tilak ventures ltd Directors report

To,

The Members of Tilak Ventures Limited,

Your Directors have pleasure in presenting their 42^nd Annual Report on the business and operationsof your Company together with Audited Financial Statements for the year ended 31^st March, 2023.

FINANCIAL RESULTS

The summary of the Companys financial performance for the Financial Year 2022-2023 as compared to the previous Financial Year 2021-2022 is given below:

(Amount in Lakhs)

Particulars	F.Y. 2022- 2023	F.Y. 2021-2022	F.Y. 2022- 2023	F.Y. 2021- 2022
	Standalone		Consolidated
Revenue from Commodity Trading	402.31	335.41	449.84	335.42
Revenue from Finance activity	247.91	53.344		53.34
			247.91
Revenue from Operating Income	253.00	562.44	253.53	56.24
Total Revenue	903.22	445.00	951.28	445.00
Total Expense	604.55	467.77	668.04	467.77
Profit/Loss before Dep. & Int.	298.67	(22.77)	283.24	(22.77)
Depreciation	-	-	4.90	-
Interest	-	-	-	-
Profit/Loss after	298.67	(22.77)	278.34	(22.77)
Depreciation &Interest
Current Tax	46.34	0.91	46.34	0.91
Tax adjustments of earlier years	8.96	15.40	8.96	15.40
Deferred Tax	0.12	-	0.46	-
Exceptional Item	-	-	-	-
Net profit/ (Loss)	243.25	(39.08)	227.48	(39.08)
Other Comprehensive income for	(160.30)	(24.06)	(160.30)	(24.06)
theyear
Balance carried forward to	82.95	(63.14)	13.95	(63.14)
BalanceSheet

REVIEW OF OPERATIONS

Standalone

During the year under review company has two reporting segments i.e. Commodity Trading and Finance segment, from which company has generated its revenue. It can be clearly seen from the figures above that the total revenue of the company Rs. 903.22 Lakhs including other income as against Rs. 445.00 Lakhs in the previous year. The net profit/(loss) of the Company is Rs. 243.25 Lakhs as against net profit/ (loss) of Rs. (39.08) Lakhs in the previous year. The management is striving hard to work with great efforts and maintain high level of optimism to increase the revenue and to achieve profit margin in coming years.

Consolidated

Being the first year of Consolidated Financials, the company has recorded Net Profit of Rs. 227.48 lakhs. The Directors are optimistic about future performance of the Company with new business venture.

CAPITAL STRUCTURE

Authorised Share Capital

The Authorised Share Capital of the Company as on March 31, 2023 is Rs. 23,25,00,000/- (Rupees Twenty Three Crores Twenty Five Lakhs only) comprising of 23,25,00,000 (Twenty Three Crores Twenty Five Lakhs) Equity Shares having Face Value of Rs. 1.00/- (Rupee One Only).

Paid up Share Capital

During the Financial year 2021-22, the Company has issued Equity Shares on Right basis to its Existing Shareholders as detailed herein below-

Particulars	Issue of Securities on Right Issue to raise fund up to 48,50,00,000/-
	Partly Paid up Equity Shares (On Application)
Date of Boards Approval	December 1, 2022
Issue Size	48,18,00,000
No. of Shares to be issued	9,63,60,000
Rights Entitlement Ration	3:4(3 (Three) Right Shares For Every 4 (Four) Equity Shares
	Held By Such Eligible Shareholders As On The Record Date)
Issue Price (including Securities	Rs. 5.00/- per share with Rs. 2.50/- paid on application( Face
Premium of Rs. 4/- per shares)	Value of Rs. 0.50/- and Premium of Rs. 2.00/-)
Record Date	February 18, 2022
Issued Period	From February 28, 2022 to March 15, 2022
Date of Allotment	March 22, 2022
No. of Partly paid up Shares issued on application money	9,63,60,000

Company has received listing and trading approval vide their Letter No. DCS/PREF/KK/IP-RT/2049/2021- 22 dated 24^th March, 2022 and DCS/RIGHTS/KK/RT-TP/13157/2021-22 dated 29th March, 2022 respectively for 9,63,60,000 equity shares. The allotted Equity Shares were traded under ISIN No. IN9026L01012, Scrip Code 890165 w.e.f. 31^st March, 2022.

