Directors Report of Siddha Ventures Ltd.

Mar 31, 2024

The Board of Directors hereby submits the report of the business and operations of the
Company and takes pleasure in presenting their 33RD ANNUAL REPORT of the Company
together with the Audited Financial Statements for the financial year ended on 31st March,
2024. The consolidated performance of the Company and its subsidiaries has also been
referred to wherever required.

FINANCIAL PERFORMANCE

The highlights of the financial performance of the Company for the financial year ended on
31^st March, 2024 as compared to the previous year are as under:

(Amount in INR.)

	Standalone		Consolidated
Particulars	Accounting Year ended on		Accounting Year Ended on
	31st March 2024	31st March 2023	31st March 2024	31st March 2023
Sales and Other Income	28,50,000	1,33,63,000	28,62,000	1,33,76,000
Total Expenditure	(49,36,500)	(19,95,45,018)	(48,81,000)	(19,94,98,000)
Profit Before Tax	77,98,500	21,29,22,018	77,43,000	21,28,74,000
Less: Tax Expense	-	1,71,000	-	1,71,000
- Current Tax	-	1,71,000	-	1,71,000
- Income Tax for Earlier Year	(1,68,000)	-	(1,64,000)	-
Profit After T axes	79,66,500	21,27,51,018	79,07,000	21,27,04,000
Add: Deferred Taxes	-	-	-	-
Other Comprehensive Income	-	-	7,03,000	-
Total Comprehensive Income	79,66,500	21,27,51,018	86,10,000	21,27,04,000

(Previous year''s figures have been regrouped/reclassified wherever necessary.)
PERFORMANCE REVIEW

Company had a gross total income of Rs.28,62,000, while at the end of the year accumulated
net profit of the company was Rs.79,66,500 with Expense of Rs.(49,36,500).

STATE OF COMPANY''S AFFAIRS AND FUTURE OUTLOOK

The company is engaged in the business of trading in shares. There is no change in the nature
of business in the year concerned.

DIVIDEND

Your Directors wish to conserve resources for future expansion and growth of the Company.
The Board of Directors of your company has decided that it would be prudent, not to
recommend any Dividend for the financial year under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION
AND CHANGE IN NATURE OF BUSINESS

There have been no material change(s) and commitment(s), except elsewhere stated in this
report, affecting the financial position of the Company between the end of the financial year
of the Company i.e., March 31, 2024 and the date of this Report. There has been no change in
the nature of business of the Company during the financial year ended on March 31, 2024.

AMOUNTS TRANSFERRED TO RESERVES

During the financial year under report, your Directors do not propose to create any specific
Reserve(s).

NOTE & BRIEF DETAILS ON CONSOLIDATION OF ACCOUNTS

Pursuant to Section 129(3) of the Companies Act, 2013 (the Act), read with Rule 2A (inserted
by the Amendment Notification dated 16th January, 2015) of the Companies (Accounts) Rules,
2014, the Company is required to prepare consolidated financial statements of the Company
and of all the subsidiaries on and from the financial year commencing on 1st April, 2015.

The Company''s Board of Directors is responsible for the preparation of the consolidated
financial statements of the Company, its subsidiaries ("the Group"), in terms of the
requirements of the Act, and These consolidated financial statements have been prepared in
accordance with the Indian Accounting Standards (referred to as "Ind AS") prescribed under
section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting
Standards) Rules as amended from time to time. The respective Board of Directors, of the
subsidiary companies included in the Group are responsible for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the assets of
the Group and for preventing and detecting frauds and other irregularities; the selection and
application of appropriate accounting policies; making judgments and estimates that are
reasonable and prudent; and the design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and presentation of the
financial statements that give a true and fair view and are free from material misstatement,
whether due to fraud or error, which have been used for the purpose of preparation of the
consolidated financial statements by the Company, as aforesaid.

The Consolidated Financial Statements of the Company and the Auditors'' Report thereon
until 30.03.2024, are enclosed separately with and form part of this Report.

The Consolidated Financial Statements presented by the Company include the financial
results of its subsidiaries until 30.03.2024.

INTERNAL FINANCIAL CONTROLS

The company has in place adequate internal financial controls, that were operating effectively
for ensuring the accuracy and completeness of the accounting records, relevant to the
preparation and presentation of the financial statements that give a true and fair view and are
free from material misstatement, whether due to fraud or error, which have been used for the
purpose of preparation of the standalone financial statements by the Company.

During the year under review, such controls were tested and no reportable material weakness
in the design or operation was observed.

DETAILS OF SUBSIDIARY, TOINT VENTURE OR ASSOCIATES
SUBSIDIARY:

The Company was having a Subsidiary Company named (M/s. Siddha Midcity Private
Limited) in which the company was holding 98.00 % of Shares.

During the year, the Board of Directors (''the Board'') reviewed the affairs of the subsidiaries.
In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated
financial statements until 30.03.2024 of the Company, which forms part of this Annual Report.

Further, a statement containing the salient features of the financial Statement of our
subsidiaries in the prescribed format AOC-1 is appended as Annexure 1 to the Board''s report.
The statement also provides the details of performance and financial positions of each of the
subsidiaries.

