Fruition Venture Ltd Directors Report

To,

The Members,

Fruition Venture Limited

Your directors have pleasure in presenting the 31st Annual Report of your Company together with the Audited Financial Statements for the financial year ended 31st March, 2025.

1. FINANCIAL RESULTS

The Companys financial performance for the year under review along with previous years figures are given hereunder:

(Amount in lakhs)

Particulars	Financial Year ended 31st March, 2025	Financial Year ended 31st March, 2024
Net Sales /Income from Business	362.82	16.08
Operations
Other Income	1.04	13.83
Total Revenue	363.86	29.90
Less:-Expense	378.79	52.89
Profit before Tax	-14.93	-22.99
Net Profit after Tax	-21.92	-35.83
Other Comprehensive Income	-11.96	6.01
Net Profit for the year	-33.88	-29.82
Amount transferred to General	-	-
Reserve
Balance carried to Balance Sheet	-33.88	-29.82

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

+ Company performance-

During the year ended 31st March, 2025 under review the total revenue of the Company was Rs. 363.86 Lakh as against Rs. 29.90 Lakh for year ended 31stMarch, 2024. The Company having a net loss of Rs. 33.88 Lakh for the year ended 31st March, 2025 against a loss of Rs. 29.82 Lakh for year ended 31st March, 2024.

? State of company affairs-

The Company is engaged in the business of trading and manufacturing of commodities. The company is having its manufacturing unit consisting of injection moulding machines for manufacturing of plastic products. The company is in the process of setting up a manufacturing facility at Khushkhera Industrial Area, Bhiwadi, Rajasthan. Detailed information on the operations of the Company and details on the state of affairs of the Company are covered in the Management Discussion and Analysis Report attached to this report.

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

Material changes and commitment if any affecting the financial position of the company occurred between the end of the financial year to which these financial statements relate and the date of the report There has been no material changes and commitments which affects the financial position of the Company occurred between the end of the financial year of the Company and date of this report.

SEGMENT PERFORMANCE

The companys operations are integrated, and therefore, it does not present separate reportable segments.

DIVIDEND

In light of the current economic conditions and the companys cash requirements, the Board of Directors has chosen not to recommend a dividend for the financial year ending March 31, 2025.

RESERVES

During the year, the Board has not transferred any amount to the Reserves of the Company.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the financial year under review, there were no change(s) in the nature of the business carried out by the Company. The Company carried out the same business mentioned in the memorandum of association of the Company.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES, THEIR HIGHLIGHTS OF PERFORMANCE AND THEIR CONTRIBUTION TO OVERALL PERFORMANCE OF THE COMPANY

The Company has no subsidiaries and no associate companies within the meaning of Section 2(87) and 2(6) respectively of the Companies Act, 2013 (“Act”) as on March 31, 2025. The Company has not entered into any joint venture during the year.

SHARE CAPITAL AND LISTING

The Authorized Share Capital of the company was RS. 10,00,00,000 (RS. Ten Crores Only) and Paid-up Capital was RS. 4,00,00,000 (Rs. Four Crores Only) as on 31st March, 2025, which is fully listed over Bombay Stock Exchange (BSE).

During the period under review, the company has increased its Authorised Capital from Rs. 4,00,00,000 (Rs. Four Crore only) to Rs. 10,00,00,000 (Rs. Ten Crore only) by creation of 60,00,000 (Sixty lakhs only) Equity Shares of Rs 10 each vide resolution passed in the 30t Annual general Meeting held on 30t September, 2024.

WEB-LINK FOR ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Annual Return is available on the website of the Company at www.fruitionventure.com. By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Boards report.

10. CONSOLIDATED FINANCIAL STATEMENTS

The requirement to present Consolidated Financial Statements is not applicable during the period under review. The company operates as a single entity, and there are no subsidiaries or associated entities that necessitate the consolidation of financial statements in accordance with the relevant accounting standards.

11. REVISION IN FINANCIAL STATEMENTS

In terms of section 131 of the Companies Act, 2013, the Financial Statements and Boards Report are in compliance with the provisions of section 129 or section 134 of the act and that no revision has been made during any of the three preceding Financial Years.

12. DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet. However, company is having unsecured loan from Directors of the company for which proper declaration has been furnished by them as required under Rule 2(viii) of the Companies (Acceptance of Deposits) Rules, 2014 during the period under review.

13. MATERIAL CHANGES AND COMMITMENTS

No material changes have occurred subsequent to the close of the financial year of the Company to which the Balance Sheet relates and the date of the report.

14. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE

REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Companys operations in future.

15. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) Company has selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; c) Company has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) Company has prepared the annual accounts on a going concern basis; e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and f) Company has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

16. THE COMPOSITION OF BOARD OF DIRECTORS AND KMP OF THE COMPANY

AS ON MARCH 31, 2025 IS AS FOLLOWS

Sr. Name of Director No.	DIN/PAN	Date of Appointment	Designation
1 Krishan Kumar Aggarwal	02452405	December 19, 2022	Director
2 Nitin Aggarwal	01616151	May 12, 2023	Managing Director
3 Shefali Kesarwani	10259458	September 25, 2023	Independent Director
4 Amit Singh Tomar	10063772	September 25, 2023	Independent Director
5 Jitender Kumar	AWBPK7952 Q	May 30, 2023	Chief Financial Officer
6 Arihant Sukhlecha	DIRPS7998D	November 27, 2023	Company Secretary

17. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the period under review, there were no changes in the Board of Director and Key Managerial Personnel, except, Mr. Nitin Aggarwal (DIN: 01616151), who retired by rotation, have been re-appointed in the 30t Annual General Meeting held on 30t? September, 2024.

18. NUMBER OF BOARD MEETINGS

For the financial year in review, the Board of Directors had 6 (Six) Board Meetings which were in compliance with the relevant provisions of all the applicable laws and rules. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Secretarial Standards-I. The dates of the Board Meetings were: 17t April, 2024, 29t May, 2024, 13th August, 2024, 0224 September, 2024, 14 November, 2024 and 12t February, 2025.

Name of Director	Meeting held during tenure	Meeting attended during tenure	Attendance at the last AGM held on 30th September, 2024
Krishan Kumar Aggarwal	6	6	Yes
Nitin Aggarwal	6	6	Yes
Shefali Kesarwani	6	6	Yes
Amit Singh Tomar	6	6	Yes

19. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY

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

The Company has also received a declaration from all the Independent Directors that they have registered their names in the Independent Director data bank and pass/ exempt requisite proficiency test conducted by Ministry of Corporate Affairs. After undertaking a due assessment of their disclosures, in the opinion of the Board of Directors, all the Independent Directors fulfilled the requirements of the Companies Act, 2013 and the Listing Regulations and were Independent of the management of the Company.

20. DISCLOSURE OF DECLARATION FOR DISQUALIFICATIONS BY DIRECTORS

During the year declarations were received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. Board appraised the same and found that none of the director is disqualified for holding office as director.

21. SEPARATE MEETING OF INDEPENDENT DIRECTORS

As mandated by Clause VII of Schedule IV of the Companies Act, 2013, a separate meeting of Independent Directors was held on 14t November, 2024. The Independent Directors in the said meeting has reviewed the performance of Non-Independent directors and Board as a whole including the performance of the Chairperson of the company after accounting the views of executive directors and non-executive directors and also assessed the quality, quantity and timeliness of flow of information between the management of the listed entity and the board of directors that is necessary for the board of directors to effectively and reasonably perform their duties. The Composition of Independent Directors Committee on 31st March, 2025 was as follows:

Sr. No.	Name of the Members	Nature of Membership	No. of Meetings Attended/Eligible to attend
1	Amit Singh Tomar	Chairman	1/1
2	Shefali Kesarwani	Member	1/1

22. PERFORMANCE EVALUATION & NOMINATION AND REMUNERATION POLICY

Pursuant to section 134(3)(p) of Companies Act 2013 and rule 8(4) of Companies (Accounts) Rules, 2014 and clause 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of its Committees as per the criteria laid down in the Nomination, Remuneration and Evaluation policy. The said policy available on the Companys website i.e. www.fruitionventure.com.

