డైరెక్టర్ల నివేదిక Fruition Venture Ltd.

Mar 31, 2025

Your directors have pleasure in presenting the 31^st Annual Report of your Company together with the Audited Financial Statements for the financial year ended 31^st March, 2025.

1. FINANCIAL RESULTS

The Company’s financial performance for the year under review along with previous Year’s fierures are given hereunder:

(Amount in lakhs)
Particulars	Financial Year	Financial Year
	ended	ended
	31st March, 2025	31st March, 2024
Net Sales /Income from Business Operations	362.82	16.08
Other Income	1.04	13.83
Total Revenue	363.86	29.90
Less:-Expense	378.79	52.89
Profit before Tax	-14.93	-22.99
Net Profit after Tax	-21.92	-35.83
Other Comprehensive Income	-11.96	6.01
Net Profit for the year	-33.88	-29.82
Amount transferred to General Reserve	-	-
Balance carried to Balance Sheet	-33.88	-29.82

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

• Company performance-

During the year ended 31st March, 2025 under review the total revenue of the Company was Rs. 363.86 Lakh as against Rs. 29.90 Lakh for year ended 31^st March, 2024. The Company having a net loss of Rs. 33.88 Lakh for the year ended 31st March, 2025 against a loss of Rs. 29.82 Lakh for year ended 31st March, 2024.

• State of company affairs-

The Company is engaged in the business of trading and manufacturing of commodities. The company is having its manufacturing unit consisting of injection moulding machines for manufacturing of plastic products. The company is in the process of setting up a manufacturing facility at Khushkhera Industrial Area, Bhiwadi, Rajasthan. Detailed information on the operations of the Company and details on the state of affairs of the Company are covered in the Management Discussion and Analysis Report attached to this report.

Your Management is putting in their best efforts to improve the performance of the Company. The Company is performing well and therefore future prospects looks

bright and, in the years, to come, the Company will strive to achieve the projected profitability and increase its scale of operation.

• Material changes and commitment if any affecting the financial position of the company occurred between the end of the financial year to which these financial statements relate and the date of the report

There has been no material changes and commitments which affects the financial position of the Company occurred between the end of the financial year of the Company and date of this report.

3. SEGMENT PERFORMANCE

The company''s operations are integrated, and therefore, it does not present separate reportable segments.

4. DIVIDEND

In light of the current economic conditions and the company''s cash requirements, the Board of Directors has chosen not to recommend a dividend for the financial year ending March 31, 2025.

5. RESERVES

During the year, the Board has not transferred any amount to the Reserves of the Company.

6. CHANGE IN NATURE OF BUSINESS, IF ANY

During the financial year under review, there were no change(s) in the nature of the business carried out by the Company. The Company carried out the same business mentioned in the memorandum of association of the Company.

7. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES, THEIR HIGHLIGHTS OF PERFORMANCE AND THEIR CONTRIBUTION TO OVERALL PERFORMANCE OF THE COMPANY

The Company has no subsidiaries and no associate companies within the meaning of Section 2(87) and 2(6) respectively of the Companies Act, 2013 (“Act”) as on March 31, 2025. The Company has not entered into any joint venture during the year.

8. SHARE CAPITAL AND LISTING

The Authorized Share Capital of the company was RS. 10,00,00,000 (RS. Ten Crores Only) and Paid-up Capital was RS. 4,00,00,000 (Rs. Four Crores Only) as on 31^st March, 2025, which is fully listed over Bombay Stock Exchange (BSE).

During the period under review, the company has increased its Authorised Capital from Rs. 4,00,00,000 (Rs. Four Crore only) to Rs. 10,00,00,000 (Rs. Ten Crore only) by creation of 60,00,000 (Sixty lakhs only) Equity Shares of Rs 10 each vide resolution passed in the 30^th Annual general Meeting held on 30^th September, 2024.

9. WEB-LINK FOR ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Annual Return is available on the website of the Company at www.fruitionventure.com. By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT 9) as part of the Board’s report.

10. CONSOLIDATED FINANCIAL STATEMENTS

The requirement to present Consolidated Financial Statements is not applicable during the period under review. The company operates as a single entity, and there are no subsidiaries or associated entities that necessitate the consolidation of financial statements in accordance with the relevant accounting standards.

11. REVISION IN FINANCIAL STATEMENTS

In terms of section 131 of the Companies Act, 2013, the Financial Statements and Board’s Report are in compliance with the provisions of section 129 or section 134 of the act and that no revision has been made during any of the three preceding Financial Years.

12. DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet. However, company is having unsecured loan from Directors of the company for which proper declaration has been furnished by them as required under Rule 2(viii) of the Companies (Acceptance of Deposits) Rules, 2014 during the period under review.

13. MATERIAL CHANGES AND COMMITMENTS

No material changes have occurred subsequent to the close of the financial year of the Company to which the Balance Sheet relates and the date of the report.

14. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Company’s operations in future.

15. DIRECTORS’ RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) Company has selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c) Company has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) Company has prepared the annual accounts on a going concern basis;

e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) Company has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

16. THE COMPOSITION OF BOARD OF DIRECTORS AND KMP OF THE COMPANY AS ON MARCH 31, 2025 IS AS FOLLOWS
	Sr. No.	Name of Director	DIN/PAN	Date of Appointment	Designation
	1	Krishan Kumar Aggarwal	02452405	December 19, 2022	Director
	2	Nitin Aggarwal	01616151	May 12, 2023	Managing Director
	3	Shefali Kesarwani	10259458	September 25, 2023	Independent Director
	4	Amit Singh Tomar	10063772	September 25, 2023	Independent Director
	5	Jitender Kumar	AWBPK7952 Q	May 30, 2023	Chief Financial Officer
	6	Arihant Sukhlecha	DIRPS7998D	November 27, 2023	Company Secretary

17. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the period under review, there were no changes in the Board of Director and Key Managerial Personnel, except, Mr. Nitin Aggarwal (DIN: 01616151), who retired by rotation, have been re-appointed in the 30^th Annual General Meeting held on 30^th September, 2024.

18. NUMBER OF BOARD MEETINGS

For the financial year in review, the Board of Directors had 6 (Six) Board Meetings which were in compliance with the relevant provisions of all the applicable laws and rules. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Secretarial Standards-I. The dates of the Board Meetings were: 17^th April, 2024, 29^th May, 2024, 13^th August, 2024, 02^nd September, 2024, 14* November, 2024 and 12^th February, 2025.