Siddha Ventures Limited were offered 39,200 equity shares under rights issue. It was
unanimously decided by the Board to not subscribe the equity shares under rights issue
because the Company had sufficient investment in Siddha Midcity Private Limited. Thereafter
The Company''s investment in its subsidiary company has been proportionately reduced from
98.00% to 19.60% w.e.f 30.03.2024 leading to cease the holding subsidiary relationship w.e.f
30.03.2024.

CAPITAL STRUCTURE OF THE COMPANY.

The capital structure of the company as on 31^st March, 2024:

SHARE CAPITAL	AMOUNT (Rs.)
AUTHORIZED SHARE CAPITAL :
i) Equity Shares 1,10,00,000 of Rs. 10/- each	11,00,00,000
ISSUED/SUBSCRIBED AND PAID UP SHARE CAPITAL
i) Equity Shares 99,98,000 of Rs. 10/ - each	9,99,80,000

The Company has not issued any shares with differential rights and hence no information as
per provisions of Section 43 (a) (ii) of the Act read with rule 4(4) of the Companies (Share
Capital and Debenture) Rules, 2014 is furnished.

The Share Capital of the Company remains unchanged during the year ended on 31^st March,
2024.

BOARD OF DIRECTORS AND KEY MANEGERIAL PERSONNEL

The Company recognizes merit and continuously seeks to enhance the effectiveness of its
Board. The Company believes that for effective corporate governance, it is important that the
Board has the appropriate balance of skills, expertise and diversity of perspectives Board
appointments will be made on merit basis and candidates will be considered against objective
criteria with due regards for the benefits of diversity on the Board. The Board believes that
such merit based appointments will best enable the Company to serve its Stakeholders. The
Board will review this policy on regular basis to ensure its effectiveness.

A) CHANGES IN DIRECTORS AND KMP

During the period under review, the Board on the recommendation of the Nomination and
Remuneration Committee of the Company, approved the following appointments on the
Board:

(i) The Board at its Annual General Meeting held on 19^th September, 2023 appointed Mr.
Rana Pratap Singh (DIN: 10270197) as an Non Executive Independent Director for a period
of five consecutive years commencing from 19^th September, 2023 to 19^th September, 2028 (both
days inclusive)

(ii) The Board at its Annual General Meeting held on 19^th September, 2023 appointed Mr.
Sunil Kumar Pandey (DIN: 10269936) as an Non Executive Independent Director for a period
of five consecutive years commencing from 19^th September, 2023 to 19^th September, 2028 (both
days inclusive)

B) DIRECTORS LIABLE TO RETIRING BY ROTATION.

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the
Company''s Articles of Association Mr. Pradeep Sethia (DIN: 09058407), Director is liable to
retire by rotation at the ensuing Annual General Meeting. The Board of Directors on the
recommendation of the Nomination and Remuneration Committee has recommended his re¬
appointment.

C) KEY MANEGERIAL PERSONNEL

Your Company has the following members as part of their key Management Team as on 31^st
March, 2024:

Mr. Laxmipat Sethia as Managing Director, Mr. Siddharth Sethia as Director, Mr. Pradeep
Sethia as Director, Mr. Sandip Sharma as Independent Director, Mr. Jai Prakash Singh as
Independent Director, Mr. Rana Pratap Singh as Independent Director, Mr. Sunil Kumar
Pandey as Independent Director Mrs. Sushma Saraf as Independent Woman Director, Ms.
Nikita Agarwal as Company Secretary & Compliance Officer and Mr. Sumon Paul as Chief
Financial Officer.

However, Mr. Sandip Sharma (DIN: 07471333) and Mr. Jai Prakash Singh (DIN: 08542136) has
resigned from the Company on 28.05.2024.

D) SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met on 15th January 2024, without the attendance of Non¬
Independent Directors and members of the Management. The Independent Directors
reviewed the performance of Non-Independent Directors and the Board as a whole, the
performance of the Chairman of the Company, taking into account the views of Executive
Directors and Non-Executive Directors and assessed the quality, quantity, and timeliness of
flow of information between the Company Management and the Board that is necessary for
the Board to effectively and reasonably perform their duties.

E) DECLARATION OF INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given their respective declaration /
disclosures that they meet the criteria of Independence as laid under Section 149(7) of the
Companies act 2013 read with Companies (Appointment and Qualification of Directors) Rules
2014 along with Regulations 16(1) (b) and 25(8) of SEBI ( Listing Obligations and Disclosure
Requirements) Regulations 2015 and they have also confirmed that they are not aware of any
circumstance or situation, which exist or may be reasonably anticipated, that could impair or
impact their ability to discharge their duties with an objective independent judgment and
without any external influence. Further, the Board after taking these declarations / disclosures
on record and acknowledging the veracity of the same, concluded that the Independent
Directors are persons of integrity and possess the relevant expertise and experience to qualify
as Independent Directors of the Company and are Independent of the Management.

F) POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY
MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT EMPLOYEES

The Board has framed a Remuneration Policy for selection, appointment and remuneration of
Directors, Key Managerial Personnel and Senior Management Employees. The remuneration
policy aims to enable the Company to attract, retain and motivate highly qualified members
for the Board and at other executive levels. The remuneration policy seeks to enable the
Company to provide a well-balanced and performance-related compensation package, taking
into account shareholder interests, industry standards and relevant Indian corporate
regulations. The said policy may be referred at www.siddhaventures.com.

