Ventura Textiles Ltd

To The Members

VENTURA TEXTILES LIMITED

Your Directors present the 54^thAnnual Report on the business & operations of the Company together with the Company's Audited Financial Statements and Independent Auditor's Report thereon for the Financial Year ended 31^st March, 2024. The summarized performance during the year is as under:

FINANCIAL RESULTS:

STATE OF COMPANY AFFAIRS:

The Company achieved a Total Income of Rs.12.34 Crore (including other income of Rs.11.90 Crore) against the Previous Year Total Income of Rs.15.23 Crore (including other income of Rs.1.88 Crore) and achieved a Profit after Tax of Rs.9.43 Crore against the Previous Year Loss of Rs.1.17 Crore. During the year under review the company paid the entire settlement amount of Rs. 18.50 crore to Janakalyan Sahakari bank in July'

2023,The company utilised the sale proceeds of its Land & Building and Machinery and retired the debt of Janakalyan Sahakari Bank and other Creditors. The Company having retired the major debt are now exploring various other options and business in the interest of all stake holders.

PERFORMANCE REVIEW:

During the year under review, the Company has earned total income of Rs.12,33,63,855/- out of which income from operation is Rs. 43,10,009/-and other income is Rs. 11,90,53,846/- as compared to income from operation and other income ofRs.13,35,32,024/-andRs.1,87,87,156/- in the previous year respectively. The Company achieved profit after tax of Rs.9,43,41,724/- as compared to a loss after tax of Rs.1,16,74,514/- in the previous year.

DIVIDEND AND RESERVES:

In view of the losses incurred by the Company, the Board of Directors of the Company has not recommended any dividend on the Equity

Share Capital for the financial year under review. During the year, no amount has been transferred to General Reserves.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS/ SHARES TO IEPF:

During the year, the company was not required to transfer any unclaimed dividends/shares to IEPF.

SHARE CAPITAL:

The Paid-up share capital of the Company as on 31^st March, 2024 was Rs.19,45,32,890/- comprising of 1,94,53,289 Equity Shares of Rs.10/- each. During the year under review, there is no change in the paid-up share capital of the Company.

During the year under review, the Company did not issue any equity shares with differential voting rights and has not granted any Stock Option or Sweat Equity. Further, it has not provided any money to its employees for purchase of its own shares hence the Company has nothing to report in respect of Rule 4(4), Rule 12(9) and Rule 16 of the Companies (Share Capital & Debentures) Rules, 2014.

As on 31^st March, 2024, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company. The Company has not issued any Debentures / debt securities during the year under review. The Promoter / Executive Directors hold the shares of the Company through the Group Companies.

CHANGE IN NATURE OF BUSINESS, IF ANY:

During the year there was no change in the nature of business of the Company. The Company sold out the Land, Plant & Machinery and assets of the Company after obtaining the approval of the Members through Postal Ballot on 27^th April, 2023 and with the sale proceeds, retired the debt of Janakalyan Sahakari Bank Ltd. and few other Creditors. Going forward, this will enable the Company to explore other options and business in the overall interest of all the stakeholders.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the financial year under review, as stipulated under Regulation 34(2) (e) &34(3) of SEBI

(LODR) is presented in a separate section forming part of the Annual Report. Annexure A.

Certain Statements in the ‘Management Discussion and Analysis Report' section may be forward looking and are stated as required by applicable laws and regulations. Many factors may affect the actual results, which would be different from what the Directors envisage in terms of future performance and outlook. Investors are cautioned that this discussion contains forward looking statement that involve risks and uncertainties including, but not limited to, risks inherent in the company's growth strategy.

a) Meetings of the Board of Directors held during the year 2023-24:

During the year under review 5 (Five) meetings of the Board of Directors took place details of which have been provided in the

Corporate Governance Report that forms part of the Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and Regulations 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of dates is mentioned in Corporate Governance Report.

b) Declaration by Independent Directors:

The Company has received necessary declaration from all the Independent Directors confirming that they meet the criteria of

Independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulations 16(1)(b) and 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 hereinafter referred to as "SEBI (LODR)." Independent Directors are not liable to retire by rotation as per Section 152(6) of the Companies Act, 2013. None of the Independent Directors will retire at the ensuing Annual General Meeting.

c) Changes in the Board of Directors During the year 2023-2024:

Pursuant to the provisions of Section 203 of the Act, presently Mr. Mohan Rao Penugonda, Chairman and Managing Director and Mr.

