Nanavati Ventures Ltd Directors Report

To,

The Members,

Your Directors are pleased to present the 13^th Annual Report of your Company together with the Audited Financial

Statements and Auditors Report for the year ended 31^st March, 2023.

1. FINANCIAL PERFORMANCE:

The financial performance of the Company during the year ended 31^st March, 2023 compared to the previous year is summarized below: (Rs. in Thousand)

Particulars	2022-23	2021-22
Revenue From Operations	1,59,888.00	1,87,399.00
Other Income	569.00	739.00
Net Income	1,60,457.00	1,88,138.00
Profit / (Loss) before tax & Exceptional / Extraordinary items	2,768.00	201.00
Add / (Less): Exceptional / Extraordinary items	(1,576)	0.00
Profit/(Loss) Before Tax	1,192.00	201.00
Less: Tax Expenses
- Current Tax	332.00	74.00
- Deferred Tax Liabilities/(Assets)	4.00	(7.00)
Net Profit / (Loss) After Tax	856.00	134.00

2. REVIEW OF OPERATIONS:

During the year, Total Income of your Company was decrease to Rs. 1,60,457.00 Thousand as against Net Income of Rs. 1,88,138.00 Thousand of the previous year. However, the Companys Net Profit after tax has been Increase to Rs. 856.00 Thousand for the current year as against the Net Profit after tax of Rs. 134.00 Thousand of the previous year due to increase in profit margin against lower expenditure incurred.

The performance of the Company has been discussed in the Management Discussion and Analysis Report, which is forming part of the Annual Report.

3. TRANSFER TO RESERVES:

During the year under review, your Directors has decided to retain the entire amount of profit for financial year 2022-23 in the statement of profit and loss and do not proposed to transfer any amount to Reserves.

4. DIVIDEND:

During the year under review, In order to conserve resources and future expansion, your Directors have not recommended any Dividend on Equity Shares of the Company.

5. DEPOSITS:

During the year under review, your Company has neither invited, accepted nor renewed any Public Deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

6. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31^st March, 2023 is available on the Companys website on http://nventures.co.in/Investors-Relations/Annual-Return/Annual-Return-2022-23.pdf

7. BOARD OF DIRECTORS:

The following were the Directors on the Board at the beginning of financial year 2022-23:

1. Mr. Shreykumar Sheth (DIN: 08734002)	- Chairman and Managing Director
2. Ms. Vaishnavi Nanavati (DIN: 08472582)	- Non-Executive Director
3. Mr. Hardikbhai Patel (DIN: 08566796)	- Independent Director
4. Ms. Bhavisha Daliya (DIN: 08687844)	- Independent Director

During the financial year, Ms. Vaishnavi Nanavati (DIN: 08472582), Director of the Company liable to retire by rotation has been reappointed in 12^th Annual General Meeting of the Company held on 29^th September, 2022 and On the basis of recommendation of Nomination and Remuneration Committee & Audit Committee, the Board of Directors of the Company, in its meeting held on 29^th August, 2022, Mr. Shreykumar Sheth (DIN: 08734002) re-appointed as a Chairman and Managing Director of the Company for further period of 3 (three) years commencing from 1^st July, 2023 to 30^th June, 2026 and same has been approved by the members of the Company in the 12^th Annual General Meeting.

As on 31^st March, 2023, Your Company has 4 (Four) Directors, namely,

1. Mr. Shreykumar Sheth (DIN: 08734002)	- Chairman and Managing Director
2. Ms. Vaishnavi Nanavati (DIN: 08472582)	- Non-Executive Director
3. Mr. Hardikbhai Patel (DIN: 08566796)	- Independent Director
4. Ms. Bhavisha Daliya (DIN: 08687844)	- Independent Director

After the closing of the financial year, Mr. Shreykumar Sheth (DIN: 08734002), Chairman and Managing Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer herself for re-appointment.

8. KEY MANAGERIAL PERSONNEL:

As on 31^st March, 2023, Your Company has the following Key Managerial Personnel (KMP):

1. Mr. Shreykumar Sheth (DIN: 08734002)	- Chairman & Managing Director
2. Mr. Pankaj Pandav (ACS: 62216)	- Company Secretary & Compliance Officer
3. Mr. Yashkumar Trivedi (PAN: BNLPT3533Q)	- Chief Financial Officer

9. DECLARATION FROM INDEPENDENT DIRECTORS AND THEIR FAMILIARISATION PROGRAM:

The Company has received necessary declaration from each Independent Directors under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 and 16 (1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board relies on their declaration of independence.

