Ventura Textiles Ltd Directors Report

To

The Members

VENTURA TEXTILES LIMITED

Your Directors present the 55th Annual Report on the business & operations of the Company together with the Companys Audited Financial Statements and Independent Auditors Report thereon for the Financial Year ended 31st March, 2025. The summarized performance during the year is as under:

FINANCIAL RESULTS:

PARTICULARS	Amount (Rs.)	Amount (Rs.)
	31st March, 2025	31st March, 2024
Sales	11,47,040	43,10,009
Other Income	1,23,673	1,19,05,386
Total Income	12,70,713	12,33,63,855
Expenditure	1,07,08,070	2,17,71,552
Profit / (Loss) Before Interest, Depreciation & Tax	(94,37,357)	10,15,92,303
Interest	21,50,560	42,84,004
Depreciation	1,43,680	29,35,100
Profit / (Loss) Before Tax	(1,17,31,597)	9,43,73,199
Exceptional Income/Prior Period Adjustment	--	(31,475)
Profit / (Loss) After Tax	(1,17,31,597)	9,43,41,724

STATE OF COMPANY AFFAIRS:

During the year under review, the Company has earned total income of Rs.12,70,713/- out of which income from operation is Rs.11,47,040/- and other income is Rs.1,23,676/- as compared to the Total income of Rs.12,33,63,855/-, out of which income from operation of Rs.43,10,009/- and Other Income of Rs.1,19,05,386/- in the previous year respectively. The Company incurred loss after tax of Rs.1,17,31,597/- as compared to a profit after tax of Rs.9,43,41,724/- in the previous year.

As was reported in the previous year, the Company sold its Land & building and Machinery, exited the manufacturing activity of Textiles and moved to Trading. Thereafter, the Company explored several options and other

Considering the business potential in India and abroad, the Board of Directors of the Company has proposed, subject to the approval of the Members of the Company and the Statutory Authorities, to add the new object clauses related to Brewery, Distilleries, Aerated Water and Mineral Water.

DIVIDEND AND RESERVES:

In view of the losses incurred by the Company, the Board of Directors of the Company has not recommended any dividend on the Equity Share Capital for the financial year under review. During the year, no amount has been transferred to

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS/ SHARES TO IEPF:

During the year, the Company was not required to transfer any unclaimed dividends/shares to IEPF. Your Company did not have any funds, being dividends lying unpaid or unclaimed for a period of seven years.

Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

SHARE CAPITAL:

The Paid-up share capital of the Company as on 31 st March, 2025 was Rs.19,45,32,890/- comprising of 1,94,53,289 Equity Shares of Rs.10/- each. During the year under review, there is no change in the paid-up share capital of the Company.

During the year under review, the Company did not issue any equity share with differential voting rights and has not granted any Stock Option or Sweat Equity. Further, it has not provided any money to its employees for purchase of its own shares hence the Company has nothing to report in respect of Rule 4(4), Rule 12(9) and Rule 16 of the Companies (Share Capital & Debentures) Rules, 2014.

As on 31st March, 2025, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company. The Company has not issued any Debentures / debt securities during the year under review. The Promoter / Executive Directors hold the shares of the Company through their Group Companies.

CHANGE IN NATURE OF BUSINESS, IF ANY:

During the year there was no change in the nature of business of the Company. The Board of Directors of the Company, considering the declined performance in the Textile sector with a heavy accumulated losses, resulting in sale of factory premise, has proposed to explore new business opportunities in the Food and Beverages Industries and has proposed to add new Object Clauses in the Memorandum of Association and also proposed to reduce the paid-up Equity Share capital of the Company to reflect the true and fair view by eliminating 80% of the accumulated losses. In this respect the required resolutions have been proposed, including the resolutions for change in the face value of the shares and amendment in the Memorandum and Articles of Association of the Company, in the ensuing Annual General Meeting of the Members of the Company. Your Directors are optimistic to turn around the Company in the years to come with best possible strategies and request and recommend to the Members to approve the prosed resolutions.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the financial year under review, as stipulated under Regulation 34(2) (e) &34(3) of SEBI (LODR) is presented in a separate section forming part of the Annual Report. Annexure A

