The Directors of your company are pleased to present to you the Thirtieth Annual Report of the Company together
with Audited Financial Statement of Accounts and the Auditor's Report of your Company for the Financial Year ended
on 31st March, 2025.
Financial Results
The Summary of Financial Results for Both Standalone and Consolidated Financial Result for the Financial Year
2024-25 in comparison to Financial Year 2023-2024 are given below:
|
Particulars
|
Standalone
|
Consolidated
|
| |
2024 -25
|
2023-24
|
2024 -25
|
2023-24
|
|
Gross Income
|
4289.76
|
4816.57
|
6240.54
|
6250.74
|
|
Profit Before Depreciation, Interest & Tax
|
427.06
|
1543.51
|
1086.98
|
2449.7
|
|
Less: Depreciation
|
62.90
|
68.66
|
62.92
|
74.18
|
|
Interest
|
205.68
|
97.48
|
426.88
|
228.43
|
|
Profit Before Exceptional item & Tax
|
158.48
|
1377.37
|
597.18
|
2147.09
|
|
Add/(less) : Exceptional item
|
-19.70
|
378.00
|
-19.70
|
378.00
|
|
Profit Before Tax
|
178.18
|
999.37
|
616.88
|
1796.09
|
|
Current Tax
|
60.87
|
418.41
|
142.83
|
594.20
|
|
Deferred Tax
|
9.23
|
-21.57
|
47.21
|
-
|
|
Tax Adjustment for earlier year
|
53.54
|
-0.06
|
103.31
|
3.35
|
|
Mat Credit entitlement
|
39.42
|
-
|
116.57
|
1.09
|
|
Net Profit(Loss)
|
15.11
|
605.65
|
206.96
|
1197.45
|
|
Less
Share of Profit/Loss of Non-Controlling Interest
|
-
|
-
|
-
|
(0.0004)
|
|
Other Comprehensive income
|
-13.84
|
-6.74
|
11.60
|
86.48
|
|
Total Comprehensive income
|
1.27
|
595.87
|
218.56
|
1283.93
|
|
Basic and Diluted Earnings Per Share
|
0.002
|
0.07
|
0.02
|
0.14
|
|
Opening Balance of Retained Earnings
|
3538.49
|
2940.58
|
7057.47
|
5970.37
|
|
Closing Balance of Retained Earnings
|
3678.60
|
3538.49
|
7496.46
|
7057.47
|
Note: The previous period/year figures have been regrouped/rearranged wherever necessary to make them
comparable with current period.
OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE
STANDALONE:
Your company has earned a Profit of ' 15.11 Lakhs (before OCI) for the current Financial Year 2024-2025 as compared
to a profit of ' 605.65 Lakhs (before OCI).
CONSOLIDATED:
Your Company has earned a Profit of ' 206.96 Lakhs (before OCI) for the current Financial Year 2024-2025 as compared
to a profit of ' 1197.45 Lakhs (before OCI).
SCHEME OF ARRANGEMENT:
The Board of Directors of the Company, on basis the recommendation of Audit Committee and Independent Director
Committee of the Company at its meeting held on 4th April, 2025, approved the scheme of arrangement AMONG
INVENTURE GROWTH AND SECURITIES LIMITED ("Transferee Company"/ "Demerged Company") AND INVENTURE
FINANCE PRIVATE LIMITED ( "Transferor Company 1") AND INVENTURE COMMODITIES LIMITED ("Transferor
Company 2") AND INVENTURE INSURANCE BROKING PRIVATE LIMITED ( "Transferor Company 3") AND INVENTURE
DEVELOPERS PRIVATE LIMITED ("Transferor Company 4") AND INVENTURE WEALTH MANAGEMENT LIMITED
("Resulting Company") AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS UNDER SECTIONS 230 TO 232
OF THE COMPANIES ACT, 2013 READ WITH SECTION 66 OF THE COMPANIES ACT, 2013 AND OTHER APPLICABLE
PROVISIONS OF THE COMPANIES ACT, 2013 ALONG WITH APPLICABLE RULES MADE THEREUNDER.
The Company made an application to stock exchange on 30th April, 2025 to obtain prior approval in terms of provision
of Regulation 37 of listing regulation before submitting the scheme to National Company Law tribunal.
Your Company is yet to get prior approval from stock exchanges.
CHANGE IN NATURE OF BUSINESS
There is no change in nature of business of the Company.
INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY
The information on the affairs of the Company has been given in Management Discussion and Analysis Report
forming part of the Annual Report.
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments affecting the financial position of your Company which have
occurred between the end of the financial year 2024-2025 and the date of this report.
SHARES
Your Company has not issued any bonus Shares, securities with Differential Voting Rights, any SWEAT Equity, any
Employee Stock Option or any preferential issue or Warrants or warrants Convertible into Equity Shares nor brought
back any securities from Market.
During the year under review your Company had raised funds through Right Issue and the Board of Directors in their
meeting held on 21st August, 2024 approved to issue 21,00,00,000 shares @2.33 per share. The New shares shall be
rank pari-pasu in terms of voting and other rights as the existing equity shares.
SUBSIDIARIES COMPANIES
Your Company along with its subsidiaries offers a diversified range of services viz. lending and allied activities,
merchant banking services, insurance services, wealth management services, real estate, and commodities trading.
As on 31st March, 2025 your Company has total Six (6) Subsidiaries Companies a Viz.
• Inventure Finance Private Limited
• Inventure Commodities Limited
• Inventure Wealth Management Limited
• Inventure Insurance Broking Private Limited
• Inventure Merchant Banker Services Private Limited
• Inventure Developers Private Limited.
Your Company does not have any associate Company or joint venture.
