డైరెక్టర్ల నివేదిక HCKK Ventures Ltd.

Mar 31, 2025

The Directors are pleased to present 42^nd Annual report and the Audited Financial Statement for the year ended 31^st March, 2025 together with the Auditor''s Report thereon.

1)	Financial Summary:
	Particulars	2024-25	2023-24
	Total Income	68.87	83.20
	Financial Costs	--	--
	Depreciation and Amortization	0.09	0.07
	Profit before tax and exceptional items	29.47	32.62
	Exceptional income	--	--
	Profit after exceptional items before tax	29.47	32.62
	Taxes(benefit)	7.44	6.74
	Profit after tax	22.03	25.88
	Other Comprehensive Income / (Loss)	--	--
	Net Profit	22.03	25.88
	Earnings per share (Basic)	0.59	0.70

2) Dividend:

During the year under review, the Board of Directors has not recommended dividend on the Equity Shares of the Company.

3) Transfer To Reserves:

The Board of Directors has decided to retain the entire amount of profit for FY 2024-25 appearing in the Statement of profit and loss.

4) Changes in the nature of Business:

During the year under review the Company did not undergo any change in the nature of its business.

5) Company''s Performance:

The revenue for Current Year was '' 68.87 Lakhs, Lower by '' 14.33 Lakhs over the previous year''s revenue of '' 83.20 Lakhs. The profit after tax (PAT) attributable to shareholders and non-controlling interests for Current Year and Previous Year was '' 22.03 Lakhs and '' 25.88 Lakhs, respectively.

6) Conservation of Energy, Technology Absorption and Foreign Exchange Earnings /Outgo:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) Conservation of Energy:

Your Company is into the business of Service Sector and is not involved in any manufacturing activity. The information as applicable and required to be provided under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is given hereunder:

i. Steps taken or impact on conservation of energy - The operations of your Company are not energy- intensive. However, adequate measures have been initiated for conservation of energy.

ii. Steps taken by the Company for utilizing alternate source of energy - though the operations of the Company are not energy intensive, the Company shall explore alternative source of energy, as and when the necessity arises

iii. Capital investment on energy conservation equipment - Nil

B) Technology Absorption:

i. Efforts made towards technology absorption - The minimum technology required for the business has been absorbed

ii. Benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) -

a. the details of technology imported - Not Applicable

b. the year of import - Not Applicable

c. whether the technology has been fully absorbed - Not Applicable

d. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof - Not Applicable

e. Expenditure incurred on Research and Development - Not Applicable

C) Foreign Exchange Earnings and Outgo:

Foreign currency transactions are recorded at the exchange rates prevailing on the date of such transactions.

Monetary assets and liabilities as at the Balance Sheet date are translated at the rates of exchange prevailing at the date of the Balance Sheet. Gain and losses arising on account of differences in foreign exchange rates on settlement/ translation of monetary assets and liabilities are recognized in the Profit and Loss Account.

7) Extract of Annual Return:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31^st March, 2025 is available on the Company''s website at www.hckkventures.com.

8) Management Discussion and Analysis:

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), the Management''s discussion and analysis is set out as Annexure I forming part of this Annual Report.

9) Subsidiary Company:

The Company does not have any Subsidiary, Joint Venture or Associate Company.

10) Related Party Transactions:

During the year 2024-25 the Contracts Arrangements entered into by the Company with related parties were approved by the Audit Committee pursuant to sub section (IV) (4) of Section 177 of Companies Act, 2013 and by the Board of Directors pursuant to Section 188(1) of Companies Act, 2013.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large and thus, a disclosure in the prescribed Form AOC-2 in terms of Section 134 of the Act is not required.

11) Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and fixing their remuneration.

Remuneration policy of the Company is designed to create a high-performance culture. It enables the Company to attract, retain and motivate employees to achieve results. The business model promotes customer centricity and requires employee mobility to address project needs.

12) Human Resources:

Your Company considers people as one of the most valuable resources. It believes in the theme that success of any organization depends upon the engagement and motivation level of employees. All employees are committed to their work and proactively participate in their area of operations. The Company''s HR philosophy is to motivate and create an efficient work force as manpower is a vital resource contributing towards development and achievement of organisational excellence.