Certain Statements in the ‘Management Discussion and Analysis Report section may be forward looking and are stated as required by applicable laws and regulations. Many factors may affect the actual results, which would be different from what the Directors envisage in terms of future performance and outlook. Investors are cautioned that this discussion contains forward looking statement that involve risks and uncertainties including, but not limited to, risks inherent in the companys growth strategy.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Meetings of the Board of Directors held during the year 2024-25:

During the year under review 6 (Six) meetings of the Board of Directors took place details of which have been provided in the Corporate Governance Report that forms part of the Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and Regulations 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of dates is mentioned in Corporate Governance Report.

b) Declaration by Independent Directors:

The Company has received necessary declaration from all the Independent Directors confirming that they meet the criteria of Independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulations 16(1)(b) and 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 hereinafter referred to as "SEBI (LODR)."

Independent Directors are not liable to retire by rotation as per Section 152(6) of the Companies Act, 2013. None of the Independent Directors will retire at the ensuing Annual General Meeting.

c) Changes in the Board of Directors During the year 2024-2025:

Pursuant to the provisions of Section 203 of the Act, presently Mr. Mohan Rao Penugonda, is the Chairman and Managing Director.

Further to the Sale of assets and factory premises, Mr. Abhijit Rao Penugonda, who was an Executive Director to take care of the functions and operations of the Company, resigned as an Executive Director and consented to continue only as a Non-Executive Director of the Company with effect from 10thMay,2024.Duetofinancialdifficulties,the Company was not paying any remuneration to Mr. Abhijit Rao, for his services as an Executive Director, Chief Financial Officer and Internal Auditor of the Company. Subsequent to the sale of assets and the factory premise resulting in no operations of the Company having no employees, except for the clearance of the earlier year stocks, on the request of the Board of Directors to comply with the requirement of having whole-time CFO the Company, being a listed entity under Section 203 of the Companies Act, 2013, where the requirement of the whole-time CFO functions does not exist, Mr. Abhiji Rao, continued as a CFO and Internal Auditor of the Company at NIL Remuneration, to comply with the requirement of the law as a CFO and an Internal Auditor of the Company.Mr. Abhijit Rao Penugonda (DIN:00189126), Director of the Company is liable to retire by rotation at the ensuing AGM pursuant to the provisions of Section 152(6)(d) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company and being eligible has offered himself for re-appointment. Details are attached to the Notice as per Regulation 36(3) of SEBI(LODR) & Secretarial Standard 2 (SS-2) of the Institution of Company Secretaries of India (ICSI).

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1) (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). There has been no change in the circumstances affecting their status as Independent Directors of the Company.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

Mrs. Ratnakumari Girija Maganti (DIN:08259159) has been appointed as an Independent Director for the Second-term, on the basis of the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company by the Members at the 53^rd Annual General Meeting of the Company held on 30th September, 2023.

Mr. VenuNatha Sadasivam Sarma continues to be the Independent Director, since his name got restored as the Director in the Independent Directors Data Bank, on clearing of his exam on May 09, 2024.

Mr. Anantharama Sethumani Subramanian (DIN: 00004479) has been appointed as an Additional Director (Non-Executive Independent Director) by the Board of Directors of the Company w.e.f. 10th May, 2024. Due to paucity of funds, the Company could not obtain approval of the Members of the Company through Postal Ballot within 3 months of the said appointment. However, the Members approved his appointment for the first term of 5 consecutive Years to hold office as a Non-Executive Independent Director from 10 th May, 2024 to 09th May, 2029 at the 54th Annual General Meeting of the Company held on 30th September, 2024.

The brief resume of the Director seeking appointment / re-appointment and other related information has been detailed in the Notice convening 55th Annual General Meeting of the Company.

AUDIT COMMITTEE AND ITS COMPOSITION:

The Audit Committee held 5 (Five) Meetings during the financial year 2024-25, The following is the composition of the Audit Committee as on 31st March, 2025:

Sr. No. Name	Designation
1. Mr. Anantharama Sethumani Subramanian	Chairman (Independent Director)
2. Mr. VenuNatha Sadasivam Sarma	Member (Independent Director)
3. Mr. Abhijit Rao	Member (Non-Executive Director / Non-Independent)
4 Mrs. Ratnakumari Girija Maganti	Member (Independent Director)

All the recommendations of the Audit Committee were accepted by the Board of Directors during the year.

