J Taparia Projects Ltd Directors Report

Dear Shareholders,

Your Directors have pleasure in presenting the 45^th Annual Report of Annvrridhhi Ventures Limited (Formerly known as J. Taparia Projects Limited) on the business and operations of the company along with the Audited Financial Statements for the financial year ended on 31^st March, 2025.

1. FINANCIAL HIGHLIGHTS:

ft in Lakhs)

Particulars	Current year	Previous year
	2024-25	2023-24
Revenue From Operations and Other Income	6698.54	420.71
Profit before Depreciation, Interest & Tax	91.58	(631.23)
Less: Depreciation and Amortization	9.92	0.99
Less: Finance Costs	10.02	0.23
Profit before Tax	71.64	(632.45)
Less: Tax Expense	(2.08)	0.07
Profit for the year (1)	73.72	(632.52)
Other Comprehensive Income (2)	00.00	(1,412.90)
Total Comprehensive Income (1+2)	73.72	(2,045.41)
Add: Balance of Profit for earlier years	(684.96)	1,360.46
Less: Transfer to Reserves	-	-
Less: Dividend paid on Equity Shares	-	-
Balance carried forward	(611.24)	(684.96)

2. CHANGE OF NAME OF THE COMPANY:

During the year under review, the name of the Company was changed from "J. Taparia Projects Limited" to "Annvrridhhi Ventures Limited" to better align with the Companys revised business focus and strategic direction.

The Board of Directors approved the change of name at its meeting held on 03^rd September, 2024, and the shareholders approval was duly obtained at the 44^th Annual General Meeting held on 26^th September, 2024. Following the necessary approvals, the Company received a fresh Certificate of Incorporation from the Central Processing Centre, Ministry of Corporate Affairs, dated 15^th November, 2024, confirming the change of name to "ANNVRRIDHHI VENTURES LIMITED."

The new name is derived from two Sanskrit words:

• "Ann", meaning food, and

• "Vrridhhi", meaning growth or prosperity.

Together, "Annvrridhhi" symbolizes the Companys commitment to fostering growth in the agri-food and allied sectors, reflecting its future plans to venture into businesses that are aligned with food, nutrition, and sustainable development.

The Board believes that this change in name not only represents the evolving nature of the Companys operations but will also enhance its market positioning, support sustainable earnings, and contribute positively to shareholder value over the long term.

3. SHIFTING OF REGISTERED OFFICE OF THE COMPANY:

The Board of Directors at its Board meeting held on 14^th February, 2024 had approved the shifting of registered office of the company from the state of West Bengal to the state of Gujarat, subject to approval of shareholders and regulatory authorities. The shifting of registered office would be from 4A, Council House Street, MMS Chambers, 1^st Floor, Room No. D, Council House Street, Near Olisa Reality, Opposite Raj Bhavan, Kolkata, West Bengal - 700 001 to Office No. 306, 3^rd Floor, Urban 2, Bhayli, Vadodara, Gujarat - 390 007 subject to necessary approvals. However, the inter-state shifting of the registered office was not carried out, as the Board considered it more appropriate to first complete the process of changing the name of the Company to reflect its revised business focus. The name of the Company was subsequently changed to "Annvrridhhi Ventures Limited" in November 2024, as detailed in the earlier section of this Report. The Board may, at a suitable time in the future, revisit the proposal for shifting the registered office to the State of Gujarat, if deemed appropriate in the interest of the Company and its stakeholders.

Pursuant to Section 12 of The Companies Act, 2013 and other applicable provisions of The Companies Act, 2013 and rules made thereunder (including any statutory modification or re-enactment thereof for the time being in force), the company had changed the Registered Office from 4A, Council House Street, MMS Chambers, 1^st Floor, Room No. D, Council House Street, Near Olisa Reality, Opposite Raj Bhavan, Kolkata, West Bengal - 700 001 to Room No. 202, 41/A, Tara Chand Dutta Street, Kolkata - 700 073, West Bengal with effect from 01^st September, 2024.

4. CHANGE IN NATURE OF THE BUSINESS:

During the year under review, the nature of the business remained unchanged.

5. OPERATIONS/ STATE OF COMPANYS AFFAIRS:

During the year under review, the Company has recorded a profit after taxes of ^ 73.72 lakhs/-.

