company is seeking appointment of Mr. Ganesh Acharya, Mr. Ashish Nanda and Mr. Sridhar Vaidyanathan as Independent Directors for five consecutive years. Details relating to their appointment are mentioned in the Statement annexed to the Notice under Section 102 of the Companies Act, 2013.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 & under Clause 49 of the Listing Agreement with the Stock Exchange.

FIXED DEPOSITS

Your Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 during the year under review and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

PARTICULARS OF EMPLOYEES

The Company does not have any employee drawing remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employee) Rules 1975, as amended vide Companies (Particulars of Employees) Amendment Rules, 2011 during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Since your Company is into loan and investment business, disclosure of information required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is not applicable to the company and hence, no report is annexed in this regard.

There was no foreign exchange earnings and outgo during the financial year under consideration.

AUDITORS

M/s. Dixit Dattatray & Associates, Chartered Accountants, the Statutory Auditors of the Company, bearing ICAI Registration No.102665W will retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. In accordance with Section 139 of the Companies Act, 2013 read with the Rules made thereunder, M/s Dixit Dattatray & Associates, Chartered Accountants, can be appointed as the Statutory Auditors of the Company for a maximum period of three years.

The Company has received a letter from them to the effect that their reappointment, if made, would be within the prescribed limit under Section 139 (1) and will satisfy the criteria as provided in section 141 of the Companies Act, 2013.

The Audit Committee and your Board recommend their reappointment as Auditors of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company confirms and reports:

i) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, if any;

iv) That the Directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their deep gratitude and sincere appreciation for the timely co-operation, guidance received from Bankers, Stock Exchange, Government Authorities during the period under review. Further, your Directors would also like to thank all shareholders of the company for placing their faith and confidence in the Company.

ON BEHALF OF THE BOARD OF DIRECTORS

SAJID MALIK HEMANT MAJETHIA DIRECTOR DIRECTOR

Mumbai: May 30, 2014

Registered Office: Dhannur ''E'', 15 Sir P.M. Road, Fort, Mumbai - 400 001

---

Mar 31, 2013

The Directors have pleasure in presenting the Annual Report of VENTURA GUARANTY LTD. along with the Audited Statements of Accounts and the Auditors'' Report of the Company for the year ended March 31, 2013.

FINANCIAL RESULTS

Summary of Standalone Financial results for the year is as under:-

(Amount in Rs.)

Particulars Year ended March 31, Year ended March 31, 2013 2012

Gross Income 11,11,044 28,768

Expenditure 1,73,147 5,43,691

Profit from Operations before other income, 9,37897 (5,14,923) interest and exceptional items

Other Income 49,08,498 70,294

Profit / (Loss) before Tax 58,46,395 (4,44,629)

Less: Provision for Income Tax 3,67,000

Less: Deferred Tax 2,414 10,884

Less: Tax Provision for earlier years 33,601

Profit / (Loss) after Tax 54,76,981 (4,89,114)

DIVIDEND

Directors do not recommend any Dividend for the year ended 31st March, 2013.

BUSINESS REVIEW

During the year under review, the Company''s Gross Income increased to Rs. 11.11 lakhs from Rs. 0.29 lakhs recorded in the previous year and Other Income jumped to Rs. 49.08 lakhs from Rs. 0.70 lakhs in the previous year. The Profit after Tax was recorded at Rs. 54.77 lakhs against a loss of Rs. 4.89 lakhs in the previous year. Management of the Company has been working rigorously and resorting to all feasible and concrete actions towards the financial upliftment and augmenting the operations of the Company.

SUBSIDIARY COMPANIES

M/s. Ventura Securities Limited is a subsidiary and M/s. Ventura Insurance Brokers Limited is a wholly owned subsidiaries of your Company. In view of general exemption granted by MCA under Sec. 212 of the Companies Act, 1956, vide General Circular No. 2/2011 dated

8th February, 2011 from the requirement of attaching Balance Sheet, Profit & Loss A/c, etc. of its subsidiaries to its accounts, your company has decided to take the benefit of the said exemption. The consolidated financial statement is forming part of this Annual Report. Your Company undertakes that Annual Accounts of the subsidiary company and related information will be made available to the members on request. Further, the annual account of subsidiary company will be kept at registered office of the company for inspection by any member.

CONSOLIDATED RESULTS

The Audited Standalone and Consolidated Financial Statements of the Company along with its subsidiary companies are attached herewith and form part of this Annual Report. These have been prepared in accordance with the provisions of the Companies Act, 1956, the Listing Agreement, the Accounting Standard 21 (AS-21) on Consolidated Financial Statements and Accounting Standard 23 - (AS-23) on Accounting for Investments in Associates in Consolidated Financial Statements based on Audited Financial Results for the ended 31st March, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement executed by the Company with BSE Limited, Management Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

The Report on Corporate Governance as per the requirements of Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from the Auditors, M/s. Dixit Dattatray & Associates, Chartered Accountants confirming the compliance with the conditions of Corporate Governance as per the requirements of Clause 49 is annexed to this Report.