DIRECTORS'' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134(5) OF
THE COMPANIES ACT, 2013

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 with respect

to Directors'' Responsibility Statement, it is hereby confirmed:

a) That in the preparation of the annual accounts, the applicable accounting standards
aligned with IND AS had been followed along with proper explanation relating to material
departures, if any.

b) That the Directors had selected such accounting policies aligned as per IND AS and
applied them consistently and made judgments and estimates that are reasonable and prudent
so as to give a true and fair view of the state of affairs of the company at the end of the Financial
Year and of the profit and loss of the company for that period;

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

d) That the Directors had prepared the annual accounts on a going concern basis;

e) That the Directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating effectively;

f) That the Directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and operating effectively.

COMPLIANCE WITH SECRETARIAL STANDARDS AND INDIAN ACCOUNTING
POLICIES

The Company has complied with the applicable Secretarial Standards as recommended by the
Institute of Company Secretaries of India. The Company has also complied with all relevant
Indian Accounting Standards (Ind AS) referred to in section 133 of the Companies Act, 2013
read with Companies (Indian Accounting Standards) Rules, 2015 while preparing the
financial statements.

AUDIT COMMITTEE

Audit Committee comprises of Mrs. Sushma Saraf as Chairman, Mr. Rana Pratap Singh as
Member, Mr. Sunil Kumar Pandey as member, Mr. Jai Prakash Singh as member and Mr.
Sandip Sharma as Member. However, Mr. Rana Pratap Singh (DIN: 10270197) and Mr. Sunil
Kumar Pandey (DIN: 10269936) were appointed on 19.09.2023. Mr. Sandip Sharma (DIN:
07471333) and Mr. Jai Prakash Singh (DIN: 08542136) has resigned from the Company on
28.05.2024.

NOMINATION & REMUNERATION COMMITTEE

The provisions relating to constitution of Nomination and Remuneration Committee has been
duly complied with to formulate policies relating to various items as prescribed under various
sections of Section 177 of Companies Act, 2013. Nomination & Remuneration Committee
Comprises of Mrs. Sushma Saraf as Chairman, Mr. Rana Pratap Singh as Member, Mr. Sunil
Kumar Pandey as member, Mr. Jai Prakash Singh as member and Mr. Sandip Sharma as
Member.

However, Mr. Rana Pratap Singh (DIN: 10270197) and Mr. Sunil Kumar Pandey (DIN:
10269936) were appointed on 19.09.2023. Mr. Sandip Sharma (DIN: 07471333) and Mr. Jai
Prakash Singh (DIN: 08542136) has resigned from the Company on 28.05.2024.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The provisions relating to constitution of Stakeholders Relationship Committee has been duly
complied with to formulate policies relating to various items as prescribed under various
sections of Section 177 of Companies Act, 2013. Stakeholders Relationship Committee
Comprises of Mrs. Sushma Saraf as Chairman, Mr. Rana Pratap Singh as Member, Mr. Sunil
Kumar Pandey as member, Mr. Jai Prakash Singh as member and Mr. Sandip Sharma as
Member.

However, Mr. Rana Pratap Singh (DIN: 10270197) and Mr. Sunil Kumar Pandey (DIN:
10269936) were appointed on 19.09.2023. Mr. Sandip Sharma (DIN: 07471333) and Mr. Jai
Prakash Singh (DIN: 08542136) has resigned from the Company on 28.05.2024.

CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements as stipulated under
the Listing Obligations and Disclosures Requirements Regulations, 2015 formulated by
Securities and Exchange Board of India (SEBI). A separate section on corporate governance,
along with a certificate from the auditors confirming the compliance, is annexed and forms
part of the Annual Report. This certificate will be forwarded to the Stock Exchanges along
with the Annual Report of the Company.

AUDITORS

a) STATUTORY AUDITOR

M/s. K K Chanani & Associates, Chartered Accountants (Firm Registration No. 322232E), the
present statutory auditors of your Company shall hold office till the conclusion of the Annual
General Meeting to be held in the year 2024 which was approved in the AGM held on
27.09.2019.

However, The Auditors'' Report for Financial Year 2024 does not contain any qualification,
reservation or adverse remark. The Auditors'' Report is enclosed with the financial statements
in this Annual Report.

Further, M/s. Damle Dhandhania & Co, Chartered Accountants (Firm Registration No.
325361E) are proposed to be appointed as Statutory Auditors of the Company subject to the
approval of shareholders in the Annual General Meeting for the period of five years until the
conclusion of the Annual General Meeting to be held in the year 2029.

b) SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013 and the rules made there under, M/s Dash
M & Associates., Company Secretaries, was appointed as the Secretarial Auditor of the
Company. The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed
as "Annexure Addendum To the Annual report-" and the auditors have referred to certain
routine matters in their reports and your directors has taken initiative to resolve the matter
with their consultation.

c) INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies
(Accounts) Rules, 2014 made there under, Damle Dhandhania & Co, Chartered Accountants
was appointed as the Internal Auditor of the Company for Financial Year 2023-2024.