In respect of the 9,63,60,000 Partly paid-up Equity Shares issued on March 22, 2022 the Company made First and Final call of Rs. 2.50/- paid on First and final call as per below-

Particular	First and Final Call	Reminder-I	Final Reminder cum forfeiture
Call Record Date	July 18, 2022	Not applicable	Not applicable
Notice Date	July 21, 2022	November 05, 2022	January 28, 2023
Period of making payment	From August 05, 2022 to August 19, 2022	From November 14, 2022 to November 28, 2022	Last date of Payment- February 22, 2023
Valid Call Money received (including premium)	23,39,32,142.50/-	Rs. 12,98,005.00/-	Rs. 6,90,860.00/-
No. of shares converted into fully paid-up Equity Shares pursuant to receipt of call money	9,35,72,857 Equity Shares	5,19,202 Equity Shares	2,76,344 Equity Shares
Date of conversion*/ allotment	August 29, 2022	December 14, 2022	March 17, 2023
Outstanding Partly paid up Equity Shares before call/reminder notice	9,63,60,000 Partly Paid up Equity Shares	27,87,143 Partly Paid up Equity Shares	22,67,941 Partly Paid up Equity Shares
Outstanding Partly paid up Equity Shares after call/reminder notice	27,87,143 Partly Paid up Equity Shares	22,67,941 Partly Paid up Equity Shares	19,91,597 Partly Paid up Equity Shares**

* Conversion means Partly paid up shares into Fully Paid up Shares.

**According to the above table, Company has not received First and Final call money of Rs. 2.50 /- (Face Value of Rs. 0.5/- and Premium of Rs. 2.00/-) on 19,91,597 Partly paid up Equity Shares is liable to forfeit.

As a result of the Right Issue as shown in the above table, the Issued and Paid up Share Capital of the Company as on March 31, 2023 shown on MCA stood at Rs. 2,23,844,201.50/- divided into 22,28,48,403 fully paid up equity shares of Face value of Rs. 1/- per shares and 19,91,597 Partly paid up Equity Shares of Rs. 1/- on which the application money Rs. 0.50/- is received by the Company.

FORFEITURE OF SHARES ON RIGHT BASIS

During the year under review, the Company issued 9,63,60,000 partly paid up Equity Shares on Right Basis at issue price of Rs. 5.00/-(Rupees Five only)(including premium of Rs. 4.00/- Only) each with Rs. 2.50/- paid on application and balance Rs. 2.50/- paid on calls.

The Company received application money of Rs. 2.50/- per share on all the 9,63,60,000 Equity Shares but balance money of issue price i.e. Rs. 2.50/- was received on only 9,43,68,403 Equity Shares.

Accordingly, balance 19,91,597 partly paid up equity shares with the amount of application i.e. Rs. 2.50/- per shares i.e. Rs. 49,78,992.50/- are forfeited by the Company approved by the Board of Directors in meeting dated March 20, 2023.

The Company has received approval from BSE for the same and awaited the corporate action process completion.

UTILISATION OF THE PROCEEDS FROM RIGHT ISSUE OF EQUITY SHARES

Original Object	Original Allocation as per LOF	Funds Utilised
1.Trade Receivables	Rs.2,00,00,000.00	21,62,674.00
2.Cash and Cash Equivalents	Rs.5,70,00,000.00	-
3.Short-term loans and advances	Rs.4,90,00,000.00	-
4.Other Assets (Investment)	Rs.11,77,00,000.00	45,36,89,461.00
5. Net Other Current Assets ( Current Assets Less Current Liabilities)	Rs.14,56,00,000.00	1,59,00,000.00
Total Working Capital	Rs.38,93,00,000.00	47,17,52,135.00
General Corporate purposes	Rs.8,73,00,000.00	43,78,013.00
TOTAL	Rs.47,66,00,000.00	47,61,30,148.00

Notes :

1. In addition to the original object as mentioned in the LOF dated 18^th February, 2022, company has taken shareholders approval as on 29^th Sep, 2022 to utilize the funds as per the Main Object, Ancillary and Other Objects as per the MOA of the Company.

2. Total Amount Raised : Rs. 47,61,30,148/-

3. The total original allocation expenses are excluding the Estimated Issue related Expenses of Rs 52,00,000.00

BOARD OF DIRECTORS

The Board is duly constituted.