The Company has consolidated accounts of all the subsidiaries as required by Companies Act, 2013 and SEBI (LODR),
Regulation 2015. The individual Financial Statement of all the above subsidiaries are available on our website https://
www.inventuregrowth.com/investorrelation?categoryId=3&subcategoryId=2.
As on 31st March, 2025, Inventure finance private limited is the material subsidiary of your company.
Performance and financial position of Subsidiaries:
As required under Rule 5 and Rule 8(1) of the Companies (Accounts) Rules, 2014, a report on the highlights of
performance of subsidiaries and their contribution to the overall performance of the Company has been appended
as "Annexure A" to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 read with
Schedule V of the Listing Regulations is presented in a separate section forming part of the Annual Report.
CORPORATE GOVERNANCE REPORT
The Company is committed to maintain highest standards of corporate governance aligned with the best practices.
Pursuant to applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
a detailed report on Corporate Governance forms part of this Report. The Company is in compliance with the
various requirements and disclosures that have to be made in this regard. A certificate from the Auditor confirming
compliance of the conditions of Corporate Governance as stipulated under the Listing Regulations forms part of the
Annual Report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS TRIBUNALS IMPACTING
THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There are no such significant and Material orders passed by the regulators or courts tribunals impacting the going
concern status and Company's operations in future except there are some penalties & inspections were ordered by
Stock Exchanges which are as follows:
|
Sr.
No.
|
Action taken by
|
Details of violation
|
Details of action taken e.g. fines,
warning letter, debarment etc.
|
|
1.
|
SEBI vide its
|
Regulation 57(1)&(2) read with clause 2(VII)
|
Under section 11, 11(4), & 11B of SEBI
|
| |
order dated
|
(G) & (XVI)(B)(2) of Part A of Schedule VIII of
|
Act, 1992 SEBI has passed order dated 6th
|
| |
06/08/2018
|
Securities and Exchange Board of India (Issue
of Capital and Disclosure Requirements)
Regulations, 2018
(SEBI (LODR), 2018)
Section 12A(a),(b),(c) of the Securities and
Exchange Board of India Act, 1992 (SEBI Act,
1992) read with Regulations 3(b),(c),(d),
4(1), 4(2)(k) & (r) of the SEBI (Prohibition
of Fraudulent and Unfair Trade Practices
relating to Securities Market) Regulations,
2003. (SEBI (PFUTP) Regulations, 2003)
|
August 2018 wherein it has directed that;
a. the Company Directors
b. Nagji K Rita
c. Virendra D Singh
d. Kanji B Rita
e. Vinod K Shah
f. Pravin M Gala
g. Arun N Joshi
h. Srinivasaiyer Jambunathan
i. Harshavardhan M Gajbhiye
j. Ajay Khera
k. Deepak M Vaishnav
l. Arvind Gala (CFO)
m. Bhavi Gandhi (Cs)
shall not access the securities market or
buy, sell or otherwise deal in the securities
market, either directly or indirectly for
a period of 4 years from the date of this
order.
All the directors as mentioned above shall
not associate themselves with any listed
company or company proposing to list,
or any registered intermediary, in the
capacity of a director, key management
personnel or partner (in case of a
partnership firm) for a period of 4 years,
with effect from January 1, 2019.
The Company shall ensure that the board
of directors is reconstituted to give effect
to the aforesaid directions in order to
ensure the smooth functioning of the
Company.
CFO & CS were warned/ cautioned to
exercise due care & diligence, in future.
|
|
Sr.
No.
|
Action taken by
|
Details of violation
|
Details of action taken e.g. fines,
warning letter, debarment etc.
|
| |
|
|
SEBI vide its order dated 9th August 2018
has allowed the Company from closing
their respective open position at the
earliest without any further roll- over but
fresh positions shall not be allowed to be
opened.
SEBI has conducted hearing on 25/03/2019
for adjudication proceeding against the
Company for the above mentioned matter
and the order on the same is awaited.
|
|
2.
|
SEBI vide its
Order dated
30.08.2019
|
Section 12 A (a), (b), (c) of SEBI Act,1992 and
Regulations3 (b), (c), (d), 4(1), 4(2)(f), (k)and
(r) of the SEBI (PFUTP) Regulations
Regulations 57 (1) and 57 (2)(a) read with
Clause 2 (VII) (G)and (XVI) (B) (2) of part A
of schedule VIII and 60 (4) of theSEBI (ICDR)
Regulations.
|
SEBI imposed Penalty as under:
a. The Company - INR 50,00,000/-
Directors
b. Nagji K Rita INR 10,00,000/-
c. Virendra D Singh INR 10,00,000/-
d. Kanji B Rita INR 10,00,000/-
e. Vinod K Shah INR 10,00,000/-
f. Pravin M Gala INR 10,00,000/-
g. Arun N Joshi INR 3,00,000/-
h. Srinivasaiyer Jambunathan INR
3.00. 000/-
i. Harshavardhan M Gajbhiye INR
3.00. 000/-
j. Ajay Khera INR 3,00,000/-
k. Deepak M Vaishnav INR 3,00,000/-
l. Arvind Gala (CFO) INR 2,00,000/-
m. Bhavi Gandhi (CS INR 2,00,000/-
|
|
1) The Company INR 25,00,000/-
Directors
2) Nagji K Rita INR 5,00,000/-
3) Virendra D Singh INR 5,00,000/-
4) Kanji B Rita INR 5,00,000/-
5) Vinod K Shah INR 5,00,000/-
6) Pravin M Gala INR 5,00,000/-
7) Arun N Joshi INR 2,00,000/-
8) Srinivasaiyer Jambunathan INR
2,00,000/-
9) Harshavardhan M Gajbhiye INR
2,00,000/-
10) Ajay Khera INR2,00,000/-
11) Deepak M Vaishnav INR 2,00,000/-
12) Arvind Gala (CFO) INR 1,00,000/-
13) Bhavi Gandhi (CS) INR 1,00,000/-
|
|
Sr.