Abhijit Rao Penugonda, Whole-time Director and Chief Financial Officer of the Company and as the Internal Auditor, as the Company is not having any other employee and not in a position to pay any outside professional, due to losses incurred by the Company.

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1) (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

There has been no change in the circumstances affecting their status as independent directors of the Company.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/ Committee of the Company.

Mr. Mohan Rao Penugonda (DIN:00197973), Chairman and Managing Director of the Company is liable to retire by rotation at the ensuing

AGM pursuant to the provisions of Section 152(6)(d) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company and being eligible has offered himself for re-appointment. Details are attached to the Notice as per Regulation 36(3) of SEBI(LODR) & Secretarial Standard – 2 (SS-2) of the Institution of Company Secretaries of India (ICSI).

Mrs. Ratnakumari Girija Magantiis (DIN:08259159) has been appointed as an Independent Director for the Second-term, on the basis of the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company by the Members at the 53^rd Annual General Meeting of the Company held on 30^th September, 2023.

Mr. Shyam Raghunath Karmarkar (DIN: 01365616) ceased to be the Independent Director as he has completed his second and final term as an Non-Executive Independent Director of the Company w.e.f. the close of the business hours on March 31, 2024. The Board of Directors takes on record his contributions to the Company during his as an Independent Director of the Company.

Mr. VenuNatha Sadasivam Sarma continues to be the Independent Director since restored as Director in the Independent Director's Data Bank, on clearing of his exam. Mr. Anantharama Sethumani Subramanian (DIN: 00004479) has been appointed as an Additional Director (Non-Executive Independent Director) by the Board of Directors of the Company w.e.f. 10^th May, 2024. Mr. Anantharama Sethumani Subramanian is a person of integrity and has adequate experience and expertise to serve as an Independent Director. The Board of Directors recommends his appointment as an Independent Director for the First-term, on the basis of the recommendation of the Nomination and Remuneration Committee. In terms of the SEBI (LODR) Regulations, 2015, his appointment is to be approved by the Members within 3 months of the appointment viz. on or before 09^th August, 2024, or at the ensuing Annual General Meeting of the Company, whichever is earlier. Due to paucity of funds, the Company could not conduct the postal ballot, and now proposes to obtain the approval of the Members at the ensuing 54^th Annual General Meeting of the Company and the resolution seeking his appointment has been included in the 54^th AGM Notice of the Company.

The Nomination and Remuneration Committee and the Board of Directors recommend his appointment in the business interest of the

Company and the Company has received a Notice in writing under Section 160 of the Companies Act, 2013 from a Member of the Company.

Ms. Jhansi Lakshmi Muvvala (FCS: 4395) has been appointed as the Company Secretary and Compliance officer of the Company w.e.f. 10th

May, 2024.

The brief resume of the Director seeking appointment / re-appointment and other related information has been detailed in the Notice convening 54^th Annual General Meeting of the Company.

AUDIT COMMITTEE AND ITS COMPOSITION:

The Audit Committee held 5 (Five) Meetings Following is the composition of the Audit Committee as on 31^st March, 2024:

The Board has re-constituted an Audit Committee pursuant to the provisions of Section 177(8) of the Companies Act, 2013, read with

Rules 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time.

Following is the composition of the Audit Committee.

All the recommendations of the Audit Committee were accepted by the Board of Directors during the year.

The details with respect to meetings of the Audit Committee held during the year have been provided in the Corporate Governance Report that forms part of the Annual Report. The intervening gap between any two meetings were within the period prescribed by the Companies

Act, 2013 and SEBI (LODR).

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint venture or Associate Company. Your Company is an Associate Company of Penny

Securities & Investments Private Limited, on account of its shareholding in your Company [holding 6,636,858 equity shares of face value of Rs.10/- each (34.12%) as on 31^st March, 2024].

WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

The Company has established a vigil mechanism cum whistle blower policy as per Section 177(9) and (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations. Pursuant to the Notification No. SEBI/LAD/NRO/GN/2018/59 dated December 31, 2018 Securities and Exchange Board of India ("SEBI") notified the

SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (‘the Amendment Regulations") bringing amendment in the SEBI (Prohibition of Insider Trading), 2015 with effect from April 1, 2019. Pursuant to the Amendment Regulations, the Company revised its "Vigil Mechanism Policy", the details of which have been provided in the Corporate Governance Report and also posted on the website of the Company at: www.venturatextiles.com.

NOMINATION AND REMUNERATION COMMITTEE:

As on 31^st March, 2024, the Nomination and Remuneration Committee comprised of Mr. Shyam Karmarkar, Chairman of the Committee and Mr. VenuNatha Sadasivam Sarma and Mrs. Ratnakumari Girija Maganti as Members of the Committee.

Two (2) meeting of the Nomination and Remuneration Committee was held on 30^th June' 2023 and 12^th August' 2023 All the members were present at the meeting.

Following is the composition of the Nomination and Remuneration Committee after reconstitution:

The Composition of the Nomination and Remuneration Committee is duly constituted as per Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014, and Regulation 19 of SEBI (LODR).

The Amendment Regulations brought amendment in the Listing Regulations which became effective from April 1, 2019. Pursuant to the

Amended Regulations, the Company revised its "Nomination & Remuneration Policy" wherein the terms of reference of the Nomination and Remuneration Committee were amended to include the recommendation to the Board by the Committee, all remuneration, in whatever form, payable to senior management.

The details with respect to meetings of the Committee held during the year have been provided in the Corporate Governance Report that forms part of the Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act,

2013 and SEBI (LODR).

STAKEHOLDERS' RELATIONSHIP COMMITTEE:

Pursuant to the Provisions of sections 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (LODR) Regulations, 2015 the

Board of Directors has duly constituted the Stakeholders' Relationship Committee of the Company. The committee is responsible for the satisfactory redressal to investor's complaints and recommends measures for overall improvement in the quality of investor services.

The Committee comprises of two (2) Independent Directors and one (1) is Executive Director.

As at 31^st March, 2024, the Stakeholders' Relationship Committee comprises of Mr. Shyam Karmarkar Chairman of the Committee and Mr. P.M. Rao and Mrs. Ratnakumari Girija Maganti as Members of the Committee.

The Stakeholders' Relationship Committee now re-constituted and comprises of Mr. Abhijit Rao, as the Chairman of the Committee and Mrs. Ratnakumari Girija Maganti and Mr. P.M. Rao Mr as Members of the Committee.

The details with respect to meetings of the Stakeholders Relationship Committee held during the year have been provided in the Corporate Governance Report that forms part of the Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and SEBI (LODR).

The meeting of the Stakeholder Relationship Committee was held on 12^th February, 2024 during the year.

DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 134(3) (c) and 134(5) of the Companies Act, 2013, the Directors confirm that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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 at the end of the financial year and of the Profit of the Company for that year;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 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 were operating effectively.

The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively, to the extent possible considering the weak financial position and the Board of Directors are taking best efforts to turn-around the Company's operations and its financial stability.

CORPORATE GOVERNANCE REPORT:

The Company has adopted best practices of Corporate Governance and Complied with all the requirement of Corporate Governance laid down by SEBI. As per Regulation 34(3) read with schedule V of SEBI (LODR), a Corporate Governance Report along with Auditors certificate confirming compliance of corporate governance for the year ended 31^st March, 2024 is provided separately and forms integral part of this annual report.

ANNUAL PERFORMANCE EVALUATION BY THE BOARD

Pursuant to Section 134(3)(p) read with Rule 8(4) of the Companies (Accounts) Rules, 2014 and Regulation 4(2)(f)(ii)(9) read with Regulation 17(10) of the Listing Regulations, mandates that the Board shall monitor and review the Board evaluation framework and shall carry out performance evaluation of the Independent Directors. The Companies Act, 2013, states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013, states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. Details of the Evaluation Mechanism are provided in the Corporate Governance Report. A meeting of Independent Director was held on 12^th February, 2024 for evaluation of Board performance.

PARTICULARS OF EMPLOYEES AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The provisions of Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014 is not applicable to the Company as there is only one employee (excluding Executive Directors) in the Company.

