Inventure Growth & Securities Ltd Directors Report

Dear Members,

The Directors of your company are pleased to present to you the Thirtieth Annual Report of the Company together with Audited Financial Statement of Accounts and the Auditors Report of your Company for the Financial Year ended on 31^st March, 2025.

Financial Results

The Summary of Financial Results for Both Standalone and Consolidated Financial Result for the Financial Year 2024-25 in comparison to Financial Year 2023-2024 are given below: ( in Lakhs)

Particulars	Standalone		Consolidated
	2024 -25	2023-24	2024 -25	2023-24
Gross Income	4289.76	4816.57	6240.54	6250.74
Profit Before Depreciation, Interest & Tax	427.06	1543.51	1086.98	2449.7
Less: Depreciation	62.90	68.66	62.92	74.18
Interest	205.68	97.48	426.88	228.43
Profit Before Exceptional item & Tax	158.48	1377.37	597.18	2147.09
Add/(less) : Exceptional item	-19.70	378.00	-19.70	378.00
Profit Before Tax	178.18	999.37	616.88	1796.09
Current Tax	60.87	418.41	142.83	594.20
Deferred Tax	9.23	-21.57	47.21	-
Tax Adjustment for earlier year	53.54	-0.06	103.31	3.35
Mat Credit entitlement	39.42	-	116.57	1.09
Net Profit(Loss)	15.11	605.65	206.96	1197.45
Less	-	-	-	(0.0004)
Share of Profit/Loss of Non-Controlling Interest
Other Comprehensive income	-13.84	-6.74	11.60	86.48
Total Comprehensive income	1.27	595.87	218.56	1283.93
Basic and Diluted Earnings Per Share	0.002	0.07	0.02	0.14
Opening Balance of Retained Earnings	3538.49	2940.58	7057.47	5970.37
Closing Balance of Retained Earnings	3678.60	3538.49	7496.46	7057.47

comparable with current period.

OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE STANDALONE:

Your company has earned a Profit of 15.11 Lakhs (before OCI) for the current Financial Year 2024-2025 as compared to a profit of 605.65 Lakhs (before OCI).

CONSOLIDATED:

Your Company has earned a Profit of 206.96 Lakhs (before OCI) for the current Financial Year 2024-2025 as compared to a profit of 1197.45 Lakhs (before OCI).

SCHEME OF ARRANGEMENT:

The Board of Directors of the Company, on basis the recommendation of Audit Committee and Independent Director Committee of the Company at its meeting held on 4^th April, 2025, approved the scheme of arrangement AMONG

INVENTURE GROWTH AND SECURITIES LIMITED ("Transferee Company" / "Demerged Company") AND INVENTURE FINANCE PRIVATE LIMITED ( "Transferor Company 1") AND INVENTURE COMMODITIES LIMITED ("Transferor Company 2") AND INVENTURE INSURANCE BROKING PRIVATE LIMITED ( "Transferor Company 3") AND INVENTURE DEVELOPERS PRIVATE LIMITED ("Transferor Company 4") AND INVENTURE WEALTH MANAGEMENT LIMITED

Annual Report 2024-25

("Resulting Company") AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS UNDER SECTIONS 230 TO 232 OF THE COMPANIES ACT, 2013 READ WITH SECTION 66 OF THE COMPANIES ACT, 2013 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 ALONG WITH APPLICABLE RULES MADE THEREUNDER.

The Company made an application to stock exchange on 30^th April, 2025 to obtain prior approval in terms of provision of Regulation 37 of listing regulation before submitting the scheme to National Company Law tribunal.

Your Company is yet to get prior approval from stock exchanges.

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 2024-2025 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 under review your Company had raised funds through Right Issue and the Board of Directors in their meeting held on 21^st August, 2024 approved to issue 21,00,00,000 shares @2.33 per share. The New shares shall be rank pari-pasu in terms of voting and other rights as the existing equity shares.

SUBSIDIARIES COMPANIES

Your 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. As on 31^st March, 2025 your Company has total Six (6) Subsidiaries Companies a 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.

Your Company does not have any associate Company or joint venture.

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 https:// www.inventuregrowth.com/investorrelation?categoryId=3&subcategoryId=2.

As on 31^st March, 2025, Inventure finance private limited is the material subsidiary of your company.