No.
|
Action taken by
|
Details of violation
|
Details of action taken e.g. fines,
warning letter, debarment etc.
|
|
3
|
SEBI email dated
01.07.2020 and
02.07.2020
|
Sections 11, 11(4) and 11B read with Section
19 of the SEBI Act, 1992 in PSTL matter.
|
The Company, Inventure Growth
& Securities Limited is restrained
from accessing security market as an
Intermediary as well for
a period of Two Years from the date
of the Order and issued Directions to
immediately Square off the F & O Position
of Clients in relation to show cause notice
dated April 30, 2015 which was issued
after a lapse of 7 years for the alleged
trading during the
investigation period of 01.06.2008 to
20.12.2008.
|
|
4.
|
Notice from SEBI
vide letter No.
EFD1/ MIRSD/
ENQ/ DRA2/ 04/
20-21/3613/1/
2021 dt.
27.01.2021 recd.
on 15.02.2021
|
Rule 27(1) of the SEBI (Intermediaries)
Regulations, 2008 for conducting enquiry by
SEBI
|
N. A.
|
|
5.
|
Show cause
Notice dt.
04.02.2022 recd.
on 11.02.2022
under Rule
4(1) of the SEBI
(Procedure for
holding inquiry
and imposing
penalty) Rules,
1995 in the
matter of trading
activities of
certain entities
in Index options
contracts of
NIFTY.
|
Rule 4(1) of the SEBI Procedure for Holding
Inquiry and Imposing Penalties) Rules, 1995
|
Based on Notice, Company has to file
reply on Notice stating that why inquiry
should not be held against the Company in
terms of Rule 4 of the SEBI (Procedure for
holding inquiry and imposing penalties)
Rules, 1995 read with section 15I of SEBI
Act.
|
|
Sr.
No.
|
Action taken by
|
Details of violation
|
Details of action taken e.g. fines,
warning letter, debarment etc.
|
|
6.
|
MCX Inspection
issued
observation letter
to IGSL for books
of accounts,
other records and
documents for
the period from
April 01, 2021
to March 31,
2022 vide letter
number MCX/
INSP/SM/22-
23/1667 dated
-24th March 2023.
|
Exchange has observed the following
violation:
Non settlement of funds and securities of
clients at least once in a calendar quarter or
month.
The gap between two running account
settlements is more than 90/30 days as per
the choice of client.
Member has not returned funds of clients
who have not traded for 30 days. Member
has passed penalty for Upfront margin
requirements in compliance to the rules
and guidelines prescribed by the Exchange/
Clearing Corporation.
Member has marked in- correct Mobile
Number uploaded in Unique Client Code
(UCC) database.
Member has not identified all inactive client
accounts and marked / flagged as Inactive in
UCC database of all the respective Exchanges.
Observations in past by SEBI/MCX inspection
conducted are repeated. The gap between
two running account settlements is more
than 90/30 days as per the choice of client.
Member has not taken corrective steps
to rectify the deficiencies observed in the
inspection carried out by the SEBI/Exchange.
Further Member has not complied with the
qualifications/violations made in last SEBI/
Exchange inspection report.
|
Order awaited from MCX Inspection team
|
|
7.
|
NSE has issued
show cause
notice to
Inventure Growth
& Securities
Limited vide
letter no. NSE/
INSP/CMFOCDS/
REG/21-
22/9017/2021-
9220/2022-
10869 dated 07th
June 2022
|
Following violation has been observed by
NSE Inspection team.
The Noticee used the funds of credit balance
clients to meet the settlement obligations
of debit balance clients for own purposes.
(misuse of clients funds)
The notices used the funds of the credit
balance clients to meet the margin
obligations of debit balance clients. (Principal
3 of the Enhance Supervision) Mismatch of
MC Balance for trading date 07/01/2022
between exchange and member records.
|
MCGFC Committee has passed the
penalty order of ' 58.62 lakh as on
28/04/2023, wherein we filed the review
application with supporting documents as
on 15/05/2023.
Further additional reply also filed by us
on 06/02/2024 & 26/02/2024 NSE has
passed the final order dated 02nd May,
2025 reduced the penalty amount to Rs.
41.55 Lakhs. we have again filled a review
application with NSE.
|
|
Sr.
No.
|
Action taken by
|
Details of violation
|
Details of action taken e.g. fines,
warning letter, debarment etc.
|
| |
|
The notice has reported incorrect data to the
exchange on 28th January 2022.
Value of Own Securities Deposited as
Collateral with CC/CM data mismatch
between exchange and member records on
28/01/2022.
Mismatch of Unutilized collateral lying with
the CM/CC data between exchange and
member submission of 28/01/2022.
Mismatch of MC Balance for trading date
28/01/2022 between exchange and member
records.
Incorrect data uploaded towards bank
account balances.
|
|
|
8.
|
NSE Inspection
issued
observation letter
to IGSL for books
of accounts,
other records and
documents for
the period from
January 01, 2023
to March 31,
2023 vide letter
number NSE/
INSP/CMFOCDS/
REG/23-24/
LO/09017/2023-
26524 dated -30th
June 2023.
|
• Incorrect C&CE reporting
• Non settlement of client Funds.
• Member has engaged as a principal in
a business other than that of securities
involving personal financial liability.
• Incorrect reporting of margin/ MTM loss
collection from clients to Exchange.
• Member has not wound up all the existing
client unpaid securities accounts" on or
before April 15, 2023.
• Incorrect data submitted by the Member
towards Risk Based Supervision (RBS).
