Fruition Venture Ltd Directors Report

To

The Members of Fruition Venture Ltd.

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

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, 2024	Financial Year ended 31stMarch, 2023
Net Sales /Income from Business Operations	16.08	434.92
Other Income	13.83	8.00
Total Income	29.90	442.91
Less:-Expense	52.89	458.06
Profit before Tax	-22.99	-15.15
Net Profit after Tax	-35.83	8.32
Other Comprehensive Income	6.01	-12.94
Net Profit for the year	-29.82	-4.62
Amount transferred to General Reserve	-	-
Balance carried to Balance Sheet	-29.82	-4.62

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS • Company performance-

During the year ended 31st March, 2024 under review the total income of the Company was Rs29.90 Lakh as against Rs 442.91 Lakh for year ended 31st March, 2023. The Company having a net loss of Rs. 29.82 Lakh for the year ended 31st March, 2024against a loss of 4.62 Lakh for year ended 31st March, 2023.

• State of company affairs-

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

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

• Change in nature of Business of the Company

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

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

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

3. DIVIDEND

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

4. SHARE CAPITAL

The Paid up Equity Share Capital as on 31st March, 2024 was Rs. 4,00,00,000 (Rs. Four crore only).

5. SHARES

a) Bonus Shares

Nil Bonus Shares were issued during the year under review.

b) Buyback shares

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

c) Sweat Equity shares

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

d) Employees Stock Option Plan

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

6. 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.

7. INDIAN ACCOUNTING STANDARDS (IND-AS1

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

8. FIXED DEPOSITS

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

9. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES

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

10. 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.

11. 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.

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

Provisions of Corporate Social Responsibility are not applicable on Company.

13. MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion and Analysis as stipulated under 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 2023-24.

14. ANNUAL SECRETARIAL COMPLIANCE REPORT

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

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

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

16. 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 31.03.2024	Loa n s/Ad va n ce/ Investments as at 31.03.2023
Advances	7.76	2.76
Investment	17.29	11.27

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATEDPARTIES

There were contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review and details are enclosed herewith as "Annexure - 2". Policy on related party contracts and arrangements is attached on the website of Company with link of the company.

18. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT. PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

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

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

19. DECLARATION OF INDEPENDENT DIRECTORS

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. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

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

21. BUSINESS RESPONSIBILITY REPORT

Your Company is not required to submit Business Responsibility Report for the year ended 31st March, 2024 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.

22. EXTRACT OF ANNUAL RETURN

The Annual Return of the Company as on 31st March, 2024, in prescribed e-form MGT-7 in accordance with Section 92(3) of the Act, read with Section 134(3)(a) of the Act, is available on the Companys website at http://www.fruitionventure.com Further the Annual Return (i.e. e-form MGT-7) for the FY24 shall be filed by the Company with the Registrar of Companies, Delhi, within the stipulated period and the same can also be accessed thereafter on the Companys website at http://www.fruitionventure.com

23. DEMATERIALIZATION OF SHARES

Trading in the Equity Shares of the Company is only permitted in the dematerialized form as per the Securities and Exchange Board of India (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, 2024, 73.79% of the Companys Share Capital is in dematerialized form.

The ISIN allotted to the equity shares of the Company isINE836C01015. The Companys shares are frequently traded on BSE Limited.

24.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.

There were no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year under review.

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

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

26. PARTICULARS OF EMPLOYEES:-

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

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

27. NUMBER OF BOARD MEETINGS

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

S.No.	Date of Board Meeting
1.	14th April, 2023
2.	10th May, 2023
3.	29th May, 2023
4.	14th August, 2023
5.	25th August, 2023
6.	26th August, 2023
7.	29th September, 2023
8.	14th October, 2023
9.	14th November, 2023
10.	27th November, 2023
11.	15th January, 2024
12.	14th February, 2024

Meeting for Independent Director for financial year 2023-24 was held on 14th November, 2023.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Details of Directors:

SI. No	Name	Designation
1	Mr. Nitin Aggarwal	Managing Director
2	Mr. Krishan Kumar Aggarwal	Director
3	Ms. Shefali Kesarwani	Independent Director
4	Mr. Amit Singh Tomar	Independent Director

Details of KMP:

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

SI. No	Name Designation
1	Mr. Arihant Sukhlecha Company Secretary & Compliance Officer
2	Mr. Jitender Kumar CFO

COMMITTEES OF THE BOARD

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

• Audit Committee of Directors

SL. NO.	Date of meeting
1	10.05.2023
2	29.05.2023
3	14.08.2023
4	25.08.2023
5	14.11.2023
6	14.02.2024

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

• Nomination and Remuneration Committee

SL. NO.	Date of meeting
1	14.04.2023
2	25.08.2023
3	26.08.2023
4	29.09.2023
5	27.11.2023

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

• STAKEHOLDERS RELATIONSHIP COMMITTEE

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

28. PERFORMANCE EVALUATION OF THE BOARD. ITS COMMITTEES AND INDIVIDUAL DIRECTORS

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

29. 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 Act (including any statutory modification(s) or re-enactment(s) for the time being in force) and Regulation 19 of the SEBI Listing Regulations. 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 of your Company is not drawing remuneration from the Company. The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1), 5(2) & 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/employees of the Company and a statement showing the names of top ten employees of the Company in terms of remuneration drawn and other particulars of the employees drawing remuneration in excess of the limits set out in said rules are given in "Annexure - 3" to this Report.

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

30. Auditors

• 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 29th Annual General Meeting.

• SECRETARIAL AUDIT

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

• INTERNAL AUDIT

Pursuant to provisions of Section 138 of the Companies Act, 2013 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.

• INTERNAL FINANCIAL CONTROLS

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

• Cost Records and Cost Audit

Requirement of 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.

31. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has adopted a Vigil Mechanism and Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the 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 has been denied access to the Audit Committee.

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

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

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

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

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

33. CODE OF CONDUCT

As prescribed under the provisions of Section 149 of the Companies Act, 2013 read with Schedule IV thereto and Regulation 26 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for its Board of Directors and senior management and employees, the Company has formulated a comprehensive Code of Conduct (the Code). The Code is applicable to Directors and senior management and employees to such extent as may be applicable to them depending upon their roles and responsibilities. The Code gives guidance and support needed for ethical conduct of business and compliance of law. The Code reflects the values of the Company viz. Customer Value, Integrity, one team and Excellence.

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

34. 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. A copy of the code has been uploaded on the Companys website. Any Insiders (as defined in Insider Code) including designated employees & persons and their relatives are, inter- alia, prohibited from trading in the shares and securities of the Company or counsel any person during any period when the "unpublished price sensitive information" are available with them. The Insider Code also requires pre-clearance for dealing in the 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.

36. 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.

ANNEXURES FORMING PART OF THE DIRECTORS REPORT

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

Annexures	Particulars
Annexure-1	Particulars of Conservation of Energy, Technology Absorption and Foreign and Outgo
Annexure-2	Related Party Transaction Disclosure in Form AOC-2
Annexure-3	Particulars Of Employees Remuneration
Annexure-4	Secretarial Audit Report
Annexure-5	Certificate of Non-Disqualification of Directors
Annexure-6	Declaration Regarding Compliance of Code of Conduct
Annexure-7	Certification by CEO/ MD & CFO

35.DIRECTORS RESPONSIBILITY STATEMENT

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

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

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent 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) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. -

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

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

36. ACKNOWLEDGEMENTS

Your directors place on records their sincere thanks to bankers, business associates, consultants and various Government Authorities for their continued support extended to your 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
	Sd/-	Sd/-
Date: 02-09-2024	Nitin Aggarwal	Krishan Kumar Aggarwal
Place: New Delhi	Managing Director	Director
	DIN: 01616151	DIN: 02452405