During the year under review, the Board of Directors appointed Mr. Pratham Jethliya and Mr. Ashish Kachhara as Non Executive Independent Director w.e.f. 14.05.2022 and 13.07.2022 respectively.

During the year, the Company has received resignation from Mr. Vinod Prabhu from the position of Chief Financial Officer w.e.f. 01.02.2023, due to his pre-occupation

Further the Board has approved and appointed Ms. Tarannum Bano as Chief Financial officer of the Company w.e.f. 26^th June, 2023.

None of the Directors of the company are disqualified for being Directors as specified under Section164 of the Companies Act, 2013.

DIVIDEND

During the year, your Directors do not propose any dividend for the Financial Year ended 31^st March, 2023.

DEPOSITS

During the year under review the Company did not invite or accept any Deposits within the meaning of Section 73 of the Companies Act, 2013.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

During the year under review, there was no application made or proceedings pending in the name of the Company under the Insolvency Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

AMOUNTS TO BE TRANSFERRED TO RESERVES

During the year the company has not proposed to transfer any amount to the General Reserve.

SUBSIDIARIES/ JOINT VENTURE/ASSOCIATES

During the year under review, the Company has subscribed and acquired 1,11,000 equity shares of Rs. 10 each, at Issue Price of Rs. 68.92 (Share Premium of Rs. 58.92) per share amounting to Rs. 76,50,000/- of M/s

Yosto Venture India Private Limited "(Yosto"). The acquisition results of a controlling stake (51.03%) in the Yosto.

M/s Yosto Venture India Private Limited is registered start up located at Mumbai and into the business of Office Supplies through E-Commerce "Wisycart.com".

A separate statement containing the salient features of financial statements of the subsidiary company M/s. Yosto Ventures India Private Limited of your Company forms part of Annual Report in the prescribed Form AOC-1 as Annexure I in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013.

The Financial Statements of the subsidiary companies and related information are available for inspection by the Members at the Registered Office of the Company during the business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Further in line with the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and in accordance with IND AS 110, Consolidated Financial Statement prepared by the Company includes financial information of its subsidiaries.

The Company will provide a copy of Annual Report and other documents of its subsidiary companies on the request made y any Member, investor of the Company/ Subsidiary Companies. The Financial Statements of the Subsidiary Companies have been kept for inspection by any Member at the Registered Office of the Company. The statements are also available on the website of the Company

LISTING OF SHARES

Shares of the Company are listed on the BSE Limited (BSE), Mumbai, which provide the wider access to the investors national wide.

LISTING FEES

The Company has paid the listing fees as mandated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to Stock Exchange for the F.Y. 2022-2023.

DEMATERIALISATION AND ELECTRONIC REGISTRAR

The equity shares of your Company are dematerialized with both NSDL and CDSL under ISIN INE026L01022. As on 31^st March 2023, 99.91% equity shares are in Demat form. Our registrar for electronic connectivity with the National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) is Link Intime India Private Limited, Mumbai (SEBI Reg. No: INR000002102).

POSTAL BALLOT

During the year Company held the Meeting through the Postal Ballot on the following dates with the resolution:-

Meeting date	Resolution	Particulars
17th June, 2022	Special Resolution	Alteration in Article of Association of the Company
	Special Resolution	Appointment of Mr. Pratham Jethliya (DIN: 09600191) asan
		Independent Non-executive Director of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 will be produced for verification to the members on their specific request.

MEEETINGS OF THE BOARD

The Board of Directors of the Company met 15 (Fifteen) Times during the year under review. The gap between two Meetings did not exceed 120 days (one hundred and twenty). Detailed information on the meetings of the Board, its Committees and the AGM is included in the Report on Corporate Governance, which forms part of this Annual Report.

BOARD COMMITTEES

As per the requirement of Companies Act, 2013 and relevant Regulation of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, Your Company has the following mandatory committees:

Audit Committee

Nomination and Remuneration Committee (NRC) Stakeholders Relationship Committee (SRC)

The details of committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

EVALUATION OF BOARD OF DIRECTORS ITS COMMITTEES AND OF INDIVIDUALS

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015, a structured questionnaire was prepared after taking into consideration of the various aspects of the Board & its Committees, execution and performance of specific roles, duties, obligations and governance.