• Incorrect data submitted towards the
weekly monitoring of client funds.
|
NSE Inspection team has passed the
final penalty order dated 20/11/2023
vide reference number NSE/INSP- ENF/
CMFOCDS/REG/23-24/ACT/09017/2023-
26524, wherein exchange has levied
penalty of ' 5.10 Lakh in the matter of
IGSL has made investments in group
company engaged in other than security
business & incorrect data reported in RBS.
We have paid the penalty and As per the
change in the SEBI Regulation we have
asked for refund.
|
|
9.
|
NSE Inspection
issued
observation letter
to IGSL for books
of accounts,
other records and
documents for
the period from
January 01, 2022
to December 31,
2022 vide letter
number NSE/
INSP/CMFOCDS/
REG/22-23/
LO/09017/2023-
24127 dated -
10th April 2023.
|
• Non settlement of client funds.
• Incorrect reporting of margin/ MTM loss
collection from clients to Exchange.
• Treatment of Inactive account.
• Non-mapping of all back-office/trading
client codes (if any) with the unique client
code (PAN), uploaded to the Exchange
for clients.
• Mismatch in email ID and mobile
numbers uploaded to the Exchange.
• Common email ID and/or mobile number
uploaded for more than one client.
• Non-issuance of statement of accounts
& retention statement at the time of
settlement of client accounts.
|
NSE Inspection team has passed the
final penalty order dated 24/11/2023
vide reference number NSE/INSP- ENF/
CMFOCDS/REG/22-23/ ACT/09017/2023-
24127, wherein exchange has levied
penalty of ' 83,000/- in the matter of
Mismatch of Email ID/Mobile number,
Common Email/Mobile number uploaded
for more than one client and Non issuance
of Retention statement to clients.
|
|
Sr.
No.
|
Action taken by
|
Details of violation
|
Details of action taken e.g. fines,
warning letter, debarment etc.
|
|
10.
|
BSE Inspection
schedule for
the Inspection
Period April 2022
to March 2023
intimation email
received on
14/07/2023
|
• The following are the prima facie
observations based on sample checking
• Client registration process (KYC and KRA
process)
• UCC verification
• Periodic settlement of funds
• Margin verification
• Unmoved creditors
• Clients funds & securities
• Net worth verification
|
Final order awaited from BSE.
|
|
11.
|
MCX Inspection
schedule for
the Inspection
Period April 2022
to March 2023
intimation email
received on
27/06/2023
|
• CKYC Identifier has not been
communicated to any of the registered
clients.
• Contract Notes not dispatched / delivered
to clients within 24 hours.
• Member has not returned funds of
clients who have not traded for 30 days.
• Member has sent incorrect retention
statements to the client.
• Trading member has not correctly
reported to the Exchange the
requirement on Settlement of Running
Account of Client's Funds lying with
Trading Member.
• Member has passed on the penalty
w.r.t. short collection of upfront margins
(Initial Margin! Peak Margin) to client
(where not permissible).
• Member has not correctly reported day-
wise balance (as per the bank statement).
• Observations in past by MCX inspection
conducted are repeated.
• Observations of past internal audit report
are repeated.
• It is observed that observation in past by
MCX inspection conducted are repeated.
• It is observed that member has not taken
corrective steps to rectify the deficiencies
observed in the internal audit report.
|
Order awaited from MCX.
|
|
Sr.
No.
|
Action taken by
|
Details of violation
|
Details of action taken e.g. fines,
warning letter, debarment etc.
|
|
12.
|
NSE has
conducting
Offsite inspection
(CMFOCDS) for
the period of
April 2023 to
December 2023.
|
It was observed that, Trading member has
not correctly reported the data towards the
weekly monitoring of client funds.
It was observed that, Trading member has
sent retention statement, however there
were material discrepancies observed.
It was observed that, Trading member has
made pay-out of funds to clients in excess of
their balances.
It was observed that Trading member has
delayed in sending an intimation including
the details about the transfer of funds to
clients by SMS at the time of running account
settlement of funds.
It was observed that, Trading member has
not returned funds to clients, who have credit
balance and not done any transaction in the
30 calendar days since the last transaction,
within 3 working days.
It was observed that, Trading member has
not correctly reported margin/ MTM loss
collection from its clients to the Exchange.
It was observed that, Trading Member is not
maintaining the payout request received
from the clients for part payment of credit
balance clients.
It was observed that, the trading member
has not maintained appropriate relationship
for the email and mobile mapped against
client.
It is deemed that Contract note are not
delivered to clients within 24 hours as
multiple clients are mapped to single email
ID. It was observed that,
Trading member has engaged as a principal
in a business other than that of securities
involving personal financial liability.
It was observed that, Trading member has
not maintained proper client ledgers.
It was observed that, Trading member has
not issued statement of accounts to clients.
It was observed that, Trading member
has incorrectly reported cash and Cash
Equivalent.
|
final order awaited from NSE.
|
|
Sr.
No.
|
Action taken by
|
Details of violation
|
Details of action taken e.g. fines,
warning letter, debarment etc.
|
| |
|
It was observed that, Trading member has
not correctly reported the data towards
"Segregation and Monitoring of Collateral
at Client Level" to their respective Clearing
Member.
It was observed that, adequate margin has
not been collected by the Member in the
form of cash, cash equivalent or Group
I equity shares, with appropriate hair cut.
It was observed that Trading Member has not
complied with the requirement of uploading
the KYC information with the SEBI registered
KRAs for all new clients within 10 days from
the date of registration.
It was observed that running account
authorization taken by trading member from
client(s) is signed by client only and does not
contain a clause which explicitly allows a
client to revoke the said authorization at any
time.
It was observed that Member has not
complied with respect to SEBI circular on
Execution of 'Demat Debit and Pledge
Instruction' for transfer of securities towards
deliveries / settlement obligation and
pledging/ repledging of securities.
It was observed that Member has not
maintained client registration
documents containing all the prescribed
mandatory documents and all fields properly
filled up.