The details with respect to meetings of the Audit Committee held during the year have been provided in the Corporate Governance Report that forms part of the Annual Report. The intervening gap between any two meetings were within the period prescribed by the Companies Act, 2013 and SEBI (LODR).

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint venture or Associate Company. Your Company is an Associate Company of Penny Securities & Investments Private Limited, on account of its shareholding in your Company [holding 6,136,858 equity shares of face value of Rs.10/- each (31.55%) as on 31st March, 2025].

WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

The Company has established a vigil mechanism cum whistle blower policy as per Section 177(9) and (10) 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 Listing Regulations. Pursuant to 2018 Securities and Exchange Board of India ("SEBI") notified the theNotification SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (‘the Amendment Regulations") bringing amendment in the SEBI

(Prohibition of Insider Trading), 2015 with effect from April 1, 2019. Pursuant to the Amendment Regulations, the Company revised its "Vigil Mechanism Policy", the details of which have been provided in the Corporate Governance Report and also posted on the website of the Company at: www.venturatextiles.com.

NOMINATION AND REMUNERATION COMMITTEE:

As on 31st March, 2025, the Nomination and Remuneration Committee comprised of Mr. Venu Natha Sadasivam Sarma - Chairman, Mrs. Ratnakumari Girija Maganti as Member of the Committee and Mr. Abhijit Rao as Member of the Committee.

One (1) meeting of the Nomination and Remuneration Committee was held on 10th May, 2024. All the members were present at the meeting.

Following is the composition of the Nomination and Remuneration Committee :

Sr. No. Name	Designation
1. Mr. Venu Natha Sadasivam Sarma	Chairman (Independent Director)
2. Mrs. Ratnakumari Girija Maganti	Member (Independent Director)
3. Mr. Abhijit Rao	Member (Non-Executive Director)

The Composition of the Nomination and Remuneration Committee is duly constituted as per Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014, and Regulation 19 of SEBI (LODR).

The Amendment Regulations brought amendment in the Listing Regulations which became effective from April 1, 2019. Pursuant to the Amended Regulations, the Company revised its "Nomination & Remuneration Policy" wherein the terms of reference of the Nomination and Remuneration Committee were amended to include the recommendation to the Board by the Committee, all remuneration, in whatever form, payable to senior management.

The details with respect to meetings of the Committee held during the year have been provided in the Corporate Governance Report that forms part of the Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and SEBI (LODR).

TheBoard of Directors of the Company has reconstituted the Nomination and Remuneration Committee on 05th September, 2025, as detailed below, after withdrawal of Mr. Abhijit Rao as Member of the Committee. Following is the composition of the reconstituted Nomination and Remuneration Committee :

S. No. Name	Designation
1. Mr. Venu Natha Sadasivam Sarma	Chairman (Independent & Non-Executive Director)
2. Mrs. Ratnakumari Girija Maganti	Member (Independent & Non-Executive Director)
3. Mr. Anantharama Sethumani Subramanian	Member (Independent & Non-Executive Director)

STAKEHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to the provisions of sections 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (LODR) Regulations, 2015 the Board of Directors has duly constituted the Stakeholders Relationship Committee of the Company. The Committee is responsible for the satisfactory redressal to investors complaints and recommends measures for overall improvement in the quality of investor services.

The Committee comprises of two (2) Independent Directors and one (1) is Executive Director.

As at 31st March, 2025, the Stakeholders Relationship Committee comprises of Mr. Abhijit Rao, Chairman of the Committee and Mr. P.M. Rao and Mrs. Ratnakumari Girija Maganti as Members of the Committee.

The details with respect to meeting of the Stakeholders Relationship Committee held during the year have been provided in the Corporate Governance Report that forms part of the Annual Report. The intervening by the Companies Act, 2013 and SEBI (LODR).

The meeting of the Stakeholder Relationship Committee was held on 14th February, 2025 during the year.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(3) (c) and 134(5) of the Companies Act, 2013, the Directors confirm that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) the 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 the loss of the Company for that year;

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

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls, to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively, to the extent possible considering the weak financial position and the Board of Directors are taking best efforts to turn-around the Companys operations and its financial stability.