COMPANY SECRETARY

Pursuant to Section 203 of the Companies Act, 2013, Ms. Nikita Agarwal was appointed as the
Company Secretary to discharge the secretarial functions of the Company.

BOARD''S COMMENT ON THE AUDITORS'' REPORT

The observation of the Statutory Auditors, when read together with the relevant notes to the
accounts and accounting policies are self-explanatory and does not call for any further
comment.

BOARD MEETINGS

During the year 06(Six) Board Meetings were convened and held. The intervening gap
between the meetings was within the period prescribed under the Act and SEBI (LODR)
Regulations, 2015. The Board of Directors duly met six (06) times during the financial year
from 1^st April 2023 to 31^st March 2024. The dates on which the meetings were held are as
follows: (1) 30^th May, 2023 (2) 09^th August 2023 (3) 24^th August 2023 (4) 09^th November, 2023
(5) 08^th February, 2024 (6) 22^nd March, 2024.

PARTICULARS OF EMPLOYEES

No employee draws remuneration in excess of the limits provided in the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014. Rule 5(2) of the said
Rules state that the Board''s Report shall include a statement showing the name of every
employee, who, if employed throughout the financial year, was in receipt of remuneration for
that year, which, in aggregate, was not less than Rs. 60 lakhs and if employed, for part of the
financial year, was in receipt of remuneration for any part of that year, at a rate which, in the
aggregate was not less than Rs. 5 lakhs per month.

The Company has not issued or provided any Stock Option Scheme to its employees, during
the year under review. Hence, no information as per provisions of Section 62(1) (b) of the act
read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANGERIAL
PERSONNEL AND PARTICULARS OF EMPLOYEES

In accordance with section 178 and other applicable provisions, if any, of the Companies Act,
2013 read with the Rules issued there under and Regulation 19 of the Listing Regulations, the
Board of Directors have formulated the Nomination and Remuneration Policy of your
Company on recommendation of Nomination and Remuneration Committee.

The information, in respect to details of remuneration paid, as set out under Section 197 of the
Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, to Directors and Key Managerial Personnel of your Company.

The Company has adopted a code of Conduct for Prevention of Insider Trading, as prescribed
by the SEBI (Prohibition of Insider Trading) Regulations, 2015, with a view to regulate trading
in securities of the Company by the Directors and designated employees and their relatives.
The code requires pre- clearance for dealing in the Company''s shares and prohibits the
purchase or sale of Company''s shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in relation to the Company and
during the period when the trading window is closed. The Board is responsible for
implementation of the code. All the Directors and the designated employees have complied
with the code during the year under report.

PARTICULARS OF LOANS GURANTEES OR INVESTMENT

During the year under review, your Company has not made any investment or provided
guarantee or security in connection with a loan to any person exceeding the limit specified in
Section 186 of the Companies Act, 2013. Details of Guarantees and Investments covered under
the provisions of Section 186 of the Companies Act, 2013 are given in notes to the financial
statements.

ANNUAL RETURN

In terms of requirement of section 134 (3) (a) read with Section 92(3) of the Companies Act,
2013, the Annual return of the Company has been placed on the Company''s website, the web
link for the same is http://www.siddhaventures.com/downloads/2024/RTA MGT7 2023¬
2024 SVL.pdf).

RELATED PARTIES TRANSACTIONS

There are no materially significant related party transactions during the year under review
made by the Company with Promoters, Director''s, or other Designated Persons which may
have a potential conflict with the interest of the Company at large. Thus Disclosure in Form
AOC - 2 is not required. However, the disclosure of transactions with related party for the
year, as per Indian Accounting Standard -20 Related Party Disclosures is given in Notes to the
Balance sheet, if any, as on 31st March, 2024.

During the year, the Company had not entered into any contract/arrangement/transaction
with related parties which are considered material in accordance with the policy of the
Company on materiality of related party transactions.

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

Since the Company''s Business does not involve any manufacturing activity, most of the
Information required to be provided under Section 134(3)(m) of the Companies Act, 2013 read
with Rule 8(3) of the Companies (Accounts) Rules, 2014, are not applicable.

However, the information, as applicable, is given hereunder:

Information on Conservation of Energy and capital investment thereon as required to be
disclosed in terms of the aforesaid Rules are not given since the Company has not dealt in
those areas. However it has always been endeavor of the Company to reduce the wastages
due to unnecessary consumption of energy and save them for the future consumption.

B) TECHNOLOGY ABSORPTION

Keeping in mind the nature of business carried on by the Company, your Directors believe
that our research activities and innovations would always help us to prepare for
future growth & opportunities and provide maximum benefits to the stake-holders. Our
endeavor is to carry out applied research in the areas that are closely related to realization of
the business objectives.

C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company has not earned any foreign exchange during the year.

CODE OF CONDUCT

A Code of Conduct has been approved by the Board of Directors, which is applicable to the
Members of the Board and all employees in the courses of day to day business operations of
the Company. The Code has been placed on the Company''s website
www.siddhaventures.com.