It is observed that member has not submitted
corporate governance related data.
|
|
|
13.
|
BSE has
conducting onsite
LPI inspection
of our AP Mitra
Solanki and
sending LOA
letter L/ DOBS/
JB-275/ IR/2023-
2024/3334 Dated
19/03/2024
|
The following information/ documents not
displayed by the Authorization person:
a. Notice Board
b. SEBI Registration Certificate and
c. Information about the grievance
redressal mechanism is not displayed at
the terminal location.
d. Client visit register is not maintained.
e. Compliant register is not maintained.
|
warning to take corrective steps was
issued by BSE.
|
|
Sr.
No.
|
Action taken by
|
Details of violation
|
Details of action taken e.g. fines,
warning letter, debarment etc.
|
|
14.
|
Consumer court
has issued a
notice on behalf
of client Arun
Vora to attend
the court on
10/05/2024
|
Dispute matter related to mode of dispatch
of contract note.
|
None
|
|
15.
|
NSE Vide letter
number NSE/
INSP-ENF/CM/
OFFSITE/24-25/
ACT/09017/2024-
47796 dated
13/03/2025
|
Member has not reported the opening of
their DP accounts to the Exchange within one
week of the opening.
|
EXCHANGE has levied penalty of ' 5,000/-
|
|
16.
|
NSE Vide Letter
Number NSE/
INSP/IAR/
ACT/09017 Dated
27/02/2025
|
Internal audit report for the period APR-24
To SEP-24
|
EXCHANGE has levied penalty of '
49,770/- in account of DMS not sending
to the respective clients and sufficient
margin not kept under the MTF.
|
|
17.
|
NSE Vide letter
number NSE/
INSP-ENF/CM/
OFFSITE/24-25/
ACT/09017/2024-
44873 Dated
20/02/2025
|
Inventure Growth has not maintained RMS
(CUSPA) policy
|
EXCHANGE has levied penalty of ' 2,000/-
|
|
18.
|
NSE Vide Letter
Number NSE/
INSP-ENF/
CMFOCDS/
REG/21-22/
ACT/09017/2021-
8295 Dated
11/12/2024
|
Regular Inspection in CM, F&O and CD
Segments conducted during January 2022
|
EXCHANGE has levied penalty of
' 20,48,600/- in account of Non
reconciliation of securities, Non
settlement of clients funds, incorrect
margin reporting, sufficient margin not
collected in MTF etc., but we have applied
for review.
|
|
19.
|
NSE Vide letter
number NSE/
INSP/IAR/
ACT/09017 dated
21/10/2024
|
Internal audit report for the period OCT-23
To MAR-24
|
EXCHANGE has levied penalty of '
47,500/- in account of Daily margin
statement, CKYCR not done.
|
|
20.
|
NSE Vide letter
number NSE/
INSP/IAR/
ACT/09017 dated
13/06/2024
|
Internal audit report for the period APR-23
To SEP-23
|
EXCHANGE has levied penalty of ' 84,000/-
in account of Non settlement of clients, 30
days inactive Clients settlement, CKYCR
not done.
|
|
21.
|
NSE Vide letter
number NSE/
INSP/IAR/
ACT/09017 dated
03/06/2024
|
Internal audit report for the period OCT-22
To MAR-23
|
EXCHANGE has levied penalty of '
75,000/- in account of Non settlement of
clients
|
|
Sr.
No.
|
Action taken by
|
Details of violation
|
Details of action taken e.g. fines,
warning letter, debarment etc.
|
|
22.
|
BSE Vide letter
number L/
INSP/HB-275/
IAR/2024-
2025/615 dated
30/09/2024
|
Internal audit report for the period OCT-23
To MAR-24
|
EXCHANGE has levied penalty of '
45,000/- in account of Non settlement of
clients
|
|
23.
|
BSE Vide letter
number L/ DOBS/
JB-275/ IR/2023-
2024/623 dated
14/08/2024
|
Final letter pertaining to inspection
conducted by the exchange for FY 2023- 24
|
Exchange has levied penalty of ' 7000/-,
which is collected by exchange through
our general account.
|
|
24.
|
MCX Vide
letter number
MCX/INSP/25-
26/0458 dated
17/06/2025
|
Non-Compliance /Violation reported in the
Internal Audit Report for Half Year period
ended Apr 01,2024 to September 2024
|
Exchange has levied penalty of ' 37,500/¬
, which is collected by exchange through
our general account.
|
TRANSFER TO RESERVE
During the year 2024-2025 The Board of Directors have decided to retain the entire amount of profit.
DIVIDEND
Your company has not proposed any dividend for the Financial Year 2024-2025.
BOARD OF DIRECTORS, COMMITTEES AND KEY MANAGERIAL PERSONNEL
Composition of Board
The composition of the Board of your Company is in accordance with the provisions of Section 149 of the Companies
Act, 2013 and Regulation 17 of the Listing Regulations, with an optimum combination of Executive, Non-Executive
and Independent Directors.
The Board of the Company has 6 (Six) Directors comprising of 1 (One) Executive Chairman and Managing Director, 2
(Two) Whole-time Directors and 3 (Three) Independent Directors. The complete list of Directors of your Company has
been provided in the Report on Corporate Governance forming part of the Annual Report.
The Directors on the Board of your Company are persons with proven competency, integrity, experience, leadership
qualities, financial and strategic insight. They have a strong commitment to the Company and devote sufficient time
to the Meetings.
Director liable to retire by rotation
Section 152 of the Act provides that unless the Articles of Association provide for the retirement of all directors at
every AGM, not less than two-third of the total number of directors of a public company (excluding the Independent
Directors) shall be persons whose period of office is liable to determination by retirement of directors by rotation.