Pursuant to the provisions of Regulation 25 of the SEBI Listing Regulations 2015, the Company has formulated a programme for familiarizing the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. through various initiatives. The detail of the aforementioned programme is available on the Companys website at https://www.nventures.co.in/Investors-Relations/Code-of-Conduct&Policies/Other/Familiarization%20Program%20for%20Independent%20Directors.pdf

In the opinion of Board, the Independent Directors of the Company possess the integrity, requisite experience and expertise, relevant for the industry in which the Company operates. Further, all the Independent Directors of the Company have successfully registered with the Independent Directors Databank of the Indian Institute of

Corporate Affairs. The online proficiency self- assessment test conduct by the said institute has passed by all the Independent Directors of the Company.

10. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that-

(i) in the preparation of the Annual Accounts for the year ended 31^st March, 2023, the applicable accounting standards have been followed and no material departures have been made for the same; (ii) appropriate accounting policies have been selected and applied them consistently and judgments 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 at the end of the financial year 31^st March, 2023 and of the profit of the Company for that period; (iii) proper and sufficient care have been taken for 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; (iv) the annual accounts have been prepared on a "going concern" basis; (v) the proper internal financial controls are laid down and are adequate and operating effectively; (vi) the proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.

11. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

During the year under review, the Company has not granted any Loan, given any Guarantees and made investments falling within the purview of the provisions of Section 186 of the Companies Act, 2013. The details of the outstanding loan granted by the Company pursuant to the provision of Section 186 of the Companies Act, 2013 are provided as under. (Rs. in Thousand)

Sr. No. Name of the Party	Outstanding Balance as on 31.03.2023
1 Rushil International, Partnership Firm	4,260.48
2 ONS Buildtech LLP	5,500.00

12. MEETINGS OF BOARD OF DIRECTORS:

During the year, 7 (Seven) Board Meetings were held. The intervening gap between the Meetings did not exceed the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details of which are given in the Corporate Governance Report, forming part of Annual Report. The Notice along with Agenda and Agenda items of each Board Meetings were given to each Director of the Company. Attendances of Directors are also provided in the Corporate Governance Report.

13. MEETINGS OF MEMBERS:

During the year under review, 12^th Annual General Meeting of the Company was held on 29^th September, 2022 and Extra Ordinary General Meeting was held on 24^th March, 2023.

14. COMMITTEE MEETINGS:

The details pertaining to the composition of the Audit Committee and other Committees and all meetings held during the year 2022-23 are included in the Corporate Governance Report. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

15. BOARD EVALUATION:

In line with the Corporate Governance Guidelines of the Company, Annual Performance Evaluation was conducted for all Board Members as well as the working of the Board and its Committees. The Board evaluation framework has been designed in compliance with the requirements under the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in consonance with Guidance Note on Board Evaluation issued by SEBI in January, 2017.

The performance of Chairman of the Board was reviewed by the Independent Directors taking into account the views of the Executive Directors. The parameters considered were leadership ability, adherence to corporate governance practices etc.

Evaluation of the Board was based on criteria such as composition and role of the Board, Board communication and relationships, functioning of Board Committees, review of performance and compensation to Executive Directors, succession planning, strategic planning, etc.

Evaluation of Directors was based on criteria such as participation and contribution in Board and Committee meetings, representation of shareholder interest and enhancing shareholder value, experience and expertise to provide feedback and guidance to top management on business strategy, governance and risk, understanding of the organizations strategy, risk and environment, etc.

Evaluation of Committees was based on criteria such as adequate independence of each Committee, frequency of meetings and time allocated for discussions at meetings, functioning of Board Committees and effectiveness of its advice/recommendation to the Board, etc. The Board has also noted areas requiring more focus in the future.

16. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading in compliance with the SEBI (Prohibition & Insider Trading) Regulations, 2015, as amended from time to time, with a view to regulate the trading in securities by the Directors and Designated Employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of shares of the Company by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the ‘Trading Window is closed. The Board is responsible for implementation of the code. All Directors and the designated Employees have confirmed compliance with the code.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

EARNING AND OUTGO:

The particulars required to be included in terms of Section 134(3) (m) of the Companies Act, 2013 with regard to Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo are given below.