Name of Director	Meeting held during tenure	Meeting attended during tenure	Attendance at the last AGM held on 30th September, 2024
Krishan Kumar Aggarwal	6	6	Yes
Nitin Aggarwal	6	6	Yes
Shefali Kesarwani	6	6	Yes
Amit Singh Tomar	6	6	Yes

19. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY

Pursuant to provisions of Section 134(3)(d) of the Companies Act, 2013, with respect to statement on declaration given by Independent Directors under Section 149(6) of the Act and under Regulation 16 and 25 of SEBI Listing Regulations, the Board hereby confirms that all the Independent Directors of the Company have given a declaration and have confirmed that they meet the criteria of Independence and there has been no change in the circumstances affecting their status as Independent Director of the Company.

The Company has also received a declaration from all the Independent Directors that they have registered their names in the Independent Director data bank and pass/ exempt requisite proficiency test conducted by Ministry of Corporate Affairs.

After undertaking a due assessment of their disclosures, in the opinion of the Board of Directors, all the Independent Directors fulfilled the requirements of the Companies Act, 2013 and the Listing Regulations and were Independent of the management of the Company.

20. DISCLOSURE OF DECLARATION FOR DISQUALIFICATIONS BY DIRECTORS

During the year declarations were received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. Board appraised the same and found that none of the director is disqualified for holding office as director.

21. SEPARATE MEETING OF INDEPENDENT DIRECTORS

As mandated by Clause VII of Schedule IV of the Companies Act, 2013, a separate meeting of Independent Directors was held on 14^th November, 2024. The Independent Directors in the said meeting has reviewed the performance of Non-Independent directors and Board as a whole including the performance of the Chairperson of the company after accounting the views of executive directors and non-executive directors and also assessed the quality, quantity and timeliness of flow of information between the management of the listed entity and the board of directors that is necessary for the board of directors to effectively and reasonably perform their duties. The Composition of Independent Directors Committee on 31^st March, 2025 was as follows:

Sr.	Name of the Members	Nature of	No. of Meetings
No.		Membership	Attended/Eligible to attend
1	Amit Singh Tomar	Chairman	1/1
2	Shefali Kesarwani	Member	1/1

22. PERFORMANCE EVALUATION & NOMINATION AND REMUNERATION POLICY

Pursuant to section 134(3)(p) of Companies Act 2013 and rule 8(4) of Companies (Accounts) Rules, 2014 and clause 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of its Committees as per the criteria laid down in the Nomination, Remuneration and Evaluation policy. The said policy available on the Company’s website i.e. www. fruition venture. com.

23. COMMITTEES OF THE BOARD • Audit Committee:

The Audit Committee reviews the audit reports submitted by Statutory Auditor, financial results, effectiveness of audit processes and the Company’s risk management strategy. It reviews the Company’s established systems and the Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013 and Regulation 18 read with part C of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Committee met 4 (Four) times during the financial year on May 29, 2024; August 13, 2024; November 14, 2024 and February 12, 2025. Composition, Name of Members and Attendance during the year is as follows:
	Sr. No.	Name of the Members	Nature of Membership	No. of Meetings Attended/Eligible to attend
	1	Amit Singh Tomar	Chairman	4/4
	2	Shefali Kesarwani	Member	4/4
	3	Nitin Aggarwal	Member	4/4
• Nomination and Remuneration Committee				o become Directors of it in accordance with [icy, relating to the other employees. nvisages payment of formance at different lading those rendering uitable remunerated on: August 13, 2024, ear is as follows:
This Committee shall identify the persons, who are qualified t the Company / who may be appointed in Senior Managemer the criteria laid down, recommend to the Board a po remuneration of the Directors, Key Managerial Personnel and The Remuneration policy as adopted by the Company e remuneration according to qualification, experience and per levels of the organization. The employees in the Company inch clerical, administrative and professional services are s according to Industry norms. During the financial year 2024-25, the Committee met 2 times and February 12, 2025. Composition, Name of Members and Attendance during the y
	Sr. No.	Name of the Members	Nature of Membership	No. of Meetings Attended/Eligible to attend
	1	Amit Singh Tomar	Chairman	2/2
	2	Shefali Kesarwani	Member	2/2
	3	Krishan Kumar Aggarwal	Member	2/2
• STAKEHOLDERS RELATIONSHIP COMMITTEE				cordance with Section and as per Regulation 2025. ear is as follows:
The Stakeholders Relationship Committee is constituted in ac 178 of the Companies Act, 2013 and applicable rules thereto 20 of SEBI Listing Regulations. The Committee met during the financial year on February 14 Composition, Name of Members and Attendance during the y
	Sr. No.	Name of the Members	Nature of Membership		No. of Meetings Attended/Eligib le to attend
	1	Krishan Kumar Aggarwal	Chairman		1/1

2	Amit Singh Tomar	Member	1/1
3	Shefali Kesarwani	Member	1/1

24. REPORTING OF FRAUD UNDER SECTION 143(12)

No fraud has been reported by auditors under Section 143(12) of the Companies Act, 2013:

a. Nature of the Fraud: NA

b. Parties involved: NA

c. Financial impact: NA

d. Corrective actions: NA

25. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The information required under Section 197(2) of the Companies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is attached as per “Annexure-1”.

26. STATUTORY AUDITORS

M/s Sunil K Gupta & Associates, Chartered Accountants, New Delhi have been appointed as the statutory auditor for a period of five years from the conclusion of 29^th Annual General Meeting.

There are no audit qualifications, reservations, disclaimers, or adverse remarks, or reporting of fraud in the statutory auditors’ report given by M/s Sunil K Gupta & Associates.

The observations and comments given by the Auditors in their report read together with notes on Financial Statements are self-explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013.

Board’s comment on the Auditors’ Report:

The observations of the statutory auditors when read together with the relevant notes to the accounts and accounting policies are self-explanatory.

27. SECRETARIAL AUDITORS

Under the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder M/s Jinu Jain, Company Secretaries, Practicing Company secretary has given secretarial audit report for financial year 2024-25, There are no qualifications, reservations, disclaimers, or adverse remarks in the said Secretarial Audit Report. Secretarial audit report forms part of the Board Report as “Annexure -3”.

28. INTERNAL AUDITORS

Pursuant to provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rule, 2014 as amended from time to time, the Company is required to appoint an internal auditor of the Company to conduct internal audit of the functions and activities of the Company. In compliance with the above provisions, your Company has complied with the provisions.

The Internal Audit conducted the internal audit as per internal audit standards and places before the board the Internal audit report from time to time.

29. COST RECORDS AND COST AUDITORS

Requirement of Cost Audit as stipulated under the provisions of Section 148 of the Act, are not applicable for the business activities carried out by the Company.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The detail of Loan and Investments made by Company as at end of the financial year is as under:

Description	Loans/Advance/	Loans/Advance/
	Investments as at	Investments as at
	31.03.2025	31.03.2024
Other Advances	0	5.00
Investment	5.33	17.29

31. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company has adopted a Risk Management Policy after identifying the elements of risks which in the opinion of the Board may threaten the very existence of the Company itself. The policy for Risk Management is attached on the website of Company.

32. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As per the provisions of Section 135 of the Companies Act, 2013, the requirement to undertake Corporate Social Responsibility (CSR) activities is not applicable to the Company. Consequently, the Company is not obligated to carry out or report any CSR activities during the financial year.

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated in Section 134(3)(m) of the Companies Act, 2013 and rules framed there under is enclosed herewith as “Annexure - 2”.

34. INTERNAL FINANCIAL CONTROLS

The requirements concerning the adequacy and operating effectiveness of Internal Financial Controls have been reinforced. The Board provides the following:

a. A detailed account of risk management strategies- The Board has necessary policy to mitigate the risk involved in the operations of the Company.

b. A commentary on any material weaknesses identified during the year- NA

c. Changes made to the internal control systems- NA

d. Reporting any fraud or irregularities detected by internal or statutory auditors-NA

This ensures that stakeholders are aware of the financial discipline and risk management integrity followed by the company.

35. DETAILS OF APPLICATION UNDER INSOLVENCY AND BANKRUPTCY CODE (IBC)

Since there are no corporate insolvency resolution process or initiations are pending against the Company under the Insolvency and Bankruptcy Code, 2016, disclosures relating to the same are not applicable to your Company.

36. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

Pursuant to the legislation The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,2013, the Company has a Policy on Prevention of Sexual Harassment at Workplace.

Your Company has constituted an Internal Complaints Committee (ICC) to investigate and resolve sexual harassment complaints.

The Company in its endeavour for zero tolerance towards any kind of harassment, including sexual harassment, or discrimination at the workplace has in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, the Company has not received any complaint under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

The Company has in place a policy for Prevention of Sexual Harassment at the Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The details of the complaints pertaining to sexual harassment of women received during the year are as under:
Sr. No.	Particulars	No. of complaints
1	No. of complaints filed during the financial year	NIL
2	No. of complaints disposed off during the financial year	NA
3	No. of complaints pending as at the end of the financial year	NIL

37. IMPACT OF AMENDMENTS IN COMPANIES (ACCOUNTS) RULES, 2024

With the introduction of Companies (Accounts) Second Amendment Rules, 2024,

the following disclosures are as follows:

a. Statement on compliance with Secretarial Standards- The Company has complied with the secretarial standards as applicable on the Company.

b. Emphasis on digital records maintenance, audit trails, and data security compliance-The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2025 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from

April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors)

Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31, 2025.

All sensitive information is being protected against unauthorized access, loss, or misuse at all times

38. SHARES

I. Issue of equity shares with differential rights:

The Company has not issued any shares with differential voting rights and accordingly the provisions of Section 43 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 of the Companies Act, 2013 and rules framed there under are not applicable for the year.

II. Issue of sweat equity shares:

The Company has not issued any sweat equity shares and accordingly the provisions of Section 54 read with Rule 8(13) of the Companies (Share Capital and debentures) Rules, 2014 of the Companies Act, 2013 and rules framed there under are not applicable for the year.

III. Issue of employee stock options:

The Company has not granted stock options and accordingly the provisions of Section 62(l)(b) read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 of the Companies Act, 2013 and rules framed there under are not applicable for the year.

IV. Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees:

The Company has not made any purchase or provision of its own shares by employees or by trustees for the benefit of employees during the financial year 202425.

V. Increase in Authorized Share Capital of Shares:

During the year, the Company have increased in its Authorized Share Capital from Rs. 4,00,00,000 (Rs. Four Crores Only) to Rs. 10,00,00,000 (Rs. Ten Crores Only) in its 30^th Annual General Meeting held on 30^th September, 2024.

VI. Issue of Equity Shares:

During the year, the Company had made no issue of securities and had no variations or alterations in its Register of Members.

39. CERTIFICATE ON NON-DISQUALIFATION OF DIRECTORS

None of the Directors on the Board of the Company for the FY ended March 31, 2025, have been debarred or disqualified from being appointed or continuing as Director of the Company. The Company have received a Certificate from Secretarial Auditor as per “Annexure-4” and placed the same in Board meeting.

40. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has adopted a Vigil Mechanism and Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee.

It is affirmed that no personnel of the Company have been denied access to the Audit Committee.

41. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The related party transactions, which were in ordinary course of business and at arm’s length basis.

All related party transactions that were entered into during the financial year ended 31st March, 2025 were on an arm’s length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted. Further, there are no materially significant related party transactions during the year under review made by the Company with Promoters, Directors, or other designated persons which may have a potential conflict with the interest of the Company at large.

The suitable disclosures as required by the Accounting Standards (IND AS 24) have been made in the notes to the Financial Statements forming part of this annual report.

42. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

43. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The provisions of the Maternity Benefit Act, 1961 are not applicable to the Company, as the Company does not meet the eligibility criteria specified under the Act, i.e., it does not employ ten or more persons as per the threshold limit prescribed under Section 2(1) (b) of the Act.

44. DESIGNATED PERSON AS PER SECTION-90 OF COMPANIES ACT , 2013

The Board of Directors hereby designates Mr. Nitin Aggarwal, Director as the "Designated Person" under Section 90, read with Sub-rule (5) of Rule 9 of the Companies (Significant Beneficial Ownership) Rules, 2018. The appointment is effective until further notice.

45. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

46. INDIAN ACCOUNTING STANDARDS (IND-AS)

Financial Statements of your Company for the financial year ended 31st March, 2025, are prepared in accordance with Indian Accounting Standards (IND-AS), as notified under Section 133 of the Companies Act, 2013 (the Act’) read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

47. CORPORATE GOVERNANCE

The Company is not required to submit Corporate Governance Report as the equity share capital and net worth of the Company is less than required limits as on the last date of the previous financial year. Provided that where the provision of the Act becomes applicable to the Company at a later date, the Company shall comply with

the requirements within six months from the date on which the provisions become applicable to the Company.

The Compliance certificate from the practicing company secretary regarding non applicability of corporate governance has been received and noted.

48. MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion and Analysis as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report. It speaks about overall industry structure, global and domestic economic scenarios, developments in business operations, internal controls and their adequacy, risk management systems and other material developments during the Financial Year 2024-25.

49. ANNUAL SECRETARIAL COMPLIANCE REPORT

Annual Secretarial Compliance Report for the financial year ended 31 March, 2025 was not applicable on our company.

50. BUSINESS RESPONSIBILITY REPORT

Your Company is not required to submit Business Responsibility Report for the year ended 31st March, 2025 as stipulated under Regulation 34 of the SEBI Listing Regulations, provided that where the provision of the Act becomes applicable to the Company at a later date, the Company shall comply with the requirements within stipulated time from the date on which the provisions become applicable to the Company.