The Directors are actively identifying prospective business areas and strategic opportunities. The Company intends to make appropriate investments in such areas with the objective of maximizing revenue and enhancing overall business performance in the current financial year.

6. LISTING OF EQUITY SHARES:

The Companys equity shares are listed on The BSE Limited (Scrip code: 538539).

The Company has paid the Annual listing fees for the financial year 2024-25 to the said Stock Exchange as required.

7. DIVIDEND:

In view of strengthening the financial position and to enhance the reserve base of the Company, the Board has not recommended any dividend for the financial year 2024-25.

8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid/unclaimed Dividend declared and paid in the previous financial year, the provisions of Section 125 of The Companies Act, 2013 is not applicable to the Company.

9. SHARE CAPITAL:

Authorized share capital

Pursuant to provisions of Sections 13, 61 and other applicable provisions of The Companies Act, 2013, the authorized share capital of the company was increased from ^ 16,20,00,000/- (Rupees Sixteen crore twenty lakhs) to ^ 54,00,00,000/- (Rupees Fifty Four crores) divided into 5,40,00,000 (Five crore forty lakhs) equity shares of ^ 10/- each (Rupees Ten Only) by creation of additional 3,78,00,000 (Three crore seventy eight lakhs only) equity shares of ^ 10/- (Rupee Ten) each.

Accordingly, the members of the Company pursuant to Postal Ballot Results dated 19^th November, 2024 approved the alteration of Memorandum of Association by substituting the existing Clause V thereof with the new Clause V.

The increase in authorized share capital facilitates any fund raising in future via further rights issue/ QIP/Preferential Allotment/ Private Placement/ Public Issue etc. of equity shares of the company.

Issued, Subscribed and Paid-up share capital

There were no changes in Issued, Subscribed and Paid-up Share Capital during the year under review. As on 31^st March, 2025, the issued, subscribed and Paid-up Share Capital of the company stood at:

Capital details
Issued Share Capital	^ 16,20,00,000/-
Subscribed Share Capital	^ 16,20,00,000/-
Paid- up Share Capital	^ 16,20,00,000/-

Utilization of proceeds

During the year under review, the Company had not raised any funds through preferential allotment or qualified institutions placement as specified under Regulation 32(7A) of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Buy back of securities

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

Sweat equity shares

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

Bonus shares

No Bonus shares were issued during the year under review.

Employees Stock Option Plan

The Company has not provided any Stock Option Plan to its employees during the year under review.

10. RIGHTS ISSUE:

The Board of Directors at its meeting held on 11^th December, 2024 had approved raising of funds through issuance and allotment of equity shares having face value of ^ 10.00/- (Rupees Ten Only) for an aggregate amount not exceeding ^ 49,00,00,000/- (Rupees Forty Nine Crores Only) on Right issue basis, on such terms and conditions as may be decided by the Board of Directors to the eligible equity shareholders of the Company, as on the record date (to be notified subsequently) subject to the receipt of applicable regulatory, statutory approvals, in accordance with the provisions of The SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, The SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, and The Companies Act, 2013 and the rules made thereunder, as amended from time to time.

The Company had received in-principle approval from BSE Limited for listing the Rights Equity Shares to be allotted pursuant to the rights issue through its letter dated 03^rd February, 2025.

11. SUB-DIVISION OF EQUITY SHARES:

The Board of Directors at its Board Meeting held on 31^st August, 2024 had approved the stock split (sub-division of equity shares) of Companys 1 (One) equity share of face value of ^ 10/- each into 10 (Ten) equity shares of face value of ^ 1/- each, subject to the approval of shareholders and other approvals as may be required.

The shareholders approval was taken in the Annual General Meeting dated 26^th September, 2024.

The board had decided to postpone such sub-division until further notice and has not commenced the corporate action required for the sub-division of equity shares during the year under review.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There is no such material change and commitment affecting the financial position of the Company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

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

The Company is committed to provide and promote safe, healthy and congenial atmosphere irrespective of gender, caste, creed, color or social status of the employee. All employees (permanent, contractual, temporary, trainees) are covered. During the financial year, no complaints were received.

a.	Number of complaints of sexual harassment received in the year	NIL
b.	Number of complaints disposed off during the year	NA
c.	Number of cases pending for more than ninety days	NA

14. MATERNITY BENEFIT ACT, 1961

The provisions related to the Maternity Benefits Act, 1961 were not applicable to the company during the year under review.

15. HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES AS PER THE COMPANIES ACT. 2013:

The Company does not have any holding, subsidiary, joint venture and associate companies as per The Companies Act, 2013 as on 31^st March, 2025.

16. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of The Companies Act, 2013 read with The Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company. Hence, there is no need to develop CSR policy and to take initiative thereon.

17. RISK MANAGEMENT:

The Company has framed a Risk Management Policy under the requirements of Regulation 21(4) of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year under review, the revised risk management policy was approved by the Board of Directors.

The objective of Risk Management is to create and protect shareholders value by minimizing threats or losses, and identifying and maximizing opportunities. It seeks to identify risks inherent in any business operations of the Company and provides guidelines to define, measure, report, control and mitigate the identified risks.

Presently, the composition of Risk Management Committee as required under Regulation 20 of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company.

18. BOARD PROCESSES, PROCEDURES AND PRACTICES:

The Company believes that the effectiveness of the Board is reinforced by its structures and the processes and procedures it follows. The boards processes and practices generally involve sharing meeting agendas, convening meetings, making decisions, finalizing minutes, and overseeing board committees. The company adheres to best practices when convening and conducting board and committee meetings.

It has in place robust practices and processes that contribute to the effective and efficient performance of the Board. Board systems and procedures broadly comprise convening the meetings, contents of the agenda, conducting the meetings, decision making at the meetings, adequacy of minutes and working of Board committees. Decisions relating to the policy and operations of the Company are arrived at meetings of the Board which are held periodically. Meetings of the Board enable discussions on matters placed before them and facilitate decision making based on collective judgment of the Board. The Company follows the best practices in convening and conducting meetings of the Board and its committees. These include:

Frequency of meetings

A minimum of four Board meetings is held each year with the time gap between any two successive meetings not exceeding 120 days. Meetings of the committees are also planned and scheduled to be held along with the Board meetings.

Board Agenda

It strikes a fine balance between the reviews of the past performance and forward-looking issues. The agenda is structured such that routine and administrative matters do not consume too much Board time. The agenda is made available to the Directors along with supporting documents sufficiently in advance of the meetings.

Availability of information to the Board

The Board is supplied in a timely manner with information in a form and of a quality appropriate to enable it to discharge its duties. Under the advice and direction of the Chairman and Managing Director, the Company Secretarys responsibility includes ensuring good flow of information within the Board as well as between Key Managerial Personnels and Non-Executive Directors.

The following information, inter alia is provided to the Directors of the Company:

• Quarterly results of the Company

• Minutes of meetings of Board and other committees of the Board

• General notices of interest received from Directors

• Notices which are materially important

Role of Chairman and Managing Director

The Chairman and Managing Director lives and upholds the highest standards of integrity and probity inside and outside the Boardroom, through setting clear expectations in terms of culture and values, as well as in terms of the style and tone of board discussions. The Chairman and Managing Director encourages Directors to express their views frankly and challenge constructively in order to improve the standard of discussion in the boardroom. The Chairman and Managing Director also encourages the active engagement of all Board members in Board and committee meetings, drawing fully on their skills, experience, knowledge and, where appropriate, independence.

The role includes:

• Setting a board agenda which is primarily focused on business, strategy, accountability, competitive performance and value creation;

• Ensuring that issues relevant to this objective are reserved for board consideration, including determining the nature and extent of the significant risks the board is willing to embrace in the implementation of its strategy.

• Advice while respecting executive responsibility; consulting the Independent Director on board matters consistent with regulations; ensuring effective processes are established relating to succession planning and the composition of the board, having regard to the benefits of diversity.

• Making certain that an effective decision-making process is in place in the Board, and that the Boards committees are properly structured with appropriate terms of reference.

• Encouraging the active engagement of all Board members in Board and committee meetings, drawing fully on their skills, experience, knowledge and, where appropriate, independence.

Role of Chief Financial Officer

A Chief Financial Officer takes up the job of planning, implementing and managing all the activities related to finance in the organization and is responsible for all fiscal decisions. Tracking cash, analyzing the Companys financial strength, financial reporting compliances, and proposing corrective actions are also some of the responsibilities. The Chief Financial Officer also updates and advises the Board of Directors on the appropriate financial strategies to be adopted in line with the corporate governance, legal, and ethical aspects. The Chief Financial Officer pays a key role in aligning the business strategies of the Company for the most desirable financial outcomes for the interests of Investors and other stakeholders.