A. Conservation of Energy:

(i) The Company is engaged in Trading Activity. Hence, there are no extra steps taken for energy saving. However, requisite steps have been taken to improve energy consumption by using LED lights in back office area of the Company. (ii) The steps taken by the Company for utilising alternate sources of energy: The Company is not using any alternate source of energy. However, the Company is using electricity as main source of energy. (iii) The capital investment on energy conservation equipment: Nil

B. Technology Absorption:

(i) The efforts made towards technology absorption: N.A.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: N.A. (iii) In case of imported technology (imported during last three years reckoned from the beginning of the financial year): N.A. (iv) The expenditure incurred on research & development during the year: Nil

C. Foreign Exchange Earning and Outgo:

The foreign Exchange earnings and expenditure of the Company is Nil.

18. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is well defined in the organization. The Internal Audit Department monitors and evaluates the efficacy and adequacy of Internal Control Systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions suggested are presented to the Audit Committee of the Board.

19. VIGIL MECHANISM (WHISTLE BLOWER POLICY):

The Company has adopted Vigil Mechanism/Whistle Blower Policy in accordance with the provisions of Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Under this policy, your Company encourages its employees to report any reporting of fraudulent financial or other information to the stakeholders, and any conduct that results in violation of the Companys code of business conduct, to the management (on an anonymous basis, if employees so desire). Further, your Company has prohibited discrimination, retaliation or harassment of any kind against any employees who, based on the employees reasonable belief that such conduct or practice have occurred or are occurring, reports that information or participates in the investigation. The Vigil Mechanism / Whistle Blower Policy is being made available on the Companys website at the web link https://www.nventures.co.in/Investors-Relations/Code-of-Conduct&Policies/Policies/Vigil%20Mechanism%20or%20Whistle%20Blower%20Policy.pdf

20. POLICY ON APPOINTMENT & REMUNERATION OF DIRECTORS AND KEY MANAGERIAL

PERSONNEL:

Pursuant to provision of Section 178(3) of the Companies Act, 2013, the Board has framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel including criteria for determining qualifications, positive attributes and independence of Directors. More details have been disclosed in the Corporate Governance Report. The Remuneration Policy of the Company is available on the Companys website at the web link http://nventures.co.in/Investors-Relations/Code-of-Conduct&Policies/Policies/Nomination%20&%20Remuneration%20policy.pdf

21. BOARD DIVERSITY POLICY:

A diverse Board enables efficient functioning through differences in perspective and skill, and also fosters differentiated thought process at the back of varied industrial and management expertise, gender and knowledge. The board recognizes the importance of diverse composition and has adopted a Board Diversity Policy which sets out the approach to diversity. The Board Diversity Policy is available on the Companys website at the web link https://www.nventures.co.in/Investors-Relations/Code-of-Conduct&Policies/Policies/Board%20Diversity%20Policy.pdf

22. JOINT VENTURES, SUBSIDIARIES AND ASSOCIATES:

As on 31^st March, 2023, your Company does not have any Joint Ventures, Subsidiaries and Associates Company.

23. CORPORATE SOCIAL RESPONSIBILITY [CSR]:

The provisions of the CSR expenditure and Composition of Committee as provided in the Section 135 of the Companies Act, 2013 is not applicable to the Company.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:

All related party transactions that were entered into during the financial year were at arms length basis and were in the ordinary course of business. All related Party Transactions were placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee has been obtained for the transactions which are of a foreseen and in repetitive nature. Policy on Transactions with Related Parties as approved by the Board is uploaded on the Companys website at web link https://www.nventures.co.in/Investors-Relations/Code-of-Conduct&Policies/Policies/Related%20Party%20Transaction%20Policy.pdf

During the year, your Company has not entered into any significant material related party transactions. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable. Suitable disclosure as required under AS-18 has been made Note 4 of other Disclosure to the Financial Statement.

25. PARTICULARS OF EMPLOYEES:

The information containing the names and other particulars of ratio of Directors Remuneration to Median Employees Remuneration in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached to this report as Annexure - 1.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached to this report as Annexure -2.

26. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION & REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder at workplace. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the Financial Year, the Company had not received any complaints and no complaints were pending as on 31^st March, 2023. Further, the Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace.