The performance evaluation of Committees, Executive Directors, Non-Executive Directors and Independent Directors was completed. The Performance evaluation of the Chairman, Non-ExecutiveDirectors & Board as a whole was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures; They 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 that period; They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; They have prepared annual accounts on a going concern basis; They have laid down internal financial controls to be followed by the Company and such internal financialControls are adequate and operating effectively; They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMPANYS POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Company has been following well laid down policy on appointment and remuneration of Directors and Key Managerial Personnel (KMP).

The appointment of Directors is made by the Board pursuant to the recommendation of Nomination and Remuneration Committee (NRC) The policy for appointment of directors is placed on the website of the Company on the below link: https://tilakfinance.files.wordpress.com/2016/04/terms-and- conditions-of- independent director.pdf

The remuneration of Non-Executive Directors comprises of sitting fees and commission in accordance with the provisions of Companies Act, 2013.

The remuneration of Executive Directors comprises of Basic Salary, Perquisites & Allowances and Commission if any. The remuneration is within the limits prescribed under the Companies Act, 2013 and is recommended by NRC. Approval of Board, Shareholders and the Central Government, if required, for payment of remuneration to Executive Directors is sought, from time to time.

Nomination & Remuneration Policy is available on the website of the Company on the below link: https://tilakfinance.files.wordpress.com/2016/04/remuneration-policy_tilak.pdf.

RISK MANAGEMENT

The Company has adopted as Risk Management Policy in accordance with the provisions of Companies Act, 2013 which laid down the framework to identify, evaluate business risk and opportunities. The Board has reviewed the Risk assessment and Minimization procedure as per Regulation 17 (9) of the SEBI (LODR) Requirements, 2015; there are no material risk which in the opinion of the management affects the continuity and existence of the business. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report that forms part of the Annual Report.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has in place internal financial controls which commensurate with the size of the Company. However, Company is trying to strengthen the same. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to thecompanys policies, the safeguarding of its assets, the prevention and detection of fraud, error reporting mechanism, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act, 2013 and the relevant rules, the Company is not required to spend any amount towards CSR Expenditure as none of the thresholds limits as specified in Section 135 is crossed.

DISCLOSURE REQUIREMENTS

The Company has a whistle blower policy/vigil mechanism to report genuine concerns or grievancesand to provide transparent working environment. The Policy provides adequate safeguards against victimization of Directors / employees who raise the concern and have access to the chairman of Audit Committee who is entrusted to oversee the Whistle blower mechanism. Further no personnel have been denied access to the Audit Committee during the financial year under review.

The Whistle Blower Policy/vigil mechanism has been posted on the website of the Company https://tilakfinance.wordpress.com/ The Board has laid down a code of conduct for Board members & Senior Management Personnel as per Regulation 17 & 26 (3) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 & has been posted on the website of the Company https://tilakfinance.files.wordpress.com/

All the Board members & Senior Management Personnel have affirmed compliance with the said code of conduct for the year ended on 31^st March, 2023.

A DECLARATION TO THIS EFFECTSIGNED BY THE CEO, FORMS PART OF THIS ANNUAL REPORT

The Board has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015.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 has been posted on the website of the Company (https://tilakfinance.files.wordpress.com/).

All the Board members & KMPs have affirmed compliance with the said code of conduct for the year ended on 31^st March, 2023.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 as required under Section 92 of the Companies Act, 2013 is included in this report as "Annexure - II" and forms an integral partof this report. Our Website is https://tilakfinance.files.wordpress.com/copy of the annual return is placed on the website.

MATERIAL CHANGES AND COMMITMENTS

No material changes have occurred and commitments made, affecting the financial position of the Company, between the end of the financial year of the Company and the date of this report other than

1. the Companys Directors Mr. Girraj Kishor Agrawal and Mrs. Tanu Agrawal, along with Its Relative and the Company M/s. Tilak Venture Limited vide its Order No. Order/SD/KS/2022-23/18018-18021) dated 27^th July, 2022 received a penalty ofRs. 5,00,000 per person by Securities Exchange Board of India for the Violation of SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulation,2003.

The Company has filed an appeal in SAT against the order and the current status of filed application in is proceeding.

