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: -

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