27. STATUTORY AUDITORS AND REPORT:

M/s. Kansariwala & Chevli, Chartered Accountants, Surat (FRN: 123689W) were appointed as a Statutory Auditor of the Company in 10^th Annual General Meeting held on 30^th September, 2020 for a further period of 5 (five) years till the conclusion of the 15^th Annual General Meeting of the Company to be held in the year 2025.

The Auditors Report does not contain any qualification or adverse remark. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments. The Auditors has not reported any matter of an offence of fraud to the Company required to be disclosed under Section 143(12) of the Companies Act, 2013.

28. INTERNAL AUDITORS AND REPORT:

M/s. Abhishek R. Shah & Co., Chartered Accountants (Firm Reg. No. 144923W) at Navsari, is acting as Internal Auditors of the Company and has conducted periodic audit of all operations of the Company. The Audit Committee of the Board of Directors has reviewed the findings of Internal Auditors regularly.

29. SECRETARIAL AUDIT REPORT AND MANAGEMENT REPRESENTATION ON

QUALIFICATION, RESERVATION OR ADVERSE REMARKS:

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 Mr. Manish R. Patel, Company Secretary in Practice of Surat (Certificate of Practice No. 9360) to undertake the Secretarial Audit of the Company for the Financial Year 2022-23. The Secretarial Audit Report for the F.Y 2022-23 in form MR-3 is attached to this report as "Annexure-2". The report contains following qualification, reservation or adverse remarks:

Sr. No. Secretarial Auditors Qualification, Reservation or adverse remarks

Management Representation

1 As per requirement of Regulation 31(1)(a) of the Listing Regulations, the Company has not submitted Shareholding Pattern in XBRL format one day prior to the listing of its equity shares on the Stock Exchange.

The Company has submitted shareholding pattern under Regulation 31(1)(a) of the SEBI (LODR) Regulations, 2015 to BSE Limited during Listing and Trading Application on 04/05/2022. However, Company has delayed in the submission of the same in XBRL format to the BSE online Listing Centre due to non-availability of Listing Centre User ID/Password. Further, the Company has submitted the same in XBRL format on 05/08/2022.

30. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

The Managements Discussion and Analysis Report provides a perspective of economic and social aspects material to your Companys strategy and its ability to create and sustain value to your Companys key stakeholders.

Pursuant to the provisions of Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managements Discussion and Analysis Report capturing your Companys performance, industry trends and other material changes with respect to your

Company is attached to this report as Annexure 4.

31. CORPORATE GOVERNANCE:

The members may please note that the provisions relating to Corporate Governance are not applicable to the Company. Accordingly, your Company is not required to submit the Corporate Governance Report with this Annual Report. However, keeping in view the objective of encouraging the use of better practices, your Company has decided voluntarily to adopt and disseminate disclosure of Corporate Governance which not only serve as a benchmark for the corporate sector but also help the Company in achieving the highest standard of Corporate Governance.

Accordingly, a voluntary disclosure on Corporate Governance as stipulated under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this report as Annexure 5.

As such the Members may note that any omission of any Corporate Governance provisions shall not be construed as non-compliance of the above mentioned regulations.

32. MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE END OF THE

FINANCIAL YEAR AND THE DATE OF THE BOARD REPORT:

There have been no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this report.

33. CHANGE IN THE NATURE OF BUSINESS:

For sustained growth in the future, Company wants to rely on its main business of trading of Precious Metals, Stones & Jewellery. Hence, there is no change in the nature of the business of the Company during the year.

34. STATEMENT OF CHANGE IN EQUITY SHARE CAPITAL:

During the year, your Company has issued a Prospectus dated 16^th April, 2022 and the basis of allotment was finalized in consultation with the BSE Limited on 2^nd May, 2022. The Company allotted fully paid up 4,38,000 Equity Shares of face value of Rs. 10/- each, issued at a price of Rs. 50/- per share (including a share premium of Rs. 40/- per equity share). Accordingly, the paid up share capital of the Company has been increased from 12,10,000 Equity Shares to 16,48,000 Equity Shares w.e.f. 2^nd May, 2022.

Further, Your Company has increased its Authorised Share Capital from Rs. 2,00,00,000/- (Rupees Two Crore) divided into 20,00,000 (Twenty Lakh) equity shares of Rs. 10/- (Rupees Ten) each to Rs. 5,50,00,000/- (Rupees Five Crores Fifty Lakh) divided into 55,00,000 (Fifty Five Lakh) Equity Shares of Rs. 10/- (Rupees Ten) each in its Extra-ordinary General Meeting held on 24^th March, 2023.