2. After the closure of FY 2022-2023, but before adoption of Director Report, Securities Exchange Board of

India has passed an Order against the Company and its Directors Mr. Girraj Kishor Agrawal and Mrs. Tanu Agrawal imposing a total penalty of Rs. 14,00,000 on the company and 7,00,000 each on both the directors and restrained from accessing the securities market and further prohibited from buying, selling or dealing in securities, either directly or indirectly in any manner whatsoever for a period of six months from the date of the Order vide its Order No. SEBI/HO/IVD/ID13/OW/P/2022/30132/1) dated 27^th July, 2023 for the Violation of SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulation, 2003 for misutilisation of funds raised through preferential issue by Tilak Ventures Ltd in FY 2010-2011 and 2012-2013.

The Company has filed an appeal in SAT against the order and SAT has vide its order No. dated 28^th August, 2023 granted a stay in the matter. However the Company has also paid the penalty amount with SEBI. There is no order is passed by regulator or court or tribunal against the Company, impacting the going concern concept or future operations of the Company.

There are no details in respect of frauds reported by auditors under section 143 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 are appended as "Annexure -III".

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided as under.

The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2022-2023, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2022-2023 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under: (Rs in Lacs)

Sr. No	Name of Director/KMP	Remuneratio nReceived	% increase in Remuneration in the Financial year 2022-23	Ratio of remuneration of each Director to median remuneration of employees
1	Mr. Girraj Kishor Agrawal (Director& CEO)	84,00,000	NIL	70.00
2	Mrs. Tanu Girraj Agrawal (Non-Executive - Non- Independent Director)	NIL	NIL	NIL
3	Mr. Vinod Prabhu (Chief Financial Officer)	2,20,001	NIL	1.83
4	Mr. Davendra Kumar (Company Secretary)	2,37,500	NIL	1.98
5	Mr. Chirag Goyal (Non-Executive Independent Director)	NIL	NIL	NIL
6	Mr. Vikash Kulhriya (Non-Executive Independent Director)	NIL	NIL	NIL
7	Mr. Pratham Jethliya (Non-Executive Independent Director)	NIL	NIL	NIL
8	Mr. Ashish Kachhara (Non-Executive Independent Director)	NIL	NIL	NIL

All appointments are / were non-contractual.

There were 8 employees on the roll of Company as on March 31, 2023.

The median remuneration of employees of the Company during the financial year was Rs. 1,20,000/-. Remuneration as shown above comprises of Salary, Leave Salary, Bonus, Leave Travel Assistance, Medical Benefit, House Rent Allowance, Perquisites and Remuneration on Cash basis.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption, and research and development are not applicable to the Company.

FOREIGN EXCHANGE

The Company has Exported Maize during the Year under review thereby earning Foreign Exchange.

AUDITORS

a) STATUTORY AUDITORS

M/s. Dassani & Associates, Chartered Accountants having Firm Registration No. 009096C, has tendered their resignation from the Statutory Auditor of the Company due to their pre-occupancy .

The Board of Directors in their Meeting held on 06^th September, 2023 approved and proposed appointment of M/s. Bansal Gourav & Associates, Chartered Accountant as Statutory Auditors of the Company at 42^nd Annual General Meeting for a period of 5 years till the conclusion of 47th Annual General Meeting of the company to be held in the year 2028.

Explanation or observations made by the Statutory Auditors.

There were no qualifications or observation made by the Statutory Auditors M/s. Dassani & Associates in their Audit Report for the financial year 2022-2023.

b) 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 Board of Directors had appointed M/s. Nitesh Chaudhary & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2022-2023. The Secretarial Auditor Report is annexed as "Annexure -IV" and forms an integral part of this Report.

There are some qualifications, reservations or adverse remarks made Secretarial Auditors in their report for the financial year ended March 31, 2023 are as follows:

1. During the financial year 2022-23, the Companys Directors Mr. Girraj Kishor Agrawal and Mrs. Tanu Agrawal, along with Its Relative and the Company M/s. Tilak Venture Limited vide its Order No. Order/SD/KS/2022-23/18018-18021) dated 27^th July, 2022 received a penalty of Rs. 5,00,000 per person by Securities Exchange Board of India for the Violation of SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulation, 2003.