23. COMMITTEES OF THE BOARD

Audit Committee:

The Audit Committee reviews the audit reports submitted by Statutory Auditor, financial results, effectiveness of audit processes and the Companys risk management strategy. It reviews the Companys established systems and the Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013 and Regulation 18 read with part C of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Committee met 4 (Four) times during the financial year on May 29, 2024; August 13, 2024; November 14, 2024 and February 12, 2025.

Composition, Name of Members and Attendance during the year is as follows:

Sr. No.	Name of the Members	Nature of Membership	No. of Meetings Attended/Eligible to attend
1	Amit Singh Tomar	Chairman	4/4
2	Shefali Kesarwani	Member	4/4
3	Nitin Aggarwal	Member	4/4

* Nomination and Remuneration Committee

This Committee shall identify the persons, who are qualified to become Directors of the Company / who may be appointed in Senior Management in accordance with the criteria laid down, recommend to the Board a policy, relating to the remuneration of the Directors, Key Managerial Personnel and other employees.

The Remuneration policy as adopted by the Company envisages payment of remuneration according to qualification, experience and performance at different levels of the organization. The employees in the Company including those rendering clerical, administrative and professional services are suitable remunerated according to Industry norms.

During the financial year 2024-25, the Committee met 2 times on: August 13, 2024, and February 12, 2025.

Composition, Name of Members and Attendance during the year is as follows:

Sr. No.	Name of the Members	Nature of Membership	No. of Meetings Attended/Eligible to attend
1	Amit Singh Tomar	Chairman	2/2
2	Shefali Kesarwani	Member	2/2
3	Krishan Kumar Aggarwal	Member	2/2

o STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee is constituted in accordance with Section 178 of the Companies Act, 2013 and applicable rules thereto and as per Regulation 20 of SEBI Listing Regulations.

The Committee met during the financial year on February 14, 2025.

Composition, Name of Members and Attendance during the year is as follows:

Sr. No.	Name of the Members	Nature of Membership	No. of Meetings Attended/Eligib le to attend
1	Krishan Kumar Aggarwal	Chairman	1/1
2	Amit Singh Tomar	Member	1/1
3	Shefali Kesarwani	Member	1/1

24. REPORTING OF FRAUD UNDER SECTION 143(12)

No fraud has been reported by auditors under Section 143(12) of the Companies Act, 2013: a. Nature of the Fraud: NA b. Parties involved: NA c. Financial impact: NA d. Corrective actions: NA

25. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY

MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The information required under Section 197(2) of the Companies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is attached as per “Annexure-1”.

26. STATUTORY AUDITORS

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

There are no audit qualifications, reservations, disclaimers, or adverse remarks, or reporting of fraud in the statutory auditors report given by M/s Sunil K Gupta & Associates.

The observations and comments given by the Auditors in their report read together with notes on Financial Statements are self-explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013.

Boards comment on the Auditors Report:

The observations of the statutory auditors when read together with the relevant notes to the accounts and accounting policies are self-explanatory.

27. SECRETARIAL AUDITORS

Under the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder M/s Jinu Jain, Company Secretaries, Practicing Company secretary has given secretarial audit report for financial year 2024-25, There are no qualifications, reservations, disclaimers, or adverse remarks in the said Secretarial Audit Report. Secretarial audit report forms part of the Board Report as “Annexure -3”.

28. INTERNAL AUDITORS

Pursuant to provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rule, 2014 as amended from time to time, the Company is required to appoint an internal auditor of the Company to conduct internal audit of the functions and activities of the Company. In compliance with the above provisions, your Company has complied with the provisions.

The Internal Audit conducted the internal audit as per internal audit standards and places before the board the Internal audit report from time to time.

29. COST RECORDS AND COST AUDITORS

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

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER

SECTION 186 OF THE COMPANIES ACT, 2013

The detail of Loan and Investments made by Company as at end of the financial year is as under:

Amount in Lakhs

Description	Loans/Advance/ Investments as at 31.03.2025	Loans/Advance/ Investments as at 31.03.2024
Other Advances	[0)	5.00
Investment	5.33	17.29

31. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK

MANAGEMENT POLICY OF THE COMPANY

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

32. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON

ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As per the provisions of Section 135 of the Companies Act, 2013, the requirement to undertake Corporate Social Responsibility (CSR) activities is not applicable to the Company. Consequently, the Company is not obligated to carry out or report any CSR activities during the financial year.