The details of top ten employees (including Executive Directors) of the Company is annexed as Annexure I to this Report pursuant to Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

COMPANIES POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Company had been following a policy with respect to appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The appointment of Directors on the Board is subject to the recommendation of the Nomination and Remuneration Committee (NRC). Based on the recommendation of the NRC, the remuneration of Executive Director is fixed in accordance with the provisions of the Companies Act, 2013 which comprises of Basic Salary, Perquisites, allowances and commission. The remuneration of non-executive directors comprises of sitting fees and commission in accordance with the provisions of Companies Act, 2013.

The Remuneration Policy on making payment to Directors, Key Managerial Personnel and Senior Management Personnel is available on the

Company's website and is accessible through weblink.

RELATED PARTY TRANSACTIONS:

All Contracts/ Arrangements/transactions entered by the company during the financial year with related parties were in ordinary course of business and on arm's length basis. There are no materially significant related party transactions made by the company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the company at large or which warrants the approval of the shareholders. Accordingly, the disclosure of Related Party transactions as required under section 134(3) (h) of the companies Act, 2013 in form AOC-2 being enclosed as Annexure II.

In terms of Section 188 of the Companies Act and Companies (Meeting of Board and its Powers) Rules, 2014 and further in terms of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 related to the Corporate Governance, company has formulated related party policy of the company. The Policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at www.venturatextiles.com.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Company has not provided any loans, guarantees, security under section 186 of the Companies Act, 2013 during the year under review. The Company has not made any investment during the financial year 2023-24.

SIGNIFICANT AND MATERIAL ORDERS:

Pursuant to Section 134(3)(q) of the Companies Act, 2013 read with Rule 8(5)(vii) of the Companies (Accounts) Rules,2014, no significant or material orders were passed by the Regulators or Courts or Tribunals which impacts the going concern status and Company's operations in future.

RISK MANAGEMENT:

The Company has in place Risk Management System which takes care of risk identification, assessment and mitigation. The Board periodically reviews the risk, if any, and ensures to take necessary steps for its mitigation.

STATUTORY AUDITORS:

In accordance with the provisions of Section 139 of the Act, at the 52^nd Annual General Meeting ("AGM") held on 30^thSeptember, 2022, M/s Govind Prasad & Co., Chartered Accountants, (Firm Registration No.114360W) were appointed as the Statutory Auditors of the Company for a second term of five years to hold office from conclusion of the 52^nd AGM of the Company till the conclusion of the 57^th AGM of the Company to be held for the Financial Year 2026-2027.

M/s. Govind Prasad & Co., Chartered Accountants, (Firm Registration No. 114360W) have confirmed that they are not disqualified from continuing as the Statutory Auditors of the Company.

INTERNAL AUDITOR

Pursuant to provision of Section 138 and other applicable provisions of the Companies Act, 2013 read with Rule 13(1)(a)of the Companies

(Accounts) Rules, 2014, the board on recommendation of Audit Committee, appointed Mr. Abhijit Rao, Executive-Chief Financial Officer

(CFO) of the Company as the Internal Auditor of the Company for the Financial Year 2023-2024 under the authority of the Board of Directors at its meeting held on 30^th May, 2023. The management regularly reviews the findings of the Internal Auditor and effective steps to implement any suggestions/ observations of the Internal Auditor are taken and monitored regularly. In addition, the Audit Committee of the Board regularly addresses significant issues raised by the Internal Auditor.

COST RECORDS:

The Company is not required to maintain the cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

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

The Company is giving due consideration to the conservation of energy and all efforts are being made to properly utilize the energy resources.

The information pertaining to conservation of energy, technology absorption, Foreign Exchange Earnings and Outgo as required under

Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-III to the Board Report.

SECRETARIAL AUDITORS:

Pursuant to Section 204(1) of the Companies Act, 2013 read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company based on the recommendation of the Audit Committee, appointed M/s. Sharma and Trivedi LLP, Company Secretaries, Mumbai (LLP IN: AAW-6850) as the Secretarial Auditors of the Company for the Financial

Year 2023-2024. The Report of Secretarial Audit carried out for the financial year 2023-24 is annexed herewith as Annexure IV. Necessary explanations to each of the observations made in the Secretarial Audit Report are as given below:

a) The Company is yet to establish systems to ensure adequate and effective compliance with the provisions of all applicable laws. Reply: The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively, to the extent possible considering the weak financial position and the Board of Directors are taking best efforts to turn-around the Company's operations, its financial stability and to comply with all applicable laws.

b) The Company has accumulated losses exceeding its net worth, which may adversely affect the future operations of the company: Reply: The net worth of the company has been fully eroded. However, this will not affect the future viability of the company as the Company has started started exploring new business opportunities.

c) There was delay in filing few e-forms due to circumstances beyond control. However, such forms were filed with additional filing fees as prescribed under the Act and compliance has been regularized.

