Your directors have pleasure in presenting the 30^ta Annual Report of your Company
together with the Audited Annual Accounts for the financial year ended 31^st March,
2024.

1. financial results

The Company's financial performance for the year under review along with previous
year's figures are given hereunder:

(Amount in lakhs)

Ý State of company affairs-

The Company is engaged in the business of trading and manufacturing of commodities.
During the current year, the company has commissioned ejection moulding machines
for manufacturing of plastic products. Detailed information on the operations of the
Company and details on the state of affairs of the Company are covered in the
Management Discussion and Analysis Report attached to this report.

Your Management is putting in their best efforts to improve the performance of the
Company. The Company is performing well and therefore future prospects looks bright
and, in the years, to come, the Company will strive to achieve the projected profitability
and increase its scale of operation.

- Change in nature of Business of the Company

The company was previously engaged In the trading of commodities. During the year
the company has diversified its business activities aod commissioned injection moulding
machines to manufacture plastic products.

* Material changes and commitment if any affecting the financial position of
tlie company occurred between the end of the financial year to which this
financial statements relate and the date of the report

There has been no material changes and commitments which affects the financial
position of the Company occurred between the end of the financial year of the Company
and date of this report.

3- DIVIDEND

No dividend is oeing recommended for this year due to loss.

4. SHARE CAPITAL

The Paid up Equity Share Capital as on 31st March, 2024 was Re. 4,00,00,000 [fts. Four
crore only). ¹

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2015 do not apply as there was
no dividend declared and paid last year,

7. INDIAN ACCOUNTING STANDARDS (IND-AS)

Financial Statements of your Company for the financial year ended 31st March, 2024,
are prepared in accordance with Indian Accounting Standards (IND-AS), as notified
under Section 133 of the Companies Act, 2013 (The Act') read with the Companies
(Indian Accounting Standards) Rules, 2015, as amended from time to time.

S. FIXED DEPOSITS

The Company has not invited deposits From public irt accordance with the Section 73 and
74 of the Companies Act, 2013

P_ASSqgAJE_C.Q_MPAMES

The Company does not have any Subsidiary, I pint venture or Associate Company as on
31^st March, 2024.

1Q.CORPORATE GOVERNANCE

The Company is not requ red to submit Corporate Governance Report as the equity share
capital and net worth of the Company is less than required Irmits as on the last date of
the previous financial year. Provided that where the provision of the Act becomes
applicable to the Company at a later date, the Company shall comply with the
requirements within sis: months from the date on which the provisions become applicable
to the Company.

11. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
management toucv of the company

The Company has adopted a Risk Management Policy after identifying the elements of
risks which in the opinion of the Board may threaten the very existence of the Company
itself, The policy for Risk Management is attached on the website of Company,

1Z.DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON
ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Provisions of Corporate Social Responsibility are not applicable on Company.

13. MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion and Analysis as stipulated under 5EBI (Listing Obligations and
Disclosure Requirements} Regulations; 2015 is presented in a separate section forming
part of this Annual Report, It speaks about overall industry structure,, global and domestic
economic scenarios, developments in business Operations, internal controls and their
adequacy, risk management systems and other material developments during the
Financial Year 2D23-24.

14. ANNUAL SECRETARIAL COMPLIANCE REPORT

Secretarial standard Compliance Report for the financial year ended 31 March, 2024 was
not applicable on our company.

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

The information on conservation oF energy, technology absorption and foreign
exchange earnings and outgo as stipulated in Section 134(3)(m) of the Companies
Act, 2013 and rules Framed there under s enclosed herewith as “Atinexure -1".

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE.. UNDER
SECTION 1B6 OF THE COMPANIES ACT. 2013

The detail oF Loan and Investments made by Company as at end of the financial year
Is as under;

Amount In Lakhs

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH
RELATEDP ARTIES

There were contract or arrangements made with related parties as defined under
Section 168 of the Companies Act, 2013 during the yea.^1- under review and details are
enclosed herewith as AnneKure - Z", Policy on related party contracts and
arrangements is attached on the website of Company with link of the company,

lS.COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT, PAYMENT OF
REMUNERATION AMD DISCHARGE OF THEIR DUTIES

In terms of the provisions of Section 178(3) of the Act and provisions of Listing
Agreement/ Listing Regulations, the Nomination &. Remuneration Committee (NRC) is
responsible for formulating the Criteria for determining q ua 11 Fi cation, positive
attributes and independence of a Director, The NRC is also responsible for
recommending to the Board a policy relating to the remuneration of the Directors,
Key Managerial Personnel and other employees. Ln fine with this requirement, the
Board has adopted the Policy on Board Diversity and Director Attributes is attached
on the website of Company with link of the Company.