CORPORATE GOVERNANCE REPORT:

The Company has adopted best practices of Corporate Governance and Complied with all the requirement of Corporate Governance laid down by SEBI. As per Regulation 34(3) read with schedule V of SEBI (LODR), a Corporate Governance Report along with Auditors certificate confirming compliance of corporate governance for the year ended 31st March, 2025 is provided separately and forms integral part of this annual report.

ANNUAL PERFORMANCE EVALUATION BY THE BOARD

Pursuant to Section 134(3)(p) read with Rule 8(4) of the Companies (Accounts) Rules, 2014 and Regulation 4(2)(f)(ii)(9) read with Regulation 17(10) of the Listing Regulations, mandates that the Board shall monitor and review the Board evaluation framework and shall carry out performance evaluation of the Independent Directors. The be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013, states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. Details of the Evaluation Mechanism are provided in the Corporate Governance Report. A meeting of Independent Director was held on 14th February, 2025 for evaluation of Board performance.

PARTICULARS OF EMPLOYEES AS 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:

The provisions of Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company as there is only one employee (excluding Executive Directors) in the Company. The Executive Directors were not paid any remuneration.

The Company has no employees, except the Managing Director and CFO at NIL remuneration and Mrs. Jhansi Lakshmi Muvvala, as the Company Secretary, Key Managerial Person, drawing Salary. The is annexed as Annexure I to this Report pursuant to Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

COMPANIES POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

Considering the present financial conditions of the Company, both Mr. P.M. Rao, the Chairman & Managing Director and Mr. Abhijit Rao, CFO, have waived their remuneration and informed the Board that they would draw remuneration on the turnaround of the Company and when the Nomination and Remuneration Committee recommends the remuneration to them. The Company had been following a policy with respect to appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The on the Board is subject to the recommendation of the Nomination and Remuneration Committee (NRC). Based on the recommendation of the NRC, the remuneration of Executive Director is fixed in accordance with the provisions of the Companies Act, 2013 which comprises of Basic Salary, Perquisites, allowances and commission. The remuneration of non-executive directors comprises of sitting fees in accordance with the provisions of Companies Act, 2013.

The Remuneration Policy on making payment to Directors, Key Companys website and is accessible through weblink.

RELATED PARTY TRANSACTIONS:

All Contracts/ Arrangements/transactions entered by the company during the financial year with related parties were in ordinary course of business and on arms length basis. There arenomateriallysignificantrelated party transactions made by the company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the company at large or which warrants the approval of the shareholders. Accordingly, the disclosure of Related Party transactions as required under section 134(3) (h) of the companies Act, 2013 in form AOC-2 being enclosed as Annexure II.

In terms of Section 188 of the Companies Act and Companies (Meeting of Board and its Powers) Rules, 2014 and further in terms of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 related to the Corporate Governance, company has formulated related party policy of the company. The Policy on Related Party Transactions as approved by the Board is uploaded on the Companys website at www.venturatextiles.com.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Company has not provided any loans, guarantees, security under section 186 of the Companies Act, 2013 during the year under review. The Company has not made any investment during the financial year 2024-25.

SIGNIFICANT AND MATERIAL ORDERS:

Pursuant to Section 134(3)(q) of the Companies Act, 2013 read with Rule 8(5)(vii) of the Companies (Accounts) Rules,2014, no significant or material orders were passed by the Regulators or Courts or Tribunals which impacts the going concern status and Companys operations in future.

RISK MANAGEMENT:

The Company has in place Risk Management System which takes care of risk identification, assessment and mitigation. The Board periodically reviews the risk, if any, and ensures to take necessary steps for its mitigation.

STATUTORY AUDITORS:

In accordance with the provisions of Section 139 of the Act, at the 52nd Annual General Meeting ("AGM") held on 30thSeptember, 2022, M/s Govind Prasad & Co., Chartered Accountants, (Firm Registration No.114360W) were appointed as the Statutory Auditors of the Company for a second term of five years to hold office from conclusion of the52 nd AGM of the Company till the conclusion of the 57th AGM of the Company to be held for the Financial Year 2026-2027.