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 read with Schedule V of the Listing Regulations is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE REPORT

The Company is committed to maintain highest standards of corporate governance aligned with the best practices. Pursuant to applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed report on Corporate Governance forms part of this Report. The Company is in compliance with the various requirements and disclosures that have to be made in this regard. A certificate from the Auditor confirming compliance of the conditions of Corporate Governance as stipulated under the Listing Regulations 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 Companys operations in future except there are some penalties & inspections were ordered by Stock Exchanges which are as follows:

No.	warning letter, debarment etc.
1. SEBI vide its	Regulation 57(1)&(2) read with clause 2(VII) Under section 11, 11(4), & 11B of SEBI
order dated	(G) & (XVI)(B)(2) of Part A of Schedule VIII of Act, 1992 SEBI has passed order dated 6th
06/08/2018	Securities and Exchange Board of India (Issue August 2018 wherein it has directed that;
	of Capital and Disclosure Requirements) a. the Company Directors
	Regulations, 2018 b. Nagji K Rita
	(SEBI (LODR), 2018) c. Virendra D Singh
	Section 12A(a),(b),(c) of the Securities and d. Kanji B Rita
	Exchange Board of India Act, 1992 (SEBI Act, e. Vinod K Shah
	1992) read with Regulations 3(b),(c),(d), f. Pravin M Gala
	4(1), 4(2)(k) & (r) of the SEBI (Prohibition g. Arun N Joshi
	of Fraudulent and Unfair Trade Practices h. Srinivasaiyer Jambunathan
	relating to Securities Market) Regulations, i. Harshavardhan M Gajbhiye
	2003. (SEBI (PFUTP) Regulations, 2003) j. Ajay Khera
	k. Deepak M Vaishnav
	l. Arvind Gala (CFO)
	m. Bhavi Gandhi (CS)
	shall not access the securities market or
	buy, sell or otherwise deal in the securities
	market, either directly or indirectly for
	a period of 4 years from the date of this
	order.
	All the directors as mentioned above shall
	not associate themselves with any listed
	company or company proposing to list,
	or any registered intermediary, in the
	capacity of a director, key management
	personnel or partner (in case of a
	partnership firm) for a period of 4 years,
	with effect from January 1, 2019.
	The Company shall ensure that the board
	of directors is reconstituted to give effect
	to the aforesaid directions in order to
	ensure the smooth functioning of the
	Company.
	CFO & CS were warned/ cautioned to
	exercise due care & diligence, in future.

 