Accordingly, Mrs. Lasha Meet Rita (DIN: 08104505) will retire by rotation at the ensuing AGM and being eligible, have
offered herself for re-appointment. The brief profile of Mrs. Lasha Meet Rita is included in the notice of the AGM of
the Company.
Meetings of the Board
During the year under review, the Board met 8 (Eight) times to discuss and approve various matters including
financials, Right Issue and other businesses. For further details, please refer to the Report on Corporate Governance
forming part of the Annual Report. The maximum interval between any two meetings did not exceed 120 (One
Hundred and Twenty) days, as prescribed in the Companies Act, 2013 and the Listing Regulations.
Committees of Board
The Board has set up various Committees in compliance with the requirements of the business & relevant provisions
of applicable laws and layered down well documented terms of references of all the Committees. Details with respect
to the Composition, terms of reference and number of meetings held, etc. are included in the Report on Corporate
Governance forming part of the Annual Report.
During the year under review, all the recommendations/submissions made by the Audit Committee and other
Committees of the Board were accepted by the Board.
Separate Meeting of Independent Directors
As stipulated in the Code of Conduct for Independent Directors under the Companies Act, 2013 and the Listing
Regulations, a separate Meeting of the Independent Directors of the Company was held on February 06, 2025 to
review the performance of Non-Independent Directors (including the Chairman) and the Board as a whole. The
Independent Directors also assessed the quality, quantity and timeliness of flow of information between the Company
Management and the Board, which is necessary to effectively and reasonably perform and discharge their duties.
Declaration by Independent Directors
All the Independent Directors of your Company have submitted their declaration of independence, as required,
pursuant to the provisions of Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the Listing
Regulations, stating that they meet the criteria of independence, as provided in Section 149(6) of the Companies
Act, 2013 and Regulation 16(1)(b) of the Listing Regulations and are not disqualified from continuing as Independent
Directors of your Company. Further, veracity of the above declarations has been assessed by the Board, in accordance
with Regulation 25(9) of the Listing Regulations. The Board is of the opinion that the Independent Directors of the
Company hold highest standards of integrity and possess requisite qualifications, expertise & experience (including
the proficiency) and competency in the business & industry knowledge, financial expertise, digital & information
technology, corporate governance, legal and compliance, marketing & sales, risk management, leadership & human
resource development and general management as required to fulfill their duties as Independent Directors.
Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014, all the Independent Directors have confirmed that they have registered
themselves with databank maintained by the Indian Institute of Corporate Affairs ("IICA"). These declarations/
confirmations have been placed before the Board. The Independent Directors are also required to undertake online
proficiency self-assessment test conducted by the IICA within a period of 2 (Two) years from the date of inclusion of
their names in the data bank, unless they meet the criteria specified for exemption. Accordingly, Mr. Surji Chheda and
Mr. Pathik Shah are exempt to pass the online proficiency self-assessment test pursuant to the proviso of Rule 6(4)
of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Mr. Rekhchand Thanvi has cleared
the exam on 30th July, 2024.
Key Managerial Personnel.
As on 31st March, 2025, following are the Key Managerial Personnel of your Company.
• Mr. Kanji B. Rita -Chairman and Managing Director
• Mr. Kamlesh S. Limbachiya - Wholetime Director
• Mrs. Lasha M. Rita - Director
• Ms. Shikha A. Mishra - Company Secretary and Compliance Officer
• Mr. Arvind J. Gala - Chief Financial Officer
Familiarization Programmes
Your Company has formulated a policy on 'familiarization programme for independent directors'. Accordingly, upon
appointment of an Independent Director, the appointee is given a formal Letter of Appointment, which inter alia,
explains the role, function, duties and responsibilities expected as a Director of the Company.
Further, the Company also familiarize the Independent Directors with the Company, their roles, responsibilities in the
Company, nature of industry in which the Company operates, business model of the Company, various businesses in
the group etc. The Director is also explained in detail the compliance required from him under the Act and the Listing
Regulations. Further, on an ongoing basis as a part of Agenda of Board / Committee Meetings. Meetings are done
on regular basis to inform the Independent Directors on various matters inter-alia covering the business strategies,
management structure, management development, quarterly and annual results, review of Internal Audit, risk
management framework, operations of subsidiaries.
COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
Section 178 of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of the Listing Regulations,
as amended from time to time, requires the Nomination and Remuneration Committee ("NRC") to formulate a Policy
relating to the remuneration for the Directors, Key Managerial Personnel ("KMP"), Senior Management and other
employees of the Company and recommend the same for approval of the Board.
Appointment Criteria and Qualifications:
1. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person
for appointment as Director, KMP or Senior Management and recommend to the Board his / her appointment.
2. A person should possess adequate qualification, expertise and experience for the position he / she is considered
for appointment. The Committee has discretion to decide whether qualification, expertise and experience
possessed by a person are sufficient/ satisfactory for the concerned position.
3. The Company shall not appoint or continue the employment of any person as Managing Director/Whole-time
Director/Manager who has attained the age of seventy years.
Provided that the term of the person holding this position may be extended beyond the age of seventy years with the
approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice
for such motion indicating the justification for extension of appointment beyond seventy years.
The Company's Policy relating to Policy for Remuneration of the Directors, Key Managerial Personnel and Other
Employees Annexure- B and is attached to this report.
Evaluation of Boards Performance:
Nomination and Remuneration Committee evaluated the performance of Board as a Whole and Independent Director.
In their separate meeting evaluates the performance of Individual directors and chairman of the company. The criteria of
performance evaluation are a ranking system i.e. by allocating ranking from 1 - 5 based on the skills such as participation
in the meeting, contribution at the meeting, knowledge and skills, discharging own role, functions and duties and personal
attributes. Evaluation of Performance of the Board, its committees, every Director and Chairperson, for the financial year
2024-2025 has been conducted at the NRC Meeting and Independent director meeting.