Reply: The necessary steps havebeen taken to avoid delay in filing of e-forms with MCA in future.

d) The Company had not appointed a Company Secretary, subsequent to resignation of the previous Company Secretary on 08^th February, 2023. Ms. Jhansi Lakshmi Muvvala (FCS: 4395) was appointed as the Company Secretary and Compliance officer of the

Company w.e.f. 10th May, 2024.

(i) The Company was in non-compliance with Regulation 6 (1) of SEBI LODR i.e., Non-compliance with the requirement to appoint a qualified company secretary as the Compliance Officer. BSE has imposed an aggregate fine of Rs.2,76,120/- on the Company for the non-compliance till the quarter ended March, 2024.Out of which fine of Rs.60,180/- had been paid by the Company.

However, the Company has appointed of Ms. Jhansi Lakshmi Muvvala (FCS: 4395) as the Company Secretary and Compliance Officer of the Company w.e.f. 10^thMay, 2024.

Reply: Despite the Company's efforts to identify and select a competent person as the Company Secretary of the Company, due to the financial / operational outlook of the Company, the candidates interviewed were not willing to join the Company. The Company after lots of efforts has appointed of Ms. Jhansi Lakshmi Muvvala (FCS: 4395) as the Company Secretary and Compliance Officer of the Company w.e.f. 10^thMay, 2024. e) The Company has not filed the statement on shareholder complaints under Regulation13(3) of SEBI LODR for the September, 2023 within the prescribed time limit. BSE Limited has imposed fine of Rs.3,540/- and the Company has paid the same.

f) The Constitution of the Board of Directors:

Mr. Shyam Raghunath Karmarkar (DIN: 01365616) Non-Executive independent Director of the Company has completed his second and final term as w.e.f. the close of the business hours on March 31, 2024. However, the Company intimated the same to Stock exchange after the prescribed timeline.

g) Removal & Restoration of profile from Independent Director's Data Bank:

The profile of Mr. Venu Natha Sadasivam Sarma (DIN: 00742705) as an Independent Director of the Company, has been restored as an Independent Director in the Data Bank on 09th May, 2024, on his passing of the online proficiency self-assessment test of The Indian Institute of Corporate Affairs (IICA), subsequent to the removal of his profile from Independent Director's Data Bank, due to non-appearance of the exam earlier. h) The Company installed the required software to maintain the structured digital database w.r.t. unpublished price sensitive information on 24^th February, 2024.

Reply : The Company had gone through tough financial conditions and no significant business income through textile activities.

Even the Company could arrange and pay the Annual Listing Fees for Financial Year 2022-23 on 03^rd August, 2023 for 2023-24 only on 30^th November, 2023. The Company could buy and install the software only after identifying cost-effective software and maintenance fees affordable by the Company and installed the required software to maintain the structured digital database w.r.t. unpublished price sensitive information. i) The Company paid the Annual Listing fees to BSE Limited with delay for Financial Year 2022-23 and 2023-24.

Reply : The Company had gone through tough financial conditions and no significant business income through textile activities.

Even the Company could arrange and pay the Annual Listing Fees for Financial Year 2022-23 on 03^rd August, 2023 for 2023-24 only on 30^th November, 2023.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS:

During the year under review, your company has complied with all the applicable secretarial standards issued by the Institute of Company

Secretaries of India. The same has also been confirmed by Secretarial Auditors of the Company in the secretarial audit report.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per Section 135(1) of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, every

Company having Net Worth of Rupees five hundred crore or more, or Turnover of Rupees one thousand crore or more, or a Net Profit of Rupees five crore or more during any financial year shall constitute the CSR Committee. Considering the above threshold limit specified above, the Company is not required to constitute the CSR Committee.