Sr. Action taken by	Details of violation		Details of action taken e.g. fines,
No.			warning letter, debarment etc.
			SEBI vide its order dated 9th August 2018
			has allowed the Company from closing
			their respective open position at the
			earliest without any further roll- over but
			fresh positions shall not be allowed to be
			opened.
			SEBIhasconductedhearingon25/03/2019
			for adjudication proceeding against the
			Company for the above mentioned matter
			and the order on the same is awaited.
2. SEBI vide its	Section 12 A (a), (b), (c) of SEBI Act,1992 and		SEBI imposed Penalty as under:
Order dated	Regulations3 (b), (c), (d), 4(1), 4(2)(f), (k)and		a. The Company - INR 50,00,000/-
30.08.2019	(r) of the SEBI (PFUTP) Regulations		Directors
	Regulations 57 (1) and 57 (2)(a) read with		b. Nagji K Rita INR 10,00,000/-
	Clause 2 (VII) (G)and (XVI) (B) (2) of part A
	of schedule VIII and 60 (4) of theSEBI (ICDR)		c. Virendra D Singh INR 10,00,000/-
	Regulations.		d. Kanji B Rita INR 10,00,000/-
			e. Vinod K Shah INR 10,00,000/-
			f. Pravin M Gala INR 10,00,000/-
			g. Arun N Joshi INR 3,00,000/-
			h. Srinivasaiyer Jambunathan INR
			3,00,000/-
			i. Harshavardhan M Gajbhiye INR
			3,00,000/-
			j. Ajay Khera INR 3,00,000/-
			k. Deepak M Vaishnav INR 3,00,000/-
			l. Arvind Gala (CFO) INR 2,00,000/-
			m. Bhavi Gandhi (CS INR 2,00,000/-
			1) The Company INR 25,00,000/-
			Directors
			2) Nagji K Rita INR 5,00,000/-
			3) Virendra D Singh INR 5,00,000/-
			4) Kanji B Rita INR 5,00,000/-
			5) Vinod K Shah INR 5,00,000/-
			6) Pravin M Gala INR 5,00,000/-
			7) Arun N Joshi INR 2,00,000/-
			8) Srinivasaiyer Jambunathan INR
			2,00,000/-
			9) Harshavardhan M Gajbhiye INR
			2,00,000/-
			10) Ajay Khera INR2,00,000/-
			11) Deepak M Vaishnav INR 2,00,000/-
			12) Arvind Gala (CFO) INR 1,00,000/-
			13) Bhavi Gandhi (CS) INR 1,00,000/-
Sr. Action taken by		Details of violation	Details of action taken e.g. fines,
No.			warning letter, debarment etc.
3 SEBI email dated		Sections 11, 11(4) and 11B read with Section	The Company, Inventure Growth
01.07.2020 and		19 of the SEBI Act, 1992 in PSTL matter.	& Securities Limited is restrained
02.07.2020			from accessing security market as an
			Intermediary as well for
			a period of Two Years from the date
			of the Order and issued Directions to
			immediately Square off the F & O Position
			of Clients in relation to show cause notice
			dated April 30, 2015 which was issued
			after a lapse of 7 years for the alleged
			trading during the
			investigation period of 01.06.2008 to
			20.12.2008.
4. Notice from SEBI		Rule 27(1) of the SEBI (Intermediaries)	N. A.
vide letter No.		Regulations, 2008 for conducting enquiry by
EFD1/ MIRSD/		SEBI
ENQ/ DRA2/ 04/
20-21/3613/1/
2021 dt.
27.01.2021 recd.
on 15.02.2021
5. Show cause		Rule 4(1) of the SEBI Procedure for Holding	Based on Notice, Company has to file
Notice dt.		Inquiry and Imposing Penalties) Rules, 1995	reply on Notice stating that why inquiry
04.02.2022 recd.			should not be held against the Company in
on 11.02.2022			terms of Rule 4 of the SEBI (Procedure for
under Rule			holding inquiry and imposing penalties)
4(1) of the SEBI			Rules, 1995 read with section 15I of SEBI
(Procedure for			Act.
holding inquiry
and imposing
penalty) Rules,
1995 in the
matter of trading
activities of
certain entities
in Index options
contracts of
NIFTY.

 

Sr. Action taken by	Details of violation Details of action taken e.g. fines,
No.	warning letter, debarment etc.
6. MCX Inspection	Exchange has observed the following Order awaited from MCX Inspection team
issued	violation:
observation letter	Non settlement of funds and securities of
to IGSL for books	clients at least once in a calendar quarter or
of accounts,	month.
other records and
documents for	The gap between two running account
the period from	settlements is more than 90/30 days as per
April 01, 2021	the choice of client.
to March 31,	Member has not returned funds of clients
2022 vide letter	who have not traded for 30 days. Member
number MCX/	has passed penalty for Upfront margin
INSP/SM/22-	requirements in compliance to the rules
23/1667 dated	and guidelines prescribed by the Exchange/
-24th March 2023.	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.
7. NSE has issued	Following violation has been observed by MCGFC Committee has passed the
show cause	NSE Inspection team. penalty order of 58.62 lakh as on
notice to	The Noticee used the funds of credit balance 28/04/2023, wherein we filed the review
Inventure Growth	clients to meet the settlement obligations application with supporting documents as
& Securities	of debit balance clients for own purposes. on 15/05/2023.
Limited vide	(misuse of clients funds) Further additional reply also filed by us
letter no. NSE/	on 06/02/2024 & 26/02/2024 NSE has
INSP/CMFOCDS/	The notices used the funds of the credit
	balance clients to meet the margin passed the final order dated 02nd May,
REG/21-	2025 reduced the penalty amount to Rs.
22/9017/2021-	obligations of debit balance clients. (Principal
	3 of the Enhance Supervision) Mismatch of 41.55 Lakhs. we have again filled a review
9220/2022-	application with NSE.
10869 dated 07th	MC Balance for trading date 07/01/2022
June 2022	between exchange and member records.