13) 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 within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. There were no unpaid or unclaimed deposits as on 31st March, 2025.

14) Corporate Social Responsibility:

The company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135 of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

15) Directors:a. Directors And Key Managerial Personnel:

As on 31^st March, 2025, the Company has Four Directors with an optimum combination of Executive and Non-Executive Directors including One women director. The Board comprises of Three NonExecutive Directors, out of which all three are Independent Directors.

b. Declaration by Independent Directors:

All the Independent Directors have given their declaration to the Company stating their independence pursuant to Section 149(6) and Regulation 16(1) (b) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015. They have further declared that they are not debarred or disqualified from being appointed or continuing as directors of companies by the SEBI /Ministry of Corporate Affairs or any such statutory authority. In the opinion of Board, all the Independent Directors are persons of integrity and possess relevant expertise and experience including the proficiency.

c. Board Evaluation:

The Board has carried out an annual performance evaluation of its own performance, the Directors individually and of its Committees pursuant to the provisions of the Act and the SEBI Listing Regulations.

The Board evaluation was conducted through a structured questionnaire designed, based on the criteria for evaluation laid down by the Nomination, Remuneration and Compensation Committee. A meeting of Independent Directors was held to review the performance of the Chairman, NonIndependent Director(s) of the Company and the performance of the Board as a whole as mandated by Schedule IV of the Act and relevant provision of SEBI Listing Regulations. The Independent Directors also discussed the quality, quantity and timeliness of flow of information between the Company

management and the Board, which is necessary for the Board to effectively and reasonably perform their duties. The action areas identified out of evaluation process have been discussed and are being implemented.

16) Familiarisation Programme for Independent Directors:

In compliance with the requirements of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has put in place a Familiarization Program for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc.

All new independent directors inducted into the Board attend an orientation program. The details of the training and familiarization program are provided in the Corporate governance report. Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities.

17) Meetings of the Board:

The Board of Directors met Five (5) times on 23^rd May, 2024, 31^st July, 2024, 11^th November, 2024, 19^th November, 2024, 12^th February, 2025 during the Financial Year 2024-25. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Regulation 17 of the Listing Regulations.

18) Directors Responsibility Statement:

Pursuant to Section 134 (3) (C) of the Companies Act, 2013 your Directors state that:

(a) In the preparation of Annual Accounts for the year ended on 31^st March, 2025, the applicable accounting standards have been followed and there are not 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 at the end of the financial year on 31^st March, 2025 and the profit and loss of the Company for that period.

(c) The Directors have taken proper and sufficient care for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 2014 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

(d) The Directors have prepared Accounts on going concern basis.

(e) The Directors have laid down internal financial controls to be followed by the Company and that such 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.

19) Nomination And Remuneration Committee:

The Board had constituted Nomination and Remuneration Committee pursuant to the provisions of sub section (1) of Section 178 of Companies Act, 2013. Pursuant to subsection (3) of Section 178 of Companies Act, 2013 the Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of a Director and recommended to the Board the policy, relating to the remuneration of directors, key managerial personnel and other employees.

20) Particulars of Loans, Guarantees or Investments:

There were no loans, guarantee or investments made by the Company under section 186 of the Companies Act, 2013 during the year under review and hence the said provisions are not applicable.

21. Material Changes and Commitments affecting the Financial Position of the Company:

Post closure of the financial year, the Company received a request from the Board of Softlink Global Private Limited (Transferee Company 1) for withdrawal of the proposed merger, citing continued delays in implementation. Pursuant to the same, the Board of the Company, at its meeting held on 12th July 2025, resolved to withdraw the merger and amalgamation application filed with BSE except this there were no material changes and commitments affecting the financial position of the Company between the financial year of the Company to which the financial statements relate and the date of the report

22) Auditors:A. Statutory Auditor:

M/S D. R. Mehta & Associates, Chartered Accountants, (having FRN 106207W) were appointed as a Statutory Auditor of the Company to hold office until the Conclusion of the of Annual General Meeting to be held in the Financial Year 2026.

The report given by the auditors on the financial statements of the company is part of Annual Report. There was no qualifications, reservations or adverse remarks made by the Statutory Auditors of the Company there report is self-explanatory and does not call for further information by the Board.