Role of Company Secretary in Overall Governance Process

The Company Secretary has a key role to play in facilitating the effective functioning of the Board through the timely presentation of Board information which by being accurate, clear and comprehensive and assists in high quality decision making. Under the direction of the Chairman and Managing Director, the Company Secretarys responsibilities include ensuring accurate information flows within the Board and its committees, between key managerial personnel and non-executive Directors, as well as facilitating induction and assisting with professional development. All Directors have access to the advice and services of the Company Secretary who is responsible to the Board for ensuring that Board procedures are complied with. In addition, the Company Secretary discharges the functions prescribed under The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Besides, the Company Secretary also acts as secretary of the Board and its committees thereof.

19. FAMILIARIZATION PROGRAMMES:

The Board members have been provided opportunities to familiarize themselves with the Company, its Management, and its operations. The Directors are provided with all the documents to enable them to have a better understanding of the Company, its various operations, and the industry in which it operates.

All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates various terms and conditions of their engagement.

In addition, the Directors are briefed on their specific responsibilities and duties that may arise from time to time.

The detailed policy on the familiarization programme is available on the website at

https://www.annvrridhhi.com/download/codeofconduct/familiarisation-programme-imparted-to-

independent-directors.pdf

20. AUDITORS:

Statutory Auditor

In accordance with the provisions of The Companies Act, 2013, the Board at its meeting held on 20^th September, 2023 had appointed M/s. VCA & Associates, Chartered Accountants (Firm Registration Number: 114414W) as the Statutory Auditors of the Company to fill the casual vacancy caused due to resignation of R. K. Kankaria & Co., Chartered Accountants (Firm Registration Number: 321093E), (Due to change in the control and management of the Company) at a remuneration as may be mutually agreed to, between the Board of Directors and M/s. VCA & Associates, Chartered Accountants, to hold office of Statutory Auditor for a term of 1 year i.e. 07^th November, 2023 till the conclusion of Annual General Meeting of the company to be held in the year 2024.

The Board had re-appointed M/s. VCA & Associates, Chartered Accountants (Firm Registration Number: 114414W) for a term of 1 year, ending with their conclusion as Statutory Auditors of the company at the 45^th Annual General Meeting of the company to be held in the year 2025.

M/s. VCA & Associates, Chartered Accountants had signified their assent and confirmed their eligibility to be appointed as Statutory Auditors in terms of the provisions of Section 141 of The Companies Act, 2013 read with Rule 4 of The Companies (Audit and Auditors) Rules, 2014. The firm performed its obligations in adherence to recognized auditing standards and periodically certifies its independence from the management.

Secretarial Auditor

Pursuant to the provisions of Section 204 of The Companies Act, 2013 read with Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014; the Board of Directors had appointed M/s. Pooja Gala & Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company to conduct the secretarial audit for the financial year 2024-25 at its Board Meeting held on 24^th May, 2024. The Company had received the resignation letter dated 31^st August, 2024 from M/s. Pooja Gala & Associates, Practicing Company Secretaries tendering her resignation as Secretarial Auditor with effect from 01^st September, 2024 due to engagement in other professional assignments.

The Board of Directors at its Board Meeting held on 31^st August, 2024 had appointed M/s. Kirti Sharma & Associates, Practicing Company Secretaries (Membership No.: A41645, Certificate of Practice No. 26705) as Secretarial auditor of the company for the financial year 2024-25 effective from 01^st September, 2024.

The Secretarial Audit Report in Form MR-3 issued by M/s. Kirti Sharma & Associates, Practicing Company Secretaries forms part of the Report on Corporate Governance. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in her report.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company had undertaken an audit for the financial year 2024-25 for all applicable compliances as per The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by M/s. Kirti Sharma & Associates, Practicing Company Secretaries, Secretarial Auditor for the financial 2024-25 has been submitted to the stock exchange and forms part of the Report.

No non-compliance has been reported under the Annual Secretarial Compliance Report for financial year 2024-25.

