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

>. 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:

(B) TECHNOLOGY ABSORPTION:

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

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).

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 corporate@ventura1.com

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:

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:

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:

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:

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