 

Sr. Action taken by	Details of violation	Details of action taken e.g. fines,
No.		warning letter, debarment etc.
	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.
8. NSE Inspection	• Incorrect C&CE reporting	NSE Inspection team has passed the
issued	• Non settlement of client Funds.	final penalty order dated 20/11/2023
observation letter		vide reference number NSE/INSP- ENF/
to IGSL for books	• Member has engaged as a principal in	CMFOCDS/REG/23-24/ACT/09017/2023-
of accounts,	a business other than that of securities	26524, wherein exchange has levied
other records and	involving personal financial liability.	penalty of 5.10 Lakh in the matter of
documents for	• Incorrect reporting of margin/ MTM loss	IGSL has made investments in group
the period from	collection from clients to Exchange.	company engaged in other than security
January 01, 2023	• Member has not wound up all the existing	business & incorrect data reported in RBS.
to March 31,	client unpaid securities accounts" on or	We have paid the penalty and As per the
2023 vide letter	before April 15, 2023.	change in the SEBI Regulation we have
number NSE/		asked for refund.
INSP/CMFOCDS/	• Incorrect data submitted by the Member
REG/23-24/	towards Risk Based Supervision (RBS).
LO/09017/2023-	• Incorrect data submitted towards the
26524 dated -30th	weekly monitoring of client funds.
June 2023.
9. NSE Inspection	• Non settlement of client funds.	NSE Inspection team has passed the
issued	• Incorrect reporting of margin/ MTM loss	final penalty order dated 24/11/2023
observation letter	collection from clients to Exchange.	vide reference number NSE/INSP- ENF/
to IGSL for books		CMFOCDS/REG/22-23/ ACT/09017/2023-
of accounts,	• Treatment of Inactive account.	24127, wherein exchange has levied
other records and	• Non-mapping of all back-office/trading	penalty of 83,000/- in the matter of
documents for	client codes (if any) with the unique client	Mismatch of Email ID/Mobile number,
the period from	code (PAN), uploaded to the Exchange	Common Email/Mobile number uploaded
January 01, 2022	for clients.	for more than one client and Non issuance
to December 31,	• Mismatch in email ID and mobile	of Retention statement to clients.
2022 vide letter	numbers uploaded to the Exchange.
number NSE/
INSP/CMFOCDS/	• Common email ID and/or mobile number
REG/22-23/	uploaded for more than one client.
LO/09017/2023-	• Non-issuance of statement of accounts
24127 dated -	& retention statement at the time of
10th April 2023.	settlement of client accounts.

 

Sr. Action taken by	Details of violation	Details of action taken e.g. fines,
No.		warning letter, debarment etc.
10. BSE Inspection	• The following are the prima facie	Final order awaited from BSE.
schedule for	observations based on sample checking
the Inspection	• Client registration process (KYC and KRA
Period April 2022	process)
to March 2023
intimation email	• UCC verification
received on	• Periodic settlement of funds
14/07/2023	• Margin verification
	• Unmoved creditors
	• Clients funds & securities
	• Net worth verification
11. MCX Inspection	• CKYC Identifier has not been	Order awaited from MCX.
schedule for	communicated to any of the registered
the Inspection	clients.
Period April 2022	• Contract Notes not dispatched / delivered
to March 2023	to clients within 24 hours.
intimation email
received on	• Member has not returned funds of
27/06/2023	clients who have not traded for 30 days.
	• Member has sent incorrect retention
	statements to the client.
	• Trading member has not correctly
	reported to the Exchange the
	requirement on Settlement of Running
	Account of Clients Funds lying with
	Trading Member.
	• Member has passed on the penalty
	w.r.t. short collection of upfront margins
	(Initial Margin! Peak Margin) to client
	(where not permissible).
	• Member has not correctly reported day-
	wise balance (as per the bank statement).
	• Observations in past by MCX inspection
	conducted are repeated.
	• Observations of past internal audit report
	are repeated.
	• It is observed that observation in past by
	MCX inspection conducted are repeated.
	• It is observed that member has not taken
	corrective steps to rectify the deficiencies
	observed in the internal audit report.
Sr. Action taken by	Details of violation	Details of action taken e.g. fines,
No.		warning letter, debarment etc.
12. NSE has	It was observed that, Trading member has	final order awaited from NSE.
conducting	not correctly reported the data towards the
Offsite inspection	weekly monitoring of client funds.
(CMFOCDS) for	It was observed that, Trading member has
the period of	sent retention statement, however there
April 2023 to	were material discrepancies observed.
December 2023.
	It was observed that, Trading member has
	made pay-out of funds to clients in excess of
	their balances.
	It was observed that Trading member has
	delayed in sending an intimation including
	the details about the transfer of funds to
	clients by SMS at the time of running account
	settlement of funds.
	It was observed that, Trading member has
	not returned funds to clients, who have credit
	balance and not done any transaction in the
	30 calendar days since the last transaction,
	within 3 working days.
	It was observed that, Trading member has
	not correctly reported margin/ MTM loss
	collection from its clients to the Exchange.
	It was observed that, Trading Member is not
	maintaining the payout request received
	from the clients for part payment of credit
	balance clients.
	It was observed that, the trading member
	has not maintained appropriate relationship
	for the email and mobile mapped against
	client.
	It is deemed that Contract note are not
	delivered to clients within 24 hours as
	multiple clients are mapped to single email
	ID. It was observed that,
	Trading member has engaged as a principal
	in a business other than that of securities
	involving personal financial liability.
	It was observed that, Trading member has
	not maintained proper client ledgers.
	It was observed that, Trading member has
	not issued statement of accounts to clients.
	It was observed that, Trading member
	has incorrectly reported cash and Cash
	Equivalent.