DIRECTORS, RESPONSIBILITY STATEMENT
To the best of their knowledge and belief, your Directors make the following statements in terms of Section 134(3)
(c) of the Companies Act, 2013:
a) That in the preparation of the annual financial statements for the year ended 31st March 2025, the applicable
Indian Accounting Standards have been followed along with proper explanation relating to material departures,
if any;
b) that accounting policies have been selected and applied consistently and judgment and estimates have been
made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as
at 31st March 2025 and of the profit of the Company for the year ended on that date;
c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;
d) That the annual financial statement has been prepared on a going concern basis;
e) That internal financial control has been laid down to be followed by the Company and the internal financial
control are adequate and are operating effectively;
f) That systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and
operating effectively.
AUDITORS AND AUDITORS, REPORT
A. STATUTORY AUDITORS
The Members at the 29th Annual General meeting held on 30th September, 2024 have appointed M/s. CGCA &
Associate, Chartered Accountants (FRN: 123393W/W100755, LLPIN: AAX-4139), for a period of 5 years with
effect from 29th Annual General Meeting held in the year 2024 till the conclusion of the 34th Annual General
Meeting of the Company to be held in year 2029. They have confirmed their eligibility and qualification required
under Section 139 and 141 and other applicable provisions of the Companies Act, 2013 and the Companies
(Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re enactment(s) thereof for the time
being in force, for their continuation as statutory auditors. In terms of the Listing Regulations, the Auditors have
confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.
The Auditors have confirmed that they are not disqualified to continue as Auditors and are eligible to hold office
as Auditors of the Company.
The Audit Committee reviews the independence and objectivity of the Auditors and the effectiveness of the Audit
process.
Reporting of Fraud
During the year under review statutory auditor of the Company have not reported fraud under Sub- section (12) of
Section 143 other than those which are reportable to the Central Government.
Statutory Auditors' Report
The Statutory Auditors' Report issued by M/s. CGCA & Associate, Chartered Accountants (FRN: 123393W/W100755,
LLPIN: AAX-4139), for the year under review does not contain any qualification, reservations, adverse remarks or
disclaimer.
B. INTERNAL AUDITORS
Your Company continues to engage M/s. SHAH & RAMAIYA Chartered Accountants as its Internal Auditor. During
the year, the Company continued to implement their suggestions and recommendations to improve the control
environment. Their scope of work includes review of processes for safeguarding the assets of the Company,
review of operational efficiency, effectiveness of systems and processes, and assessing the internal control
strengths in all areas. Internal Auditors findings are discussed in the Board Meeting and suitable corrective
actions taken as per the directions of Audit Committee on ongoing basis to improve efficiency in operations.
C. SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed D. M. Zaveri& Co., a firm of
Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial
Audit Report is annexed herewith as Annexure-C (1).
Secretarial Auditors Report:
During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations,
Guidelines, Standards, etc.
Secretarial Audit of Material Subsidiaries
In terms of Regulation 24A of the Listing Regulations, the Secretarial Audit Report of material subsidiaries i.e.
Inventure Finance Private Limited received from their respective Secretarial Auditors for the is annexed herewith
as Annexure-C (2).
MAINTAINANCE OF COST RECORDS
The Company is not required to maintain cost records as specified by Central Government under sub-section (1) of
Section 148 of the Companies Act, 2013.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has zero tolerance on sexual harassment at workplace. The Company has formulated a Policy on
Prevention of Sexual Harassment at Workplace and has also constituted an Internal Complaints Committee ("ICC") as
stipulated by the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and
the Rules made thereunder. Appropriate reporting mechanisms are in place for ensuring protection against Sexual
Harassment and the right to work with dignity.
Company has taken SHe-Box portal registration managed by Ministry of Women & Child Development. During the
year under review, ICC had not received any complaint relating to sexual harassment.
The Composition of Internal Complaints Committees is as follows:
|
Sr. No.
|
Name of the Committee Member
|
Post of Committee Member
|
|
1.
|
Lasha Rita
|
Presiding Officer
|
|
2.
|
Jinisha Rita
|
Member
|
|
3.
|
Shivali Dhakan
|
Member
|
|
4.
|
Anand Shah
|
Member
|
|
5.
|
Forum Gada
|
External Member
|
ANNUAL RETURN
Pursuant to section 134(3)(a) and Section 92(3) of Companies Act, 2013 read with relevant Rules framed thereunder,
the Annual Return of the Company in E-form MGT -7 is available on the website of the Company at https://www.
inventuregrowth.com/investorrelation?categoryId=6&subcategoryId=18.
LOANS, GUARANTEE AND INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT, 2013
Details of loans, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013 read
with the Companies (Meetings of Board and its Powers) Rules, 2014, as on 31st March, 2025, are set out in Note no.
38 to the Standalone Financial Statements forming part of this report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Arrangements or Contracts entered by your Company during the financial year with related parties were on an arm's
length basis and in the ordinary course of business. All related party transactions are placed for approval before the
Audit Committee and also before the Board wherever necessary in compliance with the provisions of the Act and
Listing Regulations. During the year under review Company has not entered any contracts or arrangements with
related party except your company had entered into agreement on 26th November, 2024 to purchase a property from
K. R. Shoppers Private Limited and Kothari Builders Private Limited.
Your Company has taken prior approval from shareholder for purchase of property from K. R. Shoppers on 25th
September, 2023 and from Kothari Builders Private Limited on 30th September, 2024.
Details of the related party transactions during the year as required under Listing Regulations and Indian accounting
standards are given in note 37 to the standalone financial statements. The policy on dealing with the Related Party
Transactions Including determining material subsidiaries is available on the Company's website or link: https://www.
inventuregrowth.com/investorrelation?categoryId=2.