B. Secretarial Auditor:

In terms of Regulation 24A read with other applicable provisions of the SEBI Listing Regulations and applicable provisions of the Companies Act, 2013, the Company is required to appoint Secretarial Auditors for a period of 5 years commencing FY2025-26, to conduct the secretarial audit of the Company in terms of Section 204 and other applicable provisions of the Companies Act, 2013 read with Regulation 24A and other applicable provisions of the SEBI Listing Regulations.

For identification of Secretarial Auditor, the Management of the Company had initiated the process and had detailed interactions with certain eligible audit firms and assessed them against a defined eligibility and evaluation criteria.

As part of the assessment, the Management also considered the eligibility and evaluated the background, expertise and past performance of M/s HD and Associates as the Secretarial Auditors of the Company from 2019 till date.

The Management presented the outcome of the assessment to the Audit Committee of the Board.

The Audit Committee considered the findings of the Management and recommended to the Board, the appointment of M/s. HD and Associates as the secretarial auditors of the Company for a period of five years commencing from the conclusion of the ensuing 42nd Annual General Meeting scheduled to be held on 23rd September, 2025, through the conclusion of 46th Annual General Meeting of the Company to be held in the year 2030, for conducting secretarial audit of the Company for the period beginning from FY2025-26 through the FY2029-30.

The Board considered the recommendation of the Audit Committee with respect to the appointment of M/s. HD and Associates as the Secretarial Auditors of the Company. Based on due consideration, the Board recommends for your approval, the appointment of M/s. HD and Associates as the Secretarial Auditors of the Company for a period of five years commencing from the conclusion of the ensuing 42nd Annual General Meeting scheduled to be held on 23rd September, 2025, through the conclusion of 46th Annual General Meeting of the Company to be held in the year 2030, for conducting secretarial audit of the Company for the period beginning from FY2025-26 through FY2029-30.

The Secretarial Audit Report confirms that the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances. The Secretarial Audit Report is provided as Annexure-II to this Report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks or disclaimers.

The above proposal and related information forms part of the Notice of the AGM and is placed for your approval.

23) Reporting of Fraud by Auditors:

There have been no instances of fraud reported by the Auditors u/s 143 (12) of the Companies Act, 2013 and rules framed thereunder either to the Company or to the Central Government.

24) Listing with Stock Exchanges:

Your Company is listed with the BSE Limited and the Company has paid the listing fees to Bombay Stock Exchange.

25) Internal Control Systems and their Adequacy:

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

The internal auditor of the Company checks and verifies the internal control and monitors them in accordance with policy adopted by the Company. Even through this non-production period the Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

26) Maternity Benefits:

Your Company is committed to upholding the rights and welfare of its women employees. During the year under review, the Company continued to comply with the provisions of the Maternity Benefit Act, 1961, as amended from time to time.

The Company provides maternity benefits to eligible female employees, including paid maternity leave, nursing breaks, and other necessary facilities, in accordance with the law. The Company also supports a conducive and inclusive workplace environment to ensure the health, safety, and dignity of women employees during and after maternity.

27) Meetings of Committees of the Board:

The Board has constituted necessary Committees pursuant to the provisions of Companies Act, 2013, rules framed thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with Stock Exchanges. The Committees of the Board held by company are Audit Committee, Stakeholders'' Relationship Committee, Nomination and Remuneration Committee. The details about Committee Meetings are given below:

Sr. No.	Particulars	No. of Meetings held
1.	Audit Committee	4
2.	Stakeholder''s Relationship Committee	1
3.	Nomination & Remuneration Committee	1

29) Particulars of Employees:

The disclosures required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure - III and form an integral part of this report.

Further, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits as set out in the Rule 5(2) and 5(3) of the aforesaid rules, is maintained and forms part of this report. However, in terms of first proviso to Section 136(1) of the Act, the Annual Report and Accounts are being sent to the members and others entitled thereto, excluding the aforesaid information. The aforesaid information is available for inspection by the members. Any member interested in obtaining a copy thereof, may write to the Company Secretary [email protected].

30) Whistle Blower:

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in conformation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behaviour. This Policy is available on the Company''s website [email protected].