51. DEMATERIALIZATION OF SHARES

Trading in the Equity Shares of the Company is only permitted in the dematerialized form as per the Securities and Exchange Board of India (SEBI) circular dated May 29, 2000. The Company has established connectivity with both the Depositories viz. National Security Depository Ltd. (NSDL) as well as Central Depository Services (India) Ltd. (CDSL) to facilitate the demat trading. As on 31st March, 2025, 74.27% of the Company’s Share Capital is in dematerialized form.

The ISIN allotted to the equity shares of the Company is INE836C01015. The Company’s shares are frequently traded on BSE Limited.

52. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

There are no instances of one-time settlement during the financial year under review.

53. CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY INSIDERS

In terms of SEBI (Prohibitions of Insider Trading) Regulations, 2015, as amended from time to time, the Company has adopted a Code of Conduct for Prevention of Insider Trading (Insider Code) as approved by the Company’s Board. Any Insiders (as defined in Insider Code) including designated employees & persons and their relatives are, inter alia, prohibited from trading in the shares and securities of the Company or counsel any person during any period when the “unpublished price sensitive information” are available with them. The Insider Code also requires pre-

clearance for dealing in the Company’s shares and prohibits dealing in Company’s 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.

54. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS.

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings and Annual General Meetings.

55. STOCK EXCHANGE LISTING & COMPLIANCES:

The Equity Shares of your company are continued to be listed on Bombay Stock Exchange Limited, Mumbai. The company confirms that the Annual Listing fees to Bombay Stock Exchange Limited has been paid and is up to date. NSDL & CDSL, Depositories are providing their services to our valued shareholders/ members. Your company has paid Annual Fees to all of them for the financial year 2024-2025.

56. CFO CERTIFICATION:

Pursuant to Regulation 17(8) read with Schedule II Part B of the Listing Regulations, a certificate from the Chief Financial Officer (‘CFO’) of the Company have certified and confirming the correctness of the Financial Statements (Standalone) and Cash Flow Statements (Standalone), adequacy of the internal control measures for financial reporting for the year ended March 31, 2025. The certificate forms part of this report as “Annexure-5”.

57. ACKNOWLEDGEMENTS

Your directors place on records their sincere thanks to bankers, business associates, consultants and various Government Authorities for their continued support extended to your Company’s activities during the year under review. Your directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

---

Mar 31, 2024

Your directors have pleasure in presenting the 30^ta Annual Report of your Company
together with the Audited Annual Accounts for the financial year ended 31^st March,
2024.

1. financial results

The Company''s financial performance for the year under review along with previous
year''s figures are given hereunder:

(Amount in lakhs)

Particulars	Financial Year	Financial Year
	ended	ended
	31st March, 2024	3l9tMarch, 2023
Net Sales /Income from Business Operations	16.OS	434.92
Other Income	13.83	8.00
Total Income	29.90	442.91
Less:-Expense	52.89	458.06
Profit before Tax	-22.99	-15.15
Net Profit after Tex	-35.33	8.32
Other Comprehensive Income	6.01	-12.94
Net Profit for the year	-29.32	-4.62
Amount transferred to General Reserve	-	-
Balance carried to Balance Sheet	-29.32	-4.62

¦ State of company affairs-

The Company is engaged in the business of trading and manufacturing of commodities.
During the current year, the company has commissioned ejection moulding machines
for manufacturing of plastic products. Detailed information on the operations of the
Company and details on the state of affairs of the Company are covered in the
Management Discussion and Analysis Report attached to this report.

Your Management is putting in their best efforts to improve the performance of the
Company. The Company is performing well and therefore future prospects looks bright
and, in the years, to come, the Company will strive to achieve the projected profitability
and increase its scale of operation.

- Change in nature of Business of the Company

The company was previously engaged In the trading of commodities. During the year
the company has diversified its business activities aod commissioned injection moulding
machines to manufacture plastic products.

* Material changes and commitment if any affecting the financial position of
tlie company occurred between the end of the financial year to which this
financial statements relate and the date of the report

There has been no material changes and commitments which affects the financial
position of the Company occurred between the end of the financial year of the Company
and date of this report.

3- DIVIDEND

No dividend is oeing recommended for this year due to loss.

4. SHARE CAPITAL

The Paid up Equity Share Capital as on 31st March, 2024 was Re. 4,00,00,000 [fts. Four
crore only). ¹

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2015 do not apply as there was
no dividend declared and paid last year,

7. INDIAN ACCOUNTING STANDARDS (IND-AS)

Financial Statements of your Company for the financial year ended 31st March, 2024,
are prepared in accordance with Indian Accounting Standards (IND-AS), as notified
under Section 133 of the Companies Act, 2013 (The Act'') read with the Companies
(Indian Accounting Standards) Rules, 2015, as amended from time to time.

S. FIXED DEPOSITS

The Company has not invited deposits From public irt accordance with the Section 73 and
74 of the Companies Act, 2013

P_ASSqgAJE_C.Q_MPAMES

The Company does not have any Subsidiary, I pint venture or Associate Company as on
31^st March, 2024.

1Q.CORPORATE GOVERNANCE

The Company is not requ red to submit Corporate Governance Report as the equity share
capital and net worth of the Company is less than required Irmits as on the last date of
the previous financial year. Provided that where the provision of the Act becomes
applicable to the Company at a later date, the Company shall comply with the
requirements within sis: months from the date on which the provisions become applicable
to the Company.

11. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
management toucv of the company

The Company has adopted a Risk Management Policy after identifying the elements of
risks which in the opinion of the Board may threaten the very existence of the Company
itself, The policy for Risk Management is attached on the website of Company,

1Z.DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON
ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Provisions of Corporate Social Responsibility are not applicable on Company.

13. MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion and Analysis as stipulated under 5EBI (Listing Obligations and
Disclosure Requirements} Regulations; 2015 is presented in a separate section forming
part of this Annual Report, It speaks about overall industry structure,, global and domestic
economic scenarios, developments in business Operations, internal controls and their
adequacy, risk management systems and other material developments during the
Financial Year 2D23-24.

14. ANNUAL SECRETARIAL COMPLIANCE REPORT

Secretarial standard Compliance Report for the financial year ended 31 March, 2024 was
not applicable on our company.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO

The information on conservation oF energy, technology absorption and foreign
exchange earnings and outgo as stipulated in Section 134(3)(m) of the Companies
Act, 2013 and rules Framed there under s enclosed herewith as “Atinexure -1".