After the closing of the financial year, The Board of Directors of the Company in their meeting held on 6^th May, 2023 has allotted 30,22,000 Equity Shares to the Allottees upon conversion of warrants issued on preferential basis. Accordingly, the paid up share capital of the Company has been increased from 16,48,000 Equity Shares to 46,70,000 Equity Shares.

35. INITIAL PUBLIC OFFER (IPO):

Pursuant to completion of Initial Public Offer (IPO) of 4,38,000 Equity Shares of face value of Rs. 10/- each, issued at a price of Rs. 50/- per share (including a share premium of Rs. 40/- per equity share), the paid up share capital of the Company has been increased from 12,10,000 Equity Shares to 16,48,000 Equity Shares w.e.f. 2^nd May, 2022.

36. LISTING OF EQUITY SHARES:

During the year, Your Company has received Listing and Trading approval from BSE Limited vide its letter dated 5^th May, 2022, permitting Listing and Trading of 16,48,000 Equity Shares of the Company on SME platform w.e.f. 6^th May, 2022.

After the closing of the financial year, BSE Limited has granted Listing Approval vide its letter dated 18^th May, 2023 and Trading Approval vide its letter dated 8^th June, 2023 for 30,22,000 Equity Shares of the Company on SME platform w.e.f. 9^th June, 2023.

37. USE OF PROCEEDS:

During the year, your Company raised funds of Rs. 219.00 Lakhs through Initial Public Offering (IPO) and listed its Equity Shares on 6^th May, 2022 on SME Platform of the BSE Limited.

The Company has submitted the details of utilization of proceeds from IPO to the Stock Exchange i.e. BSE Limited (BSE) as per requirement of Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on 14^th November, 2022, there was no deviation or variation in the utilisation of proceeds of the

IPO from the objects stated in the Prospectus dated 16^th April, 2022 and the Company has been fully Utilised the IPO proceeds, the details are summarized below: (Rs. in Lakh)

Sr. No. Particulars	Amount	Utilized amount up to 30.09.2022	Un-utilized amount as on 30.09.2022
1. Working Capital Requirements	174.00	174.00	0.00
2. General Corporate Purpose	25.00	25.00	0.00
3. Issue related expenses	20.00	20.00	0.00
Total	219.00	219.00	0.00

After the closing of the financial year, your Company raised funds of Rs. 1359.90 Lakhs through Preferential Issue and listed its Equity Shares on 9^th June, 2023 on SME Platform of the BSE Limited. The details of utilization of proceeds from IPO will be provided as per requirement of Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

38. ALTERATION OF MOA:

During the year, Members of the Company had approved alteration in Capital Clause of Memorandum of Association in the Extra Ordinary General Meeting of the Company held on 24^th March, 2023.

39. LISTING FEES:

The Equity Shares of the Company are listed on SME Platform of BSE Limited and The Company has paid the applicable listing fees to the Stock Exchange till date.

40. RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

41. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR

COURTS OR TRIBUNALS:

During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its operations in future.

42. MAINTENANCE OF COST RECORDS & AUDIT:

Your Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013. The provision of cost audit does not apply to your Company.

43. DISCLOUSURE ON SECRETARIAL STANDARDS COMPLIANCE:

During the year under review, your Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118 of the Companies Act, 2013.

44. DISPATCH OF ANNUAL REPORT THROUGH ELECTRONIC MODE:

In compliance with various MCA Circulars and SEBI Circulars, notice of the AGM along with the Annual Report 2022-23 is being sent only through electronic mode to those members whose email addresses are registered with the Company/RTA/Depositories. Members may note that the Notice and Annual Report 2022-23 will also be available on the Companys website at www.nventures.co.in, websites of the Stock Exchange, i.e., BSE Limited at www.bseindia.com and on the available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com

45. HUMAN RESOURCES:

The Company treats its "Human Resources" as one of its most important assets. The Companys culture promotes an environment that is transparent, flexible, fulfilling and purposeful. The Company is driven by passionate and highly engaged workforce. This is evident from the fact that the Company continues to remain the industry benchmark for talent retention.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. The Company thrust is on the promotion of talent internally through job rotation and job enlargement.

