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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Inventure Growth & Securities Ltd.

Mar 31, 2024

The Board of Directors (hereinafter referred to as the âBoardâ) of your Company are pleased to present to you the 29^thTwenty-Ninth Annual Report of the Company together with Audited Financial Statement of Accounts and the Auditors Report of your Company for the Financial Year ended on 31^st March, 2024.

Financial Results

The Summary of Financial Results for Both Standalone and Consolidated Financial Result for the Financial Year 2023-24 in comparison to Financial Y ear 2022-2023 are given below:

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Gross Income	4816.57	2953.29	6250.73	3901.54
Profit Before Depreciation, Interest & Tax	1514.77	698.41	2447.5	1524.25
Less: Depreciation	65.62	63.91	71.14	80.93
Interest	97.48	31.21	228.43	190.97
Profit Before Exceptional item & Tax	1351.67	603.29	2147.93	1252.34
Add/(less) : Exceptional item	349.25	0	349.25	0
Profit Before Tax	1002.42	603.29	1799.11	1252.34
Current Tax	418.34	177.07	595.29	292.40
Mat Credit entitlement		(41.41)		(41.41)
Deferred Tax	(21.57)	5.87	3.35	33.69
Net Profit(Loss)	605.65	420.35	1200.47	926.26
Profit available for appropriation	605.65	420.35	1200.47	926.26
Less Share of Profit/Loss of Non-Controlling Interest			(0.0004)	0.01
Other Comprehensive income	(6.74)	4.38	86.47	5.16
Total Comprehensive income	598.91	424.73	1286.94	931.42
Balance carried to Balance sheet	5938.91	424.73	1286.94	931.42
Basic and Diluted Earnings Per Share	0.07	0.05	0.14	0.11

OVERVIEW OF COMPANYS FINANCIAL PERFOMANCE.

STANDALONE:

Your company has earned a Profit of Rs.605.65 Lakhs (before OCI) for the current Financial year 2023 -2024 as compare to a profit of Rs. 420.35 Lakhs (before OCI).

CONSOLIDATED:

Your Company has earned a Profit of Rs. 1200.47 Lakhs (before OCI) for the current Financial year 2023 -2024 as compare to a profit of Rs. 926.26 Lakhs (before OCI)

CHANGE IN NATURE OF BUSINESS.

There is no change in nature of business of the Company.

INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY.

The information on the affairs of the Company has been given in Management Discussion and Analysis Report forming part of the Annual Report.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION O F THE COMPANY.

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year 2023-2024 and the date of this report EXCEPT as stated below:

1. RESIGNATION OF M/S PPV & CO., (STATUTORY AUDITOR OF INVENTURE GROWTH AND SECURITIES LIMITED (âTHE COMPANYâ):

The Members at the Annual General Meeting held on 26^th December 2020 appointed M/S PPV & Co., (Firm Registration No 153929W) Chartered Accountants Mumbai, as Statutory Auditors of the Company, for first term of 5 years up to the Conclusion of Annual General Meeting to be held for the financial year 2024-25, however vide their resignation letters dated July 18, 2024, they have informed the Board regarding their inability to continue as the Statutory Auditor of your Company.

REASONS FOR RESIGNATION:

M/S PPV & Co., Chartered Accountants, decided of withdrawing their presences from audit practice under the existing proprietary firm structure and thereby discontinue with the audit and assurance practice, accordingly in view of the above decision the firm has tendered their resignation as the Statutory Auditor of your Company.

ACTIONS TAKEN BY THE BOARD:

The Board took the note of the comments made by Audit Committee in respect that the statutory auditors have not raised any concern or issue and there is no other reason other than as mentioned in the resignation letter.

Thereafter the Board at their meeting held on July 18, 2024, on the recommendation of the Audit Committee, has approved the appointment of M/s. CGCA & Associate LLP, Chartered Accountants (Firm Registration no. 123393W/W100755, LLPIN: AAX-4139) as the Statutory Auditor of the Company to fill the casual vacancy caused in the office of Statutory Auditor and recommended the said appointment for the approval of membersâ at the ensuing Annual General Meeting.

2. RESIGNATION OF M/S. PHD & ASSOCIATES., (STATUTORY AUDITOR OF INVENTURE FINANCE PRIVATE LIMITED (âIFPLâ) OR ("MATERIAL SUBSIDIARY") OF THE COMPANY:

The Members of the material subsidiary at the Annual General Meeting held on 26 ^th December 2020 appointed M/s. PHD & Associates (Firm Registration number: 111236W) Chartered Accountants, as Statutory Auditors of IFPL, for their second term of 5 years up to the Conclusion of Annual General Meeting to be held for the financial year 2024 -25, however vide their resignation letters dated August 14, 2024, they have informed their inability to continue as the Statutory Auditor of IFPL.

SHARES.

Your Company has not issued any bonus Shares, securities with Differential Voting Rights, any SWEAT Equity, any Employee Stock Option or any preferential issue or Warrants or warrants Convertible into Equity Shares nor brought back any securities from Market.

DETAILS OF SHARES ISSUED POST THE END OF FINANCIAL YEAR 2023-24:

The Board of Directors of the Company at its meeting held on 21^st August 2024, considered and approved the allotment of 21,00,00,000 fully paid up Equity Shares by the way of Right Issue to the existing shareholders of the Company of face value of Re. 1/- each for cash at a price of Rs. 2.33/- per Equity Share including a share premium of Rs. 1.33/- per Equity Shares.

SUBSIDIARIES COMPANIES

The Company along with its subsidiaries offers a diversified range of services viz. lending and allied activities, merchant banking services, insurance services, wealth management services, real estate, and commodities trading.

The Company has total Six (6) Subsidiaries Companies as on date of this report Viz. "

Inventure Finance Private Limited Inventure Commodities Limited Inventure Wealth Management Limited Inventure Insurance Broking Private Limited Inventure Merchant Banker Services Private Limited Inventure Developers Private Limited.

The Company does not have any associate Company or joint venture as on date of this report.

The Company has consolidated its accounts with all the subsidiaries as required by Companies Act, 2013 and SEBI (LODR), Regulation 2015. The individual Financial Statement of all the above mentioned subsidiaries are placed on the website of the Company and can be easily accessed at

https://www.inventuregrowth.com/investorrelation?categoryId=3&subcategoryId=2 The Inventure finance private limited is the material subsidiary of the company as on the date of this report. Performance and financial position of each Subsidiaries:

As required under Rule 5 and Rule 8(1) of the Companies (Accounts) Rules, 2014, a report on the highlights of performance of subsidiaries and their contribution to the overall performance of the Company has been appended as âAnnexure Aâ to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS.

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 read with Schedule V of the Listing Regulations is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE REPORT.

The Company is committed to maintain highest standards of corporate governance aligned with the best practices. Pursuant to applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed report on Corporate Governance forms part of this Report. The Company is in compliance with the various requirements and disclosures that have to be made in this regard. A certificate from the Auditor confirming compliance of the conditions of Corporate Governance as stipulated under the Listing Regulations is annexed and forms part of the Annual Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE.

There are no such significant and Material orders passed by the regulators or courts tribunals impacting the going concern status and Companies operations in future except there are some penalties & inspections which were ordered by Stock Exchanges which are as follows:

Sr.

No.

Action taken by

Details of violation

Details of action taken e.g. fines, warning letter, debarment etc.

SEBI vide its order dated 06/08/2018

Regulation 57(1)&(2) read with clause 2(VII)(G) & (XVI)(B)(2) of Part A of Schedule VIII of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (SEBI (LODR), 2018)

Section 12A(a),(b),(c) of the Securities and Exchange Board of India Act, 1992 (SEBI Act, 1992) read with Regulations 3(b),(c),(d), 4(1), 4(2)(k) & (r) of the SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003. (SEBI (PFUTP) Regulations, 2003)

Under section 11, 11(4), & 11B of SEBI Act, 1992 SEBI has passed order dated 6^th August 2018 wherein it has directed that;

a. the Company Directors

b. Nagji K Rita

c. Virendra D Singh

d. Kanji B Rita

e. Vinod K Shah

f. Pravin M Gala

g. Arun N Joshi

h. Srinivasaiyer Jambunathan

i. Harshavardhan M Gajbhiye

j. Ajay Khera

k. Deepak M Vaishnav

l. Arvind Gala (CFO)

m. Bhavi Gandhi (CS)

shall not access the securities market or buy, sell or otherwise deal in the securities market, either directly or indirectly for a period of 4 years from the date of this order.

All the directors as mentioned above shall not associate themselves with any listed company or company proposing to list, or any registered intermediary, in the capacity of a director, key management personnel or partner (in case of a partnership firm) for a period of 4 years, with effect from January 1, 2019.

The Company shall ensure that the board of directors is reconstituted to give effect to the aforesaid directions in order to ensure the smooth functioning of the Company.

CFO & CS were warned/ cautioned to exercise due care &

Sr. No.	Action taken by	Details of violation	Details of action taken e.g. fines, warning letter, debarment etc.
			diligence, in future. SEBI vide its order dated 9^thAugust 2018 has allowed the Company from closing their respective open position at the earliest without any further rollover but fresh positions shall not be allowed to be opened. SEBI has conducted hearing on 25/03/2019 for adjudication proceeding against the Company for the above mentioned matter and the order on the same is awaited.
2.	SEBI vide its Order dated 30.08.2019	Section 12 A (a), (b), (c) of SEBI Act, 1992 and Regulations3 (b), (c), (d), 4(1), 4(2)(f), (k)and (r) of the SEBI (PFUTP)Regulations Regulations 57 (1) and 57 (2)(a) read with Clause 2 (VII) (G)and (XVI) (B) (2) of part A ofschedule VIII and 60 (4) of theSEBI (ICDR) Regulations.	SEBI imposed Penalty as under: a. The Company-INR50,00,000/- Directors b. Nagji K Rita INR 10,00,000/- c. Virendra D Singh INR 10,00,000/- d. Kanji B Rita INR 10,00,000/- e. Vinod K Shah INR 10,00,000/- f. Pravin M Gala INR 10,00,000/- g. Arun N Joshi INR 3,00,000/- h. SrinivasaiyerJambunathanINR 3.00. 000/- i. Harshavardhan M GajbhiyeINR 3,00,000/- j. Ajay Khera INR 3,00,000/- k. Deepak M Vaishnav INR 3.00. 000/- l. Arvind Gala (CFO) INR 2.00. 000/- m. Bhavi Gandhi (CS) INR 2,00,000/- 1) The Company INR 25.00. 000/-Directors 2) Nagji K Rita INR 5,00,000/- 3) Virendra D Singh INR 5.00. 000/- 4) Kanji B Rita INR 5,00,000/- 5) Vinod K Shah INR 5,00,000/- 6) Pravin M Gala INR 5,00,000/- 7) Arun N Joshi INR 2,00,000/- 8) SrinivasaiyerJambunathanINR 2.00. 000/- 9) Harshavardhan M GajbhiyeINR 2,00,000/- 10) Ajay Khera INR2,00,000/- 11) Deepak M Vaishnav INR 2,00,000/- 12) Arvind Gala (CFO) INR 1,00,000/- 13) Bhavi Gandhi (CS) INR 1,00,000/-
3.	SEBI email dated 01.07.2020 and 02.07.2020	Sections 11, 11(4) and 11B read with Section 19 of the SEBI Act, 1992	The Company, Inventure Growth & Securities Limited is restrained from accessing security market as an Intermediary as well for a

Sr. No.	Action taken by	Details of violation	Details of action taken e.g. fines, warning letter, debarment etc.
			period of Two Years from the date of the Order and issued Directions to immediately Square off the F & O Position of Clients in relation to show cause notice dated April 30, 2015 which was issued after a lapse of 7 years for the alleged trading during the investigation period of 01.06.2008 to 20.12.2008.
4.	Notice from SEBI vide letter No. EFD1/ MIRSD/ ENQ/ DRA2/ 04/ 20-21/ 3613/ 1/ 2021 dt. 27.01.2021 recd. On 15.02.2021	Rule 27(1) of the SEBI (Intermediaries) Regulations, 2008 for conducting enquiry by SEBI	N. A.
5.	Show cause Notice dt. 04.02.2022 recd. on 11.02.2022 under Rule 4(1) of the SEBI (Procedure for holding inquiry and imposing penalty) Rules, 1995 in the matter of trading activities of certain entities in Index options contracts of NIFTY.	Rule 4(1) of the SEBI Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995	Based on Notice Company has to file reply on Notice stating that why inquiry should not be held against the Company in terms of Rule 4 of the SEBI (Procedure for holding inquiry and imposing penalties) Rules, 1995 read with section 15I of SEBI Act.
6.	BSE Inspection has issued letter number L/DOBS/ KM-275/ IR/ 2023 - 2024/57 dated 18/04/2023 for the inspection period FY 21-22.	Exchange has observed the following violation Exchange has observed mismatch while comparing Back office holding file with NSDL and CDSL holdings as on March 31, 2022 Unmoved creditors found between 2 quarter as on 31/12/2021 & 31/03/2022 Misutilisation of clients funds found during the inspection period, as G Negative found by auditor for 30 dates. Net worth as on 31/03/22 has not consider the advance to suppliers value, while deriving the net worth which resulted in short deduction (net) of Rs.18,79,505 /- which will reduce the net worth from Rs.87,48,17,697/- (as per submission) to Rs. 87,29,38,192 While comparing three half yearly Net worth, it is observed that Net worth increases y 64.08 % in March 31, 2022, as compared to September 30, 2022, and Net worth increases by 3.52 % in	BSE Inspection team has passed the final penalty order dated 29/11/2023 vide reference number L/DOBS/JB-275/IR/2023-2024/2610, wherein exchange has levied penalty of Rs. 45,000/- in the matter of non-settlement of clients funds.

Sr. No.	Action taken by	Details of violation	Details of action taken e.g. fines, warning letter, debarment etc.
		September 30, 2022 as compared to March 31, 2022
7.	MCX Inspection issued observation letter to IGSL for books of accounts, other records and documents for the period from April 01,2021 to March 31,2022 vide letter number MCX/INSP/SM/22-23/1667 dated -24th March 2023.	Exchange has observed the following violation Non settlement of funds and securities of clients at least once in a calendar quarter or month. The gap between two running account settlements is more than 90/30 days as per the choice of client. Member has not returned funds of clients who have not traded for 30 days. Member has passed penalty for Upfront margin requirements in compliance to the rules and guidelines prescribed by the Exchange/ Clearing Corporation Member has marked incorrect Mobile Number uploaded in Unique Client Code (UCC) database. Member has not identified all inactive client accounts and marked / flagged as Inactive in UCC database of all the respective Exchanges. Observations in past by SEBI/MCX inspection conducted are repeated. The gap between two running account settlements is more than 90/30 days as per the choice of client. Member has not taken corrective steps to rectify the deficiencies observed in the inspection carried out by the SEBI/Exchange. Further Member has not complied with the qualifications/violations made in last SEBI/Exchange inspection report.	Order awaited from MCX Inspection team
8.	NSE has issued show cause notice to Inventure Growth & Securities Limited vide letter no. NSE/IN SP/CMF OCD S/REG/21 -22/9017/2021-9220/2022-10869 Dated 07th June 2022	Following violation has been observed by NSE Inspection team. The Noticee used the funds of credit balance clients to	MCGFC Committee has pass the penalty order of Rs. 58.62 lakh as on 28/04/2023, wherein we filled the review application with supporting documents as on 15/05/2023. Further additional

Sr. No.	Action taken by	Details of violation	Details of action taken e.g. fines, warning letter, debarment etc.
		September 30, 2022 as compared to March 31, 2022
7.	MCX Inspection issued observation letter to IGSL for books of accounts, other records and documents for the period from April 01,2021 to March 31,2022 vide letter number MCX/INSP/SM/22-23/1667 dated -24th March 2023.	Exchange has observed the following violation Non settlement of funds and securities of clients at least once in a calendar quarter or month. The gap between two running account settlements is more than 90/30 days as per the choice of client. Member has not returned funds of clients who have not traded for 30 days. Member has passed penalty for Upfront margin requirements in compliance to the rules and guidelines prescribed by the Exchange/ Clearing Corporation Member has marked incorrect Mobile Number uploaded in Unique Client Code (UCC) database. Member has not identified all inactive client accounts and marked / flagged as Inactive in UCC database of all the respective Exchanges. Observations in past by SEBI/MCX inspection conducted are repeated. The gap between two running account settlements is more than 90/30 days as per the choice of client. Member has not taken corrective steps to rectify the deficiencies observed in the inspection carried out by the SEBI/Exchange. Further Member has not complied with the qualifications/violations made in last SEBI/Exchange inspection report.	Order awaited from MCX Inspection team
8.	NSE has issued show cause notice to Inventure Growth & Securities Limited vide letter no. NSE/IN SP/CMFOCD S/REG/21 -22/9017/2021-9220/2022-10869 Dated 07th June 2022	Following violation has been observed by NSE Inspection team. The Noticee used the funds of credit balance clients to	MCGFC Committee has pass the penalty order of Rs. 58.62 lakh as on 28/04/2023, wherein we filled the review application with supporting documents as on 15/05/2023. Further additional