2. After the Closure of FY 2022-2023, Securities Exchange Board of India has passed an Order against the

Company and its Directors Mr. Girraj Kishor Agrawal and Mrs. Tanu Agrawal imposing a total penalty of Rs. 14,00,000 on the company and 7,00,000 each on both the directors and restrained from accessing the securities market and further prohibited from buying, selling or dealing in securities, either directly or indirectly in any manner whatsoever for a period of six months from the date of the Order vide its Order No. SEBI/HO/IVD/ID13/OW/P/2022/30132/1) dated 27th July, 2023 for the Violation of SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulation, 2003, for mis-utilization of funds raised through preferential issue by the Company in FY. 2010-2011 and F.Y. 2012-2013.

3. The Company has received a notice from BSE that the company has made Non-compliance in Regulation 23(9) as delay in submission of disclosure of Related party transaction on consolidated basis for the Half-year started from 01st October, 2021 to 31st March, 2022.

Management Clarification & Reply:

1. Management of the Company has filed an appeal with the SAT (Securities Appeallet Tribunal) for the penalty levied of Rs. 5,00,000 by SEBI.

2. The Company has filed an appeal in SAT against the order and SAT has vide its order No. dated 28th August, 2023 granted a stay in the matter. However, the Company has also paid the penalty amount under protest with SEBI.

3. The Company has informed to us that they submitted the disclosure of related party within 30 days and filed the waiver application also but due to Non-acceptance of waiver application, the Company has made the payment of Fine amount i.e. 5900/-(including GST) to BSE Ltd.

c) INTERNAL AUDITOR

In accordance with the provisions of Section 138 of the Companies Act, 2013, the Company has appointed an Internal Auditor who reports to the Audit Committee. Quarterly internal audit reports are submitted to the Audit Committee which reviews the audit reports and suggests necessary action.

During the year under review, the Board has accepted resignation of Mr. Ravi Toshniwal, Mumbai as Internal Auditor of the Company for the Financial Year w.e.f. 5^th November, 2022

The Company has appointed Mr. Deepak Mehta as Internal Auditor of the Company w.e.f. 5^th November, 2022 for the period of 2 years i.e. F.Y 2022-2023 & 2023-2024.

CERTIFICATE ON NON-DISQUALIFICATION OF DIRECTORS

Company have taken Certificate from Practicing Company Secretary that none of the Directors on theBoard of the Company are disqualified as on 31.03.2023 in accordance with Regulation 34(3) read with Schedule V Para C sub clause 10 (i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 annexed as Annexure V

INDEPENDENT DIRECTORS

a) Disclosure of Independence: The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013 and the Board is also the opinion that the Independent Directors fulfils all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors.

b) Familiarization Programmes: As per Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details of the familiarization programmes for Independent Directors have been detailed out in the Corporate Governance Report forming part of the Annual Report and are also disclosed on the website of the Company at https://tilakfinance.wordpress.com/.

c) Meeting: The details of the meeting of Independent Directors are given in Corporate Governance Report forming part of the Annual Report.

REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. In compliance with Regulation 34 and Schedule V of SEBI Listing Regulation 215, report on Corporate Governance is annexed as Annexure- VI, along with a certificate from the Secretarial Auditors of the Company on compliance with the provisions and forms part of the Annual Report as Annexure - VII

COMPLIANCE WITH SECRETARIAL STANDARDS

Company is in compliance with applicable Secretarial Standards.

DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

During the year the Company has proposed to subscribe and acquire 1,11,000 equity shares of Rs. 10 each, at Issue Price of Rs. 68.92 (Share Premium of Rs. 58.92) per share amounting to Rs. 76,50,000/- of M/s Yosto Venture India Private Limited "(Yosto").

The acquisition results in M/s Yosto Venture India Private Limited as Subsidiary company

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT ATWORKPLACE

The Company is committed to provide a healthy environment to all employees and thus does not tolerate any sexual harassment at workplace. The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition &Redressal) Act, 2013, An Internal Complaints Committee has also been set up to redress complaints received on sexual harassment. All employees (Permanent, contractual, temporary, trainees) are covered under this policy. Your Directors state that during the year under review, there were no cases filed pursuant tothe Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, the company has not received any complaint of sexual harassment.

APPRECIATION & ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their sincere gratitude for assistance and cooperation received from banks, financial institutions, shareholders, business associates and esteemed customers for their continued support and assistance during the year.

Your Directors also place on record their appreciation for the excellent contribution made by all employees of Tilak Ventures Limited through their commitment, competence, co-operation and diligence to duty in achieving consistent growth of the Company.