31) Corporate Governance:

The Company has complied with the Corporate Governance requirements under the Companies Act, 2013 and as stipulated under the Listing Regulations, 2015. A separate section on Corporate Governance under the Listing Regulations, 2015 along with a certificate from the auditors confirming the compliance, is annexed in this Annual Report.

32) Share Capital:

The Authorised share capital of the Company is INR. 50,00,00,000/- (Indian Rupees Fifty Crores) divided into 5,00,00,000 (Five Crore) Equity shares of INR. 10/- (Indian Rupees Ten) each.

The issued, subscribed and Paid up capital of the Company is INR.3,71,00,000/- (Indian Rupees Three Crore Seventy One Lakh) divided into 37,10,000 (Thirty Seven Lakhs Ten Thousand) Equity shares of INR.10/-(Indian Rupees Ten) each.

33) Business Responsibility Report:

Pursuant to Regulation 34 of the Listing Regulations, 2015, Business Responsibility Report is not applicable to our Company.

34) Compliance with Secretarial Standards:

The Company has been in compliance with the applicable Secretarial Standards during the Financial Year 2024-2025.

35) Disclosure under Sexual Harassment Act:

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at work place with a mechanism of lodging complaints, Redressal for the benefits of its employees. Your Company is committed to create and provide an environment free from discrimination and harassment including Sexual Harassment for all its employees.

The following is a summary of sexual harassment complaints received and conclusively handled during the year 2024-25:

Particulars	No of Complaints
Number of complaints received	NIL
Number of complaints disposed of	NIL
Number of complaints pending as on end of the financial year	NIL

36) Risk Management Policy:

The Board has been vested with specific responsibilities in assessing of risk management policy, process and system. The Board has evaluated the risks which may arise from the external factors such as economic conditions, regulatory framework, competition etc. The Executive management has embedded risk management and critical support functions and the necessary steps are taken to reduce the impact of risks. The Independent Directors expressed their satisfaction that the systems of risk management are defensible.

37) Equity Shares in the Suspense Account:

During the year under review, and in accordance with the requirement of Regulation 34(3) and Part F of Schedule V to the Listing Regulations, there were no shares transferred to suspense account.

38) Acknowledgement:

Your Company wishes to sincerely thank all the customers, commercial banks, financial institution, Creditors etc. for their continuing support and co-operation.

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Mar 31, 2024

The Directors are pleased to present 41^st Annual report and the Audited Financial Statement for the year ended 31^st March, 2024 together with the Auditor''s Report thereon.

1) FINANCIAL SUMMARY:

INR in Thousand (Except EPS)

Particulars	2023-24	2022-23
Total Income	8320.05	2922.32
Total Expenditure	5058.11	2254.27
Depreciation and Amortization	7.17	20.04
Profit before tax and exceptional items	3261.94	668.04
Exceptional income	--	--
Profit after exceptional items before tax	3261.94	668.04
Taxes(benefit)	674.01	1165.66
Profit after tax	2587.93	-497.62
Other Comprehensive Income / (Loss)	--	--
Net Profit	2587.93	-497.62
Earnings per share (Basic)	0.70	-0.13

2) DIVIDEND:

During the year under review, the Board of Directors has not recommended dividend on the Equity Shares of the Company.

3) TRANSFER TO RESERVES:

The Board of Directors has decided to transfer the entire amount of profit for FY 2023-24 appearing in the Statement of profit and loss to Reserves and Surplus A/c.

4) CHANGES IN THE NATURE OF BUSINESS:

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

5) COMPANY''S PERFORMANCE:

The revenue for Current Year was ^ 8320.05 Thousands, higher by 184.71% percent over the previous year''s revenue of ^ 2922.32 Thousands. The profit/ Loss after tax (PAT) attributable to shareholders and non-controlling interests for Current Year is ^2587.93 Thousand and for Previous Year''s net loss after tax was ^497.62 Thousand.

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) CONSERVATION OF ENERGY:

Since the operations of the Company are restricted to IT Services, the provisions of Section 134(3) (m) of the Companies Act, 2013 relating to conservation of energy and technology absorption

do not apply to our Company. Still the Company has taken all the necessary steps to conserve the energy at all levels in the premises of the Company. The wastage of resources is avoided at all possible levels in the Company. No capital investments are done on energy conservation equipment during the reporting period.