Sr. No.	Action taken by	Details of violation	Details of action taken e.g. fines, warning letter, debarment etc.
		(RBS) Incorrect data submitted towards the weekly monitoring of client funds
10.	NSE Inspection issued observation letter to IGSL for books of accounts, other records and documents for the period from January 01, 2022 to December 31, 2022 vide letter number NSE/INSP/CMFOCDS/REG/22-23/LO/09017/2023-24127 dated -10^th April 2023.	Non settlement of client funds Incorrect reporting of margin/ MTM loss collection from clients to Exchange Treatment of Inactive account Non-mapping of all back-office/trading client co des (if any) with the unique client code (PAN), uploaded to the Exchange for clients. Mismatch in email ids and mobile numbers uploaded to the Exchange Common email id and/or mobile number uploaded for more than one client Non-issuance of statement of accounts & retention statement at the time of settlement of client accounts.	NSE Inspection team has passed the final penalty order dated 24/11/2023 vide reference number NSE/INSP- ENF/CMFOCD S/REG/22-23/ACT/09017/2023 -24127, wherein exchange has levied penalty of Rs. 83,000/- in the matter of Mismatch of Email id/Mobile number, Common Email/Mobile number uploaded for more than one client and Non issuance of Retention statement to clients.
11.	BSE Inspection schedule for the Inspection Period April 2022 to March 2023 intimation email received on 14/07/2023	The following are the prima facie observations based on sample checking Client registration process (kyc and kra process) Ucc verification Periodic settlement of funds Margin verification Unmoved creditors Clients funds & securities Net worth verification	DThe following are the prima facie observations based on sample checking DClient registration process (kyc and kra process) DUcc verification DPeriodic settlement of funds DMargin verification DUnmoved creditors DClients funds & securities Net worth verification
12.	MCX Inspection schedule for the Inspection Period April 2022 to March 2023 intimation email received on 27/06/2023	CKYC Identifier has not been communicated to any of the registered clients Contract Notes not dispatched / delivered to clients within 24 hours. Member has not returned funds of clients who have not traded for 30 days. Member has sent incorrect retention statements to the client Trading member has not correctly reported to the Exchange the requirement on Settlement of Running Account of Client''s Funds lying with Trading Member	DCKYC Identifier has not been communicated to any of the registered clients DContract Notes not dispatched / delivered to clients within 24 hours. DMember has not returned funds of clients who have not traded for 30 days. DMember has sent incorrect retention statements to the client DTrading member has not correctly reported to the Exchange the requirement on Settlement of Running Account of Client''s Funds lying with Trading Member DMember has passed on the penalty w.r.t. short collection of upfront margins (Initial Margin!

Sr.

No.

Action taken by

Details of violation

Details of action taken e.g. fines, warning letter, debarment etc.

Member has passed on the penalty w.r.t. short collection of upfront margins (Initial Margin! Peak Margin) to client (where not permissible).

Member has not correctly reported day-wise balance (as per the bank statement).

Observations in past by MCX inspection conducted are repeated.

Observations of past internal audit report are repeated.

It is observed that observation in past by MCX inspection conducted are repeated

It is observed that member has not taken corrective steps to rectify the deficiencies observed in the internal audit report.

Peak Margin) to client (where not permissible).

DMember has not correctly reported day-wise balance (as per the bank statement). DObservations in past by MCX inspection conducted are repeated.

DObservations of past internal audit report are repeated.

DIt is observed that observation in past by MCX inspection conducted are repeated.

It is observed that member has not taken corrective steps to rectify the deficiencies observed in the internal audit report.

13.

MCX Inspection observation letter received for the inspection period April 2021 to March 2022 for trading date 24/03/2023

Non Settlement of funds and securities of clients at least once in a calendar quarter or month, as per the preference of the client or the gap between two running account settlements is more then 90/30 days as per the choice of client.

Member has not returned funds of clients who have not traded for 30 days.

Member has passed penalty upfront margin requirements in compliance to the rules and guidelines prescribed by the Exchange I Clearing Corporation.

Observations in past by SEBIMCX inspection conducted are repeated:

The gap between two running account settlements is more than 90/30 days as per the choice of client.

.Member has not taken corrective steps to rectify the deficiencies observed in the inspection carried out by the SEBI I Exchange. Further Member has not complied with the

Member reply filled as on 13 ^thApril 2023 and Final order received on 08/09/23, wherein exchange has levied penalty of Rs. 67500/- advice warning.

Sr.	Action taken by	Details of violation	Details of action taken e.g. fines,
No.			warning letter, debarment etc.
		qualifications I violations made in last SEBI I Exchange inspection report.
14.	SEBI Show Cause Notice	Trading activities of certain	Penalty for unfair trade practice
	received bearing ref. no.	entities in index options	15HA & 15HB.
	EAD5/MC/HP/4766/ /2022	contracts of
	dated 4 February 2022 in the matter of trading activities of certain entities in Index options contracts of NIFTY (âSCNâ) for the Investigation period 1.01.2014 to 1.01.2015	NIFTY
15.	NSE has conducting Offsite	It was observed that,	It was observed that, Trading
	inspection (CMFOCDS) for the	Trading member has not	member has not correctly reported
	period of April 2023 to	correctly reported the data	the data towards the weekly
	December 2023.	towards the weekly	monitoring of client funds
		monitoring of client funds	It was observed that, Trading
		It was observed that,	member has sent retention
		Trading member has sent	statement, however there were
		retention statement, however there were	material discrepancies observed
		material discrepancies	It was observed that, Trading
		observed	member has made pay-out of funds to clients in excess of their
		It was observed that,	balances.
		Trading member has made pay-out of funds to clients	It was observed that Trading
		in excess of their balances.	member has delayed in sending an intimation including the details
		It was observed that	about the transfer of funds to
		Trading member has	clients by SMS at the time of
		delayed in sending an	running account settlement of
		intimation including the details about the transfer of	funds.
		funds to clients by SMS at	It was observed that, Trading
		the time of running account	member has not returned funds to
		settlement of funds.	clients, who have credit balance and not done any transaction in
		It was observed that, Trading member has not returned funds to clients, who have credit balance and	the 30 calendar days since the last transaction, within 3 working days.
		not done any transaction in	It was observed that, Trading
		the 30 calendar days since	member has not correctly reported
		the last transaction, within 3	margin/ MTM loss collection
		working days.	from its clients to the Exchange
		It was observed that,	It was observed that, Trading
		Trading member has not	Member is not maintaining the
		correctly reported margin/	payout request received from the
		MTM loss collection from	clients for part payment of credit
		its clients to the Exchange	balance clients
		It was observed that,	It was observed that, the trading
		Trading Member is not	member has not maintained
		maintaining the payout	appropriate relationship for the
		request received from the	email and mobile mapped against

Sr.	Action taken by	Details of violation	Details of action taken e.g. fines,
No.			warning letter, debarment etc.
		clients for part payment of	client.
		credit balance clients	It is deemed that Contract note are
		It was observed that, the	not delivered to clients within 24
		trading member has not	hours as multiple clients are
		maintained appropriate relationship for the email	mapped to single email ID.
		and mobile mapped against	It was observed that, Trading
		client.	member has engaged as a principal in a business other than
		It is deemed that Contract	that of securities involving
		note are not delivered to	personal financial liability.
		clients within 24 hours as multiple clients are mapped to single email ID.	It was observed that, Trading member has not maintained proper client ledgers.
		It was observed that, T rading member has	It was observed that, Trading
		engaged as a principal in a	member has not issued statement
		business other than that of	of accounts to clients.
		securities involving	It was observed that, Trading
		personal financial liability.	member has incorrectly reported
		It was observed that,	cash and Cash Equivalent
		Trading member has not	It was observed that, Trading
		maintained proper client	member has not correctly reported
		ledgers.	the data towards "Segregation and
		It was observed that,	Monitoring of Collateral at Client
		Trading member has not	Level" to their respective Clearing
		issued statement of	Member
		accounts to clients.	It was observed that, adequate
		It was observed that,	margin has not been collected by
		Trading member has	the Member in the form of cash,
		incorrectly reported cash	cash equivalent or Group I equity
		and Cash Equivalent	shares, with appropriate hair cut
		It was observed that,	It was observed that Trading
		Trading member has not	Member has not complied with
		correctly reported the data	the requirement of uploading the
		towards "Segregation and	KYC information with the SEBI
		Monitoring of Collateral at	registered KRAs for all new
		Client Level" to their	clients within 10 days from the
		respective Clearing Member	date of registration.
		It was observed that,	It was observed that running
		adequate margin has not	account authorization taken by
		been collected by the	trading member from client(s) is
		Member in the form of	signed by client only and does not
		cash, cash equivalent or	contains a clause which explicitly
		Group I equity shares, with	allows a client to revoke the said
		appropriate hair cut	authorization at any time.
		It was observed that	It was observed that Member has
		Trading Member has not	not complied with respect to SEBI
		complied with the	circular on Execution of ''Demat
		requirement of uploading	Debit and Pledge Instruction'' fc^rj

Sr. No.	Action taken by	Details of violation	Details of action taken e.g. fines, warning letter, debarment etc.
		the KYC information with the SEBI registered KRAs for all new clients within 10 days from the date of registration. It was observed that running account authorization taken by trading member from client(s) is signed by client only and does not contains a clause which explicitly allows a client to revoke the said authorization at any time. It was observed that Member has not complied with respect to SEBI circular on Execution of ''Demat Debit and Pledge Instruction'' for transfer of securities towards deliveries /settlement obligation and pledging/repledging of securities. It was observed that Member has not maintained client registration documents containing all the prescribed mandatory documents and all fields properly filled up. It is observed that member has not submitted corporate governance related data	transfer of securities towards deliveries /settlement obligation and pledging/repledging of securities. It was observed that Member has not maintained client registration documents containing all the prescribed mandatory documents and all fields properly filled up. It is observed that member has not submitted corporate governance related data
16.	BSE has conducting onsite LPI inspection of our AP Mitra Solanki and sending LOA letter L/DOBS/JB-275/IR/2023-2024/3334 Dated 19/03/2024	The following information/documents not displayed by the Authorization person a. Notice Board b. SEBI Registration Certificate and c. Information about the grievance redressal mechanism is not displayed at the terminal location. d. Client visit register is not maintained. e. Compliant register is not maintained	The following information/documents not displayed by the Authorization person a. Notice Board b. SEBI Registration Certificate and c. Information about the grievance redressal mechanism is not displayed at the terminal location. d. Client visit register is not maintained. e. Compliant register is not maintained
17.	Consumer court has issued a notice on behalf of client Arun Vora to attend the court on 10/05/2024,	Dispute matter related to mode of dispatch of contract note.	None 30

TRANSFER TO RESERVE.

During the year 2023-2024 your Company has not transfer any amount to reserve.

DIVIDEND

Your company has not proposed any dividend for the Financial Year 2023-2024.

BOARD OF DIRECTOR, COMMITTES AND KEY MANAGERIAL PERSONAL Composition of Board

The composition of the Board of the Company is in accordance with the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, with an optimum combination of Executive, Non-Executive and Independent Directors.

The Board of the Company has 6 (SIX) Directors comprising of 1 (One) Executive Chairman and Managing Director, 1 (One) Whole-time Directors, 1 (One) Executive Director and 3 (Three) Independent Directors. The complete list of Directors of the Company has been provided in the Report on Corporate Governance forming part of the Annual Report.

The Directors on the Board of the Company are persons with proven competency, integrity, experience, leadership qualities, financial and strategic insight. They have a strong commitment to the Company and devote sufficient time to the Meetings.

Director liable to retire by rotation

Section 152 of the Act provides that unless the Articles of Association provide for the retirement of all directors at every AGM, not less than two-third of the total number of directors of a public company (excluding the Independent Directors) shall be persons whose period of office is li able to determination by retirement of directors by rotation. Accordingly, Mr. Kamlesh S. Limbachiya (DIN: 02774663) will retire by rotation at the ensuing AGM and being eligible, have offered himself for re -appointment. The brief profile of Mr. Kamlesh S. Limbachiya is included in the notice of the AGM of the Company forming the part of this Report.

Meetings of the Board

During the year under review, the Board met 4 (Four) times to discuss and approve various matters including financials, Right Issue and other businesses. For further details, please refer to the Report on Corporate Governance forming part of the Annual Report. The maximum interval between any two meetings did not exceed 120 (One Hundred and Twenty) days, as prescribed in the Companies Act, 2013 and the Listing Regulations.

Committees of Board

The Board has set up various Committees in compliance with the requirements of the business relevant provisions of applicable laws and layered down well documented terms of references of the Committees. Details with respect to the Composition, terms of reference and number of meetings held, etc. are included in the Report on Corporate Governance forming part of the Annual Report.

During the year under review, all the recommendations/submissions made by the Audit Committee and other Committees of the Board were accepted by the Board.

Separate Meeting of Independent Directors

As stipulated in the Code of Conduct for Independent Directors under the Companies Act, 2013 and the Listing Regulations, a separate Meeting of the Independent Directors of the Company was held on February 05, 2024 to review the performance of Non-Independent Directors (including the Chairman) and the Board as a whole. The Independent Directors also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board, which is necessary to effectively and reasonably perform and discharge their duties.

Declaration by Independent Directors

All the Independent Directors of your Company have submitted their declaration of independence, as required, pursuant to the provisions of Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the Listing Regulations, stating that they meet the criteria of independence, as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations and are not disqualified from continuing as Independent Directors of your Company. Further, veracity of the above declarations has been assessed by the Board, in accordance with Regulation 25(9) of the Listing Regulations. The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite qualifications, expertise & experience (including the proficiency) and competency in the business & industry knowledge, financial expertise, digital & information technology, corporate governance, legal and compliance, marketing & sales, risk management, leadership & human resource development and general management as required to fulfill their duties as Independent Directors.

Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors have confirmed that they have registered themselves with databank maintained by the Indian Institute of Corporate Affairs ("IICA"). These declarations/ confirmations have been placed before the Board. The Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA within a period of 2 (Two) years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption. Accordingly, Mr. Surji Chheda and Mr. Pathik Shah are exempt to pass the online proficiency self-assessment test pursuant to the proviso of Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Mr. Rekhchand Thanvi has booked a slot to appear for the exam on 30^th July, 2024.

Key Managerial Personnel.

As on 31^st March, 2024, Following are the Key Managerial Personnel.

D Mr. Kanji B. Rita -Chairman and Managing Director D Mr. Kamlesh S. Limbachiya- Whole-Time Director D Mrs. Lasha M. Rita- Director

D Ms. Shikha A. Mishra- Company Secretary and Compliance Officer D Mr. Arvind J. Gala- Chief Financial Officer

F amiliarization Programmes

The Company has formulated a policy on âfamiliarization programme for independent directorsâ. Accordingly, upon appointment of an Independent Director, the appointee is given a formal Letter of Appointment, which inter alia, explains the role, function, duties and responsibilities expected as a Director of the Company.

Further, the Company also familiarize the Independent Directors with the Company, their roles, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company, various businesses in the group etc. The Director is also explained in detail the compliance required from him under the Act and the Listing Regulations. Further, on an ongoing basis as a part of Agenda of Board / Committee Meetings. Meetings are done on regular basis to inform the Independent Directors on various matters inter-alia covering the business strategies, management structure, management development, quarterly and annual results, review of Internal Audit, risk management framework, operations of subsidiaries.

COMPANYâS POLICY ON DIRECTORâS APPOINTMENT AND REMUNERATION

Section 178 of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of the Listing Regulations, as amended from time to time, requires the Nomination and Remuneration Committee (âNRCâ) to formulate a Policy relating to the remuneration for the Directors, Key Managerial Personnel (âKMPâ), Senior Management and other employees of the Company and recommend the same for approval of the Board.

Appointment Criteria and Qualifications:

1. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or Senior Management and recommend to the Board his

/ her appointment.

2. A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient/ satisfactory for the concerned position.

3. The Company shall not appoint or continue the employment of any person as Managing Director/Whole-time Director/Manager who has attained the age of seventy years.

Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

The Companyâs Policy relating to Policy for Remuneration of the Directors, Key Managerial Personnel and Other Employees Annexure- B and is attached to this report.

Evaluation of Boards Performance:

Nomination and Remuneration Committee evaluated the performance of Board as a Whole and Independent Director. In their separate meeting evaluates the performance of Individual directors and chairman of the company. The criteria of performance evaluation are a ranking system i.e. by allocating ranking from 1 - 5 based on the skills such as participation in the meeting, contribution at the meeting, knowledge and skills, discharging own role, functions and duties and personal attributes. Evaluation of Performance of the Board, its committees, every Director and Chairperson, for the financial year 2023 -2024 has been conducted at the NRC Meeting and Independent director meeting.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

a) That in the preparation of the annual financial statements for the year ended 31 ^st March 2024, the applicable Indian Accounting Standards have been followed along with proper explanation relating to material departures, if any;

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

c) That proper and sufficient care has been taken for 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) That the annual financial statement has been prepared on a going concern basis;

e) That internal financial control has been laid down to be followed by the Compan y and the internal financial control are adequate and are operating effectively;

f) That systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively.

AUDITORS AND AUDITORS REPORT

A. STATUTORY AUDITORS

The Members at the Annual General meeting held on 26^th December 2020 appointed appoint M/S PPV & Co., (Firm Registration No 153929W) Chartered Accountants Mumbai, as Statutory Auditors of the Company), for a term of 5 consecutive years up to the Conclusion of Annual General Meeting to be held for the financial year 2024-25.

The Audit Committee reviews the independence and objectivity of the Auditors and the effectiveness of the Audit process.

Reporting of Fraud

During the year under review, the internal team of the Company has found that employee of the company has committed fraud over a period of time by siphoning Company''s depository income aggregating to Rs 117.50 lacs and fraudulently transferring securities from certain DP accounts to his personal DP account.

Actions taken by the Management:

FIR was lodged against the fraudulent employee of the Company with the jurisdictional police.

Statutory Auditorsâ Report

The Statutory Auditorsâ Report issued by M/s. PPV &Co. Chartered Accountants, for the year under review contains following qualification, reservations, adverse remarks or disclaimer.

Qualification on Standalone Basis

We refer to note no. 3 to the Standalone financial results in respect of Exceptional item for which provision of Rs. 349 lakhs is made by the company on account of fraud committed on the company, by its employee. Since the company has not initiated a forensic audit for detailed investigation of the fraud, pending conversion of police compliant into First Information Report (FIR) and an inspection report of CDSL is awaited in respect of the alleged transfer of clientâs securities as on the date of this report, we are unable to comment on the quantum of the fraud and its expanded scope of operations which may include involvement of the securities of other clients. In the absence of sufficient appropriate audit evidence, we are unable to comment on the adequacy of the provision made for the year ended 31 March, 2024.

Company Reply: we have done a special audit through our internal audit on our DP process the report was issued on 17^th May, 2024 and we have filled a police complaint and we are in touch with police authority for further course of action.

Qualification on Consolidated Basis

1. We refer to note 3 to the consolidated financial results in respect of Exceptional Item for which provision of Rs. 349 Lakhs is made in Holding company on account of fraud committed on the Holding Company, by its employee. Since the Holding Company has not initiated a forensic audit for detailed investigation of the fraud, pending conversion of police compliant into First Investigation Report (FIR) and an inspection report of CDSL is awaited in respect of the alleged transfer of clientâs securities as on the date of this report, we are unable to comment on the quantum of the fraud and its expanded scope of operation which may include involvement of the securities of other clients. In the absence of sufficient appropriate audit evidence, we are unable to comment on the adequacy of the provision made for the year ended 31 March, 2024.

2. In one of the Subsidiaries of the Holding Company viz Inventure Finance Pvt. Ltd., the other auditor who audited the financial results of the subsidiary has issued a qualified audit report as under:

âThe Company has not applied Expected Credit Loss (ECL) model for estimating the provisions required to be made against loans given, as per the requirements of Ind AS 109 - Financial Instruments, and Reserve Bank of India''s Master Direction, âReserve Bank of India (Non-Banking Financial Company -Scale Based Regulation) Directions, 2023â bearing reference RBI/DoR/2023-2024/106 DoR.FIN.REC.NO.45/03.10.119/2023-2024 dated 19^th October 2023 and updated on 21^st March, 2024, due to which, we are unable to ascertain the possible impact of financial results.â

Company Reply: we will apply the provisions from coming financial year and take precautionary action not to repeat same in future.

Emphasis of Matter

In this regard, attention is drawn to:

1. The Note 4 to the Standalone financial results regarding the company having pledged its term deposits aggregating to Rs. 1,198.89 Lakhs for its wholly owned subsidiary to avail overdraft facility, with an outstanding amount of Rs. 907.17 Lakhs as at year end.

2. Security Deposit given to Dhairya Management Services Pvt. Ltd. being a related party transaction Rs. 500 Lakhs.

3. Attention is drawn to Note 5 to the standalone financial results in respect of investments of Rs.

6,649 Lakhs in Wholly owned subsidiaries. ³⁵

The Management does not expect any material impact on the standalone financial results for the year ended 31 March, 2024 in respect ofthe above matter.

Our opinion is not modified in respect of this matter.

A. INTERNALAUDITORS

The Company continues to engage M/s. SHAH & RAMAIYA Chartered Accountants as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on ongoing basis to improve efficiency in operations.

B. SECRETARIALAUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed D. M. Zaveri& Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as Annexure-C (1).

Secretarial Auditors Report:

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except as follows: -

a) There was delay in compliance of Regulation 6(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (âthe SEBI (LODR) Regulations, 2015â) w.r.t. appointment of qualified company secretary who act as a Compliance Officer of the Company, Ms. Bhavi Gandhi had resigned as Company Secretary and Compliance Officer effective 13 January 2023 and the Company has appointed Ms. Shikha Mishra as the Company Secretary of the Company effective 20 June 2023.

b) During the year under review, the prior approval of shareholders under regulation 23 of the SEBI (LODR) Regulations, 2015 was not obtained in respect of material related party transaction security deposit of Rs.500 Lakhs given to Dhairya Management Services Pvt. Ltd., a related party of the Company. As represented by the management, the said approval is proposed to the shareholders in the ensuing Annual General Meeting to be held during year 2024.

c) An unpaid/ unclaimed dividend of Rs. 10,000 declared and paid for the financial year 2011-12 not yet transferred to the Investor Education and Protection Fund (âIEPFâ) as on 31st March 2024. As represented by the management, the Company is in process for transferring the said amount to the IEPF.

Secretarial Audit of Material Subsidiaries

In terms of Regulation 24A of the Listing Regulations, the Secretarial Audit Report of material subsidiaries i.e. Inventure Finance Private Limited received from their respective Secretarial Auditors for the is annexed herewith as Annexure-C (2).

MAINTAINANCE OF COST RECORDS

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

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance on sexual harassment at workplace. The Company has formulated a Policy on Prevention of Sexual Harassment at Workplace and has also constituted an Internal

Complaints Committee (âICCâ) as stipulated by the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. Appropriate reporting mechanisms are in place for ensuring protection against Sexual Harassment and the right to work with dignity.

During the year under review, ICC had not received any complaint relating to sexual harassment ANNUAL RETURN

Pursuant to section 134(3)(a) and Section 92(3) of Companies Act, 2013 read with relevant Rules framed thereunder, The Annual Return of the Company in E-form MGT -7 is available on the website of the Company at https://www.inventuregrowth.com/investorrelation?categoryId=6&subcategoryId=18

LOANS, GUARANTEE AND INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT, 2013

Details of loans, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on 31^st March, 2024, are set out in Note no. 38 to the Standalone Financial Statements forming part of this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Arrangements or Contracts entered by the Company during the financial year with related parties were on an armâs length basis and in the ordinary course of business. All related party transactions are placed for approval before the Audit Committee and also before the Board wherever necessary in compliance with the provisions of the Act and Listing Regulations. During the year under review Company has not entered any contracts or arrangements with related party except the approval taken form the Audit committee on 9^th February, 2023, Board on 30^th January, 2023 and shareholdersâ approval through postal ballot was taken on 24^th March, 2023 for purchase of office premises from K. R. Shoppers private limited in which Mr. Kanji Rita chairman & Managing director of the Company is director and Mr. Meet Rita husband of Mrs. Lasha Rita director of the Company is a director but the transaction is yet to be executed as on the date of this report.

Accordingly, the particulars of contracts or arrangements with related party referred to in sub section (1) of Section 188 Is not applicable on the Company.

Details of the related party transactions during the year as required under Listing Regulations and Indian accounting standards are given in note 37 to the standalone financial statements. The policy on dealing with the Related Party Transactions Including determining material subsidiaries is available on the Companyâs website or link: https://www.inventuregrowth.com/investorrelation?categoryId=2

VIGIL MECHANISM

The Company has a whistle blower policy laying down a vigil mechanism to deal with instances of unethical behavior, fraud or mismanagement. The said policy has been explained in the corporate governance report and also displayed on the Companyâs website or Link: https://www.inventuregrowth.com/investorrelation?categoryId=2

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

Pursuant to Section 135 of the Companies Act, 2013 and the relevant rules, the Board has constituted Corporate Social Responsibility (CSR) Committee under the Chairmanship of Mr. Surji D. Chheda, Independent Director. The other members of the Committee are Mr. Kanji B. Rita and Mr. Kamlesh S. Limbachiya. The Board of Directors, based on the recommendations of the Committee, formulated a CSR Policy. The detailed CSR Policy is available on web link https://www.inventuregrowth.com/investorrelation?categoryId=2

Annual report on CSR as required under Companies (Corporate Social Responsibility Policy) Rules 2014 is annexed herewith and forming the part of this Annual Report and marked as Annexure D. The Company confirms that the implementation and monitoring of the CSR Policy is in compliance with the CSR objectives and Policy of the Company

LISTING OF SECURITIES

The Equity Shares of the Company are presently listed on BSE Limited and National Stock Exchange of India Limited. The Annual Listing Fee for the year 2024-2025 has been duly paid to the Stock Exchange.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO.

The particulars required by the Section 134(3)(m) of the Companies Act, 2013 ("the Act") read with rule 8 (3) of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption have not furnished considering the nature of activities undertaken by the Company during the year.

Foreign Exchange Earning and Outgo

Your Company has no foreign exchange earnings and outgo.

Leveraging Digital Technology

Innovative ideas and technology is introduced continuously to provide great user experience to our customers, business associates and employees. In association with the IT Team, the Company with active support from management has been investing time and effort in information technology solutions to demonstrate technological leadership.

RISK MANAGEMENT POLICY.

the risk elements which the Company is exposed to are covered in the Management Discussion and Analysis which forms part of this Annual Report. The Company has framed a Risk Management Policy to identify and assess the key risk areas monitor and report compliance and effectiveness of the policy and procedure.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES.

Relations with employees across all the offices and units continued to be cordial.HR policies of the Company are focused on developing the potential of each employee. With this premise, a comprehensive set of HR policies are in place, aimed at attracting, retaining and motivating employees at all levels. Your Company had 106 permanent employees as on 31 ^st March 2024.

The statement containing particulars of employees as required under Section197 (12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure E and forms part of this Report. The Company has not paid any remuneration to its Non-Executive Directors, except sitting fees for attending the meetings of the Board and Committee thereof during the FY 2023-2024. The details of the same are provided in the corporate governance Report forms part of the Annual Report.

DEPOSITS (UNDER CHAPTER V):

During the year, your Company has not accepted and/or renewed any public deposits in terms of the provisions of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 as amended.

INTERNAL FINANCIAL CONTROLS SYSTEMS ANDADEQUACY.

The Board has adopted policies and procedures for governance of orderly and efficient conduct of its business, including adherence to the Companyâs policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. The Companyâs internal control systems commensurate with the nature of its business, the size and complexity of its operations. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Audit Committee of the Board of Directors, Statutory Auditors and the Senior Management are periodically apprised of the internal audit findings and corrective actions taken. Audit provides a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

CODE OF CONDUCT

Pursuant to Regulation 26(3) of the Listing Regulations, all the Directors & Senior Management of the Company have affirmed compliance with the Code of Conduct of the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ respectively.

PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company Securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading is available on the Companyâs website www.inventuregrowth.com.

OTHER DISCLOSURES

1. There are no proceedings, either filed by the Company or filed against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other courts during the FY 2023-24.

2. There was no instance of one-time settlement with any Bank or Financial Institution APPRECIATION AND ACKNOWLEGEMENT.

Your Directors would like to take this opportunity to express sincere gratitude to the customers, bankers and other business associates for the continued cooperation and patronage. Your Directors gratefully acknowledge the ongoing co-operation and support provided by the Government, Regulatory Bodies and the Stock Exchanges. Your Directors place on record their deep appreciation for the exemplary contribution made by the employees at all levels to the growth and profitability of your Companyâs business. The Directors also wish to express their gratitude to the valued shareholders for their unwavering trust and support.

For lnventure Growth & Securities Limited

Sd/- Sd/-

Mr. Kanji B. Rita Mr. Kamlesh S. Limbachiya

(Chairman & Managing Director) (Whole-Time Director)

(DIN: 00727470) (DIN: 02774663)

Date: 18.07.2024 Place: Mumbai

Mar 31, 2023

The Directors of your company are pleased to present to you the Twenty-Eighth Annual Report of the Company together with Audited Financial Statement of Accounts and the Auditors Report of your Company for the Financial Year ended on 31^st March, 2023.

Financial Results

The Summary of Financial Results for Both Standalone and Consolidated Financial Result for the Financial Year 2022-23 in comparison to Financial Year 2021-22 are given below:

(Rs in Lakhs)
Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021 -22
Gross Income	4147.33	3898.66	5098.50	4963.06
Profit Before Depreciation, Interest & Tax	697.97	1122.15	1523.80	1990.94
Less: Depreciation	63.91	45.03	80.93	64.68
Interest	30.77	58.76	190.53	121.85
Profit Before Exceptional item & Tax	603.29	1018.36	1252.34	1804.41
Add/(less) : Exceptional item				100.00
Profit Before Tax	603.29	1018.36	1252.34	1904.41
Current Tax	166.72	308.76	280.76	456.40
Mat Credit entitlement		(41.41)		(41.41)
Deferred Tax	5.87	(2.95)	33.69	94.90
Tax Adjustment for earlier years	10.35	(0.72)	11.63	(0.79)
Net Profit(Loss)	420.35	754.68	926.27	1395.31
Profit available for appropriation	420.35	754.68	926.27	1395.31
Less Share of Profit/Loss of Non-Controlling Interest			0.01	0.02
Other Comprehensive income	4.38	(15.17)	5.16	42.00
Total Comprehensive income	424.73	739.51	931.42	1437.29
Balance carried to Balance sheet	424.73	739.51	931.42	1437.29
Basic and Diluted Earnings Per Share	0.05	0.09	0.11	0.17

OVERVIEW OF COMPANYS FINANCIAL PERFOMANCE.STANDALONE:

Your company has earned a Profit of Rs.420.35 Lakhs (before OCI) for the current Financial year 2022-23 as compare to a profit of Rs. 754.68 Lakhs (before OCI).

CONSOLIDATED:

Your Company has earned a Profit of Rs. 926.26 Lakhs (before OCI) for the current Financial year 2022-23 as compare to a profit of Rs. 1395.29 Lakhs (before OCI)

CHANGE IN NATURE OF BUSINESS.

There is no change in nature of business of the Company.

INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY.

The information on the affairs of the Company has been given in Management Discussion and Analysis Report forming part of the Annual Report.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY.

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year 2022-2023 and the date of this report.

SHARES.

During the year, your Company has increased Authorised Share Capital from existing Rs. 100,00,00,000/-(Rupees one hundred crores) divided into 100,00,00,000 equity shares of Re. 1/- each to Rs. 125,00,00,000/-(Rupees one hundred and twenty-five crores) divided into 125,00,00,000 equity shares of Re. 1/- each.

SUBSIDIARIES COMPANIES

The Company has total Six (6) Subsidiaries Companies as on date of this report Viz. "

The Company does not have any associate Company or joint venture as on date of this report.

The Company has consolidated accounts of all the subsidiaries as required by Companies Act, 2013 and SEBI (LODR), Regulation 2015. The individual Financial Statement of all the above subsidiaries are available on our website www.inventuregrowth.com.