M/s Govind Prasad & Co., Chartered Accountants, (Firm Registration No. 114360W) have confirmed that they are not disqualified from continuing as the Statutory Auditors of the Company.

INTERNAL AUDITOR

Pursuant to provision of Section 138 and other applicable provisions of the Companies Act, 2013 read with Rule 13(1)(a)of the Companies (Accounts) Rules, 2014, the Board of Directors, on recommendation of Audit Committee, requested and appointed Mr. Abhijit Rao, Chief Financial Officer (CFO) of the Company, as the Internal Auditor of the Company for the Financial Year 2024-2025 at NIL remuneration on 30th May, 2024, despite the Company had no employeesoranysignificantincome or operations . The management regularly reviews the findings of the Internal Auditor and effective steps to implement any suggestions/ observations of the Internal Auditor are taken and monitored regularly to reduce the costs of running the Company, when the income sources have been dried out. In addition, the Audit Committee of the Board regularly addresses significant issues raised by the Internal Auditor.

COST RECORDS:

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

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

The Company is giving due consideration to the conservation of energy and all efforts are being made to properly utilize the energy resources. The information pertaining to conservation of energy, technology absorption, Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-III to the Board Report.

SECRETARIAL AUDITORS:

Pursuant to Section 204(1) of the Companies Act, 2013 read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company based on the recommendation of the Audit Committee, appointed M/s. Sharma and Trivedi LLP, Company Secretaries, Mumbai (LLP IN: AAW-6850) as the Secretarial Auditors of the Company for the Financial Year 2024-2025. The Report of Secretarial Audit carried out for the financial year 2024-25 is annexed herewith as Annexure IV.

Necessary explanations to each of the observations made in the Secretarial Audit Report are as given below:

1) The Company is yet to establish systems to ensure adequate and effective compliance with the provisions of all applicable laws.

Reply: The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively, to the extent possible considering the weak financial position and the Board of Directors are taking best efforts to turn-around the Companys operations, its financial stability and to comply with all applicable laws.

2) The Company has accumulated losses exceeding its net worth, which may adversely affect the future operations of the company:

Reply: The net worth of the company has been fully eroded. However, this will not affect the future viability of the company as the Company has started exploring new business opportunities.

3) Except with respect to the filing of few e-Forms, after the prescribed time, the Company has filed with additional fees and few e-forms MGT-14 are yet to be filed;

Reply: The Company has arranged to file the e-forms (MGT-14), with additional fees for the delay in filing, subsequent to the said observations. The necessary steps have been taken to avoid delay in filing of e-forms with MCA in future.

4) Ms. Jhansi Lakshmi Muvvala (FCS: 4395) was appointed as the Company Secretary and Compliance officer of the Company w.e.f. 10^th May, 2024. There was no Company Secretary during 01 st April, 2024 to 09th May, 2024;

Reply: Despite the Companys continuous efforts, due to the Companys poor performance, the Company could not succeed in getting the right candidate till May 09, 2024.

5) Mr. Abhijit Rao Penugonda (DIN: 00189126) resigned as a Whole-time Director of the Company and continuing only as a Non-Executive, Non-Independent Director of the Company, liable to retire by rotation, and effective from May 10, 2024 and to comply with the requirement, being a listed entity, under Section 203 of the Companies Act, 2013, Mr. Abhiji Rao, continues as a whole-time CFO and Internal Auditor of the Company at NIL Remuneration, despite the Company has any significant operations or income.

Reply: Due to the Companys poor performanceandnosignificantoperational activities, the Company is not in a sound Financial

Condition to appoint a full-time CFO and pay remuneration. On the revival of the Company, the Company will do the best to recruit all KMPs and comply with the laws.

6) Removal & Restoration of profile from Independent Directors Data Bank:

The profile of Mr. Venu Natha Sadasivam Sarma (DIN: 00742705) as an Independent Director of the Company, has been restored, subsequent to the removal of his profile from IndependentDirectors Data Bank, due to non-appearance of the exam earlier, as an Independent Director in the Data Bank on 09^th May, 2024, on his passing proficiencyself - theonline assessment test of The Indian Institute of Corporate Affairs (IICA).

Reply: The appointment is regularised on restoration.