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE.. UNDER
SECTION 1B6 OF THE COMPANIES ACT. 2013

The detail oF Loan and Investments made by Company as at end of the financial year
Is as under;

Amount In Lakhs

Descri ption	Loons/Advance/	Loons/Advance/
	Investments as at	Investments as at
	31.03.2024	31.03,2023
Advances	7*76	2.76
Investment	17,29	11.27

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH
RELATEDP ARTIES

There were contract or arrangements made with related parties as defined under
Section 168 of the Companies Act, 2013 during the yea.^1- under review and details are
enclosed herewith as AnneKure - Z", Policy on related party contracts and
arrangements is attached on the website of Company with link of the company,

lS.COMPANY''S POLICY RELATING TO DIRECTORS'' APPOINTMENT, PAYMENT OF
REMUNERATION AMD DISCHARGE OF THEIR DUTIES

In terms of the provisions of Section 178(3) of the Act and provisions of Listing
Agreement/ Listing Regulations, the Nomination &. Remuneration Committee (NRC) is
responsible for formulating the Criteria for determining q ua 11 Fi cation, positive
attributes and independence of a Director, The NRC is also responsible for
recommending to the Board a policy relating to the remuneration of the Directors,
Key Managerial Personnel and other employees. Ln fine with this requirement, the
Board has adopted the Policy on Board Diversity and Director Attributes is attached
on the website of Company with link of the Company.

Nomination And Remuneration Policy ard Remuneration Policy for Directors, Key
Managerial Personnel and other employees is attached on the website of Company.

19 ¦ DECLA.RAT10-N—QF J NP_E.F-E.N-P.EN T .DIRECTOR 5

Pursuant to provisions of Section 134{3)(d) of the Companies Act, 2013, with respect
to statement on declaration given by Independent Directors under Section 149(6) of
the Act and under Regulation 16 and 25 of SEB1 Listing Regulations, the Board hereby
confirms that all the Independent Directors of the Company have given a declaration
and have confirmed that they meet the criteria of Independence and there lias been
no change in the circumstances affecting their status as Independent Director of the
Company.

The Company has also rEceived a declaration from all the Independent Directors that
they have registered their names m the Independent Director data bank and pass/
exempt requisite proficiency test conducted by Ministry of Corporate Affairs.

After undertaking a due assessment of their disclosures, in the opinion of the Board of
Directors, all the Independent Directors fulfilled the requirements of the Companies
Act, 2013 and the Listing Regulations and were Independent of the management of
the Company.

20.FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The detail of programs for familiarization of Independent Directors with the Company,
them roles, rights, responsibilities in the Company end related matters are put up on
the website of the Company,

21. BUSINESS RESPONSIBILITY REPORT

Your Company is not required to submit Business Responsibility Report for the year
ended 31st March, 2024 35 stipulated under Regulation 34 of the SFBI listing
Regulations, Provided that where the provision of the Act becomes applicable to the
Company at a later date, the Company shall comply with the requirements within
stipulated time from the date an which the provisions become applicable to the
Company.

22. EXTRACT OF ANNUAL RETURN

The Annual Return of the Company as ort 3.1st March, 2024, in prescribed e-farm
MGT-7 In accordance with Section 32(3) of the Act, read with Section 134(3)(a) of the
Act, is available on the Company''s websiLe at htto:/ywww fruitionventune com
Further the Annual ReLurn (i.e. e-form MGT-7) for the FY24 shall be filed by the
Company with the Registrar of Companies, Delhi, within the stipulated period and the
some can also be accessed thereafter on the Company''s website at
h itp: ll ww Ht._fnu.stj pn venture, corri

23. DEMATERIALIZATION OF SHARES

Trading in the Equity Shares of the Company is only permitted in the dematerialized
form as per the Securities and Exchange Board of India (5EBI) circular dated May 29,
2000. The Company has established connectivity with both the Depositories viz.
National Security Depository Ltd. (N5DL) as well as Central Depository Services
(Indie) Ltd. (CDSL) to facilitate the demat trading. As on 31st March, 2024, 73.79%
of the Company''s Share Capital is in dematerialized form.

The ISIN allotted to the equity shares of the Company isINE836COiO]5. The
Company''s shares ane frequently traded on BSE Limited.

24.SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There were no signifitant/materiaf orders passed by the Regulators or Courts or
Tribunals Impacting the going concern status of your Company and its operations ir?
future.

There were nu proceedings initisted/pending against the Company under the
insolvency and Bankruptcy Code, 2016 [31 of 2016) during the financial year under
review,

25. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH
THE REASONS THEREOF

There are no instances of one time settlement during the financial year under review.

26. PARTICULARS OF EMPLQVEES:-

The Percentage Increase in remuneration, ratio of remuneration of each director and
key Managerial Personnel (KMP) as required under Section 197(12) of the Companies
Act i 2013, read with rule 5 of the Companies .^Appointment and Remuneration of
Managerial Personnel) Rules, 2014 form part of Annexure-3 to this Board report.

The Company has three employee as of March 31^st 2024 excluding directors.

27. NUMBER OF BOARD MEETINGS

The Company had Twelve (12) Board meetings during the financial year under
review. The Maximum interval between any two meetings did not exceed 120 days as
prescribed by the Companies Act, 2013. Details are as follows:

S.No.	Date of Board Meeting
a.	14th April, 2Q23
2.	10th May, 2023
3.	29lh| May, 2023
4.	14th August, 2023
5.	25th August, 2023
6,	26th August 2023
7,	29th September, 2023
E.	14th October, 2023
9.	14th November, 2023
10,	27th November, 2023
11.	lSih January, 2024
12,	14February, 2024

Meeting fur Independent Director For financial year 202.3-24 was held on 14^th November,
2023.

Details Of Directors:

DIRECTORS AND KEY MANAGERIAL PERSONNEL

SI. No	Name	Designation
1	Mr, Nitfn Agggrwal	Managing Director
2	Mr. Krishan Kumar Aggarwal	Director
3	Ms. Shefali Kesarwanl	Independent Director
4	Mr. Am it Singh Tomar	Independent Director

Details of KMP:

In berms of Section 203 of the Act, the following are Key Managerial Personnel of
your Company:

SI. No	Name	Designation
X	Mr. Arlhant Sukhleeba	Company Secretary & Compliance Officer
2	Mr. Jitender Kumar	CFO

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed
decisions in line with the deiegated authority. The following substantive
Committees constituted by the Board function according to their respective roles
and defined scope:

- Audit -Committee of_Pirectors

SL. NO.	Date of meeting
I	10.05.2023
2	29.05.2023
3	14.0S.2023
4	25,08,2023
5	14.11.2023
6	L4.02.2024

Total six meetings held during this year. During these meetings the Committee
discussed the annual results, the half-yearly results and the quarterly results and
shored the items discussed with the Supervisory Board, Other topics discussed
included the Management Board''s methods for the assessment of the
effectiveness Of the design end operation Of the company''s internal risk and
control systems, new and proposed legislative initiatives related to accounting,
auditing and financial -eporting, tax planning, tax strategy and monitoring, the
company''s compliance with rules and regulations, the company''s Code of Conduct
and Whistle-blower Policy.