The Inventure finance private limited is the material subsidiary of the company as on the date of this report. Performance and financial position of Subsidiaries:

MANAGEMENT DISCUSSION AND ANALYSIS.

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Listing Regulations is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE REPORT.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE.

There are no such significant and Material orders passed by the regulators or courts tribunals impacting the going concern status and Companies operations in future except there are some penalties & inspections were ordered by Stock Exchanges which are as follows:

Sr.	Action taken by	Details of violation	Details of action
No.			taken e.g. fines, warning letter, debarment etc.
1	BSE Inspection has	Exchange has observed the following violation	Order awaited from
	issued letter number	Wrongly reported Demat account wise holding on	BSE Inspection team
	L/DOBS/KM-	Exchange portal with actual holding in Demat
	275/IR/2022-2023/442	account.
	dated 03/02/2023 for the inspection period FY 20-21	Not settled funds of inactive clients on 5096 instances out of total 224568 instances within prescribed time limit. Further exposure granted to certain clients beyond T 2 5 day in spite of debit balance in client ledger Funds of creditors are being utilized either for settlement obligations of debit clients or for own purposes for 3 dates.

BSE Inspection has

issued letter

number

L/DOBS/KM-

275/IR/2023-

2024/57

dated 18/04/2023 for the inspection period FY 21-22

Exchange has observed the following violation

Exchange has observed mismatch while comparing Back office holding file with NSDL and CDSL holdings as on March 31, 2022

Unmoved creditors found between 2 quarter as on 31/12/2021 & 31/03/2022

Misutilisation of clients funds found during the inspection period, as G Negative found by auditor for 30 dates.

Net worth as on 31/03/22 has not consider the advance to supplier''s value, while deriving the net worth which resulted in short deduction (net) of Rs.18,79,505 /- which will reduce the net worth from Rs.87,48,17,697/- (as per submission) to Rs. 87,29,38,192

While comparing three half yearly Net worth, it is observed that Net worth increases y 64.08 % in March 31, 2022, as compared to September 30, 2022, and Net worth increases by 3.52 % in September 30, 2022 as compared to March 31, 2022

Order awaited from BSE Inspection team

MCX Inspection issued observation letter to IGSL for books of accounts, other records and documents for the period from April

01.2021 to March

31.2022 vide letter number

MCX/INSP/SM/22-23/1667 dated -24^thMarch 2023.

Exchange has observed the following violation

Non settlement of funds and securities of clients at least once in a calendar quarter or month.

The gap between two running account settlements is more than 90/30 days as per the choice of client. Member has not returned funds of clients who have not traded for 30 days.

Member has passed penalty for Upfront margin requirements in compliance to the rules and guidelines prescribed by the Exchange/ Clearing Corporation Member has marked in-correct Mobile Number uploaded in Unique Client Code (UCC) database.

Member has not identified all inactive client accounts and marked / flagged as Inactive in UCC database of all the respective Exchanges.

Observations in past by SEBI/MCX inspection conducted are repeated. The gap between two running account settlements is more than 90/30 days as per the choice of client.

Member has not taken corrective steps to rectify the deficiencies observed in the inspection carried out by the SEBI/Exchange. Further Member has not complied with the qualifications/violations made in last SEBI/Exchange inspection report.

Exchange has levied penalty of Rs. 67500 Advice Warning

TRANSFER TO RESERVE.

During the year 2022-23 your Company has not transfer any amount to reserve.

4	NSE has issued	Following violation has been observed by NSE	MCGFC
	show cause notice	Inspection team.	Committee has
	to Inventure	The Noticee used the funds of credit balance clients to	pass the penalty
	Growth &	meet the settlement obligations of debit balance clients	order of Rs.
	Securities Limited	or own purposes. (misuse of clients funds)	58.62 lakh as on
	vide letter no.	The notice used the funds of the credit balance clients to	28/04/2023,
	NSE/INSP/CMFOCD	meet the margin obligations of debit balance clients.	wherein we
	S/REG/21-	(Principal 3 of the Enhance Supervision)	filled the review
	22/9017/2021-	Mismatch of MC Balance for trading date 07/01/2022	application with
	9220/2022-10869	between exchange and member records	supporting
	Dated 07^th June	The notice has reported incorrect data to the exchange	documents as
	2022	on 28^th January 2022	on 15/05/2023.
		Value of Own Securities Deposited as	Now final order
		Collateral with CC/CM data mismatch between	awaited from
		exchange and member records on 28/01/2022	MCSGFC
		Mismatch of Unutilized collateral lying with the CM/CC data between exchange and member submission of 28/01/2022 Mismatch of MC Balance for trading date 28/01/2022 between exchange and member records. Incorrect data uploaded towards bank account balances	Committee.
5	NSE Inspection	Following violation has been observed by NSE	Order awaited
	issued observation	Inspection team.	from BSE
	letter to IGSL for		Inspection team
	books of accounts,	The data uploaded by the Member w.r.t Client Level
	other records and	Holding Statement, Cash & Cash Equivalent Balances and
	documents for the	Bank Account Balances by members on a weekly basis is
	period from January	not correct.
	01, 2023 to March 31, 2023 vide letter number NSE/INSP/CMFOCD S/23- 24/LO/09017/2023-26524 dated - 30^th	Non-Settlement of client funds- During inspection, it was observed that trading member has not done actual settlement at least once per month / quarter as consented by the client & inactive clients. Member has engaged as a principal in a business other than that of securities involving personal financial liability. Incorrect
	June 2023.	reporting of margin/ MTM loss collection from clients to Exchange
		Member has not wound up all the existing client unpaid securities accounts" on or before April 15, 2023.
		Incorrect data submitted by the Member towards Risk Based Supervision (RBS)
		Incorrect data submitted towards the weekly monitoring of client funds

DIVIDEND

Your company has not proposed any dividend for the Financial Year 2022-23.

NCDEX Inspection has conducted inspection of IGSL for books of accounts, other records and documents for the period from April 01, 2022 to March 31, 2023.

NCDEX Exchange has not found any violation/observation in their report dated 23/06/2023.

Inspection has closed without violation.

MCX Inspection has conducted inspection of IGSL for books of accounts, other records and documents for the period from April 01, 2022 to March 31, 2023 vide Letter no

MCX/INSP/VP/LOI/2 3-24/0213 Dated 27/06/2023.

Inspection are in initial level with member to collecting data only.

Inspection are in initial level with Member to collecting data only.

BSE Inspection has conducted inspection of IGSL for books of accounts, other records and documents for the period from April 01, 2022 to March 31, 2023 through Email dated 14/07/2023.

Inspection are in initial level with member to collecting data only.

Inspection are in initial level with Member to collecting data only.

BOARD OF DIRECTOR, COMMITTES AND KEY MANAGERIAL PERSONAL Composition of Board

The composition of the Board of the Company is in accordance with the provisions of Section 149 of the Companies Act and Regulation 17 of the Listing Regulations, with an optimum combination of Executive, Non-Executive and Independent Directors.

The Board of the Company has 6 (SIX) Directors comprising of 1 (One) Executive Chairman and Managing Director, 2 (Two) Whole-time Directors and 3 (Three) Independent Directors. The complete list of Directors of the Company has been provided in the Report on Corporate Governance forming part of the Annual Report.

During the year under review there was following:

1. The tenure of Mr. Deepak Vaishnav, Bharat P. Shah upto 30^th September, 2022, and Mrs. Shilpa Solanki upto 22^nd March, 2023 Independent Directors of the Company had expired.

2. Mr. Surji Chheda, Mr. Rekhchand Thanvi w.e.f. 1^st October, 2022 and Mr. Pathik Shah w.e.f. 22^nd March, 2023 appointed as Independent Director of the Company.

Director liable to retire by rotation

Section 152 of the Act provides that unless the Articles of Association provide for the retirement of all directors at every AGM, not less than two-third of the total number of directors of a public company (excluding the Independent Directors) shall be persons whose period of office is liable to determination by retirement of directors by rotation. Accordingly, Mr. Kanji Bachubhai Rita (DIN: 00727470) will retire by rotation at the ensuing AGM and being eligible, have offered himself for re-appointment. The brief profile of Mr. Kanji B. Rita is included in the notice of the AGM of the Company.

Meetings of the Board

During the year under review, the Board met 7 (Seven) times to discuss and approve various matters including financials, Right Issue and other businesses. For further details, please refer to the Report on Corporate Governance forming part of the Annual Report. The maximum interval between any two meetings did not exceed 120 (One Hundred and Twenty) days, as prescribed in the Act and the Listing Regulations.

Committees of Board

The Board has set up various Committees in compliance with the requirements of the business & relevant provisions of applicable laws and layered down well documented terms of references of all the Committees. Details with respect to the Composition, terms of reference and number of meetings held, etc. are included in the Report on Corporate Governance forming part of the Annual Report.

During the year under review, all the recommendations/submissions made by the Audit Committee and other Committees of the Board were accepted by the Board.

Separate Meeting of Independent Directors

As stipulated in the Code of Conduct for Independent Directors under the Act and the Listing Regulations, a separate Meeting of the Independent Directors of the Company was held on February 09, 2023 to review the performance of Non-Independent Directors (including the Chairman) and the Board as a whole. The Independent Directors also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board, which is necessary to effectively and reasonably perform and discharge their duties.

Declaration by Independent Directors

All the Independent Directors of your Company have submitted their declaration of independence, as required, pursuant to the provisions of Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations, stating that they meet the criteria of independence, as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and are not disqualified from continuing as Independent Directors of your Company. Further, veracity of the above declarations has been assessed by the Board, in accordance with Regulation 25(9) of the Listing Regulations. The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite qualifications, expertise & experience (including the proficiency) and competency in the business & industry knowledge, financial expertise, digital & information technology, corporate governance, legal and compliance, marketing & sales, risk management, leadership & human resource development and general management as required to fulfill their duties as Independent Directors.

Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors have confirmed that they have registered themselves with databank maintained by the Indian Institute of Corporate Affairs ("IICA"). These declarations/ confirmations have been placed before the Board. The Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA within a period of 2 (Two) years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption. Accordingly, Mr. Surji Chheda and Mr. Pathik Shah are exempt to pass the online proficiency self-assessment

test pursuant to the proviso of Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Mr. Rekhchand Thanvi is yet to clear the Exam.

Key Managerial Personnel.

As on 31^st March, 2023, Following are the Key Managerial Personnel.

â¢ Mr. Kanji B. Rita -Chairman and Managing Director

â¢ Mr. Kamlesh S. Limbachiya- Whole-Time Director

â¢ Mrs. Bhavi Rahul Gandhi- Company Secretary and Compliance Officer (upto 13^th January, 2023)

â¢ Mr. Arvind J. Gala- Chief Financial Officer

Familiarization Programmes

The Company has formulated a policy on ''familiarization programme for independent directors''. Accordingly, upon appointment of an Independent Director, the appointee is given a formal Letter of Appointment, which inter alia, explains the role, function, duties and responsibilities expected as a Director of the Company.

Further, the Company also familiarize the Independent Directors with the Company, their roles, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company, various businesses in the group etc. The Director is also explained in detail the compliance required from him under the Act and the Listing Regulations. Further, on an ongoing basis as a part of Agenda of Board / Committee Meetings, presentations are regularly made to the Independent Directors on various matters inter-alia covering the business strategies, management structure, management development, quarterly and annual results, budgets, review of Internal Audit, risk management framework, operations of subsidiaries and associates.

COMPANY''S POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION

Section 178 of the Act and Regulation 19 read with Part D of Schedule II of the Listing Regulations, as amended from time to time, requires the Nomination and Remuneration Committee ("NRC") to formulate a Policy relating to the remuneration for the Directors, Key Managerial Personnel ("KMP"), Senior Management and other employees of the Company and recommend the same for approval of the Board.

Appointment Criteria and Qualifications:

1. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or Senior Management and recommend to the Board his / her appointment.

3. The Company shall not appoint or continue the employment of any person as Managing Director/Whole-time Director/Manager who has attained the age of seventy years.

The Company''s Policy relating to appointment of Directors, payment of Managerial remuneration, including criteria for determining Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure- B and is attached to this report.

Evaluation of Boards Performance:

Nomination and Remuneration Committee and the Board adopted performance evaluation policy for Board, Committees and Directors with intents to set out criteria, manners and process for the performance evaluation. The policy provides manners to evaluate performance of the Board, committees, independent

directors. Criteria in this respect includes; Board composition, mix of skill, experience, member''s participation and role, attendance, suggestions for effective functioning, board process, policies and others. The evaluation process includes review, discussion and feedback from directors and rating on questioners through online software based system. Evaluation of Performance of the Board, its committees, every Director and Chairperson, for the financial year 2022-2023 has been done following the manner and process as per the policy which includes discussion, feedback, assessment and rating on questioners.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

a) That in the preparation of the annual financial statements for the year ended 31^st March 2023, the applicable Indian Accounting Standards have been followed along with proper explanation relating to material departures, if any;

b) that accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March 2023 and of the profit of the Company for the year ended on that date;

d) That the annual financial statement has been prepared on a going concern basis;

e) That internal financial control has been laid down to be followed by the Company and the internal financial control are adequate and are operating effectively;

f) That systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively.

AUDITORS AND AUDITORS REPORTA. STATUTORY AUDITORS

The Members at the Annual General meeting held on 26th December 2020 appointed appoint M/S PPV & Co., (Firm Registration No 153929W) Chartered Accountants Mumbai, as Statutory Auditors of the Company), for a term of 5 years up to the Conclusion of Annual General Meeting to be held for the financial year 2024-25. M/S PPV &Co. Chartered Accountants, {Firm Registration No 153929W) have confirmed their eligibility and qualification required under section 139 and 141 and other applicable provisions of the Companies Act, 2013 and the Companies {Audit and Auditors) Rules, 2014 (including any statutory modification(s) or reenactment(s) thereof for the time being in force, for their continuation as statutory auditors. In terms of the Listing Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.

The Auditors have confirmed that they are not disqualified to continue as Auditors and are eligible to hold office as Auditors of the Company.

The Audit Committee reviews the independence and objectivity of the Auditors and the effectiveness of the Audit process.

Reporting of Fraud

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

Statutory Auditors'' Report

The Statutory Auditors'' Report issued by M/s. PPV &Co. Chartered Accountants, for the year under review does not contain any qualification, reservations, adverse remarks or disclaimer. The Notes to the Accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further clarifications under Section 134(3)(f) of the Act.

B. INTERNAL AUDITORS

The Company continues to engage SHAH & RAMAIYA Chartered Accountants as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on ongoing basis to improve efficiency in operations.

C. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed D. M. Zaveri & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as Annexure-C (1).

Secretarial Auditors Report:

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. except the following:

a) pursuant to Regulation 6(1) of The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for appointment of qualified company secretary as compliance officer of the Company, Ms. Bhavi Gandhi had resigned as Company Secretary and Compliance Officer effective 13 January 2023 and the Company has appointed Ms. Shikha Mishra as the Company Secretary of the Company effective 20 June 2023. During the period from 14 January 2023 to 19 June 2023 no one has overseen the function of the Compliance Officer pursuant to Regulation 6(1) of the (SEBI (LODR), 2015).

b) There was delay to comply Regulation 47 (3) by one day in publication of newspapers in respect of financials results of the company for the quarter and financial year ended 31 March 2022, which was required to be published within 48 hours of conclusion of Board meeting, held on 14 May 2022.

c) The Company under Regulation 23(9) of the SEBI (LODR), 2015 has filed disclosures of related party transaction after due date on 01.06.2022, which was required to file within 15 (Fifteen) days of Publication of its standalone and consolidated financial results.

d) During the year under review, the Company has appointed Mr. Surji Damji Chheda and Mr. Rekhchand Ramdayal Thanvi as Independent Directors effective 1 October 2022, however in accordance with rule 6 of The Companies (Appointment and Qualifications of Directors) Rules, 2014, the said two directors have not applied themselves online to the institute for inclusion of their names in the data bank. As explained by the management, both the Independent Directors are in process of making application for inclusion of their names in the Independent Directors data bank. Further, the Company has appointed Mr. Pathik Shah, as Independent Directors effective 22 March 2023, however, he has applied online to the institute for inclusion of his name in the Independent Directors data bank on 8 August 2023 i.e. after his appointment in the Company.

Your Company is in process of rectify the observation of secretarial auditor and would ensure good corporate governance in years to come.

Secretarial Audit of Material Subsidiaries

In terms of Regulation 24A of the Listing Regulations, the Secretarial Audit Report of material subsidiaries i.e. IFPL received from their respective Secretarial Auditors for the is annexed herewith as Annexure-C (2).