7) Regularisation of Appointment of Independent Director :

Mr. Anantharama Sethumani Subramanian (DIN: 00004479) has been appointed as an Additional Director (Non-Executive Independent Director) by the Board of Directors of the Company w.e.f. 10^th May, 2024.

Reply: Due to paucity of funds, the Company could not obtain approval of the Members of the Company through Postal Ballot within 3 months of the said appointment. However, the Members approved his appointment for the first term of 5 consecutive Years to hold office as a Non-Executive Independent Director from 10th May, 2024 to 09th May, 2029 at the 54th Annual General Meeting of the Company held on 30th September, 2024.

8) Non-functional Structured Digital Database (SDD) Software

The SoftwaretomaintaintheStructuredDigitalinformation was not functional and the Company had certain difficulties in uploading the information.

Reply: The Company installed the required software to maintain The Structured Digital Database w.r.t. unpublished price sensitive information on 24th February, 2024. The Company had no Unpublished Price Sensitive Information except on the Quarterly Financial Results. The Company had certain difficulties in uploading the information and changed the software.

9) Delay in payment of the Annual Listing fees to BSE Limited for Financial Year 2024-25.

Reply : The Company paid the Annual Listing fees to BSE Limited with delay for Financial Year 2024-25.

10) With respect to non-compliances under SEBI (LODR) Regulations, 2015, the table detailing the non-compliances and the Management response thereof is annexed.

Reply: The table detailing the non-compliances and the Management response thereof is annexed and is self explanatory.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS:

During the year under review, your company has complied with all the applicable secretarial standards issued by the Institute of Company Secretaries of India. The same has also been confirmed by Secretarial Auditors of the Company in the secretarial audit report.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per Section 135(1) of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, every Company having Net Worth of Rupees five hundred crore or more, or Turnover of Rupees one thousand crore or more, or a Net Profit of Rupees five crore or more during any financial year shall constitute the CSR Committee. Considering the above threshold limit specified above, the Company is not required to constitute the CSR Committee.

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with the Rules thereunder, it is hereby declared that the Company has not received any complaint of sexual harassment during the year under review. Further, the Company conducts awareness programs at regular interval of time. Due to the decline in business, post sale of factory premise, there are no employees, except the Key Managerial Personnel.

Constitution of POSH ICC Committee Yes

The number of sexual harassment complaints received during the year Nil The number of such complaints disposed year Nilof duringthe The number of cases pending for a period exceeding ninety days Nil

MATERNITY BENEFITS COMPLIANCES:

Your company affirm that it would comply with the provisions of the Maternity Benefit Act, 1961, as and when the need arises. Due to the decline in business, post sale of factory premise, there are no employees, except the Key Managerial Personnel.

INTERNAL FINANCIAL CONTROL:

The Management has certain financial difficulty in having proper systems to the extent possible to ensure compliance with the provisions of all applicable laws including adequacy of the internal financial controls and ensure such systems are adequate and operating effectively. The Board of Directors are taking best efforts to turn-around the Companys operations and its financial stability in near future.

DISCLOSURE UNDER SECTION 134(3) (l) OF THE COMPANIES ACT, 2013:

Except as disclosed elsewhere in this report, there have been no material changes and commitments have occurred between the end of the financial year of the Company and date of this report which can affect the financial position of the Company.

EXTRACTS OF ANNUAL RETURN

In accordance with the requirements of section 92(3) of the Companies Act, 2013, the annual return of the Company in respect of Financial Year 2023-24 has been hosted on the website of the Company on weblink www.venturatextiles.com and with respect to FY 2024-25, the same will be posted in due course.

PUBLIC DEPOSITS

During the year, the company has not accepted any deposits from the public and there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

INDUSTRIAL RELATIONS

Post the sale of factory premise, there is nothing to report.

REMUNERATION POLICY

Pursuant to the provisions of section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations and on recommendation of Nomination and Remuneration Committee, the Board of Directors have adopted policy for selection and appointment of Directors, senior management and their remuneration. The remuneration policy has been placed on the website of the Company. Brief of Remuneration Policy is given in Corporate Governance report.

REPORTING OF FRAUDS/AUDITORS REPORT

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Companies Act, 2013 and Rules made there under.