 

Sr. Action taken by	Details of violation	Details of action taken e.g. fines,
No.		warning letter, debarment etc.
	It was observed that, Trading member has
	not correctly reported the data towards
	"Segregation and Monitoring of Collateral
	at Client Level" to their respective Clearing
	Member.
	It was observed that, adequate margin has
	not been collected by the Member in the
	form of cash, cash equivalent or Group
	I equity shares, with appropriate hair cut.
	It was observed that Trading Member has not
	complied with the requirement of uploading
	the KYC information with the SEBI registered
	KRAs for all new clients within 10 days from
	the date of registration.
	It was observed that running account
	authorization taken by trading member from
	client(s) is signed by client only and does not
	contain a clause which explicitly allows a
	client to revoke the said authorization at any
	time.
	It was observed that Member has not
	complied with respect to SEBI circular on
	Execution of ‘Demat Debit and Pledge
	Instruction for transfer of securities towards
	deliveries / settlement obligation and
	pledging/ repledging of securities.
	It was observed that Member has not
	maintained client registration
	documents containing all the prescribed
	mandatory documents and all fields properly
	filled up.
	It is observed that member has not submitted
	corporate governance related data.
13. BSE has	The following information/ documents not	warning to take corrective steps was
conducting onsite	displayed by the Authorization person:	issued by BSE.
LPI inspection	a. Notice Board
of our AP Mitra
Solanki and	b. SEBI Registration Certificate and
sending LOA	c. Information about the grievance
letter L/ DOBS/	redressal mechanism is not displayed at
JB-275/ IR/2023-	the terminal location.
2024/3334 Dated	d. Client visit register is not maintained.
19/03/2024
	e. Compliant register is not maintained.

 

Sr. Action taken by	Details of violation	Details of action taken e.g. fines,
No.		warning letter, debarment etc.
14. Consumer court	Dispute matter related to mode of dispatch	None
has issued a	of contract note.
notice on behalf
of client Arun
Vora to attend
the court on
10/05/2024
15. NSE Vide letter	Member has not reported the opening of	EXCHANGE has levied penalty of 5,000/-
number NSE/	their DP accounts to the Exchange within one
INSP-ENF/CM/	week of the opening.
OFFSITE/24-25/
ACT/09017/2024-
47796 dated
13/03/2025
16. NSE Vide Letter	Internal audit report for the period APR-24	EXCHANGE has levied penalty of
Number NSE/	To SEP-24	49,770/- in account of DMS not sending
INSP/IAR/		to the respective clients and sufficient
ACT/09017 Dated		margin not kept under the MTF.
27/02/2025
17. NSE Vide letter	Inventure Growth has not maintained RMS	EXCHANGE has levied penalty of 2,000/-
number NSE/	(CUSPA) policy
INSP-ENF/CM/
OFFSITE/24-25/
ACT/09017/2024-
44873 Dated
20/02/2025
18. NSE Vide Letter	Regular Inspection in CM, F&O and CD	EXCHANGE has levied penalty of
Number NSE/	Segments conducted during January 2022	20,48,600/- in account of Non
INSP-ENF/		reconciliation of securities, Non
CMFOCDS/		settlement of clients funds, incorrect
REG/21-22/		margin reporting, sufficient margin not
ACT/09017/2021-		collected in MTF etc., but we have applied
8295 Dated		for review.
11/12/2024
19. NSE Vide letter	Internal audit report for the period OCT-23	EXCHANGE has levied penalty of
number NSE/	To MAR-24	47,500/- in account of Daily margin
INSP/IAR/		statement, CKYCR not done.
ACT/09017 dated
21/10/2024
20. NSE Vide letter	Internal audit report for the period APR-23	EXCHANGE has levied penalty of 84,000/-
number NSE/	To SEP-23	in account of Non settlement of clients, 30
INSP/IAR/		days inactive Clients settlement, CKYCR
ACT/09017 dated		not done.
13/06/2024
21. NSE Vide letter	Internal audit report for the period OCT-22	EXCHANGE has levied penalty of
number NSE/	To MAR-23	75,000/- in account of Non settlement of
INSP/IAR/		clients
ACT/09017 dated
03/06/2024

