Your directors present the 40^th Annual Report of your Company on the business and operations of the Company and the accounts of the financial year ended 2023-2024.

1. Financial Summary: (In Rupees lakhs)

2. Reserves and Dividend:

During the year, no amount has been transferred to reserves since the Company has incurred losses. The Directors have not recommended any dividend for the year, due to loss in the year.

3. Transfer of unpaid or unclaimed amount to Investor Education and Protection Fund (IEPF)

Pursuant to provisions of the Companies Act, 2013, the declared dividends, which remained unpaid or unclaimed for a period of seven years, shall be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government.

Pursuant to Section 124(6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more, shall be transferred by the Company to the IEPF.

There is no Unpaid or unclaimed amount of divided to be transferred to Investor Education and Protection Fund.

4. Performance of the Company/State of affairs:

All manufacturing process except wind mills remained closed from 29^th September 2018. During the year Company has also disposed of its windmill and stopped operations in that segment. Hence, adverse profitability. However, the Company has now gradually progressed into business activity of purchase and sale of goods and services and steady generation of income is in the pipeline.

5. Share Capital:

The paid-up Equity Share Capital as on March 31, 2024 stood at Rs. 2,612.12 Lakhs. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options nor sweat equity.

6. Deposits:

Your Company has not accepted any deposits under Chapter V of the Companies Act, 2013 during the year.

7. Listing with stock exchanges:

The Company continues to be listed on BSE Limited, Mumbai. There are no arrears on account of payment of listing fees to the Stock Exchanges.

8. Directors and Key Managerial Personnel:

As on 31^st March,2024, the Board consisted of five directors of whom three are independent directors and two Executive Directors of whom one is Chairman.

During the year, Ms. Varsha Kulkarni (DIN: 09399759) resigned with effect from 30^th November 2023 and Mr. H K Nagendra (DIN: 10438665), was appointed as Independent Directors by the Board with effect from 30^th December 2023. The appointment was ratified at the Extra-ordinary general meeting of the company held on 1^st March 2024.

The tenure of Mr. S V JAIN (00590275), who has served as an Independent Director on our Board, is set to expire on 27th September 2024. We extend our gratitude to Mr. S V Jain for his valuable contributions and dedication during his tenure.

In light of this, the Board has proposed the appointment of Mr. M D Dhanush as a new Director of the Company. This appointment will be put forward for approval at the forthcoming Annual General Meeting (AGM).

In terms of provisions of the Companies Act, 2013, Mr. Chand Datwani, Director of the company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

9. Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence and that there has been no change in the circumstances which may affect their status as independent directors during the year as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, the names of the Independent Directors of the Company have been included in the Data bank maintained by the Indian Institute of Corporate Affairs of Independent Directors as per the provisions of the Companies Act, 2013 and the rules made thereunder.

10. Meetings of the Board

During the financial year, 7 Board meetings were held on 12.04.2023, 12.04.2023, 30.05.2023, 14.08.2023, 14.11.2023, 30.12.2023 and 14.02.2024. The other details including attendance are provided in the Corporate Governance Report. The maximum interval between any two meetings did not exceed 120 days as prescribed under the Companies Act, 2013.

11. Committees of the Board

Your Company has the following committees which have been established as a part of the Corporate Governance practices and are in compliance with the requirements of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015.

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

The details with respect to the compositions, roles, number of meetings held during the year is detailed in the Corporate Governance report of the Company, which forms a part of this Board’s Report.

12. Board Evaluation:

The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board.

During the year 2023-24, Independent Directors met, discussed and reviewed the below:

• Performance of Non -Independent Directors

• Performance of the Chairman

• Performance of the Board Committees

• Overall performance of the Company.

The Nomination and Remuneration Committee is responsible for the formulation of criteria for evaluation.

13. Familiarization program for the Board Members

Your Company has in place a structured induction and familiarization program for all its directors including Independent Directors and new appointee(s) to the Board. Through such programs, the Directors are briefed on the background of your Company, their roles, rights, responsibilities, nature of the industry in which it operates, business model operations, ongoing events etc.

The Board members are provided with the necessary documents, brochures, reports, and internal policies to enable them to familiarize with the Company’s procedure and practice.

Periodic presentations are made at the Board Meetings, Board Committee Meetings and Independent Directors Meetings on business and overall performance updates of the Company, business strategy and risk involved.

The details of programs for Familiarization for Independent Directors are posted on the website of the Company and can be accessed at below weblink:

https://drive.google.com/file/d/1IFT0gsA1rfBo3m0RMyPhpkHJ8pC0-CFi/view

14. Directors' responsibility statement:

Your directors state that:

a) In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

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 as at March 31, 2024 and of the LOSS of the Company for the year ended on that date.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting 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 are operating effectively.

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

15. Internal Financial Controls

The Company has closed the business operations and Wind Mill operations are under the control of Maharashtra Electricity Board. There are adequate internal financial controls with respect to financial statements.

16. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/Outflow:

The relevant data pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo are given in the Annexure ‘A’ forming part of this report as NA since entire factory operations got closed from 29th Sept 2018.

17. Particulars of Remuneration of directors and certain specified employees:

In terms of 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, details are provided in the Annexure ‘B’, which is self-explanatory

18. Annual Return 2023-24

The copy of Annual Return for the financial year ending March 31, 2024 is available on the website www.venlonenterprises.com

19. The Nomination and Remuneration Policy:

The Nomination and Remuneration Policy of the Company has been formulated in accordance with the Act and Listing Regulations. The Policy is designed to guide the Board in relation to appointment and removal of directors, Key Managerial Personnel and Senior Management and recommend to the Board on remuneration payable to them. Policy enables the Company to retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage. The current policy is available on Company’s website at https://drive.google.com/file/d/1IFT0gsA1rfBo3m0RMyPhpkHJ8pC0-CFi/view

The Managing Director, Whole time Director and CFO are promoters. For the position of other non-executive independent directors, experienced and reputed persons are selected from the Independent Directors’ Data Bank.

The non-executive director namely Shri S.V. Jain has waived his sitting fee.

20. Particulars of Loans, Guarantees or Investment under Section 186 of the Companies Act, 2013

NIL

21. Particulars of contracts or arrangements with Related Parties (RPT)

The related party transactions that were entered into during the financial year were in the ordinary course of business and on an arm’s length basis.

All related party transactions are placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions, which are foreseen and of repetitive nature.

In accordance with the requirements of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has formulated a Policy on Related Party Transactions which is also available on the website of the company

https://drive.google.com/file/d/1IFT0gsA1rfBo3m0RMyPhpkHJ8pC0-CFi/view

The particulars on RPTs in Form AOC - 2 is annexed to the Report as Annexure - C

22. Auditors & Auditors’ Report A. Statutory auditor

M/s. Laxminiwas and Co., Chartered Accountants, Mysore (Firm reg.no.: 011168S) are the Statutory Auditor of the company

The Auditors’ Report does not contain any qualification, reservation or adverse remarks. Further, no frauds have been reported by the Auditors in their reports.

B. Secretarial Auditor

Pursuant to the provisions of the Section 204 of the Companies Act, 2013 and the rules made there under and based on the recommendations of the Audit Committee, CS R C Venkatesh Rao, Practicing Company Secretary has been appointed to conduct Secretarial Audit of the Company’s secretarial and other related records for the financial year 2023-24.

The Secretarial Audit Report for the financial year ended March 31, 2024 in Form MR-3 is appended to this report under Annexure - D

A Certificate from CS R C Venkatesh Rao., Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Regulation 34(3) Schedule V(E) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to the Board report under Annexure- E

23. Risk Management Policy

It is not mandatory to have a Risk Management Committee. Also, since the operations are closed, there is no such system in place.

24. Corporate Social Responsibility (CSR):

The Company does not fall under the threshold limit for mandatory CSR activities.

25. Vigil Mechanism

The Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

26. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your directors further state that during the year under review, there were no cases filed under the Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. As there are no employees crossing threshold limit no Internal Committee under this Act is informed.

27. Significant or Material Orders

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

28. Material Changes and Commitments, if any, affecting the Financial Position of the Company

There were no adverse material changes or commitments occurred after March 31, 2024 which may affect the financial position of the Company or may require disclosure.

29. Subsidiaries, Joint Ventures and Associates

Your Company does not have any subsidiary, joint venture or associates.

30. Change in the nature of business

There is no change in the nature of business of your Company.

31. Secretarial Standards:

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

32. Maintenance of Cost records

The maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained.

33. Corporate Governance

Corporate Governance is about maximizing the value and to ensure fairness to all its shareholders. Your Company ensures that performance is driven by integrity.

The Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 have strengthened the governance regime in the country and your Company is in compliance with the governance requirements provided under the law both in letter and spirit.

Your Company has in place all the statutory committees required under the law. Details of the Board Committees along with their terms of reference, composition and meeting of the Board and its Committees held during the year are provided in the Corporate Governance Report which is presented in a separate section forming part of the Annual Report.

A Certificate from CS R C Venkatesh Rao., Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Regulation 34(3) Schedule V (E) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to the Board report under Annexure- E

34. Management Discussion and Analysis Report:

Pursuant to Regulation 34(2)(e) of SEBI (LODR) Regulation ,2015 Management Discussion and Analysis Report is presented in a separate section forming a part of annual report.

35. Other Disclosures:

Your company has not made any application, nor any proceeding is pending against the company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

As the Company has not made any one-time settlement with any banks or financial institution during the year under review, Rule (8) sub-rule (4) clause (xii) of Companies (Accounts) Rules,2014 is not applicable.

ACKNOWLEDGEMENTS: Your Directors wish to place on record the valued support and cooperation of Shareholders.

For and on behalf of the Board of Directors,

Place : Mysuru

Date :16.08.2024 Sd/-

(C.D. Datwani)

Chairman