The Auditors Report on Standalone Financial Statements for the financial year 2024-25 issued by M/s. Govind Prasad & Company Chartered Accountants, does not contain any qualification, observation, reservation or adverse remark.

With respect to the observation of the Statutory Auditors under the heading Emphasis of Matter in the Auditors Report, in connection with the negative net worth more than 50%, due to accumulated losses of the Company of Rs.28,87,61,353/- indicating doubt of the existence of the Companys ability to continue as a going concern, the Board of Directors are optimistic on account of the emerging business opportunities and the active operative assets and the long term existence of the Company to turn around and accordingly the Company is to be considered as a going concern.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY AUDITOR a) The Auditors Report on Standalone and Consolidated Financial Statements for the financial year 2024-25 issued by M/s Govind Prasad & Company Chartered Accountants, does not contain any qualification, observation, disclaimer reservation or adverse remark, except as mentioned above; and b) Explanation or comments on Qualification, reservations or adverse remarks or disclaimers made by Secretarial Auditors in Secretarial Audit Report are enclosed.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments affecting the financial position of the company occurred year to which this financial statement relates and the date of this report.

CORPORATE GOVERNANCE REPORT:

The Company has adopted proper practices of Corporate Governance and Complied with all the requirement of Corporate Governance laid down by SEBI. As per Regulation 34(3) read with schedule V of the Listing Regulations, a Corporate Governance Report along with Auditors certificateconfirmingcompliance of corporate governance for the year ended 31 st March, 2025 is provided separately and forms integral part of this annual report.

DECLARATION TO STOCK EXCHANGE:

Company has submitted declaration pursuant to Regulation 33 (3) (d) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to Stock Exchange BSE Limited , that M/s Govind Prasad and Company, Statutory Auditors of the Company have issued unmodified opinion on the audit report for the year ended 31st March, 2025.

GENERAL DISCLOSURE

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: During the year, there were no transaction requiring disclosure or reporting in respect of matters relating to: (a) details relating to deposits covered under Chapter V of the Act; (b) issue of equity shares with differential rights as to Dividend, voting or otherwise; (c) issue of shares (including sweat equity shares) to employees of the Company under any scheme, including Employee Stock Options Schemes; (d) raising of funds through preferential allotment or qualified institutions placement; (e) significant or material order passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future;

(f) pendency of any proceeding against the Company under the Insolvency and Bankruptcy Code, 2016; (g) instance of one-time settlement with any bank or financial institution; (h) fraud reported by Statutory Auditors; and i. change of nature of business. ii. The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. iii. The details of the Committees of Board are provided in the Corporate Governance Report section of this Annual Report. iv. The Company has no credit ratings to be disclosed in the Corporate Governance Report, which forms part of the Annual Report. v. As required under Section 134(3)(a) of the Act, the Annual Return MGT-7 will be hosted on the Companys website. vi. The Registered Office of the Company has been shifted with effect from 14th August, 2025: From: 121, Midas, Sahar Plaza, JB

Nagar, Andheri (East), Mumbai 400 059 To: 1010, Meadows, Sahar Plaza, JB Nagar, Andheri (East), Mumbai 400 059.

CODE FOR PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 with a view to regulate 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 Company shares 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 Board Directors and the designated employees have confirmed compliance with the Code. The Insider Trading Policy of the Company covering code of practices and procedure for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading is available on the website of the Company.

CAUTIONARY STATEMENT:

Statements in the Annual Report, including those which relates to Management Discussion and Analysis describing the Companies objectives, projections, estimates and expectations, may constitute ‘forward looking statements within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation to the Companys valued Investors, Banks, Central and State Governments, Stock Exchanges, Depositories, Business Associates, Statutory Authorities and all other Stakeholders for their continuous support and cooperation.

Date : 06th September, 2025

Place: Mumbai

 

Registered Office:

1010, Meadows, Sahar Plaza

J. B. Nagar, Andheri-Kurla Road, Andheri (East), Mumbai 400 059

CIN: L21091MH1970PLC014865

Tel No: 022- 2834 4453

email-id:pmrao@venturatextiles.com

Website: www.venturatextiles.com

On behalf of Board of Directors

P. M. Rao

Chairman & Managing Director

DIN: 00197973