DIRECTORS

Mrs. Sajid Malik, Mrs. Sandra Rajnikant Shroff and Mr. Hemant Majethia - Directors of the Company retire by rotation and being eligible, offer themselves for re-appointment.

FIXED DEPOSITS

Your Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 during the year under review and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

PARTICULARS OF EMPLOYEES

The Company does not have any employee drawing remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies

(Particulars of Employee) Rules 1975, as amended vide Companies (Particulars of Employees) Amendment Rules, 2011 during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Since your Company is into investment business, disclosure of information required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is not applicable to the company and hence, no report is annexed in this regard.

There was no foreign exchange earnings and outgo during the financial year under consideration.

AUDITORS

M/s. Dixit Dattatray & Associates, Chartered Accountants, the Statutory Auditors of the Company, bearing ICAI Registration No.102665W will retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. The Audit Committee and your Board recommend their reappointment as Auditors of the Company. The Company has received a letter from them to the effect that their reappointment, if made, would be within the prescribed limit under Section 224 (1B) of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company confirms and reports:

i) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the Directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their deep gratitude and sincere appreciation for the timely co-operation, guidance received from Bankers, Government Authorities during the period under review. Further, your Directors would also like to thank all shareholders of the company for placing their faith and confidence n the Company.

ON BEHALF OF THE BOARD OF DIRECTORS

Sd/- Sd/-

SAJID MALIK HEMANT MAJETHIA

DIRECTOR DIRECTOR

Mumbai, May 30, 2013

Registered Office:

Dhannur E'', 15 Sir

P.M. Road, Fort,

Mumbai – 400 001

---

Mar 31, 2011

The Directors present Company's Annual Report along with the Audited Accounts of jour Company for the year ended March 31, 2011.

FINANCIAL RESULTS

Summary of Financial results for the year is as under:-

(Amount in Rs)

Particulars Year ended March Year ended March 31,2011 31,2010

Gross Income 465,746 8,330,989

Expenditure 1,375,501 8,409,995

Profit / (Loss) before Tax (909,755) (79,006)

Less: Provision for Income Tax 150,000 145,000

Less: Deferred Tax 2,392 (17,187)

Profit / (Loss) after Tax (1,062,147) (206,819)

Add: Balance brought forward from 27,599,435 27,806,254 earlier years

Balance carried to Balance sheet 26,537,288 27,599,435

DIVIDEND:

During the year under review, no dividend has been recommended by the Directors.

BUSINESS PERFORMANCE:

During the year under review, the Gross Income of the Company decreased from Rs 83.31 lakhs to Rs 4.66 lakhs. Consequently, the loss of the company after tax increased from Rs 2.07 lakhs to Rs 10.62 lakhs.

SHARE CAPITAL

During the year under review, the authorised and paid up share capital of the Company remained unchanged in comparison to previous year.

SUBSIDIARY:

M/s Ventura Securities Limited is a wholly owned subsidiary of your Company. M/s Ventura Securities Limited has made a Net Profit of Rs 31,537,851/- for the year ended March 31.2011.

As required under Section 212 of the Companies Act, 1956, the Auditors' Report together with the financial statements for the year ended March 31, 2011 of M/s Ventura Securities Ltd and Ventura Insurance Brokers Ltd, wholly owned subsidiary of Ventura Securities Ltd are appended to this report,

CONSOLIDATED FINANCIAL STATEMENTS;

As stipulated by Clause 32 of the Listing Agreement with the Stock Exchanges, the consolidated financial statements have been prepared by the Company in accordance with the applicable accounting standards issued by The Institute of Chartered Accountants of India. The audited consolidated financial statements together with Auditors Report form part of the Annual Report.

DIRECTORS:

Mr. Sajid Malik and Mr. Hem ant Majethia, Directors of the Company retires by rotation and being eligible, offers themselves for re-appointment.

FIXED DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act. 1956 during the year under review.

PARTICULARS OF EMPLOYEES

The Company does not have any employee drawing remuneration in excess of the limits prescribed, under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employee) Rules 1975, as amended vide Companies (Particulars of Employees) Amendment Rules, 2011 during the year under review.

CONSERVATION OF ENERGY. TECHNOLOGY ADSORPTION.AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

Being an investment company, information under Section 217(I)(e) of the Companies Act. 1956. read with the Companies ((Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is not annexed in this report.

There was no foreign exchange earnings and outgo during the financial year under consideration.