During the year under review, there was a cordial relationship with all the employees. The Directors would like to acknowledge and appreciate the contribution of all employees towards the performance of the Company.

46. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

(a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

(c) Payment of remuneration or commission to Managing Director or the Whole-time Director, if any, of the Company from any of its subsidiaries. (d) The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with its status as at the end of the financial year. (e) 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.

47. ACKNOWLEDGEMENTS AND APPRECIATIONS:

Your Directors would like to express their appreciation for the assistance and co-operation received from the Financial Institutions, the Bankers, Government authorities, customers, vendors and shareholders during the year under review. Your Directors also wish to record their recognition of the customer support and patronage by the corporate houses in and around Surat.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, which enable the Company to deliver a good all-round record performance.

	By Order of the Board of Directors
	NANAVATI VENTURES LIMITED
Place: Navsari	SHREYKUMAR SHETH
Date: 04/09/2023	Chairman and Managing Director
	DIN: 08734002
REGISTERED OFFICE
S-414, OM Plaza, Adarsh App. Co. Op. Ho. Soc.,
Village: Vijalpor, Taluka: Jalalpore,
Navsari-396445, Gujarat

" ANNEXURE 1" TO THE DIRECTORS REPORT

PARTICULARS OF EMPLOYEES

[Pursuant to Sub-Section (12) of Section 197 of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

(i) The percentage increase in remuneration of each Director and KMP during the financial year 2022-23 and ratio of each director to the median remuneration of the employees of the Company for the financial year 2022-23 are as under: (Rs. in Thousand)

Sr. No. Name of Director/KMP and Designation	Remuneration of Director/KMP for financial year 2022-23	% increase in Remuneration in the financial year 2022-23	Ratio of remuneration of each Director to median remuneration of employees
1 Mr. Shreykumar Hasmukhbhai Sheth (Chairman & Managing Director)	375	20.19	1.33
2 Mr. Yashkumar Sarjubhai Trivedi (Chief Financial Officer)	300	26.58	N.A.
3 Mr. Pankaj Valjibhai Pandav (Company Secretary & Compliance Officer)	327.74	42.50	N.A.

(ii) The Median Remuneration of employees of the Company during the financial year was Rs. 2.82 Thousand. (iii) In the financial year 2022-23, there was Increase of 17.50% in the median of remuneration of employees. (iv) As on 31^st March, 2023, there were 8 (Eight) permanent employees on the rolls of the Company.

(v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and points out if there are any exceptional circumstances for increase in the managerial remuneration: Average percentile increase already made in the salaries of the employees other than the managerial personnel in the last financial year 2022-23 was 25.00% whereas the increase in the managerial remuneration for the financial year was 1.33%.

(vi) Affirmation that the remuneration is as per the Remuneration policy of the Company: It is hereby affirmed that the remuneration is as per the remuneration policy for Directors, Key Managerial Personnel and other employees.

	By Order of the Board of Directors
	NANAVATI VENTURES LIMITED
Place: Navsari	SHREYKUMAR SHETH
Date: 04/09/2023	Chairman and Managing Director
	DIN: 08734002

" ANNEXURE 2" TO THE DIRECTORS REPORT

PARTICULARS OF EMPLOYEES

[Pursuant to Sub-Section (12) of Section 197 of the Companies Act, 2013 and Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

The details of top ten employees in terms of remuneration drawn during the financial 2022-23 are as under:

(Rs. in Thousand)

Sr. No. Name of Employee	Designation	Age (in years)	Salary (per annum)	Qualification	Experience (in years)	Date of Joining	Last Employment
1 Ms. Khushbuben Raval	Sales Executive	33	597.60	B. Com.	3	01/08/2020	-
2 Mr. Paresh Raval	Sales Executive	35	597.60	B. Com.	3	01/08/2020	-
3 Mr. Yashkumar Trivedi	Chief Financial Officer	23	327.74	B. Com.	4	28/02/2019	-
4 Mr. Pankaj Pandav	Company Secretary & Compliance Officer	33	300.00	B. Com., C.S.	3	01/07/2020	-
5 Ms. Neha Patel	Sales Executive	32	189.60	B. Com.	8	01/08/2020	Pure Broking Pvt. Ltd.
6 Ms. Pallavi Prajapati	Back Office Executive	38	165.60	B. Com.	6	01/08/2020	Pure Broking Pvt. Ltd.
7 Mr. Hemant Patel	Purchase Executive	40	179.87	B. Com.	1	01/05/2022	-
8 Mr. Mihir Patel	Account Executive	34	125.80	B. Com.	1	01/04/2022	-

Note:

1. None of the employees mentioned above are related to any of the Directors of the Company.

2. All appointments are on permanent basis.

3. None of the employees mentioned above hold more than 2.00% of the shares of the Company along with their spouse and dependent children.

