Inventure Grow. Director Discussions


Dear Members,

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

Financial Results

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

(Rs in Lakhs)

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

OVERVIEW OF COMPANYS FINANCIAL PERFOMANCE.

STANDALONE:

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

CONSOLIDATED:

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

CHANGE IN NATURE OF BUSINESS.

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

INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY.

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

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY.

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

SHARES.

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

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

SUBSIDIARIES COMPANIES

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

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

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

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

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

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

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

MANAGEMENT DISCUSSION AND ANALYSIS.

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

CORPORATE GOVERNANCE REPORT.

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

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

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

Sr. Action taken by Details of violation Details of action taken e.g. fines, warning letter, debarment etc.
1 BSE Inspection has issued letter number L/DOBS/KM- 275/IR/2022-2023/442 dated 03/02/2023 for the inspection period FY 20-21 Exchange has observed the following violation Wrongly reported Demat account wise holding on Exchange portal with actual holding in Demat account. Order awaited from BSE Inspection team
Not settled funds of inactive clients on 5096 instances out of total 224568 instances within prescribed time limit.
Further exposure granted to certain clients beyond T+2+5 day in spite of debit balance in client ledger
Funds of creditors are being utilized either for settlement obligations of debit clients or for own purposes for 3 dates.
2 BSE Inspection has issued letter number L/DOBS/KM- 275/IR/2023- 2024/57 Exchange has observed the following violation Order awaited from BSE Inspection team
Exchange has observed mismatch while comparing Back office holding file with NSDL and CDSL holdings as on March 31, 2022
Unmoved creditors found between 2 quarter as on 31/12/2021 & 31/03/2022
dated 18/04/2023 for the inspection period FY 21-22 Misutilisation of clients funds found during the inspection period, as G Negative found by auditor for 30 dates. Net worth as on 31/03/22 has not consider the advance to suppliers value, while deriving the net worth which resulted in short deduction (net) of Rs.18,79,505 /- which will reduce the net worth from Rs.87,48,17,697/- (as per submission) to Rs. 87,29,38,192
While comparing three half yearly Net worth, it is observed that Net worth increases y 64.08 % in March 31, 2022, as compared to September 30, 2022, and Net worth increases by 3.52 % in September 30, 2022 as compared to March 31, 2022
3 MCX Inspection issued observation letter to IGSL for books of accounts, other records and documents for the period from April 01.2021 to March 31.2022 vide letter number MCX/INSP/SM/22- 23/1667 dated -24th March 2023. Exchange has observed the following violation Exchange has levied penalty of Rs. 67500+ Advice + Warning
Non settlement of funds and securities of clients at least once in a calendar quarter or month.
The gap between two running account settlements is more than 90/30 days as per the choice of client. Member has not returned funds of clients who have not traded for 30 days.
Member has passed penalty for Upfront margin requirements in compliance to the rules and guidelines prescribed by the Exchange/ Clearing Corporation Member has marked in-correct Mobile Number uploaded in Unique Client Code (UCC) database. Member has not identified all inactive client accounts and marked / flagged as Inactive in UCC database of all the respective Exchanges.
Observations in past by SEBI/MCX inspection conducted are repeated. The gap between two running account settlements is more than 90/30 days as per the choice of client.
Member has not taken corrective steps to rectify the deficiencies observed in the inspection carried out by the SEBI/Exchange. Further Member has not complied with the qualifications/violations made in last SEBI/Exchange inspection report.

TRANSFER TO RESERVE.

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

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

DIVIDEND

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

6 NCDEX Inspection has conducted inspection of IGSL for books of accounts, other records and documents for the period from April 01, 2022 to March 31, 2023. NCDEX Exchange has not found any violation/observation in their report dated 23/06/2023. Inspection has closed without violation.
7 MCX Inspection has conducted inspection of IGSL for books of accounts, other records and documents for the period from April 01, 2022 to March 31, 2023 vide Letter no MCX/INSP/VP/LOI/2 3-24/0213 Dated 27/06/2023. Inspection are in initial level with member to collecting data only. Inspection are in initial level with Member to collecting data only.
8 BSE Inspection has conducted inspection of IGSL for books of accounts, other records and documents for the period from April 01, 2022 to March 31, 2023 through Email dated 14/07/2023. Inspection are in initial level with member to collecting data only. Inspection are in initial level with Member to collecting data only.

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

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

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

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

During the year under review there was following:

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

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

Director liable to retire by rotation

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

Meetings of the Board

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

Committees of Board

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

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

Separate Meeting of Independent Directors

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

Declaration by Independent Directors

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

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

Key Managerial Personnel.

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

• Mr. Kanji B. Rita -Chairman and Managing Director

• Mr. Kamlesh S. Limbachiya- Whole-Time Director

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

• Mr. Arvind J. Gala- Chief Financial Officer

Familiarization Programmes

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

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

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

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

Appointment Criteria and Qualifications:

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

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

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

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

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

Evaluation of Boards Performance:

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

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

DIRECTORS RESPONSIBILITY STATEMENT:

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

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

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

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

AUDITORS AND AUDITORS REPORT

A. STATUTORY AUDITORS

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

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

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

Reporting of Fraud

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

Statutory Auditors Report

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

B. INTERNAL AUDITORS

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

C. SECRETARIAL AUDITORS

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

Secretarial Auditors Report:

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

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

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

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

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

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

Secretarial Audit of Material Subsidiaries

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

MAINTAINANCE OF COST RECORDS

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

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

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

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

ANNUAL RETURN

Pursuant to section 134(3)(a) and Section 92(3) of Companies Act, 2013 read with relevant Rules framed thereunder, The Annual Return of the Company in E-form MGT -7 is available on the website of the Company at https://www.inventuregrowth.com/IGSL MGT-7 2023

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

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

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

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

VIGIL MECHANISM

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

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

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

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

LISTING OF SECURITIES

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

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

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

Foreign Exchange Earning and Outgo

Your Company has no foreign exchange earnings and outgo.

Leveraging Digital Technology

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

RISK MANAGEMENT POLICY.

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES.

Relations with employees across all the offices and units continued to be cordial.HR policies of the Company are focused on developing the potential of each employee. With this premise, a comprehensive set of HR policies are in place, aimed at attracting, retaining and motivating employees at all levels. Your Company had 96 permanent employees as on 31st March 2023.

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

DEPOSITS (UNDER CHAPTER V):

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

INTERNAL FINANCIAL CONTROLS SYSTEMS AND ADEQUACY.

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

CODE OF CONDUCT

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

COMPLIANCE WITH SECRETARIAL STANDARDS

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

PREVENTION OF INSIDER TRADING:

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

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

OTHER DISCLOSURES

1. There are no proceedings, either filed by the Company or filed against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other courts during the FY 2022-23.

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

APPRECIATION AND ACKNOWLEGEMENT.

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

For lnventure Growth & Securities Limited Sd/-

Sd/-

Mr. Kanji B. Rita

Mr. Kamlesh S. Limbachiya

(Chairman & Managing Director)

(Whole-Time Director)