 

Sr. Action taken by	Details of violation	Details of action taken e.g. fines,
No.		warning letter, debarment etc.
22. BSE Vide letter	Internal audit report for the period OCT-23	EXCHANGE has levied penalty of
number L/	To MAR-24	45,000/- in account of Non settlement of
INSP/HB-275/		clients
IAR/2024-
2025/615 dated
30/09/2024
23. BSE Vide letter	Final letter pertaining to inspection	Exchange has levied penalty of 7000/-,
number L/ DOBS/	conducted by the exchange for FY 2023- 24	which is collected by exchange through
JB-275/ IR/2023-		our general account.
2024/623 dated
14/08/2024
24. MCX Vide	Non-Compliance /Violation reported in the	Exchange has levied penalty of 37,500/-
letter number	Internal Audit Report for Half Year period	, which is collected by exchange through
MCX/INSP/25-	ended Apr 01,2024 to September 2024	our general account.
26/0458 dated
17/06/2025

During the year 2024-2025 The Board of Directors have decided to retain the entire amount of profit.

DIVIDEND

Your company has not proposed any dividend for the Financial Year 2024-2025.

BOARD OF DIRECTORS, COMMITTEES AND KEY MANAGERIAL PERSONNEL Composition of Board

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

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

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

Director liable to retire by rotation

Section 152 of the Act provides that unless the Articles of Association provide for the retirement of all directors at every AGM, not less than two-third of the total number of directors of a public company (excluding the Independent Directors) shall be persons whose period of office is liable to determination by retirement of directors by rotation. Accordingly, Mrs. Lasha Meet Rita (DIN: 08104505) will retire by rotation at the ensuing AGM and being eligible, have offered herself for re-appointment. The brief profile of Mrs. Lasha Meet Rita is included in the notice of the AGM of the Company.

Meetings of the Board

During the year under review, the Board met 8 (Eight) times to discuss and approve various matters including financials, Right Issue and other businesses. For further details, please refer to the Report on Corporate Governance forming part of the Annual Report. The maximum interval between any two meetings did not exceed 120 (One Hundred and Twenty) days, as prescribed in the Companies Act, 2013 and the Listing Regulations.

Committees of Board

The Board has set up various Committees in compliance with the requirements of the business & relevant provisions of applicable laws and layered down well documented terms of references of 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 Companies Act, 2013 and the Listing Regulations, a separate Meeting of the Independent Directors of the Company was held on February 06, 2025 to review the performance of Non-Independent Directors (including the Chairman) and the Board as a whole. The Independent Directors also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board, which is necessary to effectively and reasonably perform and discharge their duties.

Declaration by Independent Directors

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

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

Key Managerial Personnel.

As on 31^st March, 2025, following are the Key Managerial Personnel of your Company.

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

• Mr. Kamlesh S. Limbachiya - Wholetime Director

• Mrs. Lasha M. Rita - Director

• Ms. Shikha A. Mishra - Company Secretary and Compliance Officer

• Mr. Arvind J. Gala - Chief Financial Officer

Familiarization Programmes

Your 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. Meetings are done on regular basis to inform the Independent Directors on various matters inter-alia covering the business strategies, management structure, management development, quarterly and annual results, review of Internal Audit, risk management framework, operations of subsidiaries.

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Section 178 of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of the Listing Regulations, as amended from time to time, requires the Nomination and Remuneration Committee ("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 Policy for Remuneration of the Directors, Key Managerial Personnel and Other Employees Annexure- B and is attached to this report.