21. INTERNAL AUDITOR:

The Board of Directors at its Board Meeting 24^th May, 2024 had appointed M/s. Shah Meet & Associates, Chartered Accountants (Firm Registration Number: 153506W) as Internal Auditor for the financial year 2024-25 by complying with the provisions of Section 138(1) of The Companies Act, 2013 read with Rule 13 of The Companies (Accounts) Rules, 2014.

22. AUDITORS REPORT:

The statutory auditors have audited the financial statements of the Company for the year under review. The observations of Statutory Auditors in their Report read with relevant Notes to Accounts are self-explanatory and therefore, do not require further explanation under Section 134 of The Companies Act, 2013.

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

23. INSTANCES OF FRAUD, IF ANY, REPORTED BY THE AUDITORS:

There have been no instances reported by the Auditors to the Audit Committee or the Board under Section 143(12) of The Companies Act, 2013.

24. INDIAN ACCOUNTING STANDARDS, 2015:

The annexed financial statements comply in all the material aspects with the Indian Accounting Standards (IND AS) notified under Section 133 of The Companies Act, 2013 read with The Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of The Companies Act, 2013.

25. DIRECTORS:

As of 31^st March, 2025, the Board of Directors consisted of 06 (Six) Directors. This included 01 (One) Executive Director, who is involved in the companys day-to-day operations, 03 (Three) Non-Executive Independent Directors, and 02 (Two) Non-Executive Non-Independent directors.

For comprehensive information about the board and committee structure, director tenure, and other relevant details, please refer to the Corporate Governance Report included in this Annual Report.

In accordance with the requirements of the listing regulations, the Board has identified the essential skills, expertise, and competencies that its directors need to possess to effectively function in the context of the companys business. These key skills, expertise, and core competencies are outlined in detail in the Corporate Governance Report.

During the year under review, there were changes in the composition of Board of Directors. The details of Directors appointed & resigned during the financial year are as follows:

Sr. No.	DIN	Name of Director	Designation	Original Date of Appointment	Date of Cessation
1	08766623	Sarvesh Manmohan Agrawal	Chairman and Managing Director	12.08.2023
2	09146970	Chirayu Agrawal	Non Executive Non Independent Director	12.08.2023	15.07.2024
3	09147106	Manmohan Shreegopal Agrawal	Non Executive Non-	13.07.2024
			Independent Director
4	10864856	Jagdishprasad Shreegopal Agrawal	Non Executive Non Independent Director	11.12.2024
5	10499741	Bhoomi Ketan Talati	Non Executive Independent Director	14.02.2024
6	10499616	Nisarg Jayeshkumar Thakkar	Non Executive Independent Director	14.02.2024	01.09.2024
7	10736804	Tarunkumar Bhagwandas Sukhwani	Non Executive Independent Director	31.08.2024
8	10838215	Navinchandra Dilipsinh Bochare	Non Executive Independent Director	11.12.2024

Directors liable to retire by rotation

In accordance with the provisions of The Companies Act, 2013 and the Articles of Association of Company, Mr. Jagdishprasad Shreegopal Agrawal (DIN: 10864856) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for reappointment. The Board recommends all the resolutions placed before the members relating to appointment / reappointment of Directors for their approval.

Number of Board Meetings of the Board of Directors

The schedules of Board and Committee meetings are prepared and circulated in advance to the Directors. The details of the number of Board Meetings and meetings of various Committees are given in the Report on Corporate Governance. The intervening gap between the meetings was within the time period prescribed under The Companies Act, 2013, the revised Secretarial Standards - 1 (SS-1)

issued by The Institute of Company Secretaries of India and The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the financial year, 11 (Eleven) Board Meetings were convened and held.

The details of which are given in the Report on Corporate Governance. The intervening gap between the meetings was within the period prescribed under The Companies Act, 2013.