* Nomination and Remuneration Committee

SL NO,	Date of meeting
1	14.04.2023
2	25.08.2023
3	26.08.2023
4	29.09.2023
5	27,11.2023

During the meetings the Remuneration and Appointment Committee reviewed the
company''s General Remuneration Policy. It also outlined proposals for the
remuneration of the individual members of the Management Board. Other duties
included regulations in relation ro remuneration policies and the preparation of the
Remuneration Report.

* STAKEHOLDERS RELATIONSHIP COMMITTEE

During the year under review investor grievances were taken care of.

2B. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND
INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the
Listing Regulations, the Board has carried out an annual performance evaluation of its
Independent Directors and the Independent Directors also evaluated the performance
of Non- Independent Directors. The Board af Directors expressed their satisfaction
with the evaluation process. The Board of Directors also evaluated the
functioning/perfomnance of Audit Committee, Stakeholders Relationship Committee,
Nomination & Remuneration Committee, expressed satisfaction with their functioning/
performance.

29. DISCLOSURE R ELATING TO REMUNERATION OF DIRECTORS^ KEY

MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The remuneration paid to the Directors is in accordance with the Nomination and
Remuneration Policy formulated in accordance with Section 178 of the Act (including
any statutory modification^) or re-enactment(S) for the time being In force) and
Regulation 19 of the SEBT Listing Regulations. The salient aspects covered in the
Nomination and Remuneration Policy Mas been outlined In the Corporate Governance
Report which forms part of this report.

The Managing Director of your Company is not drawing remuneration from the
Company. The information required under Section 197 of the Companies Act,, 2013
read with Rule 5(1), 5(2) & 5(3) of the Comp3mes(AppDintnnent and Remuneration of
Managerial Personnel) Rules, 201^ in respect of Directors/employees of the Company
and a statement showing the names of top ten employees of the Company in terms Df
remuneration drawn and other particulars of the employees drawing remuneration in
excess of the limits set out rn said rule* are given in "Annexune - 3" to this Report:.

The remuneration paid to the Directors is In accordance with the Remuneration Policy
formufaLed in accordance with Section 178 of the Act and Regulation 19 of the SEBI
Listing Regulations (including any statutory modification(s) or reenactments) tnereof
for the time being in force).

30. Auditors

* STATUTORY AUDITORS

M/s Sunil K Gupta R Associates, Chartered Accountants, New Delhi have been
appointed as the statutory auditor for a period of five years from the
conclusion of 29^th Annual General Meeting.

- SECRETARIAL AUDIT

Under the provisions of Section 204 of the Companies Act, 2013 and the rules
made thereunder M/s Jinu Jain, Company Secretaries, Practicing Company
secretary has given secretarial audit report for financial year 2023*24, secretarial
audit report forms part of the Board Report as Annexure -4,

- INTERNAL AUDIT

Pursuant to provisions of Section 138 of the Companies Act, 2013 mad with Rule
13 Of the Companies (Accounts) Rule, 2034 Ss emended from time to time, the
Company Is required to appoint an internal auditor of the Company to conduct
internal audit of the functions and activities of the Company. In corrspliance with
the above provisions, your Company has compMed with the provisions.

* INTERNAL FINANCIAL CONTROLS

The Company has internal control procedures and sufficient internal control checks
considering the size and nature of its business and the Board of Directors are of
the view that those controls are adequate with reference to the financial
Statements.

• Cost Records and Cost Audit

Requirement of Cose Audit as stipulated under the provisions of Section 148 of the
Act, are not applicable for the business activities carried out by the Company.

31. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has adopted a Vigil Mechanism and Whistle Blower Policy, to provide a
formal mechanism to the Directors and employees to report their concerns about
unethical behavior, actual or suspected fraud or violation of the Company''s Code of
Conduct or ethics policy. The Policy provides for adequate safeguards against
Victimization OF employees who avail of the mechanism and also provides for direct
access to the Chairman of the Audit Committee.

IE is affirmed that no personnel of the Company has been denied access to the Audit
Committee.

32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

Statement under Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 Pursuant to the legislation The Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company
has a Policy on Prevention of Sexual Harassment at Workplace.

Your Company has constituted an Internal Complaints Committee (ICC} to Investigate
and resolve sexual harassment complaints.

The Company in its endeavour for zero tolerance towards any kind of harassment,
including sexual harassment, or discrimination at the workplace has in. accordance
with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

During the year under review, the Company has not received any complaint under the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013.

33.CODE OF CONDUCT

As prescribed under the provisions of Section 149 of the Companies Act, 2013 read
with Schedule TV thereto and Regulation lb of the SEET (Listing Obligations and
Disclosure Requirements) Regulations, 2D15 For its Board of Directors and senior
management and employees, the Company has formulated a comprehensive Code of
Conduct (the Code), The Code is applicable to Directors and senior management and
employees to such extent as may be applicable to them depending upon their roles
and responsibilities. The Code gives guidance and support needed for ethical conduct
of business and compliance of law. The Code reflects the values of the Company viz.
Customer Value, Integrity, one team and Excellence,

A copy of the Code has been uploaded on the Company''s website. The Code has been
circulated to all the Directors and Management Personnel and its compliance is
affirmed by them annually. A declaration signed by the Company''s Managing Director
for die compliance of this requirement is published in this Report.

34-CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BV
INSIDERS

In terms of SEBI (Prohibitions of Insider Trading) Regulations, 2015, as amended
from time to time, the Company has adopted a Code of Conduct for Prevention of
Insider Trading (Insider Code) as approved by the Company''s Board. A copy of the
code has been uploaded on the Company''s website. Any Insiders (as defined in
Insider Code) Including designated employees & persons and their relatives are, inter-
alia, prohibited from trading In the shares and securities of the Company or counsel
any person during any period when the "''unpublished price sensitive information" are
available with them. The Insider Code also requires pre-clearance for dealing In the
Company''s shares and prohibits dealing In Company''s shares by the Directors and the
designated employees while In possession of unpublished price sensitive nformation
in relation to the Company and during the period when the Trading Window s dosed.

36. COMPUAHCE_jflfITH^ECBEI&RIAL_STAINOARPS ON BOARD AND ANNUAL

GENERAL MEETINGS.

The Company has complied with Secretarial Standards Issued by the Institute of

Company Secretaries of India on Board meetings and Annual General Meetings,

ANNEXURES FORMING PAKT OF THE DIRECTOR''S REPORT

The Arinexures referred to in this Report and other information which are required to be
disclosed are annexed herewith and form a part of this Report.