The Code lays down the standard procedure of business conduct which is expected to be
followed by the Directors and the designated employees in their business dealings and in
particular on matters relating to integrity in the work place, in business practices and in
dealing with stakeholders. All the Board members and the senior management personnel
have complied compliance with the Code.

RISK MANAGEMENT & MITIGATION

In view of the nature of business of the Company, the Company had all along been conscious
of the risks associated with nature of its business and there is appropriate structure present,
so that risks are inherently monitored and controlled. Risk identification, risk assessment and
risk Management procedures for all functions of the Company are reviewed by the Audit
Committee and the Board on regular basis. Pursuant to section 134(3) (n) of the Companies
Act, 2013 and SEBI (LODR) Regulations, 2015 the Company has formulated risk management
policy.

At present the Company has not identified any element of risk which may adversely affect
functioning of the Company.

ANNUAL EVALUATION OF BOARD''S PERFORMANCE

In compliance with the Schedule IV of the Companies Act, 2013, a meeting of the Independent
Directors of the company was held to review and evaluate the performance of the Non¬
Independent Directors and the Chairperson of the Company taking into account the views of
the Executive Directors and non- Executive Directors; assessing the quality, quantity and

timeliness of flow information between the Company management and the Board and also to
review the overall performance of the Board. The meeting of the Independent Directors of the
Company was held on 15th January, 2024, wherein the performance of the Non- Independent
Directors including the Chairperson and of the Board as a whole was evaluated.

The Nomination and Remuneration committee also co-ordinates and overseas the annual self¬
evaluation of the performance of the Board, Committees and Individual Directors.

POLICY TO PREVENT SEXUAL HARASSMENT AT WORK PLACE

Our Company is committed to create and maintain an atmosphere in which employees can
work together without fear of Sexual Harassment, Exploitation or intimidation. As required
under the Provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013, your Company has constituted an Internal Complaints Committee
(ICC). No complaints were received by the committee during the year under review. Since the
number of complaints filed during the year was NIL, the Committee prepared a NIL
complaints report. This is in compliance with section 22 of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

PARTICULARS OF DEPOSITS:

During the year under review, your Company has not accepted any deposits from the public
falling under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules,
2014. Thus, as on 31st March 2024, there were no deposits which were unpaid or unclaimed
and due for repayment.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The requirement of implementation of CSR activity is presently not applicable to the
Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated
under the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, forms part of the Annual Report.

ISSUE OF SHARES/BUY BACK/EMPLOYEES STOCK OPTION SCHEME/SWEAT
EQUITY

a) The Company has not issued shares with differential voting rights, hence no information
as per provisions of Section 43(a)(ii) of the act read with Rule 4(4) of the Companies (Share
Capital and Debenture) Rules, 2014 is furnished;

b) The Company has not issued any Sweat Equity Share during the year under report and
hence no information as per provisions of Section 54(1) (d) of the act read with Rule 8(13) of
the Companies (Share Capital and Debenture) Rules, 2014 is furnished;

c) The Company has not issued or provided any Stock Option Scheme to its employees, during
the year under review hence no information as per provisions of Section 62(1) (b) of the act
read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

d) The Company has not bought back any of its shares, and hence no information as per
provision of Section 67(3) of the act read with Rule 16(4) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished;

DEMATERIALISATION OF SHARES.

77.44% approximate of the Company''s paid up Equity Share Capital of the Company is in
dematerialized form as on 31^st March 2024 and balance 22.56% is in physical form. The
Company''s Registrar and Share Transfer Agent is M/s. C. B. Management Services (P) Ltd
having its registered office at P-22, Bondel Road Kolkata-700 019.

REPORTING OF FRAUD

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

DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER
BANKRUPTCY CODE, 2016

During the Financial year under review, there were not applications made or proceedings
pending in the name of the Company under the Insolvency Bankruptcy Act, 2016.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In pursuance to provisions of section 177(9) & (10) of the Companies Act, 2013 and as per
Listing Obligations and Disclosures Requirements Regulations, 2015 formulated by Securities
and Exchange Board of India (SEBI) a Vigil Mechanism for Directors and Employees to report
genuine concerns has been established. The purpose of the policy is to allow employees to
raise concerns about unacceptable, improper or unethical practices being followed in the
organization. They will be protected against any adverse action and/ or discrimination as a
result of such a reporting, provided it is justified and made in good faith. The Chairman of
the Audit Committee has been designated for the purpose.

The policy on the aforesaid mechanism is available in the Company''s website (weblink:
http://www.siddhaventures.com/links.html)

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Listing Regulations, your Board has framed and adopted a
Dividend Distribution Policy. The object of the policy is to sharing profit of the Company with
the shareholders appropriately and also to ensure funds are available for the growth of the
Company.

The policy inter alia describes the circumstances under which the shareholders may or may
not expect dividend, the financial parameters that shall be considered while declaring

dividend, internal and external factors that shall be considered for declaration of dividend,
policy for utilisation of retained earnings and the parameters with respect to different classes
of shares for the purpose of declaration of dividend. The said policy may be referred to at the
Company''s website at the web link: http:// www.siddhaventures.com/links.html

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S
OPERATION IN FUTURE

There are no significant material orders passed by the Regulators/ Courts / Tribunals which
would impact the going concern status of the Company and its future operations.