VIGIL MECHANISM
Your Company has a whistleblower policy laying down a vigil mechanism to deal with instances of unethical behavior,
fraud or mismanagement. The said policy has been explained in the corporate governance report and also displayed
on the Company's website or Link: https://www.inventuregrowth.com/investorrelation?categoryId=2.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY
INITIATIVES
Pursuant to Section 135 of the Companies Act, 2013 and the relevant rules, the Board has constituted Corporate
Social Responsibility (CSR) Committee under the Chairmanship of Mr. Surji D. Chheda, Independent Director. The
other members of the Committee are Mr. Kanji B. Rita and Mr. Kamlesh S. Limbachiya. The Board of Directors,
based on the recommendations of the Committee, formulated a CSR Policy. The detailed CSR Policy is available on
web link https://www.inventuregrowth.com/investorrelation?categoryId=2 Annual report on CSR as required under
Companies (Corporate Social Responsibility Policy) Rules 2014. The Company confirms that the implementation and
monitoring of the CSR Policy is in compliance with the CSR objectives and Policy of the Company. Implementation by
the company on its corporate social responsibility initiatives are Annexure D in this Report.
LISTING OF SECURITIES
The Equity Shares of the Company are presently listed on BSE Limited and National Stock Exchange of India Limited.
The Annual Listing Fee for the year 2025-2026 has been duly paid to the Stock Exchange.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO
The particulars required by the Section 134(3)(m) of the Companies Act, 2013 ("the Act") read with Rule 8 (3) of
the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption have not
furnished considering the nature of activities undertaken by the Company during the year.
Foreign Exchange Earnings and Outgo
Your Company has no foreign exchange earnings and outgo.
Leveraging Digital Technology
Innovative ideas and technology is introduced continuously to provide great user experience to our customers, business
associates and employees. In association with the IT Team, the Company with active support from management has been
investing time and effort in information technology solutions to demonstrate technological leadership.
RISK MANAGEMENT POLICY.
The Company has laid down a well-defined risk management mechanism covering the risk mapping and analysis,
risk exposure, potential impact and risk mitigation measures. Exercise is being carried out to identify, evaluate,
manage and monitor the principal risks that can impact the Company's ability to achieve its strategic and financial
objectives. Whenever necessary, the Board reviews the risks and suggests steps to be taken to control and mitigate
the same through appropriate framework. Details on the risk elements which the Company is exposed to are covered
in the Management Discussion and Analysis which forms part of this Annual Report. The Company has framed a Risk
Management Policy to identify and assess the key risk areas monitor and report compliance and effectiveness of the
policy and procedure.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Relations with employees across all the offices and units continued to be cordial. HR policies of the Company are
focused on developing the potential of each employee. With this premise, a comprehensive set of HR policies are
in place, aimed at attracting, retaining and motivating employees at all levels. Your Company had 113 permanent
employees as on 31st March 2025.
The statement containing particulars of employees as required under Section197 (12) of the Companies Act, 2013
read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is annexed herewith as Annexure F and forms part of this Report. The Company has not paid any remuneration
to its Non-Executive Directors, except sitting fees for attending the meetings of the Board and Committee thereof
during the FY 2024-2025. The details of the same are provided in the corporate governance Report forms part of the
Annual Report.
DEPOSITS (UNDER CHAPTER V)
During the year, your Company has not accepted and/or renewed any public deposits in terms of the provisions of Sections
73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 as amended.
INTERNAL FINANCIAL CONTROL SYSTEMS AND ADEQUACY
The Board has adopted policies and procedures for governance of orderly and efficient conduct of its business, including
adherence to the Company's policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy
and completeness of the accounting records and timely preparation of reliable financial disclosures. The Company's
internal control systems commensurate with the nature of its business, the size and complexity of its operations. The Audit
Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and
suggests improvements to strengthen the same. The Audit Committee of the Board of Directors, Statutory Auditors and
the Senior Management are periodically apprised of the internal audit findings and corrective actions taken. Audit provides
a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by
the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the
Internal Audit function reports to the Chairman of the Audit Committee.
CODE OF CONDUCT
Pursuant to Regulation 26(3) of the Listing Regulations, all the Directors & Senior Management of the Company have
affirmed compliance with the Code of Conduct of the Company.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, issued by the Institute of Company
Secretaries of India, relating to 'Meetings of the Board of Directors' and 'General Meetings' respectively.
PREVENTION OF INSIDER TRADING
The Board of Directors has adopted the Insider Trading Policy in accordance with requirements of SEBI (Prohibition of
Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures
to be followed and disclosures to be made while dealing with shares of the Company, as well as the consequences
of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to
maintain the highest ethical standards of dealing in Company Securities.
The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished
price sensitive information and code of conduct for the prevention of insider trading is available on the Company's
website www.inventuregrowth.com.
OTHER DISCLOSURES
1. There are no proceedings, either filed by the Company or filed against the Company, pending under the Insolvency
and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other courts during the FY
2024-25.
2. There was no instance of one-time settlement with any Bank or Financial Institution.
APPRECIATION AND ACKNOWLEDGEMENT
Your Directors would like to take this opportunity to express sincere gratitude to the customers, bankers and other
business associates for the continued cooperation and patronage. Your Directors gratefully acknowledge the ongoing
co-operation and support provided by the Government, Regulatory Bodies and the Stock Exchanges. Your Directors
place on record their deep appreciation for the exemplary contribution made by the employees at all levels to the
growth and profitability of your Company's business. The Directors also wish to express their gratitude to the valued
shareholders for their unwavering trust and support.
For Inventure Growth & Securities Limited
Sd/- Sd/-
Mr. Kanji B. Rita Mr. Kamlesh S. Limbachiya
(Chairman & Managing Director) (Wholetime Director)
(DIN: 00727470) (dIN: 02774663)
Date: 05.08.2025
Place: Mumbai
|