Evaluation of Boards Performance:

Nomination and Remuneration Committee evaluated the performance of Board as a Whole and Independent Director. In their separate meeting evaluates the performance of Individual directors and chairman of the company. The criteria of performance evaluation are a ranking system i.e. by allocating ranking from 1 – 5 based on the skills such as participation in the meeting, contribution at the meeting, knowledge and skills, discharging own role, functions and duties and personal attributes. Evaluation of Performance of the Board, its committees, every Director and Chairperson, for the financial year 2024-2025 has been conducted at the NRC Meeting and Independent director meeting.

DIRECTORS, RESPONSIBILITY STATEMENT

To the best of their knowledge and belief, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013: a) That in the preparation of the annual financial statements for the year ended 31^st March 2025, the applicable Indian Accounting Standards have been followed along with proper explanation relating to material departures, if any; b) that accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March 2025 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 29^th Annual General meeting held on 30^th September, 2024 have appointed M/s. CGCA & Associate, Chartered Accountants (FRN: 123393W/W100755, LLPIN: AAX-4139), for a period of 5 years with effect from 29^th Annual General Meeting held in the year 2024 till the conclusion of the 34^th Annual General Meeting of the Company to be held in year 2029. They 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 re enactment(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

During the year under review statutory auditor of the Company have not reported fraud under Sub- section (12) of Section 143 other than those which are reportable to the Central Government.

Statutory Auditors Report

The Statutory Auditors Report issued by M/s. CGCA & Associate, Chartered Accountants (FRN: 123393W/W100755, LLPIN: AAX-4139), for the year under review does not contain any qualification, reservations, adverse remarks or disclaimer.

B. INTERNAL AUDITORS

Your Company continues to engage M/s. SHAH & RAMAIYA Chartered Accountants as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed in the Board Meeting 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.

Secretarial Audit of Material Subsidiaries

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

MAINTAINANCE OF COST RECORDS

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

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

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

Company has taken SHe-Box portal registration managed by Ministry of Women & Child Development. During the year under review, ICC had not received any complaint relating to sexual harassment.

The Composition of Internal Complaints Committees is as follows:

Sr. No. Name of the Committee Member	Post of Committee Member
1. Lasha Rita	Presiding Officer
2. Jinisha Rita	Member
3. Shivali Dhakan	Member
4. Anand Shah	Member
5. Forum Gada	External Member

ANNUAL RETURN

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

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

Details of loans, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on 31^st March, 2025, 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 your 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 under review Company has not entered any contracts or arrangements with related party except your company had entered into agreement on 26^th November, 2024 to purchase a property from K. R. Shoppers Private Limited and Kothari Builders Private Limited.

Your Company has taken prior approval from shareholder for purchase of property from K. R. Shoppers on 25^th September, 2023 and from Kothari Builders Private Limited on 30^th September, 2024.

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: https://www. inventuregrowth.com/investorrelation?categoryId=2.

VIGIL MECHANISM

Your Company has a whistleblower 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: https://www.inventuregrowth.com/investorrelation?categoryId=2.

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

Pursuant to Section 135 of the Companies Act, 2013 and the relevant rules, the Board has constituted Corporate Social Responsibility (CSR) Committee under the Chairmanship of Mr. Surji D. Chheda, Independent Director. The other members of the Committee are Mr. Kanji B. Rita and Mr. Kamlesh S. Limbachiya. The Board of Directors, based on the recommendations of the Committee, formulated a CSR Policy. The detailed CSR Policy is available on web link https://www.inventuregrowth.com/investorrelation?categoryId=2 Annual report on CSR as required under Companies (Corporate Social Responsibility Policy) Rules 2014. 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 D 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 2025-2026 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 Earnings 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 113 permanent employees as on 31^st March 2025.

The statement containing particulars of employees as required under Section197 (12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure F and forms part of this Report. The Company has not paid any remuneration to its Non-Executive Directors, except sitting fees for attending the meetings of the Board and Committee thereof during the FY 2024-2025. 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 Sections 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 as amended.

INTERNAL FINANCIAL CONTROL 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 2024-25.

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

APPRECIATION AND ACKNOWLEDGEMENT

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 Inventure Growth & Securities Limited
Sd/-	Sd/-
Mr. Kanji B. Rita	Mr. Kamlesh S. Limbachiya
(Chairman & Managing Director)	(Wholetime Director)
(DIN: 00727470)	(DIN: 02774663)
Date: 05.08.2025
Place: Mumbai