Nomination And Remuneration Policy ard Remuneration Policy for Directors, Key
Managerial Personnel and other employees is attached on the website of Company.

19 Ý DECLA.RAT10-N—QF J NP_E.F-E.N-P.EN T .DIRECTOR 5

Pursuant to provisions of Section 134{3)(d) of the Companies Act, 2013, with respect
to statement on declaration given by Independent Directors under Section 149(6) of
the Act and under Regulation 16 and 25 of SEB1 Listing Regulations, the Board hereby
confirms that all the Independent Directors of the Company have given a declaration
and have confirmed that they meet the criteria of Independence and there lias been
no change in the circumstances affecting their status as Independent Director of the
Company.

The Company has also rEceived a declaration from all the Independent Directors that
they have registered their names m the Independent Director data bank and pass/
exempt requisite proficiency test conducted by Ministry of Corporate Affairs.

After undertaking a due assessment of their disclosures, in the opinion of the Board of
Directors, all the Independent Directors fulfilled the requirements of the Companies
Act, 2013 and the Listing Regulations and were Independent of the management of
the Company.

20.FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The detail of programs for familiarization of Independent Directors with the Company,
them roles, rights, responsibilities in the Company end related matters are put up on
the website of the Company,

21. BUSINESS RESPONSIBILITY REPORT

Your Company is not required to submit Business Responsibility Report for the year
ended 31st March, 2024 35 stipulated under Regulation 34 of the SFBI listing
Regulations, Provided that where the provision of the Act becomes applicable to the
Company at a later date, the Company shall comply with the requirements within
stipulated time from the date an which the provisions become applicable to the
Company.

22. EXTRACT OF ANNUAL RETURN

The Annual Return of the Company as ort 3.1st March, 2024, in prescribed e-farm
MGT-7 In accordance with Section 32(3) of the Act, read with Section 134(3)(a) of the
Act, is available on the Company's websiLe at htto:/ywww fruitionventune com
Further the Annual ReLurn (i.e. e-form MGT-7) for the FY24 shall be filed by the
Company with the Registrar of Companies, Delhi, within the stipulated period and the
some can also be accessed thereafter on the Company's website at
h itp: ll ww Ht._fnu.stj pn venture, corri

23. DEMATERIALIZATION OF SHARES

Trading in the Equity Shares of the Company is only permitted in the dematerialized
form as per the Securities and Exchange Board of India (5EBI) circular dated May 29,
2000. The Company has established connectivity with both the Depositories viz.
National Security Depository Ltd. (N5DL) as well as Central Depository Services
(Indie) Ltd. (CDSL) to facilitate the demat trading. As on 31st March, 2024, 73.79%
of the Company's Share Capital is in dematerialized form.

The ISIN allotted to the equity shares of the Company isINE836COiO]5. The
Company's shares ane frequently traded on BSE Limited.

24.SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There were no signifitant/materiaf orders passed by the Regulators or Courts or
Tribunals Impacting the going concern status of your Company and its operations ir?
future.

There were nu proceedings initisted/pending against the Company under the
insolvency and Bankruptcy Code, 2016 [31 of 2016) during the financial year under
review,

25. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH
THE REASONS THEREOF

There are no instances of one time settlement during the financial year under review.

26. PARTICULARS OF EMPLQVEES:-

The Percentage Increase in remuneration, ratio of remuneration of each director and
key Managerial Personnel (KMP) as required under Section 197(12) of the Companies
Act i 2013, read with rule 5 of the Companies .^Appointment and Remuneration of
Managerial Personnel) Rules, 2014 form part of Annexure-3 to this Board report.

The Company has three employee as of March 31^st 2024 excluding directors.

27. NUMBER OF BOARD MEETINGS

The Company had Twelve (12) Board meetings during the financial year under
review. The Maximum interval between any two meetings did not exceed 120 days as
prescribed by the Companies Act, 2013. Details are as follows:

Meeting fur Independent Director For financial year 202.3-24 was held on 14^th November,
2023.