	By Order of the Board of Directors
	NANAVATI VENTURES LIMITED
Place: Navsari	SHREYKUMAR SHETH
Date: 04/09/2023	Chairman and Managing Director
	DIN: 08734002

FORM NO. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31^ST MARCH, 2023

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

NANAVATI VENTURES LIMITED

CIN: L51109GJ2010PLC061936

S-414, OM Plaza, Adarsh App. Co. Op. Ho. Soc., Village: Vijalpor, Taluka: Jalalpore, Navsari-396445, Gujarat

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by NANAVATI VENTURES LIMITED (hereinafter called the

"Company"). The Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information, explanations and clarifications provided by the Company, its management, officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31^st March, 2023, generally complied with the statutory provisions of the applicable acts listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31^st March, 2023 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder.

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of

India Act, 1992 (‘SEBI Act):

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure requirements) Regulations, 2018;

(d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (Not applicable to the Company during Audit period);

(e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (Not applicable to the Company during Audit period);

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993, regarding the Companies Act and dealing with client (Not applicable to the Company during Audit period);

(g) The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018;

(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021

(Not applicable to the Company during Audit period); and

(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (Not applicable to the Company during Audit period).

(vi) The Company being engaged in trading activity is not attracting any sector specific laws.

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards (with respect to Board and General Meetings) issued by The Institute of Company Secretaries of India (ICSI),

(ii) The Listing Agreement entered into by the Company with Stock Exchange read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations:

(i) As per requirement of Regulation 31(1)(a) of the Listing Regulations, the Company has not submitted Shareholding Pattern in XBRL format one day prior to the listing of its equity shares on the Stock Exchange.

I further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors including one women Director. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act and Listing Regulation.

Adequate notice was given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance other than those held at shorter notice, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through and proper system is in place which facilitates/ensure to capture and record the dissenting members views, if any, as part of the minutes.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period, the following events occurred which , the Company has not taken specific actions/decisions having major bearing on the Companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, etc. referred to above.

(i) Pursuant to completion of Initial Public Offer (IPO) of 4,38,000 Equity Shares of face value of Rs. 10/- each, issued at a price of Rs. 50/- per share (including a share premium of Rs. 40/- per equity share), the paid up share capital of the Company has been increased from 12,10,000 Equity Shares to 16,48,000 Equity Shares w.e.f. 2^nd May, 2022. The Company has received Listing and Trading approval from BSE Limited vide its letter dated 5^th May, 2022, permitting Listing and Trading of 16,48,000 Equity Shares of the Company on SME platform w.e.f. 6^th May, 2022.

(ii) The Company has passed Special Resolution in EGM held on 24^th March, 2023 for issue, offer and allottment of 33,33,000 fully convertible warrants of the Company of Face Value of Rs.10/- each at a price of Rs. 45/- each payable in cash to Promoters and Non-Promoters group of the company on a preferential basis.

Place: Surat	MANISH R. PATEL
Date: 04/09/2023	Company Secretary in Practice
	ACS No: 19885
	COP No. : 9360
	Peer Review No. : 929/2020
	ICSI Unique Code: I2010GJ763400
	ICSI UDIN: A019885E000923887

This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.

To,

The Members,

NANAVATI VENTURES LIMITED

CIN: L51109GJ2010PLC061936

S-414, OM Plaza, Adarsh App. Co. Op. Ho. Soc., Village: Vijalpor, Taluka: Jalalpore, Navsari-396445, Gujarat

My report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test check basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events, etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

7. I further, report that the Compliance by the Company of applicable Financial Laws like Direct and Indirect Tax Laws has not been reviewed in this audit since the same has been subject to review by the statutory financial audit and other designated professionals.

Place: Surat	MANISH R. PATEL
Date: 04/09/2023	Company Secretary in Practice
	ACS No: 19885
	COP No. : 9360
	Peer Review No. : 929/2020
	ICSI Unique Code: I2010GJ763400
	ICSI UDIN: A019885E000923887