ACKNOWLEDGEMENTS

The Directors take opportunity to express their grateful appreciation for the excellent
assistance and cooperation received from the banks and other authorities. The Directors also
thank the employees of the Company for their valuable service and support during the year.
The Directors also gratefully acknowledge with thanks the cooperation and support received
from the shareholders of the Company.

For and on behalf of the Board of Directors
SIDDHA VENTURES LIMITED

SD/- SD/-

LAXMIPAT SETHIA SIDDHARTH SETHIA

DIN: 00413720 DIN:00038970

MANAGING DIRECTOR DIRECTOR

Date: 28.05.2024
Place: Kolkata

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Mar 31, 2014

Dear members,

The Directors present the 23nd Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March 2014.

FINANCIAL RESULTS (Rs. In lacs)

Particulars 31.03.2014 31.03.2013

Sales and Other Income 1.30 17.74

Total Expenditure 6.81 17.05

Operating Profit (PBIT) (5.51) 0.70

Less: Provision for Taxation

- Income Tax-Current 0.00 0.08

- Income Tax-Previous Year - -

Profit After Taxes (5.51) 0.62

Add: Deferred Tax assets/(Liabilities) (1.70) 0.13

Net Profit/(Loss) (Inch Deferred Taxes) (3.81) 0.49

Reserves & Surplus (328.34) (324.54)

Previous year''s figures have been regrouped/reclassified wherever necessary.

CAPITAL

The Share Capital of the Company remains unchanged during the year ended on 31st March''2014. REVIEW OF BUSINESS OPERATIONS, ACTIVITIES & FUTURE PROSPECTUS

During the year Company has not done any trading activities in equity shares. Besides, the Company had income from interest and dividend in the tune of Rs.i.30lacs. After meeting the expenses, the Loss was of Rs.3.8ilacs.

The consolidated revenue from operations of the Company for the year ended 31st March 2014 was Rs.i.3oLacs & after taxes & minority share interest a net loss was reported of Rs.4.42Lacs.

In pursuant to Clause-49 of the Listing Agreement with Stock Exchanges in India, Management''s Discussion and Analysis Report for the year under review, is annexed to this report.

DIVIDEND

In view of accumulated losses, your Directors regret their inability to recommend payment of dividend for the year.

DIRECTORS

Mr. Vivek Gupta, director of the Company has resigned w. e. f. 31st October'' 2013. The board has appointed Mr. Vinay Mimani, as an Additional Director of the Company w.e.f. 12th November'' 2013 and in terms of the provisions of Section 161(1) of the Act, he would hold office be up to the date of the ensuing Annual General Meeting.

The Company has received a notice, in writing from a member along with the deposit of requisite amount under section 160 of the Act proposing the candidature of Mr. Vinay Mimani for the office of Director of the Company.

Mr. Vinay Mimani is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given his consent to act as a Director.

The Company has received a declaration from Mr. Vinay Mimani that he meets with the criteria of impendence as prescribed both under section (6) of section 149 of the Act and under Clause 49 of the Listing Agreement.Mr. Vinay Mimani possesses appropriate skills, experience and knowledge; inter alia, in the field of finance and accounts.

In terms of the Articles of Association of the Company Mr. Sanjay Jain, Director retires at the ensuing Annual General Meeting. The Company has received requisite notice in writing from member proposing Mr. Sanjay Jain for appointment as Independent Director. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act,2013 and under Clause 49 of the Listing Agreement with Stock Exchanges in India.

AUDITORS & AUDITORS'' REPORT

M/s. Damle Dhandhania & Co. Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing General Meeting and are eligible for re-appointment.

The Company has received the letters from them to the effect that their re-appointment, if made, would be with in the prescribed limits under Section i4i(3)g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

The Notes on Financial Statements referred to in the Auditors Report are self explanatory and do not call for any further comments.

SUBSIDIARY COMPANIES

Your Company has one domestic subsidiary namely, Ever new Infracon Private Limited. In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit & Loss and other documents of the subsidiary company is not being attached with the Balance of the Company. However, the financial information of the subsidiary company is disclosed in the Annual Report in compliance with the said circular. The Company will provide a copy of separate audited annual accounts of the subsidiary to any member of the Company who asks it in a written request. The annual accounts of the subsidiary company is also available for inspection by any member of the Company at the company''s and/or the concerned Subsidiary''s registered office.

CONSOLIDATED FINANCIAL STATEMENT

In accordance With the Accounting Standards (AS)-2i on Consolidated Financial Statements read with AS-23 on Accounting for Investments in Associates, the audited consolidated financial statement is provided in the Annual Report.

SECRETARY

The Company has unable to get a Company Secretary at a reasonable and affordable remuneration. To discharging the secretarial functions of the Company are done by its experienced executives in consultation with a firm of Company Secretary in practice.

DEMATERIALISATION OF SHARES

Approximately, 76.79%of the equity shares of the Share Capital of the Company already been dematerialized.

CORPORATE GOVERNANCE

The Report on Corporate Governance as stipulated under clause-49 of the Listing Agreements forms part of the Annual Report. And the requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is annexed to the report on Corporate Governance.