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated in Section 134(3)(m) of the Companies Act, 2013 and rules framed there under is enclosed herewith as “Annexure - 2”.

34. INTERNAL FINANCIAL CONTROLS

The requirements concerning the adequacy and operating effectiveness of Internal Financial Controls have been reinforced. The Board provides the following: a. A detailed account of risk management strategies- The Board has necessary policy to mitigate the risk involved in the operations of the Company. b. A commentary on any material weaknesses identified during the year- NA ao Changes made to the internal control systems- NA

Reporting any fraud or irregularities detected by internal or statutory auditors- NA

This ensures that stakeholders are aware of the financial discipline and risk management integrity followed by the company.

35. DETAILS OF APPLICATION UNDER INSOLVENCY AND BANKRUPTCY CODE

(IBC)

Since there are no corporate insolvency resolution process or initiations are pending against the Company under the Insolvency and Bankruptcy Code, 2016, disclosures relating to the same are not applicable to your Company.

36. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

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

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

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

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

The Company has in place a policy for Prevention of Sexual Harassment at the Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The details of the complaints pertaining to sexual harassment of women received during the year are as under:

Sr. No.	Particulars	No. of complaints
1	No. of complaints filed during the financial year	NIL
2	No. of complaints disposed off during the financial year	NA
3	No. of complaints pending as at the end of the financial year	NIL

37. IMPACT OF AMENDMENTS IN COMPANIES (ACCOUNTS) RULES, 2024

With the introduction of Companies (Accounts) Second Amendment Rules, 2024, the following disclosures are as follows:

a. Statement on compliance with Secretarial Standards- The Company has complied with the secretarial standards as applicable on the Company.

b. Emphasis on digital records maintenance, audit trails, and data security compliance-The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2025 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors)

Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31, 2025.

All sensitive information is being protected against unauthorized access, loss, or misuse at all times

. SHARES

Issue of equity shares with differential rights:

The Company has not issued any shares with differential voting rights and accordingly the provisions of Section 43 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 of the Companies Act, 2013 and rules framed there under are not applicable for the year.

1I. Issue of sweat equity shares:

The Company has not issued any sweat equity shares and accordingly the provisions of Section 54 read with Rule 8(13) of the Companies (Share Capital and debentures) Rules, 2014 of the Companies Act, 2013 and rules framed there under are not applicable for the year.

III. Issue of employee stock options:

The Company has not granted stock options and accordingly the provisions of Section 62(1)(b) read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 of the Companies Act, 2013 and rules framed there under are not applicable for the year.

Iv. Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees: The Company has not made any purchase or provision of its own shares by employees or by trustees for the benefit of employees during the financial year 2024- 25.

Increase in Authorized Share Capital of Shares:

During the year, the Company have increased in its Authorized Share Capital from Rs. 4,00,00,000 (Rs. Four Crores Only) to Rs. 10,00,00,000 (Rs. Ten Crores Only) in its 30t Annual General Meeting held on 30tt September, 2024.

VI. Issue of Equity Shares:

During the year, the Company had made no issue of securities and had no variations or alterations in its Register of Members.

39. CERTIFICATE ON NON-DISQUALIFATION OF DIRECTORS

None of the Directors on the Board of the Company for the FY ended March 31, 2025, have been debarred or disqualified from being appointed or continuing as Director of the Company. The Company have received a Certificate from Secretarial Auditor as per “Annexure-4” and placed the same in Board meeting.

40. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

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

It is affirmed that no personnel of the Company have been denied access to the Audit Committee.

41. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED

PARTIES

The related party transactions, which were in ordinary course of business and at arms length basis.

All related party transactions that were entered into during the financial year ended 31st March, 2025 were on an arms length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted. Further, there are no materially significant related party transactions during the year under review made by the Company with Promoters, Directors, or other designated persons which may have a potential conflict with the interest of the Company at large.

The suitable disclosures as required by the Accounting Standards (IND AS 24) have been made in the notes to the Financial Statements forming part of this annual report.

42. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

43. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The provisions of the Maternity Benefit Act, 1961 are not applicable to the Company, as the Company does not meet the eligibility criteria specified under the Act, i.e., it does not employ ten or more persons as per the threshold limit prescribed under Section 2(1)(b) of the Act. 44, DESIGNATED PERSON AS PER SECTION-90 OF COMPANIES ACT , 2013 The Board of Directors hereby designates Mr. Nitin Aggarwal, Director as the "Designated Person" under Section 90, read with Sub-rule (5) of Rule 9 of the Companies (Significant Beneficial Ownership) Rules, 2018. The appointment is effective until further notice.

45. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND

PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

46. INDIAN ACCOUNTING STANDARDS (IND-AS)

Financial Statements of your Company for the financial year ended 31st March, 2025, are prepared in accordance with Indian Accounting Standards (IND-AS), as notified under Section 133 of the Companies Act, 2013 (‘the Act) read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

a7. CORPORATE GOVERNANCE

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

The Compliance certificate from the practicing company secretary regarding non applicability of corporate governance has been received and noted.

48. MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion and Analysis as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report. It speaks about overall industry structure, global and domestic economic scenarios, developments in business operations, internal controls and their adequacy, risk management systems and other material developments during the Financial Year 2024-25.

49. ANNUAL SECRETARIAL COMPLIANCE REPORT

Annual Secretarial Compliance Report for the financial year ended 31 March, 2025 was not applicable on our company.

50. BUSINESS RESPONSIBILITY REPORT

Your Company is not required to submit Business Responsibility Report for the year ended 31st March, 2025 as stipulated under Regulation 34 of the SEBI Listing Regulations, provided that where the provision of the Act becomes applicable to the Company at a later date, the Company shall comply with the requirements within stipulated time from the date on which the provisions become applicable to the Company.

51. DEMATERIALIZATION OF SHARES

Trading in the Equity Shares of the Company is only permitted in the dematerialized form as per the Securities and Exchange Board of India (SEBI) circular dated May 29, 2000. The Company has established connectivity with both the Depositories viz. National Security Depository Ltd. (NSDL) as well as Central Depository Services (India) Ltd. (CDSL) to facilitate the demat trading. As on 31st March, 2025, 74.27% of the Companys Share Capital is in dematerialized form.

The ISIN allotted to the equity shares of the Company is INE836C01015. The Companys shares are frequently traded on BSE Limited.

52. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT

THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

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

53. CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY

INSIDERS

In terms of SEBI (Prohibitions of Insider Trading) Regulations, 2015, as amended from time to time, the Company has adopted a Code of Conduct for Prevention of Insider Trading (Insider Code) as approved by the Companys Board. Any Insiders (as defined in Insider Code) including designated employees & persons and their relatives are, inter-alia, prohibited from trading in the shares and securities of the Company or counsel any person during any period when the “unpublished price sensitive information” are available with them. The Insider Code also requires pre- clearance for dealing in the Companys shares and prohibits dealing in Companys 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.

54. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL

GENERAL MEETINGS.

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings and Annual General Meetings.

55. STOCK EXCHANGE LISTING & COMPLIANCES:

The Equity Shares of your company are continued to be listed on Bombay Stock Exchange Limited, Mumbai. The company confirms that the Annual Listing fees to Bombay Stock Exchange Limited has been paid and is up to date. NSDL & CDSL, Depositories are providing their services to our valued shareholders/ members. Your company has paid Annual Fees to all of them for the financial year 2024-2025.

56. CFO CERTIFICATION:

Pursuant to Regulation 17(8) read with Schedule II Part B of the Listing Regulations, a certificate from the Chief Financial Officer (‘CFO) of the Company have certified and confirming the correctness of the Financial Statements (Standalone) and Cash Flow Statements (Standalone), adequacy of the internal control measures for financial reporting for the year ended March 31, 2025. The certificate forms part of this report as “Annexure-5”.

57. ACKNOWLEDGEMENTS

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

		For and on Behalf of the Board of Directors
			For Fruition Venture Limited
Date: 29-08-2025	Nitin	Aggarwal	Krishan Kumar Aggarwal
Place: New Delhi	Managing Director	Director
	DIN:	01616151	DIN: 02452405