MAINTAINANCE OF COST RECORDS

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

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance on sexual harassment at workplace. The Company has formulated a Policy on Prevention of Sexual Harassment at Workplace and has also constituted an Internal Complaints Committee ("ICC") as stipulated by the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. Appropriate reporting mechanisms are in place for ensuring protection against Sexual Harassment and the right to work with dignity.

During the year under review, ICC had not received any complaint relating to sexual harassment

ANNUAL RETURN

LOANS, GUARANTEE AND INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT, 2013

Details of loans, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on 31^st March,2023, are set out in Note no. 38 to the Standalone Financial Statements forming part of this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Arrangements or Contracts entered by the Company during the financial year with related parties were on an arm''s length basis and in the ordinary course of business. All related party transactions are placed for approval before the Audit Committee and also before the Board wherever necessary in compliance with the provisions of the Act and Listing Regulations. During the year, the Company has taken the approval of the Audit committee on 9^th February, 2023, Board on 30^th January, 2023 and shareholders'' approval through postal ballot was taken on 24^th March, 2023 for purchase of office premises from K. R. Shoppers private limited in which Mr. Kanji Rita chairman & Managing director of the Company is director and Mr. Meet Rita husband of Mrs. Lasha Rita director of the Company is a director but the transaction is yet to be executed.

Accordingly, the particulars of contracts or arrangements with related party referred to in sub section (1) of Section 188 in Form AOC - 2 as Annexure D forming part of this report.

Details of the related party transactions during the year as required under Listing Regulations and Indian accounting standards are given in note 37 to the standalone financial statements. The policy on dealing with the Related Party Transactions Including determining material subsidiaries is available on the Company''s website or link: www.inventuregrowth.com/RelatedPartyTransaction

VIGIL MECHANISM

The Company has a whistle blower policy laying down a vigil mechanism to deal with instances of unethical behavior, fraud or mismanagement. The said policy has been explained in the corporate governance report and also displayed on the Company''s website or Link: www.inventuregrowth.com/vigilmechanism

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

Annual report on CSR as required under Companies (Corporate Social Responsibility Policy) Rules2014. The Company confirms that the implementation and monitoring of the CSR Policy is in compliance with the CSR objectives and Policy of the Company. Implementation by the company on its corporate social responsibility initiatives are Annexure E in this Report.

LISTING OF SECURITIES

The Equity Shares of the Company are presently listed on BSE Limited and National Stock Exchange of India Limited. The Annual Listing Fee for the year 2023-2024 has been duly paid to the Stock Exchange.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO.

Foreign Exchange Earning and Outgo

Your Company has no foreign exchange earnings and outgo.

Leveraging Digital Technology

RISK MANAGEMENT POLICY.

The Company has laid down a well-defined risk management mechanism covering the risk mapping and analysis, risk exposure, potential impact and risk mitigation measures. Exercise is being carried out to identify, evaluate, manage and monitor the principal risks that can impact the Company''s ability to achieve its strategic and financial objectives. Whenever necessary, the Board reviews the risks and suggests steps to be taken to control and mitigate the same through appropriate framework. Details on the risk elements which the Company is exposed to are covered in the Management Discussion and Analysis which forms part of this Annual Report. The Company has framed a Risk Management Policy to identify and assess the key risk areas monitor and report compliance and effectiveness of the policy and procedure.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES.

The statement containing particulars of employees as required under Section197 (12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014is annexed herewith as Annexure Fand forms part of this Report. The Company has not paid any remuneration to its Non-Executive Directors, except sitting fees for attending the meetings of the Board and Committee thereof during the FY 2021-2022. The details of the same are provided in the corporate governance Report forms part of the Annual Report.

DEPOSITS (UNDER CHAPTER V):

During the year, your Company has not accepted and/or renewed any public deposits in terms of the provisions of Section 73 and 76 of the Companies Act, 2013read with the Companies (Acceptance of Deposits) Rules, 2014 as amended.

INTERNAL FINANCIAL CONTROLS SYSTEMS AND ADEQUACY.

The Board has adopted policies and procedures for governance of orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. The Company''s internal control systems commensurate with the nature of its business, the size and complexity of its operations. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Audit Committee of the Board of Directors, Statutory Auditors and the Senior Management are periodically apprised of the internal audit findings and corrective actions taken. Audit provides a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

CODE OF CONDUCT

Pursuant to Regulation 26(3) of the Listing Regulations, all the Directors & Senior Management of the Company have affirmed compliance with the Code of Conduct of the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to ''Meetings of the Board of Directors'' and ''General Meetings'' respectively.

PREVENTION OF INSIDER TRADING:

OTHER DISCLOSURES

2. There was no instance of one-time settlement with any Bank or Financial Institution APPRECIATION AND ACKNOWLEGEMENT.

Your Directors would like to take this opportunity to express sincere gratitude to the customers, bankers and other business associates for the continued cooperation and patronage. Your Directors gratefully acknowledge the ongoing co-operation and support provided by the Government, Regulatory Bodies and the Stock Exchanges. Your Directors place on record their deep appreciation for the exemplary contribution made by the employees at all levels to the growth and profitability of your Company''s business. The Directors also wish to express their gratitude to the valued shareholders for their unwavering trust and support.

Mar 31, 2018

Dear Members,

The Directors are pleased to present the 23nd Annual Report of your Company together with the Audited Statement of Accounts and the Auditorsâ Report of your company for the financial year ended, 31st March, 2018. The summarized financial results for the year ended 31st March, 2018 are as under:

FINANCIAL HIGHLIGHTS

I. Consolidate Financial Information :

(Rs. In Lacs)

Particulars	For the year ended
Particulars	March 31, 2018	March 31, 2017
Gross Income	4,159.40	3452.96
Profit Before Depreciation, Interest & Tax	1060.71	1327.30
Less: Depreciation	78.62	95.81
Interest	324.69	385.34
Profit Before Tax	657.40	846.15
Current Tax	212.98	152.61
Deferred Tax	(8.09)	190.95
Net Profit /(Loss)(after Minority Interest)	453.90	51.27
Add: Profit brought forward from earlier years	2112.74	2061.47
Adjustment arising on consolidation	0	0
Profit available for appropriation	2566.64	2112.74
Appropriations
Proposed Dividend	_-	_-
Interim Dividend	-	-
Dividend Tax	_-	_-
General Reserve	_-	_-
Statutory Reserve	49	-
Balance carried to Balance sheet	2517.64	2112.74
Basic and Diluted Earnings Per Share	0.54	0.06

II Standalone Financial Information:

(Rs. In Lacs)

Particulars	For the year ended
Particulars	March 31, 2018	March 31, 2017
Gross Income	2880.48	2254.70
Profit Before Depreciation, Interest & Tax	327.30	730.36
Less: Depreciation	65.31	83.07
Interest	88.68	126.57
Profit Before Tax	173.30	520.72
Current Tax	0	0
Deferred Tax	56.16	107.53
Net Profit/(Loss)	119.12	333.73

Add: Profit brought forward from earlier years	215.13	(118.59)
Profit available for appropriation		215.13
Appropriations
Proposed Dividend	-	-
Interim Dividend	_-	_-
Dividend Tax	_-	_-
General Reserve	-	-
Balance carried to Balance sheet	334.25	215.13
Basic and Diluted Earnings Per Share	0.14	0.40

1. OVERVIEW OF COMPANYâS FINANCIAL PERFOMANCE

The Profit after Tax for the current year is Rs. 119.12. The growth in profit is mainly driven by increase in net revenue from operations during the year. The Company has invested Rs. 1,00,000/- in Wholly Owned Subsidiary Company i.e. Inventure Developers Private Limited.

2. CHANGE IN NATURE OF BUSINESS

During the previous year the company has made alterations in object by diversification in the present activities of the company by passing a special resolution dated 13/04/2018 through Postal ballot as per section 110 of companies act 2013.

3. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are is material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year 2017-18 and the date of this report.

Company have incorporated âInventure Developers Private limitedâ, wholly owned subsidiary. The Company has invested Rs. 1,00,000/- in Wholly Owned Subsidiary Company i.e. Inventure Developers Private Limited.

4. SHARES

Company has not issued any bonus Shares, securities with Differential Voting Rights, any SWEAT Equity, any Employee Stock Option or any preferential issue of Warrants or Convertible into Equity Shares along with your Company has not brought back any securities from Market.

5. CONSOLIDATED ACCOUNTS

The Consolidated Financial Statements of your Company for the financial year 2017-18 are prepared in compliance with applicable provisions of the Companies Act, 2013 read with the Rules issued there under, applicable Accounting Standards and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the âListing Regulationsâ). The consolidated financial statements have been prepared on the basis of audited financial statements of your Company, its subsidiaries and associate companies, as approved by the respective Board of Directors.

6. SUBSIDIARIES

A separate statement containing the salient features of financial statements of all subsidiaries of your Company forms part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. The financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Sundays and public holidays up to the date of the Annual General Meeting (âAGMâ) as required under Section 136 of the Companies Act, 2013.

Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of your Company. The financial statements including the consolidated financial statements, financial statements of subsidiaries and all other documents required to be attached to this report have been uploaded on the website of your Company (www.inventuregrowth.com)

The financial performance of each of the subsidiaries included in the consolidated financial statements of your Company is set out in the Annexure A as AOC-1 to this Report. Additional details of the performance and operations of the subsidiaries along with details of the restructuring and investments made by your Company are set out in the Management Discussion and Analysis which also forms part of this report.

7. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms an integral part of this report and gives details of the overall industry structure, economic developments, performance and state of affairs of your Companyâs various businesses viz., risk management systems and other material developments during the financial year 2017-18.

8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

In connection with the Show Cause Notice dated 30/06/2016 under Section 11(1), 11(4), 11A and 11B of SEBI Act,1992 in the matter relating to public issue received from SEBI, the Company has received further Notice on 31/10/2017 under Rule 4(1) of SEBI (Procedure for Holding Inquiry and imposing penalties by adjudicating Officer) Rules, 1995 read with Section 151 of the SEBI Act, 1992 and written submission pursuant to personal hearing held on 30/10/2017 was filed with SEBI on 10/11/2017.

The Company has received letter dated 06/06/2018 from Registrar of Companies (ROC) under section 206(4) of the Companies Act, 2013 for furnishing of information in respect of Initial Public offer and the Company has filed detailed submission along with relevant information and documents on 21/06/2018.

No significant and/ or material orders were passed by any regulator or court or tribunal impacting the going concern status and the Companyâs operation in future.

9. TRANSFER TO RESERVE

During the year under review, no amount was transferred to General Reserve.

10. DIVIDEND

The strength of the Company lies in identification, execution and successful implementation of business projects. To strengthen the long term prospectus and sustainable growth in assets and revenue, it is important for the company to evaluate various opportunities in the different business vertical in which Company operates.

The Board of Directors considers this to be in the strategic interest of the company and believe that this will greatly enhance the long term shareholder value. The Company expects better results for the coming year. In order to fund this development and implementation projects, conservation of fund is of vital importance. Therefore, your Directors do not recommended any dividend for the financial year 2017-18.

11. CORPORATE GOVERNANCE REPORT

The detailed report on Corporate Governance as stipulated under Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms Part to this report together with a Certificate from the Statutory Auditors of the Company confirming compliance is annexed as Annexure-C to this report.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri Kamlesh S. Limbachiya, Whole Time Director, is liable to retire by rotation at the ensuing AGM pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of your Company and being eligible have offered himself for re-appointment. Appropriate resolution for his re-appointment is being placed for your approval at the ensuing AGM. The brief resume of the Directors and other related information has been detailed in the Notice convening the 23nd AGM of your Company. Your Directors recommend his re-appointment as Whole Time Director of your Company.

During the year under review, there is change in the Board of Directors of the Company

Shri Kanji B. Rita is Re-appointed as a managing director for a period of 3years with effect from 13th August 2018 to 12th August 2021 and Mr. Meet K. Rita is appointed as Whole Time Director of the Company for a period of 3 Years w.e.f. 21st August 2018 to 20th August 2021.

Shri Nagji K. Rita, Non-Executive Director has resigned from the Company w.e.f 4th August 2018.

The Independent Directors of your Company hold office up to 31st March, 2019 and are not liable to retire by rotation.

Shri Kanji B. Rita, Chairman & Managing Director and Shri Kamlesh S. Limbachiya, Whole Time Director, Mrs. Bhavi Gandhi, Company Secretary and Mr. Arvind Gala, CFO are the Key Managerial Personnel of your Company in accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

13. DISCLOSURE RELATING 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 Companies Act, 2013 and Regulation 19 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force), The salient aspects covered in the Nomination and Remuneration Policy has been outlined in the Corporate Governance Report which forms part of this report.

The Managing Director & Whole Time Director of your Company does not receive remuneration from any of the subsidiaries of your Company.

14. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3) (c) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), the Directors of your Company confirm that:

(a) In the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable Accounting Standards and Schedule III of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), 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 your Company as at 31st March, 2018 and of the profit and loss of the Company for the financial year ended 31st March, 2018;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force) for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a âgoing concernâ basis;

(e) Proper internal financial controls laid down by the Directors were followed by your Company and that such internal financial controls are adequate and operating effectively; and

(f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

15. DECLARATION GIVEN BY INDEPENDENT DIRECTOR:

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Section 149(6) of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Regulation 16(1) (b) of Listing Regulations (including any statutory modification(s) or reenactments) for the time being in force).

16. EVALUATION OF BOARDâS PERFORMANCE:

Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued there under and the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force), the process for evaluation of the annual performance of the Directors/ Board/ Committees was carried out. The criteria applied in the evaluation process are detailed in the Corporate Governance Report which forms part of this report.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process based on the recommendation of the Nomination & Remuneration Committee

17. NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES

During the financial year 2017-18 the Board met for 4 times and there were 4 Audit committee Meetings held. The details of the meetings of the Board of Directors and its Committees, convened are given in the Corporate Governance Report which forms a part of this report.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

The Company has complied with the Secretarial Standard as issued by the ICSI.

18. AUDITORS AND AUDITORSâ REPORT

A. STATUTORY AUDITORS

M/s PHD & Associates, Chartered Accountants having firm Registration No.11236W were re-appointed at the 20th Annual General Meeting held on 24th September, 2015 as the statutory auditors of the Company to hold office until the conclusion of Annual General Meeting to be held in the calendar year 2020 subject to ratification by the members in every Annual General Meeting .The Company has received a letter from the auditors to the effect that their re-appointment, to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting, if made, would be within the prescribed limits under section 141(3)(g) of the Companies Act, 2013, they fulfill the criteria provided in Section 141 of the Companies Act, 2013 and are not disqualified for their re-appointment.

B. INTERNAL AUDITORS

Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

C. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed D. M. Zaveri & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as Annexure-B. There was no qualification, reservation or adverse remarks made by either by the auditor in their respective report for the financial year ended 31st March 2018

19. EXPLANATION OR COMMENTS ON QUALIFICATIONS, OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS RESERVATIONS

There was no qualification, reservation or adverse remarks made by either by the auditor in their respective report for the financial year ended 31st March 2018.

There was no qualification, reservation or adverse remarks made by secretarial auditor in their report for the financial year ended 31st March 2018.

20. COMMITTEES OF THE BOARD

There are currently four committees of the board, as indicated below:

1. Audit committee

2. Nomination and Remuneration committee

3. Stakeholder Relationship committee

4. Corporate Social Responsibility Committee

Details of all the committees, along with their charters, composition and meeting held during the year are provided in the report on corporate governance forms part of the Annual Report

21. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return as on 31st March, 2018 in Form MGT - 9 in accordance with Section 92(3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, are set out herewith as Annexure D to this report.

22. LOANS, GUARANTEE AND INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT, 2013

Details of loans, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on 31st March, 2018, are set out in Note no. 13 & 29 to the Standalone Financial Statements forming part of this report.

Company have incorporated âInventure Developers Private limitedâ, wholly owned subsidiary. The Company has invested Rs.1,00,000/- in Wholly Owned Subsidiary Company i.e. Inventure Developers Private Limited.

23. PARTICULARS OF CONTRACT AND ARRANGEMENT UNDER SECTION 188

All related party transections that were entered into during the financial year were on armâs length basis and were in ordinary course of the business and that the provisions of section 188 of the Companies act 2013 are not attracted. Thus disclosure in form AOC-2 is not required refer note-31 of Balance sheet. Further, there are not materially significant related party transections made by the company with promoters, key managerial personal or other persons which may have potential conflict with interest of the company.