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013: Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with the Rules thereunder, it is hereby declared that the Company has not received any complaint of sexual harassment during the year under review. Further, the Company conducts awareness programs at regular interval of time.

INTERNAL FINANCIAL CONTROL:

The Management has devised proper systems to the extent possible to ensure compliance with the provisions of all applicable laws including adequacy of the internal financial controls and ensure such systems are adequate and operating effectively, considering the weak financial position of the Company.

The Board of Directors are taking best efforts to turn-around the Company's operations and its financial stability in near future.

DISCLOSURE UNDER SECTION 134(3) (l) OF THE COMPANIES ACT, 2013:

Except as disclosed elsewhere in this report, there have been no material changes and commitments have occurred between the end of the financial year of the Company and date of this report which can affect the financial position of the Company.

EXTRACTS OF ANNUAL RETURN

In accordance with the requirements of section 92(3) of the Companies Act, 2013, the annual return of the Company in respect of Financial Year 2022-23 has been hosted on the website of the Company on weblinkwww.venturatextiles.com and with respect to FY 2023-24, the same will be posted in due course.

PUBLIC DEPOSITS

During the year, the company has not accepted any deposits from the public and there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

INDUSTRIAL RELATIONS

During the year, industrial relations have been cordial.

REMUNERATION POLICY

Pursuant to the provisions of section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations and on recommendation of Nomination and Remuneration Committee, the Board of Directors have adopted policy for selection and appointment of Directors, senior management and their remuneration. The remuneration policy has been placed on the website of the Company. Brief of Remuneration

Policy is given in Corporate Governance report.

REPORTIG OF FRAUDS/AUDITOR'S REPORT

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/ or Board under Section 143(12) of the Companies Act, 2013 and Rules made there under.

The Auditor's Report on Standalone Financial Statements for the financial year 2023-24 issued by M/s. Govind Prasad & Company Chartered Accountants, does not contain any qualification, observation, reservation or adverse remark.

With respect to the observation of the Statutory Auditors under the heading Emphasis of Matter in the Auditor's Report, in connection with the negative net worth more than 50%, due to accumulated losses of the Company of Rs.27,70,29,756/- indicating doubt of the existence of the Company's ability to continue as a going concern, the Board of Directors are optimistic on account of the emerging business opportunities and the active operative assets and the long term existence of the Company to turn around and accordingly the Company is to be considered as a going concern.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY AUDITOR

The Auditor's Report on Standalone and Consolidated Financial Statements for the financial year 2023-24 issued by M/s Govind Prasad & Company Chartered Accountants, does not contain any qualification, observation, disclaimer reservation or adverse remark. Explanation or comments on Qualification, reservations or adverse remarks or disclaimers made by Secretarial Auditors in Secretarial Audit Report are enclosed as Annexure II.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments affecting the financial position of the company occurred between the end of the financial year to which this financial statement relates and the date of this report.

CORPORATE GOVERNANCE REPORT:

The Company has adopted proper practices of Corporate Governance and Complied with all the requirement of Corporate Governance laid down by SEBI. As per Regulation 34(3) read with schedule V of the Listing Regulations, a Corporate Governance Report along with Auditors certificate confirming compliance of corporate governance for the year ended 31^st March, 2024 is provided separately and forms integral part of this annual report.

DECLARATION TO STOCK EXCHANGE:

Company has submitted declarationpursuant to Regulation 33 (3) (d) of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 to stock exchange, that M/s Govind Prasad and Company, Statutory Auditors of the Company have issued unmodified opinion on the audit report for the year ended 31^st March, 2024.

GENERAL DISCLOSURE

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

B. Issue of Shares (including sweat equity shares) to the employees of the company under any scheme.

C. Neither Managing Director nor Whole Time Directors of the Company receive any remuneration or commission from any of its subsidiary.

CAUTIONARY STATEMENT:

Statements in the Annual Report, including those which relates to Management Discussion and Analysis describing the Companies objectives, projections, estimates and expectations, may constitute ‘forward looking statements' within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation to the Company's valued Investors, Banks, Central and StateGovernments, Stock Exchanges, Depositories, Business Associates, Statutory Authorities and all other Stakeholders fortheir continuous support and cooperation.