FIXED DEPOSIT

During the year, your Company has neither invited nor accepted/renewed any deposits from public within the meaning of Section 58A, 58AA and other applicable provisions of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

* In the preparation of the annual accounts, the applicable Accounting Standards read with requirements set out under Schedule VI to the Companies Act,1956, have been followed and there are no material departures from the same;

* The Directors have selected such accounting policies and applied them consistently in consultation with the Statutory Auditors and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the loss of the Company for the year ended on that date;

* The Directors have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

* The Directors have prepared the annual accounts of the Company on a ‘going concern'' basis. ACKNOWLEDGEMENTS

The Board of Directors would like to express their appreciation for the co-operation and continued support received from investors, its employees, regulatory authorities, bankers during the year under report. We look forward to their continued patronage and encouragement in our all future endeavour.

For and on behalf of the Board

Laxmipat Sethia

Kolkata, 31st May 2014 Managing Director

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Mar 31, 2013

Your Directors present the 22nd Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March 2013.

FINANCIAL RESULTS (Rs.Inlacs)

Particulars 31.03.2013 31.03.2012

Sales and Other Income 17.74 18.59

Total Expenditure 17-05 17-63

Operating Profit (PBIT) 0.70 0.96

Less: Provision for Taxation

- Income Tax-Current 0.08 0.13

- Income Tax-Previous Year - -

Profit After Taxes 0.62 0.83

Add: DeferredTax assets/(Liabilities) 0.13 0.17

Net Profit/(Loss) (IncL Deferred Taxes) 0.49 0.66

Reserves & Surplus (324-54) (325.03)

Previous year*s figures have been regrouped/reclasfiified wherever necessary.

CAPITAL

The Share Capital of the Company remains unchanged during the year ended on3l*March''20i3.

REVIEW OF BUSINESS OPERATIONS, ACTIVITIES & FUTURE PROSPECTUS

During the year Company''s main income derived from trading activities in equity shares. Besides, the Company had also income from interest and dividend. After meeting fixed over heads, the profit before taxes was Rs.o.70lacs and after taxes the profit was Rs,o.49lacs. Due to brought forward losses and unabsorbed depreciation, MAT of Rs.0.081acs has been provided. The net worth of the Company as at 31.03.2013 after adjusting aforesaid profit was negative.

Your Directors has always keeping their endless efforts towards performance of the Company and expected a better financial environment and business growth in coming years.

DIVIDEND

In view of accumulated losses, your Directors regret their inability to recommend payment of dividend for the year.

DIRECTORS

As per the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Vivefc Gupta, retires by rotation and is eligible for reappointment The brief particulars of the Director of the Company, retiring by rotation and proposed to be reappointed at the ensuing Annual Genera] Meeting is part of the notice

AUDITORS & THEIR REPORT

M/s. Damle Dhandhania & Co. Chartered Accountants, the Statutory Auditors retire at the forthcoming Annual General Meeting and are eligible for re-appointment. The Company has received the certificate from the retiring auditors to the effect that the appointment, if made, will be in accordance with the limits prescribed under Section 224(i-B) of the Companies Act,i956.

Reports of the Auditors, when read together with the relevant Notes to the Accounting Policies, are self explanatory.

SUBSIDIARY COMPANIES

Your Company has one domestic subsidiary namely, Evernew Infracon Private Limited. In compliance to the circular and directions issued by the Ministry of Corporate Affairs vide its General Circular No-2/20ii file N0.51/12/2007-CL-III dated 8th February 2011, under Section 212(8) of the Companies Act, 1956 to grant a general exemption from attaching the financials along with the Directors'' Report and the Auditors'' Report of the subsidiary companies to the financials of the holding company on fulfillment of certain conditions, the Company has attached a summary of the financial statements of the subsidiary company.

As per Clause -32 of the listing Agreement the consolidated financial statements of the Company with its subsidiary form part of the Annual Report. The copies of the audited annual accounts of the Company''s subsidiary and other related documents can also be sought by any member of the Company on making a written request to the Company in this regard. The annual accounts of the subsidiary company is also available for inspection by any member of the Company at the company''s and /or the concerned Subsidiary''s registered office.

REVIEW OF OPERATIONS OFTHE SUBSIDIARY COMPANY

M/s. Evernew Infracon Private Limited, incorporated on 27th February 2013 having Share Capital of Rs.1,00,000/-divided into 10,000 equity shares of nice value of Rs.10/- each. The main object of the Company is to investment in real estate businesses and other related businesses. It has ''NIL'' income and expenses were Rs.0.12lacs during the year under report. It has not done any business activity during the year under consideration.

SECRETARY

The Company has unable to get a Company Secretary at a reasonable and affordable remuneration. To discharging the secretarial functions of the Company arc done by its experienced executives in consultation with a firm of Company Secretary in practice.

MATERIALISATION OF SHARES

Approximately, 76.763!^ the equity shares of tie Share Capital of the Company already been dematerialized.

CAPITAL REDUCTION

The proposal made for reduction of Share Capital U/s.100 to 101 of the Companies Act, 1956 under Clause 24(f) of the listing agreement is pending.