Details of the attendance of the Directors at the Board meetings held during the financial year ended on 31^st March, 2025 are as follows:

Name of the Director	DIN	Category	Number of Board Meetings		Attendance at the last AGM (26.09.2024)
			Held during the tenure of the Directors	Attended
Mr. Sarvesh Manmohan Agrawal	08766623	Chairman and Managing Director	11	11	Yes
Mr. Chirayu Agrawal (Resigned on 15th July, 2024)	09146970	Non-Executive Non Independent Director	03	02	NA
Mr. Manmohan Shreegopal Agrawal (Appointed on 13th July, 2024)	09147106	Non-Executive Non Independent Director	09	09	Yes
Mr. Jagdishprasad Shreegopal Agrawal (Appointed on 11th December, 2024)	10864856	Non-Executive Non Independent Director	04	04	NA
Ms. Bhoomi Ketan Talati	10499741	Non-Executive Independent Director	11	10	Yes
Mr. Nisarg Jayeshkumar Thakkar (Resigned on 01st	10499616	Non-Executive Independent Director	04	04	NA
September, 2024)
Mr. Tarunkumar Bhagwandas Sukhwani (Appointed on 31st August, 2024)	10736804	Non-Executive Independent Director	08	06	Yes
Mr. Navinchandra Dilipsinh Bochare (Appointed on 11th December, 2024)	10838215	Non-Executive Independent Director	04	04	NA

26. DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT, 2013:

Your Directors make the following statements in terms of Section 134 of The Companies Act, 2013, which is to the best of their knowledge and belief and according to the information and explanations obtained by them.

Pursuant to the requirement under Section 134(3)(c) of The Companies Act, 2013 with respect to the Directors Responsibility Statement, the Board of Directors of the Company hereby confirms:

i. In the preparation of the annual accounts for the Financial Year ended 31^st March, 2025 the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. That Directors have 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 the year ended 31^st March, 2025;

iii. The Directors have taken sufficient and proper care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting material fraud and other irregularities;

iv. The Directors have prepared the annual accounts for the Financial Year ended 31^st March, 2025 on a going concern basis;

v. That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

vi. That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

27. COMMITTEES OF THE BOARD:

The Company has formed the following committees in accordance with the relevant provisions of The Companies Act, 2013, Listing Regulations, circulars, notifications, and directives issued by the Reserve Bank of India, and the companys internal corporate governance requirements. Each committee has a specific mandate outlined in its terms of reference to address particular issues and ensure efficient decision-making on various matters:

a) Audit Committee

The Audit Committee comprises of following Directors as on 31^st March, 2025.

Name of the Director	Designation	Position in Committee
Mr. Navinchandra Dilipsinh Bochare	Non- Executive Independent Director	Chairperson
Mr. Tarunkumar Bhagwandas Sukhwani	Non- Executive Independent Director	Member
Ms. Bhoomi Ketan Talati	Non- Executive Independent Director	Member
Mr. Sarvesh Manmohan Agrawal	Chairman and Managing Director	Member

During the year under review, Audit Committee met 6 (Six) times.

b) Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of following Directors as on 31^st March, 2025.

Name of the Director	Designation	Position in Committee
Ms. Bhoomi Ketan Talati	Non- Executive Independent Director	Chairperson
Mr. Navinchandra Dilipsinh Bochare	Non- Executive Independent Director	Member
Mr. Manmohan Shreegopal Agrawal	Non-Executive NonIndependent Director	Member

During the year under review, Nomination and Remuneration Committee met 4 (Four) times.

c) Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of following Directors as on 31^st March, 2025.

Name of the Director	Designation	Position in Committee
Mr. Tarunkumar Bhagwandas Sukhwani	Non- Executive Independent Director	Chairperson
Mr. Manmohan Shreegopal Agrawal	Non-Executive NonIndependent Director	Member
Mr. Jagdishprasad Shreegopal Agrawal	Non-Executive NonIndependent Director	Member

During the year under review, Stakeholders Relationship Committee met 1 (One) time.

d) Rights Issue Committee

The Rights Issue Committee comprises of following members as on 31^st March, 2025.

Name of the Director	Designation	Position in Committee
Mr. Sarvesh Manmohan Agrawal	Chairman and Managing Director	Chairperson
Mr. Tarunkumar Bhagwandas Sukhwani	Non- Executive Independent Director	Member
Ms. Vrinda Agarwal	Chief Financial Officer	Member
Ms. Sakina Lokhandwala	Company Secretary and Compliance Officer	Member

During the year under review, Rights Issue Committee met 1 (One) time.

28. KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of The Companies Act, 2013; the Company has following persons as Key Managerial Personnel:

Sr. No.	Name of Key Managerial Personnel	Designation
1	Mr. Sarvesh Manmohan Agrawal	Chairman and Managing Director
2	Ms. Vrinda Agarwal	Chief Financial Officer
3	Ms. Sakina Lokhandwala	Company Secretary and Compliance
		Officer

29. DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors of the Company have given their declaration to the Company under Section 149(7) of The Companies Act, 2013; that they meet the criteria of independence as provided under Section 149(6) of The Companies Act, 2013 read with Regulation 16(1)(b) of The SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

The Independent Directors of the Company have registered themselves with the data bank of Independent Directors created and maintained by the Indian Institute of Corporate Affairs (IICA) Manesar.

The Board has also confirmed that they are not aware of any circumstances or situation which exist or may be reasonable anticipated that could impair or impact their ability to discharge their duties and that they are independent of the management.

As on 31^st March, 2025 following are the Independent Directors on the Board of the Company:

• Ms. Bhoomi Ketan Talati

• Mr. Tarunkumar Bhagwandas Sukhwani

• Mr. Navinchandra Dilipsinh Bochare

30. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

A separate meeting of the Independent Directors was held on 30^th January, 2025; as per the provisions of Schedule IV (Code for Independent Directors) of The Companies Act, 2013 and Regulation 25(3) of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; in which the following matters were considered:

• Evaluation of the performance of Non-Independent Directors and the Board of Directors.

• Evaluation of the performance of the Chairman, taking into account the views of the Executive and Non- Executive Directors.

• Evaluation of the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The Independent Directors expressed satisfaction with the overall performance of the Directors and the Board as a whole.

31. ANNUAL EVALUATION BY THE BOARD:

The Board has carried out an annual evaluation of its own performance, Committees of the Board and individual Directors pursuant to the provisions of The Companies Act, 2013 and The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. The Board of Directors expressed their satisfaction with the evaluation process.

32. CODE OF CONDUCT:

The Company has laid down the rules for code of conduct for Board of Directors and Senior Management Personnel of the Company. The code of conduct has also been posted on Companys website viz. https://www.annvrridhhi.com/download/codeofconduct/code-of-conduct-for-board-of- directors-and-senior-management-personnel.pdf

In compliance with this code, the Board of Directors and Senior Management Personnel have affirmed their compliance with the code for the financial year ended on 31^st March, 2025. A declaration to this effect duly signed by the Chairman & Managing Director forms part of this Annual Report.

33. PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT. 2013:

During the financial year ended 31^st March, 2025, the Company has not granted any loans, made any investments, or provided any guarantees or securities covered under the provisions of Section 186 of the Companies Act, 2013. Accordingly, the requirements of Section 186 of the Act and the disclosures mandated under Schedule V of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company for the year under review.

34. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Your Company has adopted the practice of undertaking related party transactions only in the ordinary and normal course of business and on arms length as part of its philosophy of adhering to highest ethical standards, transparency and accountability. In line with the provisions of The Companies Act, 2013 and The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has approved the Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions of the Company. During the financial year 2024-25; all contracts/arrangements/transactions entered into by your Company with related parties under Section 188(1) of The Companies Act, 2013 were in the ordinary course of business and on an arms length basis and has been approved by the Audit Committee of the Company.

During the financial year 2024-25; the materially significant related party transactions entered into by the Company with the Promoters, Directors, Key Managerial Personnel or other designated persons approved by the Board, are disclosed in the related party disclosures in notes to the financial statements for the financial year ended 31^st March, 2025.

All related party transactions are placed before the Audit Committee for approval. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. Related party transactions were disclosed to the Board on regular basis as per IND AS-24. Details of related party transactions as per IND AS-24 may be referred to in Note No. 28 of the Audited Financial Statements. Pursuant to Regulation 23(9) of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company had filed the reports on related party transactions with the Stock Exchange within the stipulated time period.

The particulars of contracts or arrangements with related parties referred to in sub section (1) of Section 188 entered by the Company during the Financial Year ended 31^st March, 2025 in prescribed Form AOC-2 is appended to this Report as Annexure -A.

The Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions of the Company as approved by the Board of Directors has been uploaded on the website of the Company viz. https://www.annvrridhhi.com/download/codeofconduct/policy-of-related-party- transactions.pdf

35. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3) (m) of The Companies Act, 2013 read with The Companies (Accounts) Rules, 2014 are not applicable to the Company.

36. DISCLOSURE UNDER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

Disclosures pertaining to remuneration and other details 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 have been annexed to this Boards Report as Annexure - B.