AUDITORS:

M/s. Dixit Dattatray & Associates, Chartered Accountants, the Statutory Auditors of the Company, bearing ICAI Registration No. 102665 W will retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. The Audit Committee and your Board recommend their reappointment as Auditors of the Company. The Company has received a letter from them to the effect that their reappointment, if made, would be within the prescribed limit under Section 224 (1H) of the Companies Act, 1956

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company confirms and reports:

i) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities:

iv) That the Directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their gratitude for the support and co-operation from the Banks and Statutory Authorities.

ON BEHALF OF THE BOARD OF DIRECTORS

SAJID MALIK HEMANT MAJETHIA

DIRECTOR DIRECTOR

Mumbai, June 30, 2011

Registered Office: Dhannur 'E'.

15 Sir P.M. Road,

Fort, Mumbai 400 001

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Mar 31, 2010

The Directors have great pleasure in presenting the Annual Report on the business and operations of the Company together with the Audited Statements of Accounts for the financial year ended March 31, 2010.

FINANCIAL RESULTS

Summary of Financial results for the year is as under:-

(Amount in Rs.)

Particulars Year ended 31st Year ended 31st March 2010 March 2009

Gross Income 8,330,989 195,193

Expenditure 8,409,995 152,080

Profit / Loss before Tax (79,006) 43,113

Less: Provision for Income Tax 145,000 -

Less: Deferred Tax (17187) (15,392)

Profit /Lossafter Tax (206,819) 58,505

Excess Tax provision for earlier year - -

Add: Surplus from earlier year 27,806,255 27,747,749

Balance carried to Balance sheet 27,599,436 27,806,255

DIVIDEND:

During the year under review, no dividend has been recommended by the Directors.

BUSINESS PERFORMANCE:

During the yearunder review, the Gross Income of the Company increased from Rs 1,95,193/- to Rs.8,330,989/-. However, the Net Loss of the company after tax amounted to Rs.206,819/- for the year under review against Net Profit of Rs. 5 8,505/- in the previous year.

SUBSIDIARY:

M/s. Ventura Securities Limited is a wholly owned subsidiary of your Company. M/s Ventura Securities Limited has made a Net Profit of Rs. 26,538,849 for the year ended 31 March, 2010.

As required under Section 212 of the Companies Act, 1956, the Auditors Report together with the financial statements for the year ended 31st March 2010 of M/s Ventura Securities Ltd are appended to this report.

CONSOLIDATED FINANCIAL STATEMENTS:

As stipulated by Clause 32 of the Listing Agreement with the Stock Exchanges, the consolidated financial statements have been prepared by the Company in accordance with the applicable accounting standards issued by The Institute of Chartered Accountants of India. The audited consolidated financial statements together with Auditors Report form part of the Annual Report.

DIRECTORS:

Mrs. Saroja Malik and Mr. Jaidev Rajnikant Shroff, Directors of the Company shall retire by rotation and being eligible, offers themselves for re-appointment.

FIXED DEPOSITS:

Company has neither invited nor accepted any deposits from public within the meaning of Section 58A of the Companies Act, 1956 and as such, no amount of principle or interest was outstanding on the date of the Balance Sheet.

PARTICULARS OF EMPLOYEES

Statement pursuant to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employee) Rules 1975, as amended, is not annexed to this report as no employee was in receipt of the remuneration in excess of the prescribed sum during the year 2009-10.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Being an investment company, information under Section 217(lXe) of the Companies Act, 1956, read with the Companies ((Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is not annexed in this report.

There was no foreign exchange earnings and outgo during the financial year under consideration.

AUDITORS:

M/s. Dixit Dattatray & Associates, Chartered Accountants, the Statutory Auditors of the Company, bearing ICAI Registration No.l02665W will retire at the ensuing Annual General Meeting and are eligible for re-appointment. M/s. Dixit Dattatray & Associates, have confirmed that their re-appointment, if made, shall be within the limits of Section 224(1-B) of the Companies Act, 1956. The Board recommends their re-appointment as Auditors.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act 1956, with respect to directors responsibility statement, your directors hereby confirm that;

a) In the preparation of the annual accounts for the financial year ended March 31, 2010, the applicable accounting standards had been followed along with proper explanation relating to their material departures, wherever applicable;

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts for the financial year ended March 31, 2010 on a going concern basis.

ACKNOWLEDGEMENT:

Your directors take this opportunity to thank all investors, clients, financial institutions/banks, regulatory and government authorities for their continued support during the year.

ON BEHALF OF THE BOARD OF DIRECTORS

SAJID MALIK HEMANT MAJETHIA DIRECTOR DIRECTOR

Mumbai, September 02,2010

Registered Office:

Dhannur E, 15 Sir P.M. Road, Fort, Mumbai-400 001