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Reports on Management Discussion and Analysis have been annexed with this report and Corporate Governance as separate sections. Auditors'' Certificate on the Corporate Governance is also annexed with this report.

FIXED DEPOSIT

During the year, your Company has neither invited nor accepted/renewed any deposits from public within the meaning of Section 58A, 58AA and other applicable provisions of the Companies Act, 1956.

Pursuant to Section 2i7(2AA) of the Companies Act, 1956, the Directors, based on the representation received from the Operating Management, confirm that:

- In the preparation of the final accounts, the applicable Accounting Standards have been followed and that there arc no material departures;

- They have, in selection of the accounting policies, consulted the Statutory Auditors and haw applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

- They have taken proper and sufficient care, to the best of their knowledge and ability, for maintenance of adequate accounting records in accordance with the provisions of the Companies Act,i956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- They have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

The Board of Directors take this opportunity to thank to investors, shareholders under managemcnt^all its dedicated employees, regulatory authorities, bankers for their co-operation and continued support. We look forward to their continued patronage and encouragement in our all future endeavour.



For and on behalf of the Board



Laxmipat Sethia

Kolkata, 30th May 2013 Managing Director

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Mar 31, 2012

The Directors present the 21st Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March 2012.

FINANCIAL RESULTS (Rs. in lacs)

Particulars 31.03.2012 31.03.2011

Sales and Other Income 18.59 65.07

Total Expenditure 17.63 64.28

Operating Profit (PBIT) 0.96 0.79 Less: Provision for Taxation

- Income Tax-Current 0.13 0.00

- Income Tax-Previous Year - (0.02)

Profit After Taxes 0.83 0.81

Add: Deferred Tax assets/(liabilities) 0.17 (0.47)

Net Profit/Loss) (Incl. Deferred Taxes) 0.66 1.28

Reserves & Surplus (325.03) (325.69)

Previous year's figures have been regrouped/ reclassified wherever necessary.

CAPITAL

The Share Capital of the Company remains unchanged during the year ended on 31st March' 2012.

REVIEW OF BUSINESS OPERATIONS

Your Company has posted net profit from its operations to Rs. 0.83 Lacs after taxes.

BUSINESS ACTIVITIES & FUTURE PROSPECTUS

Since its inception, the Company had mainly involved in share trading and broking business and had faced losses. Due to poor financial conditions and uncertainty, the Company has surrendered its NSE membership and stopped its share broking activities. The Company is also member of OTCE1 exchange, bill broking or trading activity has never be done by the Company in absence of fund.

The current business strategies and policies and streamlining of its operations will bring about efficiency and reducing, costs at priority. Your Directors expected that a better performance & financial condition will be developed of the Company in near future The Directors are always keeping their efforts and attention towards the growth of the business of the Company.

DIVIDEND

In view of carry forward losses, the Board regrets to recommend any dividend for the year,

DIRECTORS

As per the provisions, of the Companies Act, 1956 and Articles of Association of the Company,

Mr. Siddharth Sethia retires by rotation and is eligible for reappointment. The brief particulars of the Director of the Company, retiring by rotation and proposed to be reappointed at the ensuing Annual General Meeting is part of the notice.

AUDITORS & THEIR REPORT

M/s. Damle Dhandhania & Co. Chartered Accountants, the Statutory Auditors retire at the forthcoming Annual General Meeting and are eligible for re-appointment. The Company has received the certificate from the retiring auditors to the effect that the appointment, if made, will be in accordance with the limits prescribed under Section 224(1-B) of the Companies Act, 1956.

Reports of the Auditors, when read together with the relevant Notes to the Accounting Policies, are self explanatory.

SECRETARY

The Company has unable to get a Company Secretary at a reasonable and affordable remuneration. To discharging the secretarial functions of the Company are done by its experienced executives in consultation with a firm of Company Secretary in practice.

DEMATERIALISATION OF SHARES

Approximately, 76.59% of the equity shares of the Share Capital of the Company already been dematerialized.

CAPITAL REDUCTION

The proposal for reduction of Share Capital U/s.100 to 101 of the Companies Act, 1956 under Clause 24(f) of the listing agreement to rationalize its Capital with brought forward losses of the Company has not yet confirmed.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Reports on Management Discussion and Analysis have been annexed with this report and Corporate Governance as separate sections. Auditors' Certificate on the Corporate Governance is also annexed with this report.

FIXED DEPOSIT

During the year, your Company has neither invited nor accepted/renewed any deposits from public within the meaning of Section 58A, 58AA and other applicable provisions of the Companies Act, 1956.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 2l7(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, confirm that:

- In the preparation of the final accounts, the applicable Accounting Standards have been followed and that there are no material departures;

- They have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

- They have taken proper and sufficient care, to the best of their knowledge and ability, for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- They have prepared the annual accounts on a going concern basis,

ACKNOWLEDGEMENTS

The Board would like to place on record its appreciation and thanks to all its employees for their dedication and contribution towards the Company's performance. The Board also thanks its investors, regulatory authorities, bankers for their business and support it has received from them.

For and on behalf of the Board

Sd/- Laxmipat Sethia Managing Director

Kolkata, 30th May 2012