37. ANNUAL RETURN:

In terms of Section 92(3) of The Companies Act, 2013 and Rule 12 of The Companies (Management and Administration) Rules, 2014 a copy of Annual Return as required under The Companies Act, 2013 has been placed on the Companys website viz www.annvrridhhi.com

38. ACCEPTANCE OF PUBLIC DEPOSIT:

During the financial year under review, your Company has neither accepted nor renewed any deposits from the public or its employees falling within the ambit of Section 73 and 74 of The Companies Act, 2013 read together with The Companies (Acceptance of Deposits) Rules, 2014. Hence, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

39. COST AUDIT AND COST RECORDS:

During the year under review, maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of The Companies Act, 2013 are not applicable for the business activities carried out by the Company.

40. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism for Directors and employees pursuant to the requirements of Section 177(9) of The Companies Act, 2013 and Regulation 22 of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same has been communicated to the Directors and employees of the Company. The vigil mechanism /whistle blower policy is also posted on the website of the Company.

The vigil mechanism /whistle blower policy enables a director or an employee to report confidentially to the management, without fear of victimization, any unacceptable and/or unethical behavior, suspected or actual fraud, violation of the Companys code of conduct or ethics policy and instances of leak or suspected leak of unpublished price sensitive information which are detrimental to the organizations interest. It provides safeguards against victimization of directors/ employees who avail of the mechanism and allows direct access to the Chairman of the Audit Committee in exceptional cases.

During the financial year under review, no such incidence was reported and no person was denied access to the Chairman of the Audit Committee. The policy of the whistle blower is posted on the companys website at https://www.annvrridhhi.com/download/codeofconduct/whistle-blower- policy.pdf

41. COMPLIANCE WITH THE APPLICABLE SECRETARIAL STANDARDS:

During the financial year, the Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government from time to time.

42. STATUTORY DISCLOSURES:

A copy of audited financial statements of the Company will be made available to the members of the Company, seeking such information at any point of time. A cash flow statement for the financial year ended on 31^st March, 2025 is attached to the Balance Sheet.

43. PROHIBITION OF INSIDER TRADING:

As per The SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company has adopted a Code of Conduct for Prevention of Insider Trading. The Company has appointed Ms. Sakina Lokhandwala, Company Secretary as Compliance Officer who is responsible for setting forth procedures and implementing of the code for trading in Companys securities. During the year under review, there has been due compliance with the said code.

44. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, which gives a detailed account of state of affairs of the companys operations forms part of this Annual Report as Annexure-C.

45. CORPORATE GOVERNANCE REPORT:

As per requirement of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from Practicing Company Secretary confirming compliances, forms an integral part of the report.

46. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS:

No significant and material order has been passed by the regulator, court, tribunal, statutory and quasi-judicial body impacting the going concern status of the Company and its future operations.

47. DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the year under review, no application was made or any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

48. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has an internal financial control system commensurate with the size and scale of its operations. The internal financial controls have been designed to provide reasonable assurance about recording and providing reliable financials information, ensuring integrity in conducting business, accuracy and completeness in maintaining accounting records and prevention and detection of frauds and errors. These controls are adequate and operating effectively so as to ensure orderly and efficient conduct of business operations. During the year under review, such controls were assessed and no reportable material weaknesses in the design or operation were observed.

49. CREDIT RATING:

The Company has not issued any debt instruments and does not have any Fixed Deposit Programme or any scheme or proposal involving mobilization of funds in India or abroad during the financial year ended 31^st March, 2025.

Consequently, there was no requirement for the company to obtain a credit rating, which is typically used to assess the creditworthiness of an entity that issues debt.

50. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOANS FROM BANKS AND FINANCIAL INSTITUTIONS:

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the 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 is not applicable.

51. ACKNOWLEDGEMENT:

Your Directors place their gratitude and appreciation for the support and co-operation received from its members, business associates, financial institutions and other various government authorities for their continued support extended to the Company during the year under review.

Your Directors wish to place on record their appreciation of the contribution made by employees at all levels to the continued growth and prosperity of your Company. Your Directors also wish to place on record their appreciation to the shareholders, consumers and banks for their continued support.

For Annvrridhhi Ventures Limited (Formerly known as J. Taparia Projects Limited)