The policy on the materiality of the related party transection and also on dealing with the related party transections as approved by the audit committee and board of directors is available on the web link www.inventuregrowth.com

24. VIGIL MECHANISM

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. Your Company has an ethics employees can raise concerns regarding any discrimination, harassment, victimization, any other unfair practice being adopted against them or any instances of fraud by or against your Company directly to the Chairman.

Any incidents that are reported are investigated and suitable action taken in line with the whistle blower policy. The Whistle Blower Policy is also available on your Companyâs website (www.inventuregrowth.com)

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

Pursuant to Section 135 of the Companies Act, 2013 and the relevant rules, the Board has constituted Corporate Social Responsibility (CSR) Committee under the Chairmanship of Mr. Bharat P. Shah, Independent Director. The other members of the Committee are Mr. Nagji B. Rita and Mr. Kamlesh S. Limbachiya. The Board of Directors, based on the recommendations of the Committee, formulated a CSR Policy. The detailed CSR Policy is available on web link www.inventuregrowth.com Annual report on CSR as required under Companies (Corporate Social Responsibility Policy) Rules 2014.

The Company confirms that the implementation and monitoring of the CSR Policy is in compliance with the CSR objectives and Policy of the Company. Implementation by the company on its corporate social responsibility initiatives are Annexure- E in this Report.

26. FAMILIARIZATION PROGRAMME

The Company has conducted various sessions during the financial year to familiarize independent Directors with the Company, their roles, responsibilities in the Company, and the technology and the risk management system of the Company. Further, the Directors are encouraged to attend to the training programs being organized by various regulators/bodies/institutions on above matters.

27. LISTING OF SECURITIES

The Equity Shares of the Company are presently listed on BSE Limited, National Stock Exchange of India Limited and Metropolitan Stock Exchange of India. The Annual Listing Fee for the year 2017-18 has been duly paid to the stock exchange.

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

The particulars required by the Section 134(3)(m) of the Companies Act, 2013 (âthe Actâ) read with rule 8 (3) of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption have not furnished considering the nature of activities undertaken by the Company during the year under review.

Foreign Exchange Earning and Outgo

Your Company has no foreign exchange earnings and outgo.

29. COMPANYâS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Companyâs Policy relating to appointment of Directors, payment of Managerial remuneration, including criteria for determining Directorsâ qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure- F and is attached to this report.

30. RISK MANAGEMENT POLICY

The company has devised and implemented a mechanism for Risk management and has developed a risk management policy. The policy work towards creating a risk register, identifying internal and external and implementing risk mitigating steps. The committee will, on quarterly basis, provides status update to the board of directors of the company.

In line with the new regulatory requirement, the company has formally framed a risk management policy to identify and assess the key risk area, monitor and report compliance and effectiveness of the policy and procedures.

31. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures 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 herewith as Annexure- G.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended is not applicable to the Company as there was no employee drawing remuneration of Rs. 102 lakh per annum or Rs. 8.5 lakh per month during the year ended March 31, 2018.

The Company has not paid any remuneration to its Non-Executive Directors, except sitting fees for attending the meetings of the Board and Committee thereof during the FY 2017-18. The details of the same are provided in the corporate governance Report forms part of the Annual Report.

32. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the sexual harassment of women at the workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal complaints committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year 2017-18, no complaints were received by the Company related to sexual harassment.

33. DEPOSITS (UNDER CHAPTER V):

Company has not accepted any deposit from public during the year under review.

34. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Audit Committee of the Board of Directors, Statutory Auditors and the Senior Management are periodically apprised of the internal audit findings and corrective actions taken. Audit provides a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

35. APPRECIATION

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.

Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.

For Inventure Growth & Securities Limited

Sd/- sd/-

Kanji B. Rita Kamlesh S Limbachiya

(Chairman & Managing Director) (Whole -Time Director)

Place: Mumbai

Date: 04.08.2018

Mar 31, 2016

Dear Members,

The Directors are pleased to present the 21^stAnnual Report of your Company together with the Audited Statement of Accounts and the Auditors'' Report of your company for the financial year ended, 31^st March, 2016.

FINANCIAL HIGHLIGHTS

Consolidate Financial Information :

(Rs. In Lacs)

Particulars	For the year ended
	March 31, 2016	March 31, 2015
Gross Income	1926.29	3447.98
Profit Before Depreciation, Interest & Tax	20.8	1873.52
Less: Depreciation	102.93	130.63
Interest	584.87	473.72
Profit Before Tax	(667.50)	1269.18
Current Tax	253.76	245.43
Deferred Tax	(428.71)	1.10
Net Profit /(Loss)(after Minority Interest)	(490.40)	1022.15
Add: Profit brought forward from earlier years	2621.88	1744.72
Adjustment arising on consolidation	0	0
Profit available for appropriation	2131.47	2766.88
Appropriations
Proposed Dividend	-	-
Interim Dividend	-	-
Dividend Tax	-	-
General Reserve	-	-
Statutory Reserve	70	145.00
Balance carried to Balance sheet	2061.47	2621.88
Basic and Diluted Earnings Per Share	(0.58)	1.22

II Standalone Financial Information:

Particulars	For the ye	ar ended
	March 31, 2016	March 31, 2015
Gross Income	734.09	2002.78
Profit Before Depreciation, Interest & Tax	(1651.84)	738.60
Less:	Depreciation
92.91	119.20
	Interest
335.43	208.94
Profit Before Tax	(1223.50)	410.46
Current Tax	-	82.00

Deferred Tax	(367.07)	44.43
Net Profit/(Loss)	(854.15)	284.03
Add: Profit brought forward from earlier years	735.56	451.53
Profit available for appropriation	(118.59)	735.56
Appropriations
Proposed Dividend	-	-
Interim Dividend	-	-
Dividend Tax	-	-
General Reserve	-	-
Balance carried to Balance sheet	(118.59)	735.56
Basic and Diluted Earnings Per Share	(1.02)	0.34

1. BRIEF DESCRIPTION OF THE COMPANY''S WORKING DURING THE YEAR/STATE OF COMPANY''S AFFAIR

During the financial year 2015-16 (hereinafter referred as the year)our Revenue has decreased up to Rs. 734.09. Profit before tax also is Rs. -1223.50 for the financial year.

2. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year the company has not made any changes in its nature of business.

3. DIVIDEND

The Board of Directors considers this to be in the strategic interest of the company and believe that this will greatly enhance the long term shareholder value. The Company expects better results for the coming year. In order to fund this development and implementation projects, conservation of fund is of vital importance. Therefore, your Directors have not recommended any dividend for the financial year 2015-2016.

4. TRANSFERTO RESERVES

For the financial year ended 31^st March, 2016, your Company proposes to transfer no amount to General Reserve.

5. CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statements which shall be laid before the ensuing 21^stAnnual General Meeting of the Company along with the Company''s financial statement under sub-section (2) of Section 129 i.e. Standalone Financial Statement of the Company.

In accordance with the Companies Act, 2013 and the provisions of Accounting Standard (''AS'') 21, the Consolidated financial statements of the Company form part of this Annual Report

6. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

Your Directors wish to present the details of Business operations done during the year under review:

a. Profitability

During the year the Company has made loss of Rs. 854.15Lacs.

b. Future Prospects including constraints affecting due to Government policies

We expect the capital markets to turn favorable and based on the various factors like macro economy condition, the Company is hopeful of significantly improved financial performance in the coming year and hope to provide booming results.

7. NUMBER OF BOARD MEETINGS:

The board met 4 times on the following dates during the financial year 2015-2016.

Number of BM	Dates
1st	30.05.2015
2nd	13.08.2015
3rd	07.11.2015
4th	12.02.2016

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.The detail information on the meetings of the Board are included in the report on Corporate Governance which forms part of the Annual Report.

8. LOANS, GUARANTEE AND INVESTMENTS UNDER SECTION 186

The particulars of loans, guarantees and investments have been disclosed in the financial statements in note the Annual Report.

9. BOARD EVALUATION

Pursuant to the provisions of the Act, and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such level of engagement and contribution and independence of judgment thereby safeguarding the interests of the Company. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as Stakeholder Relationship Committee. The Directors expressed their satisfaction with the evaluation process

10.DECLARATIQN OF INDEPENDENT DIRECTORS

The company has received necessary declaration from each Independent Director under section 149(7) of the Companies Act, 2013, which he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

11. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members

Sr. No.	Name of the Member	Designation
1	Deepak Vaishnav	Chairman
2	Ajay Khera	Member
3	Bharat P. Shah	Member
4	Nagji K. Rita	Member
5	Kamlesh Limbachiya	Member

The above composition of the Audit Committee consists of independent Directors viz., Deepak Vaishnav, Ajay Khera & Bharat P. Shah who forms the majority. More details on the Committee are given in the Corporate Governance Report which forms part of this Annual Report.

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of company employees and the Company. The detail of the Whistle Blower Policy is explained in the Corporate Governance Report and is also displayed on the website of the Company.

12. LISTING OF SECURITIES

13. INTERNAL FINANCIAL CONTROLS

14. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e. March 31, 2016 and the date of the Director''s report i.e. 11^th August, 2016

15. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

Pursuant to section 2(85), we have following subsidiary companies:

1. Inventure Finance Private Limited

2. Inventure Merchant Banker Services Private Limited

3. Inventure Commodities Limited

4. Inventure Wealth Management Limited

5. Inventure Insurance Banking Services Private Limited

The report on the performance and financial position of each of the subsidiary, associate and joint venture and salient features of the financial statements in the prescribed form AOC-1 is furnished in Annexure A and is attached to this report.

16. PARTICULARS OF CONTRACT AND ARRANGEMENT UNDER SECTION 188

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business and that the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus disclosure in form AOC-2 is not required. Further, there are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company.

The policy on the materiality of the Related Party Transactions and also on dealing with the Related Party Transactions as approved by the Audit Committee and Board of Directors is available on the weblinkwww.inventuregrowth.com

17. AUDITORS Statutory Auditors

The term of office of M/s PHD & Associates, Chartered Accountants having firm Registration No.11236W as Statutory Auditors of the Company will expire with the conclusion of ensuing Annual General Meeting of the Company. The Board of directors of the company have, subject to the approval of members, decided to ratify the appointment of Statutory Auditors M/s PHD & ASSOCIATES, Chartered Accountants, having firm registration No. 11236W pursuant to Section 139 of the Companies Act, 2013.M/s PHD & ASSOCIATES are proposed to be appointed as Statutory Auditors for a period of one year from the conclusion of Twenty first AGM till the conclusion of Twenty second AGM.

Secretarial Auditors

Internal Auditors

The Company continues to engage SHAH & RAMAIYA CHARTERED ACCOUNTANTS as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

18. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There was no qualifications, reservations or adverse remarks made either by the Auditors in their respective reports for the Financial Year ended 31stMarch,2016.

However the Secretarial Audit Report for the financial year ended 31stMarch, 2016 has an observation regarding amount to be spent as required under Section 135(5) of the Act for CSR Activities and explanation regarding the same is given in the heading ''Corporate Social Responsibility''.

19. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Act, the Directors state that

a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;

b. Appropriate accounting policies have been selected and applied consistently and have 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 31^st March 2016 and of the profit and loss of the company for the year ended March 31, 2016.

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 2013 for safeguarding assets of the company and for preventing and detecting fraud and other irregularities;

d. The annual accounts have been prepared on a going concern basis

e. Proper internal financial controls were followed by the company and such internal financial controls are adequate and were operating effectively;

f. Proper system is devised to endure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. EXTRACT OF ANNUAL RETURN:

Pursuant to section 134(3)(a) and Section 92(3) of Companies Act, 2013 read with relevant Rules framed there under, the extract of Annual Return as on 31^st March, 2016 forms part of this Report as Annexure C.

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

The particulars required by the Section 134(3)(m) of the Companies Act, 2013 (âthe Actâ) read with rule 8of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption have not furnished considering the nature of activities undertaken by the Company during the year under review.

Foreign Exchange Earning and Outgo

Your Company has no foreign exchange earnings and outgo.

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

The Company''s Policy relating to appointment of Directors, payment of Managerial remuneration, including criteria for determining Directors'' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure D and is attached to this report

23. VIGIL MECHANISM

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for adequate safeguards against victimization of persons who use the Vigil Mechanism. Details of the Vigil Mechanism policy aremade available on the Company''s website www.inventuregrowth.com

24. COMMITTEES OFTHE BOARD

There are currently four Committees of the Board, as indicated below:

(1) Audit Committee

(2) Nomination and Remuneration Committee

(3) Stakeholders Relationship Committee

(4) Corporate Social Responsibility Committee

Details of all the Committees, along with their charters, composition and meetings held during the year are provided in the report on Corporate Governance forms part of the Annual Report

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

Pursuant to Section 135 of the Companies Act, 2013 and the relevant rules, the Board has constituted Corporate Social Responsibility (CSR) Committee under the Chairmanship of Mr. Bharat R Shah, Independent Director. The other members of the Committee are Mr. Nagji K. Rita and Mr. Kamlesh S. Limbachiya. The Board of Directors, based on the recommendations of the Committee, formulated a CSR Policy. The detailed CSR Policy is available on web link www.inventuregrowth.comAnnual report on CSR as required under Companies (Corporate Social Responsibility Policy) Rules 2014.

The Company is finding out suitable ways and means to undertake CSR activities. The Company could not undertake CSR activities before finalizing this report as the time was too short to identify suitable projects in line of the CSR policy and Company''s philosophy regarding responsibility as corporate citizen.

The Company confirms that the implementation and monitoring of the CSR Policy is in compliance with the CSR objectives and Policy of the Company

26. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended is not applicable to the Company as there was no employee drawing remuneration of Rs. 105 lakh per annum or Rs. 8.5 lakh per month during the year ended March 31,2016.

The Company has not paid any remuneration to its Non-Executive Directors, except sitting fees for attending the meetings of the Board and Committee thereof during the FY 2015-16. The details of the sameare provided in the corporate governance Report forms part of the Annual Report.

27. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013

The company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal complaints committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year 2015-16, no complaints were received by the Company related to sexual harassment.

28. DEPOSITS (UNDER CHAPTER V):

We had not accepted any deposit from public during the year under review.

29. SHARES

a. BUY BACK OF SECURITIES

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

b. SHARES WITH DIFFERENTIAL VOTING RIGHTS

The company has not issued equity shares with differential voting rights during the period under review.

c. SWEAT EQUITY

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

d. BONUS SHARES

No Bonus Shares were issued during the year under review.

e. EMPLOYEES STOCK OPTION PLAN

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

f. PREFERENTIAL ISSUE OF WARRANTS CONVERTIBLE INTO EQUITY SHARES

No Preferential Issue of warrants convertible into Equity Shares were issued during the year under review.

30. CORPORATE GOVERNANCE

A separate section on Corporate Governance standards followed by the Company, as stipulated under SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015 and certain disclosures as required under the Companies Act, 2013 including the Auditors'' Certificate thereon.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under Regulation 34(2)(e) of Securities And Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed separately forms part of the Annual Report.

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operation in future.

32. ACKNOWLEDGEMENTS

The Board appreciates and places on record the contribution made by the employees during the year under review and the support received from the parent company. The Board also places on record their appreciation of the support of all stakeholders particularly shareholders, customers, suppliers, medical fraternity and business partners.

For Inventure Growth & Securities Limited

Place: Mumbai

Date:11.08.2016

Kanji B. Rita Kamlesh S Limbachiya

(Managing Director) (Whole -Time Director)

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 20thAnnual Report of your Company together with the Audited Statement of Accounts and the Auditors' Report of your company for the financial year ended, 31 st March, 2015.

Financial highlights

I. Consolidate Financial Information : (Rs In Lacs)

For the year ended

Particulars March 31,2015 March 31, 2014

Gross Income 3447.98 2077.21

Profit Before Depreciation, 1873.52 404.19 Interest & Tax

Less: Depreciation 130.63 96.52

Interest 473.72 302.23

Profit Before Tax 1269.18 5.44

Current Tax 245.43 91.31

Deferred Tax 1.10 -64.14

Net Profit /(Loss)(after 1022.15 (21.73) Minority Interest)

Add: Profit brought 1744.72 1766.45 forward from earlier years

Adjustment arising on consolidation 0 0.05

Profit available for appropriation 2766.88 1744.72

Appropriations

Proposed Dividend - -

Interim Dividend - -

Dividend Tax - -

General Reserve - -

Statutory Reserve 145.00 0

Balance carried to Balance sheet 2621.88 1744.72

Basic and Diluted Earnings Per Share 1.22 (0.03)

II Standalone Financial Information:

(Rs. In Lacs)

For the year ended

Particulars March 31,2015 March 31,2014

Gross Income 2002.78 1430.86

Profit Before Depreciation, 738.60 290.63 Interest & Tax

Less: Depreciation 119.20 85.48

Interest 208.94 204.22

Profit Before Tax 410.46 0.93

Current Tax 82.00 31,00

Deferred Tax 44,43 2.97

Net Profit/( Loss) 284.03 (33.04)

Add: Profit brought forward 451,53 484.58 from earlier years

Profit available for appropriation 735.56 451.53

Appropriations

Proposed Dividend - -

Interim Dividend - -

Dividend Tax

General Reserve - -

Balance carried to Balance sheet 735.56 451.53

Basic and Diluted Earnings Per Share 0.34 (0.04)

1. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'S

AFFAIR

During the previous year our Revenue has increased up to Rs, 1081.53. Profit before tax also increased up to Rs. 1269.18 for the financial year.

2. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the previous year the company has not made any changes in its nature of business.

3. DIVIDEND

The strength of the Company lies in identification, execution and successful implementation of business projects. To strengthen the long term prospectus and sustainable growth in assets and revenue, it is important for the company to evaluate various opportunities in the different business vertical in which Company operates.

The Board of Directors considers this to be in the strategic interest of the company and believe that this will greatly enhance the long term shareholder value. The Company expects better results for the coming year. In order to fund this development and implementation projects, conservation of fund is of vital importance. Therefore, your Directors have not recommended any dividend for the financial year 2014 -2015.

4. TRANSFER TO RESERVES

For the financial year ended 31st March, 2015, your Company proposes to transfemo amount to General Reserve.

5. CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statements which shall be laid before the ensuing 20TH Annual General Meeting of the Company along with the Company's financial statement under-sub section (2) of Section 129 i.e. Standalone Financial Statement of the Company.

In accordance with the Companies Act, 2013 and the provisions of Accounting Standard ('AS') 21, the Consolidated financial statements of the Company form part of this Annual Report

6. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

Your Directors wish to present the details of Business operations done during the year under review:

a. Profitability

During the year the Company has made profit of Rs. 284 Lacs as compared to previous year loss of Rs. 33 Lacs.

b. Future Prospects including constraints affecting due to Government policies

We expect the capital markets to turn favorable and based on the various factors like macro economy condition, the Company is hopeful of significantly improved financial performance in the coming year and hope to provide booming results.

7. NUMBER OF BOARD MEETINGS:

The board met 5 times on the following dates during the financial year 2014-2015.

Number of BM Dates

1st 27.05.2014

2nd 14.08.2014

3rd 12.11.2014

4th 10.02.2015

5th 23.03.2015

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.The detail information on the meetings of the Board are included In the report on Corporate Governance which forms part of the Annual Report.

8. LOANS, GUARANTEE AND INVESTMENTS UNDER SECTION186

The particulars of loans, guarantees and investments have been disclosed in the financial statements in note no. 13 & 14 which forms part of the Annual Report.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year following Directors appointed and resigned in the Company.

Appointments

Mr. Kanji B. Rita who was appointed as a Whole Time Director and Mrs. Shilpa V. Solanki who was appointed as an Independent Director by the Board of Directors on the recommendation of Nomination and Remuneration Committee on 12th November 2014 and 23rd March 2015 respectively,holds the said office till the date of the ensuing Annual General Meeting. The Company has received a notice as per the provisions of Section 160(1) of the Companies Act, 2013, from a member proposing her candidature for reappointment.

Re-appointments

As per the provisions of Section 152(6) the Companies Act, 2013 Mr. Kamlesh S. Limbachiya, Whole Time Director retires at the ensuing Annual General Meeting and being eligible, seeks re-appointment. The Board recommends his re-appointment.

Resignations

During the Year None of The Directors have resigned from the Directorship of the Company. However, he term of appointment Mr. Nagji K, Rita got expired as on 31.03.2015 and he has been redesignated as Chairman & Director.

Appointment of the Key Managerial Personnel

During the period under review the Company has appointed the following personnel as Key Managerial Personnel of the Company:

Sr. No. Name of the Person Designation

1 Mr. Kamlesh S. Limbachiya Whole Time Director

2 Mr. Arvind Gala CFO

3 Mrs. Bhavi R. Gandhi Company Secretary

10. BOARD EVALUATION

Pursuant to the provisions of the Act, and Clause 49 of the Listing Agreement, a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such level of engagement and contribution and independence of judgement thereby safeguarding the interests of the Company. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as Stakeholder Relationship Committee. The Directors expressed their satisfaction with the evaluation process

11. FAMILIARIZATION PROGRAMME

The Company have conducted various session during the financial year to familiarize Independent Directors with the Company, their roles, responsibilities in the Company, and the technology and the risk management system of the Company. Further, the Directors are encouraged to attend to the training programmes being organized by various regulators/bodies/lnstitution on above matters.

12. DECLARATION OF INDEPENDENT DIRECTORS

The company has received necessary declaration from each Independent Director under section 149(7) of the Companies Act, 2013,that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

13. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members

Sr. No. Name of the Member Designation

1 Deepak Vaishnav Chairman

2 Ajay Khera Member

3 Bharat P. Shah Member

4 Nagji K. Rita Member

5 Kamlesh Limbachiya Member

The above composition of the Audit Committee consists of independent Directors viz., Deepak Vaishnav, Ajay Khera & Bharat P. Shah who form the majority. More details on the Committee are given in the Corporate Governance Report which forms part of this Annual Report.

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company. The details of the Whistle Blower Policy is explained in the corporate Governance Report and is also displayed on the website of the Company.

14. LISTING OF SECURITIES

The Equity Shares of the Company are presently listed on BSE Limited. The Annual Listing Fee for the year 2015-16 has been duly paid to the stock exchange

15. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

16. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e. March 31, 2015 and the date of the Director's report i.e. 13th August, 2015

17. DETAILSOF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

Pursuant to section 2(85), we have following subsidiary companies:

1. Inventure Finance Private Limited .

2. Inventure Merchant Banker Services Private Limited

3. Inventure Commodities Limited

4. Inventure Wealth Management Limited

5. Inventure Insurance Banking Services Private Limited

The report on the performance and financial position of each of the subsidiary, associate and joint venture and salient features of the financial statements in the prescribed form AOC -1 is furnished in Annexure Aand is attached to this report.

18. PARTICULARS OF CONTRACT AND ARRANGEMENT UNDER SECTION 188

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business and that the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus disclosure in form AOC-2 is not required. Further, there are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company.

The policy on the materiality of the Related Party Transactions and also on dealing with the Related Party Transactions as approved by the Audit Committee and Board of Directors is available on the weblinkwww.inventuregrowth.com

19. AUDITORS Statutory Auditors

The term of office of M/s PHD & Associates, Chartered Accountants having firm Registration N0.11236W as Statutory Auditors of the Company will expire with the conclusion of ensuing Annual General Meeting of the Company .The Board of directors of the company have, subject to the approval of members, decided to appoint Statutory Auditors M/s PHD & ASSOCIATES, Chartered Accountants, having firm registration No. 11236W pursuant to Section 139 of the Companies Act, 2013 .M/s PHD & ASSOCIATESare proposed to be appointed as Statutory Auditors for a period of Five years from the conclusion of Twentieth AGM till the conclusion of Twenty fifth AGM subject to ratification by members in every AGM.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed D. M. Zaveri & Co, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as Annexure B.

Internal Auditors

The Company continues to engage SHAH & RAMAIYA CHARTERED ACCOUNTANTS as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

20. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There was no qualifications, reservations or adverse remarks made the either by the Auditors in their respective reports for the Financial Year ended 31st March,2015.

However the Secretarial Audit Report for the financial year ended 31stMarch, 2015 has an observation regarding amount to be spent as required under Section 135(5) of the Act for CSR Activities and explanation regarding the same is given in the heading'Corporate Social Responsibility'.

21. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Act, the Directors state that

a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;

b. Appropriate accounting policies have been selected and applied consistently and have 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 31st March 2015 and of the profit and loss of the company for the year ended March 31, 2015.

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in * accordance with the provision of the Companies Act, 2013 for safeguarding assets of the company and for preventing and detecting fraud and other irregularities;

d. The annual accounts have been prepared on a going concern basis

e. Proper internal financial controls were followed by the company and such internal financial controls are adequate and were operating effectively;

f. Proper system are devised to endure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Pursuant to section 134(3)(a) and Section 92(3) of Companies Act, 2013 read with relevant Rules framed thereunder, the extract of Annual Return as on 31st March, 2015 forms part of this Report as Annexure C.

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

The particulars required by the Section 134(3)(m) of the Companies Act, 2013 ("the Act") read with rule 8of the Companies (Accounts) Rules, 2014in respect of conservation of energy and technology absorption have not furnished considering the nature of activities undertaken by the Company during the year under review.

Foreign Exchange Earning and Outgo

Your Company has no foreign exchange earnings and outgo.

24. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT. PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, including criteria for determining Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure Dand is attached to this report

25. VIGIL MECHANISM

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for adequate safeguards against victimization of persons who use the Vigil Mechanism. Details of the Vigil Mechanism policy are made available on the Company's website www.inventuregrowth.com

26. COMMITTEES OF THE BOARD

There are currently five Committees of the Board, as indicated below:

(1) Audit Committee

(2) Nomination and Remuneration Committee

(3) Stakeholders Relationship Committee

(4) Risk Management Committee

(5) Corporate Social Responsibility Committee

Details of all the Committees, along with their charters, composition and meetings held during the year are provided in the report on Corporate Governance forms part of the Annual Report

27. RISK MANAGEMENT POLICY

The Company has devised and implemented a mechanism for risk management and has developed a Risk Management Policy. The Policy provides for constitution of a Risk Committee, which will work towards creating a Risk Register, identifying internal and external risks and implementing risk mitigating steps. The committee will, on a quarterly basis, provide status updates to the Board of Directors of the company.

In line with the new regulatory requirements, the Company has formally framed a Risk Management Policy to identify and assess the key risk areas, monitor and report compliance and effectiveness of the policy and procedure. A Risk Management Committee under the Chairmanship of Mr.Kamlesh S. Limbachiya; has also been constituted to oversee the risk management process in the Company

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

Pursuant to Section 135 of the Companies Act, 2013 and the relevant rules, the Board has constituted Corporate Social Responsibility (CSR) Committee under the Chairmanship of Mr. Bharat P. Shah, Independent Director. The other members of the Committee are Mr. Nagji K. Rita and Mr. KamleshS. Limbachiya. The Board of Directors, based on the recommendations of the Committee, formulated a CSR Policy. The detailed CSR Policy is available on web link www.inventuregrowth.com Annual report on CSR as required under Companies (Corporate Social Responsibility Policy) Rules 2014 is furnished in Annexure E and forms part of this report.

The Company is finding out suitable ways and means to undertake CSR activities. The Company could not undertake CSR activities before finalizing this report as the time was too short to identify suitable projects in line of the CSR policy and Company's philosophy regarding responsibility as Corporate citizen.

The Company confirms that the implementation and monitoring of the CSR Policy is in compliance with the CSR objectives and Policy of the Company

29. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures 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, BD14 annexed herewith as AnnexureF.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,as amended is not applicable to the Company as there was no employee drawing remuneration of Rs. 60 lac per annum or Rs.

5 lac per month during the year ended March 31, 2015.

The Company has not paid any remuneration to its Non Executive Directors, except sitting fees for attending the meetings of the Board and Committee there of during the FY 2014-15. The details of the same is provided in the corporate governance Report forms part of the Annual Report.

30. OBLIGATION OF COMPANY LINDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013

The company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal complaints committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year 2014-15, no complaints were received by the Company related to sexual harassment.

31. DEPOSITS (UNDERCHAPTER V):

We had not accepted any deposit from public during the year under review.

32. SHARES

a. BUY BACK OF SECURITIES

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

c. SHARES WITH DIFFERENTIAL VOTING RIGHTS

The company has not issued equity shares with differential voting rights during the period under review.

c. SWEAT EQUITY

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

d. BONUS SHARES

No Bonus Shares were issued during the year under review.

d.EMPLOYEES STOCK OPTION PUN

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

e. PREFERENTIAL ISSUE OF WARRANTS CONVERTIBLE INTO EQUITY SHARES

No Preferential Issue of warrants convertible into Equity Shares were issued during the year under review.

33. CORPORATE GOVERNANCE

A separate section on Corporate Governance standards followed by the Company, as stipulated under Clause 49 of the Listing Agreement and certain disclosures as required under the Companies Act, 2013 including the Auditors' Certificate thereon.

35. ACKNOWLEDGEMENTS

The Board appreciates and places on record the contribution made by the employees during the year under review and the support received from the parent company. The Board also places on record their appreciation of the support of all stakeholders particularly shareholders, customers, suppliers, medical fraternity and business partners.

For Inventure Growth & Securities Limited

Place; Mumbai Date: 13.08.2015

Kanji B. Rita Kamlesh & Limbachiya (Managing Director) (Whole -Time Director)

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Nineteenth annual report together with the audited accounts of your Company for the year ended March 31, 2014.

Financial highlights

I. Consolidate Financial Information :

(Rs. In Lacs)

For the year ended

Particulars March 31, 2014 March 31, 2013

Gross Income 2077.21 3541.22

Profit Before Depreciation, 404.19 1653.42 Interest & Tax

Less: Depreciation 96.52 102.98

Interest 302.23 615.13

Profit Before Tax 5.44 935.31

Current Tax 91.31 226.85

Deferred Tax 64.14 2.59

Net Profit /(Loss)(after (21.73) 710.76 Minority Interest)

Add: Profit brought forward 1766.45 1145.2 from earlier years

Adjustment arising on consolidation 0.05 0.51

Profit available for appropriation 1766.45 1855.45

Appropriations

Proposed Dividend - -

Interim Dividend - -

Dividend Tax - -

General Reserve - -

Statutory Reserve - 89.00

Balance carried to Balance sheet 1766.45 1766.45

Basic and Diluted Earnings Per Share (0.03) 0.85

I . Standalone Financial Information of Inventure Growth and Securities Limited: (Rs. In Lacs)

For the year ended Particulars March 31, 2014 March 31, 2013

Gross Income 1430.86 2137.45

Profit Before Depreciation, 290.63 683.75 Interest & Tax

Less: Depreciation 85.48 97.91

Interest ~ 204.22 310.07

Profit Before Tax 0.93 275.77

Current Tax 31.00 74.60

Deferred Tax 2.97 1.99

Net Profit/(Loss) (33.04) 199.17

Add: Profit brought forward 484.58 285.40 from earlier years

Profit available for appropriation 451.53 484.58

Appropriations

Proposed Dividend - - Interim Dividend - -

Dividend Tax - -

General Reserve - -

Balance carried to Balance sheet 451.53 484.58

Basic and Diluted Earnings Per Share (0.04) 0.24

DIVIDEND:

During the year no dividend is declared by the Company.

CHANGE IN CAPITAL STRUCTURE AND LISTING OF EQUITY SHARES

During the year there were no changes in the Capital Structure of the Company so the Capital Structure of the Company is as follows:

Authorised Capital of Rs100,00,00,000/-(Rupees One hundred Crores Only) comprises of 10,00,00,000 (TEN Crores Only) Equity Shares of Rs.10/- each.

Paid up capital is Rs. 84,00,00,000/-(Rupees Eighty Four Crores Only) comprises of 8,40,00,000 (Eight Crores Forty Lacs Only) Equity Shares of Rs. 10/- each

The Shares of the Company got listed at Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE) on 4th August, 2011 and MCX-SX Stock Exchange Limited as on 4th December, 2013.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public and as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet for the year ended 31 March, 2014.

SUBSIDIARY COMPANIES

As at March 31, 2014, the Company has following Subsidiary Companies:

FINANCIAL STATEMENTS OF SUBSIDIARY COMPANIES

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

DIRECTORS

Pursuant to Clause 49 of the Listing Agreement, the Company has appointed Shri. Bharat Popatlal Shah as Independent Director on the Board.

In accordance with the Provisions of Section 149 of the Companies Act,2013(the Act), the approval of the members for appointment of the aforesaid person as Independent Director for the purpose of the Act is sought in this annual General Meeting the necessary resolution for the appointment of independent Director is set out in the Notice convening the AGM.

Shri Harilal B. Rita and Shri Virendra D. Singh Non-Executive directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment.