Details Of Directors:

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Details of KMP:

In berms of Section 203 of the Act, the following are Key Managerial Personnel of
your Company:

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed
decisions in line with the deiegated authority. The following substantive
Committees constituted by the Board function according to their respective roles
and defined scope:

- Audit -Committee of_Pirectors

Total six meetings held during this year. During these meetings the Committee
discussed the annual results, the half-yearly results and the quarterly results and
shored the items discussed with the Supervisory Board, Other topics discussed
included the Management Board's methods for the assessment of the
effectiveness Of the design end operation Of the company's internal risk and
control systems, new and proposed legislative initiatives related to accounting,
auditing and financial -eporting, tax planning, tax strategy and monitoring, the
company's compliance with rules and regulations, the company's Code of Conduct
and Whistle-blower Policy.

* Nomination and Remuneration Committee

During the meetings the Remuneration and Appointment Committee reviewed the
company's General Remuneration Policy. It also outlined proposals for the
remuneration of the individual members of the Management Board. Other duties
included regulations in relation ro remuneration policies and the preparation of the
Remuneration Report.

* STAKEHOLDERS RELATIONSHIP COMMITTEE

During the year under review investor grievances were taken care of.

2B. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND
INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the
Listing Regulations, the Board has carried out an annual performance evaluation of its
Independent Directors and the Independent Directors also evaluated the performance
of Non- Independent Directors. The Board af Directors expressed their satisfaction
with the evaluation process. The Board of Directors also evaluated the
functioning/perfomnance of Audit Committee, Stakeholders Relationship Committee,
Nomination & Remuneration Committee, expressed satisfaction with their functioning/
performance.

29. DISCLOSURE R ELATING TO REMUNERATION OF DIRECTORS^ KEY

MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The remuneration paid to the Directors is in accordance with the Nomination and
Remuneration Policy formulated in accordance with Section 178 of the Act (including
any statutory modification^) or re-enactment(S) for the time being In force) and
Regulation 19 of the SEBT Listing Regulations. The salient aspects covered in the
Nomination and Remuneration Policy Mas been outlined In the Corporate Governance
Report which forms part of this report.

The Managing Director of your Company is not drawing remuneration from the
Company. The information required under Section 197 of the Companies Act,, 2013
read with Rule 5(1), 5(2) & 5(3) of the Comp3mes(AppDintnnent and Remuneration of
Managerial Personnel) Rules, 201^ in respect of Directors/employees of the Company
and a statement showing the names of top ten employees of the Company in terms Df
remuneration drawn and other particulars of the employees drawing remuneration in
excess of the limits set out rn said rule* are given in "Annexune - 3" to this Report:.

The remuneration paid to the Directors is In accordance with the Remuneration Policy
formufaLed in accordance with Section 178 of the Act and Regulation 19 of the SEBI
Listing Regulations (including any statutory modification(s) or reenactments) tnereof
for the time being in force).

30. Auditors

* STATUTORY AUDITORS

M/s Sunil K Gupta R Associates, Chartered Accountants, New Delhi have been
appointed as the statutory auditor for a period of five years from the
conclusion of 29^th Annual General Meeting.

- SECRETARIAL AUDIT

Under the provisions of Section 204 of the Companies Act, 2013 and the rules
made thereunder M/s Jinu Jain, Company Secretaries, Practicing Company
secretary has given secretarial audit report for financial year 2023*24, secretarial
audit report forms part of the Board Report as Annexure -4,

- INTERNAL AUDIT

Pursuant to provisions of Section 138 of the Companies Act, 2013 mad with Rule
13 Of the Companies (Accounts) Rule, 2034 Ss emended from time to time, the
Company Is required to appoint an internal auditor of the Company to conduct
internal audit of the functions and activities of the Company. In corrspliance with
the above provisions, your Company has compMed with the provisions.

* INTERNAL FINANCIAL CONTROLS

The Company has internal control procedures and sufficient internal control checks
considering the size and nature of its business and the Board of Directors are of
the view that those controls are adequate with reference to the financial
Statements.

• Cost Records and Cost Audit

Requirement of Cose Audit as stipulated under the provisions of Section 148 of the
Act, are not applicable for the business activities carried out by the Company.

31. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has adopted a Vigil Mechanism and Whistle Blower Policy, to provide a
formal mechanism to the Directors and employees to report their concerns about
unethical behavior, actual or suspected fraud or violation of the Company's Code of
Conduct or ethics policy. The Policy provides for adequate safeguards against
Victimization OF employees who avail of the mechanism and also provides for direct
access to the Chairman of the Audit Committee.