Annexures	Particulars
Armexure-1	Particulars of Conservation of Energy, Technology Absorption and Foreign and Outgo
AnneKure-2	Related Party Transaction Disclosure in Form AOC-2
Annexure-3	Particulars Of Employees Remuneration
A line xu re-4	Secretarial Audit Report
Annexure-5	Certificate of Non-Disqualification of Directors
Annexure-fj	Declaration Regarding Compliance of Code of Conduct
Annexure-7	Certification by CEO/ MD & CFO

35.DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5} of the Companies Act, 2013 the
?card hereby submit its responsibility Statement: —

(a) in the preparation of the annual accounts, the anplicable accounting standards had
been followed along with proper explanation relatingi to material departures;

(b} the directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent sa as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of the
profit and loss of the company For that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

[as the directors, in the case of a listed company, had laid down internal financial controls
to he followed by the company end that such internal financial controls are adequate and
were operating effectively. -

Internal Financial control means the policies and procedures adopted by the Company for
ensuring the orderly and efficient conduct of its business including adherence to
Company''s policies, the safeguarding of its assets, the prevention and detection of frauds
and errors, the accuracy and completeness of the accounting records and the timely
preparation of reliable financial information.

(f) The directors had devised proper systems to ensure compliance with the provisions of
alt applicable laws and that such systems were adequate and operating effectively.

36. ACKNOWLEDGEMENTS

Your directors place on records their sincere thanks to bankers, business associates,
consultants and various Government Authorities for their continued support extended to
your Company''s activities during the year under review. Your directors also acknowledge
gratefully the shareholders for their support and confidence reposed an your Company.

For and on Behalf of the Board of Directors
For Fruition Venture Limited

Sdy- Sd/-

Date: 02-09-2024 Nitin Aggarwat Krisban Kumar Aggarwal

Place: New Delhi Managing Director Director

DIN: 01616151 DIN: 02452405

1

SHARES

b) Bonus Shares

Nil Bonus Shares were issued during the year under review,

b) Buyback shares

The Company has not bought back any of its securities during the year under review.

c) Sweat Equity shares

The Company has not issued any Sweat Equity Shares during the year under review.

d) Employees Stock Option Plan

The Company has not provided any Stock Option Scheme to the employees

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in submitting the 21st Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March,. 2015.

1. FINANCIAL RESULTS

The Company's financial performance for the year under review alongwith previous years figures are given hereunder:

Particulars Particulars For Particulars For the Year ended the Year ended 31st March 2015 31st March 2014

Net Sales /Income from 5,80,75,339,22 21,42,65,025.10 Business Operations

Other Income 495,337.87 10,94,999.51

Total Income 5,85,70,677.09 21,53,60,024.61

Less Interest

Profit before Depreciation 61,53,651.38 1,42,202,17

Profit after depreciation and 62,73,024.38 2,27,755.14 Interest

Less Current Income Tax 9,15,210 -

Less Previous year 3,51,500 - adjustment of Income Tax

Less Deferred Tax 19,84,347 52,803

Net Profit after Tax 30,21,967.38 1,74,952.14

Dividend (including Interim if - - any and final )

Net Profit after dividend and - Tax

Amount transferred to 16,80,391.33 (13,41,343.05) General Reserve

Balance carried to Balance - - Sheet

Earning per share (Basic) 0.76 0.04

Earning per Share(Diluted-) 0.76 0.04

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

The Company is engaged in the business of The Company is engaged in the business of trading of computer & computer peripherals, fabrics, shares and securities, consultancy and other related activities. During the year ended 31st March, 2015 under review the total income of the Company was Rs. 5,85,70,677,09 as against Rs. 21,53,60,024.61 for year ended 31st March, 2014. The Company was able to earn a net profit for the year ended 31st March, 2015 of Rs. 30,21,967.38 against a profit of Rs. 1,74,952.14 for year ended 31st March, 2014, Your Management is putting in their best efforts to improve the performance of the Company, The Company is performing well and therefore future prospects looks bright and in the year to come, the Company will strive to achieve the projected profitability and increase its scale of operation.

3. DIVIDEND

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Company is into the business of trading so there is no major consumption of energy and technology absorption in the Company. There are office equipments and other electricity facilities installed in the office premises of the Company and the management takes care of minimal usage of energy. The provisions of Section 134(m) of the Companies Act, 2013 do not apply to our Company, There is no Foreign Exchange Inflow and Outflow during the year under review.

7. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company has adopted a Risk Management Policy after identifying the elements of risks which in the opinion of the Board may threaten the very existence of the Company itself. The policy for Risk Management is attached herewith as Annexure 1.

8. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is. not applicable.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review. Policy for Related party is annexed herewith as annexure No. 2.

11. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

In terms of the provisions of Section 178(3) of the Act and Clause 49(IV)(B)(1) of the Listing Agreement, the NRC is responsible for formulating the criteria for determining qualification, positive attributes and independence of a Director. The NRC is also responsible for recommending to the Board a policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees. In line with this requirement, the Board has adopted the Policy on Board Diversity and Director Attributes and Remuneration Policy for Directors, Key Managerial Personnel and other employees of the Company, which Is reproduced in Annexure-3. Nomination And Remuneration Policy is annexed as Annexure 3A.

12. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure 4 and is attached to this Report.

13. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company had 8 (Eight) Board meetings during the financial year under review.

14. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:—

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annua) accounts on a going concern basis; and

(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.-

Internal financial control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company as on March 31, 2015.

16. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of Section 149 of the Act, the Members, at their meeting held on 30th September, 2014, appointed the following as Independent Directors of the Company:

* Ms Shilpa Jain

* Mr Sanjeev Juneja

* Mr Ravinder Kumar Jain

In terms of Section 203 of the Act, the following are Key Managerial Personnel of your Company:

* Mr Narendar Nath Jain, Chairman

* Mr. Nitin Jain, Managing Director

* Mr. Sanhit Jain, Whole Time Director

* Ms. Richa, Chief Financial Officer

* Ms Parui Bhargava, Company Secretary

Eight Board Meetings were held during the year. For further details, please refer Report on Corporate Governance.

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

In accordance with the requirements of the Act and the Articles of Association of the Company, Mr. Narendar Nath Iain retires by rotation and is eligible for re-appointment.

18. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

19. COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following substantive Committees constituted by the Board function according to their respective roles and defined scope:

* Audit Committee of Directors

* Nomination and Remuneration Committee

* Stakeholders Relationship Committee

Details of composition; terms of reference and number of meetings held for respective committees are given in the Report on Corporate Governance.

20. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance, performance of the Directors individually as well as the evaluation of the working of its Committees.

* The following process was adopted for Board Evaluation:

Feedback was sought from each Director about their views on the performance of the Board covering various criteria such as degree of fulfilment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning, Board culture and dynamics, quality of relationship between the Board and the Management and efficacy of communication with external stakeholders. Feedback was also taken from every director on his assessment of the performance of each of the other Directors.