PARTICULARS OF EMPLOYEES

The Company doesn''t have any employee drawing remuneration as per monetary ceiling under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

Conservation of energy, technology absorption. foreign exchange earnings and outgo

A. Conservation of energy

a. Energy Conservation measures taken - The operation of your company are not energy intensive.

b. Additional investments and proposal, if any, being implemented for reduction of consumption of energy - Not Applicable in view of the nature of the activity carried on by the company.

c. Impact of the measures taken at (a) & (b) above for reduction of energy consumption & consequent & impact on the cost of production of goods - Not Applicable in view of the nature of the activity carried on by the company.

d. Total energy consumption & energy consumption per unit of production as per form A to the annexure to the rules in respect of industries specified in the schedule thereto - Not Applicable in view of the nature of the activity carried on by the company.

B. TECHNOLOGY ABSORPTION:

Not Applicable in view of the nature of the activity carried on by the company.

AUDITORS'' REPORT

Observations made by the Auditor in their Report, have been appropriately dealt with in the notes forming part of the accounts for the year, which are self-explanatory and therefore do not call for any further comments under Section 217 (3) of the Companies Act, 1956.

AUDITORS

M/s. PHD & Associates, Chartered Accountants, Auditors of the Company, hold the office till the conclusion of this Annual General Meeting (AGM) and are eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the rules framed there under, it is proposed to appoint M/s. PHD & Associates, Chartered Accountants, as the Auditors of the

Company from the conclusion of this Meeting till the conclusion of the Next Annual General Meeting of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA), the Directors of the Company confirm the following: -

1. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

2. that 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 under review and of the profit of the Company for the year;

3. that the Directors have 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;

4. that the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, the report on Corporate Governance together with the certificate from M/s. D.M. Zaveri & Co, Practicing Company Secretary [FCS No.4363], confirming the compliance of the Corporate Governance is attached to this report for information of the Members.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report of financial condition and results of operations of the Company is given as a separate statement forming part of this Annual Report.

CEO/CFO Statement

The CEO/CFO certification of the financial statements for the year ended 31st March, 2014

ACKNOWLEDGEMENT

The Board of Directors wish to acknowledge the continued support and co-operation e extended by the Securities Exchange Board of India, Reserve Bank of India, Stock Exchanges, Commodity Exchanges, Ministry of Corporate Affairs, Forwards Market Commission, Other Government Authorities, Banks and other Stake holders. Yours Directors would also like to take this opportunity to express their expression for the dedicated efforts of the employees of the Company.

For and on Behalf of the Board of Directors

Nagji K. Rita Registered Office:

Chairman & Managing Director 201, 2nd Floor, Date: 14.08.2014 Viraj Towers, Place: Mumbai Near Landmark, Western Express Highway, Andheri - East, Mumbai - 400 069.

Mar 31, 2013

To, The Members,

The Directors have pleasure in presenting the Seventeenth annual report together with the audited accounts of your Company for the year ended March 31, 2013.

Financial Results

(Rs. In Lacs)

For the year ended Particulars March 31, March 31, 2013 2012

Gross Income 2137.45 2958.83

Profit Before Depreciation, Interest & Tax 683.75 1323.02

Less: Depreciation 97.91 106.09

Interest 310.06 388.71

Profit Before Tax 275.77 828.22

Provision for Tax 74.60 255

Deferred Tax 1.99 6.18

Net Profit 199.17 567.04

Add: Profit brought forward from earlier years 285.40 262.43

Profit available for appropriation 484.57 829.47

Appropriations

Proposed Dividend - -

Interim Dividend - 210.00

Dividend Tax - 34.07

General Reserve - 300.00

Balance carried to Balance sheet 484.57 285.40

Basic and Diluted Earning Per Share 0.24 0.76

Review of Operations

During the year, the Company has achieved a Turnover of 35139.529 Crores in terms of volume in the Capital Market, Future & Option and Currency Derivatives Segments of Bombay Stock Exchanges Ltd., National Stock Exchange of India Ltd. and MCX Stock Exchange Ltd .

Gross Brokerage and Commission Income decreased by 24.57% to Rs.1089.23 lacs (Previous Year Rs. 1444.03 lacs )

Total Income from Operations decreased by 32.14 % to Rs. 1583.29 Lacs.

Profit after Tax (PAT) for the year was Rs. 199.17 Lacs as against Rs. 567.04 Lacs in previous year.

Detailed information on operational and financial performance is given in the Management Discussion and Analysis Report, which is annexed to the Directors Report.

CHANGE IN CAPITAL STRUCTURE AND LISTING OF EQUITY SHARES

During the year under review, The Company has issued 63,00,000 Equity Shares as Bonus to the Shareholders of the Company in the ratio of 3:1 i.e. 3 new Equity Shares for every 1 Equity Share held, at the rate of Rs. 10/- per share which amounts to Rs 63 Crores. Thus, the Paid-up Share Capital of the Company stands increased to Rs. 84.00 Crores as against Rs 21.00 Crores in the previous year.

Fixed Deposits

Your Company has not accepted any deposits from the public and as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet for the year ended 31 March, 2013.

Subsidiary Companies

As at March 31, 2013, the Company has following Subsidiary Companies:

Inventure Finance Private Limited Non- Banking Financial Company registered with Reserve Bank of India

Inventure Commodities Limited Registered member of MCX, NCDEX,

NSEL and NMCE, dealing in commodities.

Inventure Wealth Management Limited The Company deals into providing

investment advisory services, financial planning and distribution of structured products, debt products, fixed deposits and mutual funds to HNI and retail clients.

Inventure Insurance Broking Private Limited The Company has a team of IRDA

certified advisors who cater the varied needs of customers in both life and general insurance space offered by major insurance companies in India.

Inventure Merchant Banker Services Private Limited

Business of Investment Banking and Merchant Banking in all its aspects, to Act as Lead Managers, Syndicate Member, Sub-Syndicate Member, Investment Advisors and Counsellors, Financial Advisors, Underwriters, Managers to Issues and offers, whether by way of public offer or otherwise of Securities.

FINANCIAL STATEMENTS OF SUBSIDIARY COMPANIES

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

DIRECTORS

Shri Pravin Gala, Shri H.M. Gajbhiye directors of the Company retire by rotation at the ensuing Annual General Meeting and eligible for re-appointment.

A brief resume of the Directors seeking re-election provided in Annexure attached to the Report.

PARTICULARS OF EMPLOYEES

The Company doesn''t have any employee drawing remuneration as per monetary ceiling prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY,TECHNOLOGYABSORPTION,FOREIGN EXCHANGE EARNINGS AND OUTGOINGS

The requirement of disclosure, in terms of Sub-section (1)(e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, relating to the steps taken for conservation of energy and technology absorption is not applicable to the Company as the Company does not own any manufacturing facility.

AUDITORS'' REPORT

Observations made by the Auditor in their Report, have been appropriately dealt with in the notes forming part of the accounts for the year, which are self-explanatory and therefore do not call for any further comments under Section 217 (3) of the Companies Act, 1956.

AUDITORS

M/s. PHD & Associates, Chartered Accountants, who retires on the conclusion of this Annual General Meeting, has requested to consider their re-appointment at the ensuing AGM of the Company. A Certfiicate from the Auditors has been received to the effect that their re - appointment, if made, would be within the prescribed limits under section 224 (1B) of the Companies Act, 1956 and they are not disqualified for such an appointment within the meaning of sub section (3) and (4) of Section 226 of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA), the Directors of the Company confirm the following: -

1. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

2. that 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 under review and of the profit of the Company for the year;

3. that the Directors have 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;

4. that the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

The report on Corporate Governance together with the certificate from M/s. D.M. Zaveri & Co, Practicing Company Secretary [FCS No.4363], confirming the compliance of the Corporate Governance is attached to this report for information of the Members.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report of financial condition and results of operations of the Company is given as a separate statement forming part of this Annual Report.

CEO/CFO Statement

The CEO/CFO certification of the financial statements for the year ended 31st March, 2013 is attached to this report for information of the Members.

ACKNOWLEDGEMENT

It is often normal to see a Company''s Board being credited for its stellar performance. However, Your Company''s Directors feel that they are simply the representatives of the myriad forces that architected the success of your Company, and therefore richly extend their appreciation to each and every such individual and entity. Specifically, the Board places on record its appreciation to the shareowners who kept their belief up and high in the Company, and allowed it to work with independence for the overall good, while offering their advice, guidance and opinion at each critical juncture. Same for the Company''s bankers who held consistent and strong belief in the Company''s Board, management and business approach and funded its requirements appropriately to ensure smooth working. Special note goes out to all the team members of the Company, who believed in the values and vision of the Company and worked cohesively to realize its objectives, unmindful of the challenges in the way. The Board warmly thanks the regulatory bodies, government departments, auditors, shareholders, financial institutions, vendors and all business associates of the Company for helping it navigate successfully. Lastly, but not the least, a big vote of thanks goes out to the Company''s customers who chose us repeatedly over others, appreciating our services while dismissing small lapses that may have occurred unintentionally.

For and on Behalf of the Board of Directors

Nagji K. Rita

Chairman & Managing Director

Date: 12/08/2013

Place: Mumbai

Registered Office:

201, 2nd Floor, Viraj Towers,

Near Landmark,

Western Express Highway,

Andheri - East,

Mumbai - 400 069.

Mar 31, 2012

The Directors have pleasure in presenting the Seventeenth annual report together with the audited accounts of your Company for the year ended March 31, 2012.

Financial highlights

Consolidate Financial Information:

(Rs. In Lacs)

For the year ended Particulars March 31, 2012 March 31, 2011

Gross Income 4143.57 4257.62

Profit Before Depreciation, Interest & Tax 2242.23 1889.37

Less: Depreciation 109.00 124.52

Interest 935.09 828.45

Profit Before Tax 1198.14 936.40

Provision for Tax 370.40 320.30

Deferred Tax 6.50 (2.78)

Net Profit (after Minority Interest) 824.92 621.21

Add: Profit brought forward from earlier years 900.61 747.61

Adjustment arising on consolidation (3.26) -

Profit available for appropriation 1722.27 1368.82

Appropriations

Proposed Dividend - 140.00

Interim Dividend 210.00 -

Dividend Tax 34.07 22.71

General Reserve 300.00 300.00

Statutory Reserve 33.00 5.50

Balance carried to Balance sheet 1145.20 900.61

Basic and Diluted Earnings Per Share 4.41 4.44

II Standalone Financial Information of Inventure Growth and Securities Limited:

(Rs. In Lacs)

For the year ended Particulars March 31, 2012 March 31, 2011

Gross Income 2958.83 3614.70

Profit Before Depreciation, Interest & Tax 1323.02 1415.79

Less: Depreciation 106.10 121.95

Interest 388.71 477.59

Profit Before Tax 828.22 816.25

Provision for Tax 255 265.00

Deferred Tax 6.18 (2.63)

Net Profit 567.04 553.88

Add: Profit brought forward from earlier years 262.43 171.26

Profit available for appropriation 829.47 725.14

Appropriations

Proposed Dividend - 140.00

Interim Dividend 210.00 -

Dividend Tax 34.07 22.71

General Reserve 300.00 300.00

Balance carried to Balance sheet 285.40 262.43

Basic and Diluted Earning Per Share 3.03 3.96

DIVIDEND

Yours Directors recommended interim dividend of Re.1 per share of face value of Rs.10 each to the shareholders of the Company in April .2012

CHANGE IN CAPITAL STRUCTURE AND LISTING OF EQUITY SHARES

During the year under review, 70,00,000 Equity Shares of Rs.10/- each at a price of Rs. 117/- per equity share (including premium of Rs.107/- per equity share) aggregating to Rs. 81.90 Crores were allotted pursuant to Initial Public Offer (IPO) of the Company. Thus, the Paid-up Share Capital of the Company stands increased to Rs.21.00 Crores as against Rs.14.00 Crores in the previous year.

The Shares of your Company got listed at Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE) on 4th August, 2011.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public and as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet for the year ended 31 March, 2012.

SUBSIDIARY COMPANIES

As at March 31, 2012, the Company has following Subsidiary Companies:

Inventure Finance Private - Non- Banking Financial Company Limited registered with Reserve Bank of India (RBI) and classified as Loan Company

Inventure Commodities Limited - Registered member of MCX, NCDEX, NSEL and NMCE - dealing in commodities. The Company undertakes commodity broking activities.

Inventure Wealth Management - The Company deals into providing Limited investment advisory services, financial planning and distribution of structured products, debt products, fixed deposits and mutual funds to HNI and retail clients.

Inventure Insurance Broking - The Company has a team of Private Limited IRDA certified advisors who cater the varied needs of customers in both life and general insurance space offered by major insurance companies in India.

Inventure Merchant Banker - Business of Investment Banking and Service Private Limited Merchant Banking in all its aspects, to Act as Lead Managers, Syndicate Member, Sub-Syndicate Member, Invest- ment Advisors and Counsellors, Financial Advisors, Underwriters, Managers to Issues and offers, whether by way of public offer or otherwise of Securities.

FINANCIAL STATEMENTS OF SUBSIDIARY COMPANIES

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

DIRECTORS

Shri Arun N. Joshi , Shri Deepak M. Vaishnav and Shri Ajay Khera directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment.

Shri Arun N. Joshi, Shri Deepak M. Vaishnav and Shri Ajay Khera, were appointed as Additional Directors w.e.f 24th December, 2009 .They hold office upto the date of ensuing Annual General Meeting. They are eligible for appointment as Directors of the Company.

The Company has received notices in writing from Members proposing the candidature for the office of Directors under the provision of Section 257 of the Companies Act, 1956, for Shri Harilai B. Rita , Shri. Dilip C. Shah.

A brief resume of the Directors seeking re-election and also of the Directors appointed during the year is provided in Annexure attached to the Report.

PARTICULARS OF EMPLOYEES

The Company doesn't have any employee drawing remuneration as per monetary ceiling prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

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

The requirement of disclosure, in terms of Sub-section (1)(e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, relating to the steps taken for conservation of energy and technology absorption is not applicable to the Company as the Company does not own any manufacturing facility.

Foreign Exchange Earning and Outgo (Rupees in Lacs)

Sr. No. Particular Current year Previous year

1 Foreign Exchange earned NIL NIL

2 Foreign Exchange outgo NIL NIL

AUDITORS' REPORT

Observations made by the Auditor in their Report, have been appropriately dealt with in the notes forming part of the accounts for the year, which are self-explanatory and therefore do not call for any further comments under Section 217 (3) of the Companies Act, 1956.

AUDITORS

M/s. PHD & Associates, Chartered Accountants, who retires on the conclusion of this Annual General Meeting, has requested to consider their re-appointment at the ensuing AGM of the Company. A Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the prescribed limits under section 224 (1B) of the Companies Act, 1956 and they are not disqualified for such an appointment within the meaning of sub section (3) and (4) of Section 226 of the Companies Act, 1956.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA), the Directors of the Company confirm the following: -

1. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

2. that 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 under review and of the profit of the Company for the year;

3. that the Directors have 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;

4. that the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

The report on Corporate Governance together with the certificate from M/s. D.M. Zaveri & Co, Practicing Company Secretary [FCS No.4364], confirming the compliance of the Corporate Governance is attached to this report for information of the Members.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report of financial condition

and results of operations of the Company is given as a separate statement forming part of this Annual Report.

CEO/CFO Statement

The CEO/CFO certification of the financial statements for the year ended 31st March, 2012 is attached as Annexure to the report.

ACKNOWLEDGEMENT

It is often normal to see a Company's Board being credited for its stellar performance. However, Your Company's Directors feel that they are simply the representatives of the myriad forces that architected the success of your Company, and therefore richly extend their appreciation to each and every such individual and entity. Specifically, the Board places on record its appreciation to the shareowners who kept their belief up and high in the Company, and allowed it to work with independence for the overall good, while offering their advice, guidance and opinion at each critical juncture. Same for the Company's bankers who held consistent and strong belief in the Company's Board, management and business approach and funded its requirements appropriately to ensure smooth working. Special note goes out to all the team members of the Company, who believed in the values and vision of the Company and worked cohesively to realize its objectives, unmindful of the challenges in the way. The board warmly thanks the regulatory bodies, government departments, auditors, financial institutions, vendors and all business associates of the Company for helping it navigate successfully. Lastly, but not the least, a big vote of thanks goes out to the Company's customers who chose us repeatedly over others, appreciating our services while dismissing small lapses that may have occurred unintentionally.

For and on Behalf of the Board of Directors

Nagji K. Rita

Chairman & Managing Director

Date: 14/08/2012

Place: Mumbai

Registered Office: 201, 2nd Floor, Viraj Towers,Western Express Highway, Andheri - East,Mumbai - 400 069.

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