IE is affirmed that no personnel of the Company has been denied access to the Audit
Committee.

32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

Statement under Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 Pursuant to the legislation The Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company
has a Policy on Prevention of Sexual Harassment at Workplace.

Your Company has constituted an Internal Complaints Committee (ICC} to Investigate
and resolve sexual harassment complaints.

The Company in its endeavour for zero tolerance towards any kind of harassment,
including sexual harassment, or discrimination at the workplace has in. accordance
with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

During the year under review, the Company has not received any complaint under the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013.

33.CODE OF CONDUCT

As prescribed under the provisions of Section 149 of the Companies Act, 2013 read
with Schedule TV thereto and Regulation lb of the SEET (Listing Obligations and
Disclosure Requirements) Regulations, 2D15 For its Board of Directors and senior
management and employees, the Company has formulated a comprehensive Code of
Conduct (the Code), The Code is applicable to Directors and senior management and
employees to such extent as may be applicable to them depending upon their roles
and responsibilities. The Code gives guidance and support needed for ethical conduct
of business and compliance of law. The Code reflects the values of the Company viz.
Customer Value, Integrity, one team and Excellence,

A copy of the Code has been uploaded on the Company's website. The Code has been
circulated to all the Directors and Management Personnel and its compliance is
affirmed by them annually. A declaration signed by the Company's Managing Director
for die compliance of this requirement is published in this Report.

34-CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BV
INSIDERS

In terms of SEBI (Prohibitions of Insider Trading) Regulations, 2015, as amended
from time to time, the Company has adopted a Code of Conduct for Prevention of
Insider Trading (Insider Code) as approved by the Company's Board. A copy of the
code has been uploaded on the Company's website. Any Insiders (as defined in
Insider Code) Including designated employees & persons and their relatives are, inter-
alia, prohibited from trading In the shares and securities of the Company or counsel
any person during any period when the "'unpublished price sensitive information" are
available with them. The Insider Code also requires pre-clearance for dealing In the
Company's shares and prohibits dealing In Company's shares by the Directors and the
designated employees while In possession of unpublished price sensitive nformation
in relation to the Company and during the period when the Trading Window s dosed.

36. COMPUAHCE_jflfITH^ECBEI&RIAL_STAINOARPS ON BOARD AND ANNUAL

GENERAL MEETINGS.

The Company has complied with Secretarial Standards Issued by the Institute of

Company Secretaries of India on Board meetings and Annual General Meetings,

ANNEXURES FORMING PAKT OF THE DIRECTOR'S REPORT

The Arinexures referred to in this Report and other information which are required to be
disclosed are annexed herewith and form a part of this Report.

35.DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5} of the Companies Act, 2013 the
?card hereby submit its responsibility Statement: —

(a) in the preparation of the annual accounts, the anplicable accounting standards had
been followed along with proper explanation relatingi to material departures;

(b} the directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent sa 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 and loss of the company For that period;

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

(d) the directors had prepared the annual accounts on a going concern basis; and

[as the directors, in the case of a listed company, had laid down internal financial controls
to he followed by the company end that such internal financial controls are adequate and
were operating effectively. -

Internal Financial control means the policies and procedures adopted by the Company for
ensuring the orderly and efficient conduct of its business including adherence to
Company's policies, the safeguarding of its assets, the prevention and detection of frauds
and errors, the accuracy and completeness of the accounting records and the timely
preparation of reliable financial information.

(f) The directors had devised proper systems to ensure compliance with the provisions of
alt applicable laws and that such systems were adequate and operating effectively.

36. ACKNOWLEDGEMENTS

Your directors place on records their sincere thanks to bankers, business associates,
consultants and various Government Authorities for their continued support extended to
your Company's activities during the year under review. Your directors also acknowledge
gratefully the shareholders for their support and confidence reposed an your Company.

For and on Behalf of the Board of Directors
For Fruition Venture Limited

Sdy- Sd/-

Date: 02-09-2024 Nitin Aggarwat Krisban Kumar Aggarwal

Place: New Delhi Managing Director Director

DIN: 01616151 DIN: 02452405

1

SHARES

b) Bonus Shares

Nil Bonus Shares were issued during the year under review,

b) Buyback shares

The Company has not bought back any of its securities during the year under review.

c) Sweat Equity shares

The Company has not issued any Sweat Equity Shares during the year under review.

d) Employees Stock Option Plan

The Company has not provided any Stock Option Scheme to the employees