The Nomination and Remuneration Committee (NRC) then discussed the above feedback received from all the Directors,

Based on the inputs received, the Chairman of the NRC also made a presentation to the Independent Directors at their meeting, summarising the inputs received from the Directors as regards Board performance as a whole, and of the Chairman. The performance of the non- independent non-executive directors and Board Chairman was also reviewed by them. Post the meeting of the Independent Directors, their collective feedback on the performance of the Board (as a whole) was discussed by the Chairman of the NRC with the Chairman of the Board. It was also presented to the Board and a plan for improvements was agreed upon.

Every statutorily mandated committee of the Board conducted a self-assessment of its performance and these assessments were presented to the Board for consideration. Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

Feedback was provided to the Directors, as appropriate. Significant highlights, learning and action points arising out of the evaluation were presented to the Board.

21. PARTICULARS OF EMPLOYEES AND REMUNERATION

There being no employees whose information is required to be provided under Section 197 (12) of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

22. STATUTORY AUDITORS

M/s. P, Aggarwal & Associates, Chartered Accountants were appointed as Statutory Auditors till the conclusion of this Annual General Meeting. They have been recommended for appointment till the conclusion of Annual General Meeting to be held in 2016. The Company has received a certificate from the above Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

23. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Composition of Committee has been provided in the corporate Governance Report.

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company, A policy on vigil mechanism is attached as Annexure 5.

24. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There were no qualifications, reservations or adverse remarks made by the Auditors in their report. There were no qualifications, reservations or adverse remarks made by the Practicing Company Secretary in its Secretarial report attached herewith as Annexure 6.

25. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges and relevant sections of the Act, a Management Discussion and Analysis Statement, Report on Corporate Governance and Auditors' Certificate, are included in the Annual Report.

26. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS For Fruition Venture Limited (Formerly Indo Websec Ltd)

Sd/- Sd/- Date: 30/08/2015 Nitin Jain Sanhit Jain Place: New Delhi Managing Director Whole Time Director

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Mar 31, 2014

Dear Members

The Directors have pleasure in presenting the 20th Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2014.

Financial Highlights

(Amount in Rs. Lacs)

Particulars Financial Year ended

31st March, 2014 31st March, 2013

Total Income 2,153.60 6,925.75

Total Expenditure 2,151.32 6,893.54

Profit before tax 2.28 32.21

Provision for tax 0.53 9.86

Profit after tax 1.75 22.35

Transfer to Reserve - -

Paid-up Share Capital 400. 00 315.00

Reserves and Surplus (21.28) (23.03) (excluding revaluation reserve)

Year in Retrospect

During the year under review, total income of the Company was Rs. 2,153.60 Lacs as against Rs. 6,925.75 lacs in the previous year. The Company was able to earn a profit after tax of Rs. 1.75 as against a profit Rs. 22.35 lacs in previous year. Your Directors are putting in their best efforts to improve the performance of the Company.

The detailed Management Discussion & Analysis Report is attached hereto with the Director''s Report and should be read as part of this Directors Report.

Material Changes etc.

The Company had issued 8,50,000 equity shares of Rs. 10 each by way of preferential issue on 30th January, 2014. The shares were listed on Delhi Stock Exchange Ltd on 17th February, 2014 and trading approval was permitted on this shares w.e.f. 22nd March, 2014.

Except the aforesaid and save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company 31st March, 2014 and the date of this report.

Dividend

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

Governance

Your Company believes that the great organizations are built on the foundation of good governance practices. Corporate governance is all about effective management of relationship among constituents of the system, i.e. shareholders, management, employees, customers, vendors, regulatory and the community at large.

As stipulated under Clause-49 of the listing agreement, the Corporate Governance Report had been incorporated as Separate Section forming part of this Annual Report.

The compliance report on Corporate Governance and a certificate from M/s Jinu Jain, Company Secretaries regarding compliance of the conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is attached herewith and forms part of this Annual Report.

Certificate from Managing Director and Chief Financial Officer, inter alia, confirming the correctness of the financial statements, compliance with Company''s Code of Conduct, adequacy of the Internal Control measures and reporting of matters to the Audit Committee in terms of Clause 49 of the Listing Agreement with the Stock Exchanges, is also enclosed as a part of the Annual Report.

Public Deposits

During the period under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

b. Export Activities: There was no export activity in the Company during the year under review. The Company is not planning any export in the near future as well.

c. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

d. Foreign Exchange Earnings Nil Foreign Exchange Outgo Nil Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Directors

Except for the following changes, there were following changes in the composition of the Board of Directors of the Company subsequent to the last Directors'' Report:

After the last Annual General Meeting, Mr. Hari Om Bhatia and Mr Harish Sabarwal ceased to be directors of the Company due to their resignations. Ms. Shilpa Jain and Mr. Ravinder Kumar Jain were appointed as independent Directors of the Company.

In accordance with the provisions of section 149 of the Companies Act, 2013 all the independent directors will be non rotational. Accordingly, the proposal for the same is placed in the ensuing annual general meeting of the Company. Mr. Sanhit Jain is liable to retire by rotation and being eligible offer himself for re-appointment. Directors recommend their re- appointment.

Constitution of Committees

In terms of the applicable provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has constituted the following committees:

* Audit Committee

Name of the Director Category

Mr. Ravinder Kumar Jain - Chairman Non-Executive Independent Director

Ms. Shilpa Jain Non-Executive Independent Director

Mr. Nitin Jain Executive Director

* Nomination and Remuneration Committee

Name of the Director Category

Mr. Sanjeev Juneja - Chairman Non-Executive Independent Director

Ms. Shilpa Jain Non-Executive Independent Director

Mr. Ravinder Kumar Jain Non-Executive Independent Director

* Stakeholders Relationship Committee

Name of the Director Category

Mr. Sanjeev Juneja - Chairman Non Executive Independent Director

Ms. Shilpa Jain Non Executive Independent Director

Mr. Ravinder Kumar Jain Non Executive Independent Director

Auditors

M/s P. Aggarwal & Associates, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under Section 139 of the Companies Act, 2013 regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directors recommend their re-appointment.

Auditors'' Report

Comments made by the Statutory Auditors in the Auditors'' Report are self-explanatory and do not require any further clarification.

Directors'' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed;

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 31st March, 2014 and of the profit 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; and

d. The Directors have prepared the Annual Accounts on a going concern basis.

Stock Exchange Listing

The shares of the Company are listed on the Delhi Stock Exchange and BSE Ltd. The listing fee for the financial year 2013-14 has already been paid to both the Stock Exchanges.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees, support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on Behalf of the Board or Fruition Venture Limited (Formerly Indo Websec Ltd)

Sd/- Sd/- Nitin Jain Sanhit Jain Date: 20th August, 2014 Managing Director Whole Time Director Place: Delhi DIN: 00861328 DIN: 05338933 Address: 21-A, 3rd Address: E-3/16, Floor, Savitri Bhawan, Model Town, Par Commercial Complex Delhi - 110 009 Delhi 110009