B) TECHNOLOGY ABSORPTION:

No technologies are imported by the Company during the period under review so details of absorption, capital expenditure on Research and development are not applicable to the Company.

C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign currency transactions are recorded at the exchange rates prevailing on the date of such transactions.

Monetary assets and liabilities as at the Balance Sheet date are translated at the rates of exchange prevailing at the date of the Balance Sheet. Gain and losses arising on account of differences in foreign exchange rates on settlement/ translation of monetary assets and liabilities are recognized in the Profit and Loss Account.

7) EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31^st March, 2024 is available on the Company''s website at www.hckkventures.com.

8) MANAGEMENT DISCUSSION AND ANALYSIS:

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), the Management''s discussion and analysis is set out as Annexure I forming part of this Annual Report.

9) SUBSIDIARY COMPANY:

The Company does not have any Subsidiary, Joint Venture or Associate Company.

10) RELATED PARTY TRANSACTIONS:

During the year there were no Contracts, Arrangements entered into by the Company with related parties which requires approval by the Audit Committee pursuant to sub section (IV) (4) of Section 177 of Companies Act, 2013 and by the Board of Directors pursuant to Section 188(1) of Companies Act, 2013 hence the Form AOC-2 is not applicable to the Company.

11) REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and fixing their remuneration.

Remuneration policy of the Company is designed to create a high-performance culture. It enables the Company to attract, retain and motivate employees to achieve results. The business model promotes customer centricity and requires employee mobility to address project needs.

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 within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. There were no unpaid or unclaimed deposits as on 31^st March, 2024.

13) CORPORATE SOCIAL RESPONSIBILITY:

The company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135 of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

14) DIRECTORS:

a. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31^st March, 2024, the Company has Four Directors with an optimum combination of Executive and Non-Executive Directors including One women director. The Board comprises of Three Non-Executive Directors, out of which all three are Independent Directors.

The Shareholders at the Extra- Ordinary General Meeting held on 11^th April, 2023 approved the following:

i. Appointment of Mr. Antoo Kallan as a Non-Executive Independent Director with effect from 13^th January, 2023;

ii. Appointment of Mr. Suresh Salian as a Non-Executive Independent Director with effect from 13^th January, 2023;

iii. Appointment of Mrs. Bijal Durgavale as a Non-Executive Independent Director with effect from 13^th January, 2023.

The Shareholders at the Annual General Meeting held on 27^th September, 2023 approved the following:

i. Appointment of Mr. Apurv Bhargava as a Managing Director with effect from 30^th May, 2023;

ii. Appointment of Mr. Apurv Bhargava as a Chief Executive Officer with effect from 25^th August, 2023.

Further Mr. Amit Ramesh Maheshwari resigned from the post of Director with the effect from 16^th November, 2023.

In the opinion of the Board, the Directors appointed during the year possess requisite integrity, expertise, experience and proficiency.

b. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have given their declaration to the Company stating their independence pursuant to Section 149(6) and Regulation 16(1) (b) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015. They have further declared that they are not debarred or disqualified from being appointed or continuing as directors of companies by the SEBI /Ministry of Corporate Affairs or any such statutory authority. In the opinion of Board, all the Independent Directors are persons of integrity and possess relevant expertise and experience including the proficiency.

c. BOARD EVALUATION

The Board has carried out an annual performance evaluation of its own performance, the Directors individually and of its Committees pursuant to the provisions of the Act and the SEBI Listing Regulations.

The Board evaluation was conducted through a structured questionnaire designed, based on the criteria for evaluation laid down by the Nomination, Remuneration and Compensation Committee.

A meeting of Independent Directors was held to review the performance of the Chairman, Non-Independent Director(s) of the Company and the performance of the Board as a whole as mandated by Schedule IV of the Act and relevant provision of SEBI Listing Regulations. The Independent Directors also discussed the quality, quantity and timeliness of flow of information between the Company management and the Board, which is necessary for the Board to effectively and reasonably perform their duties.

The action areas identified out of evaluation process have been discussed and are being implemented.

15) FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

In compliance with the requirements of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has put in place a Familiarization Program for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc.

All new independent directors inducted into the Board attend an orientation program. The details of the training and familiarization program are provided in the Corporate governance report. Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities.

16) MEETINGS OF THE BOARD:

The Board of Directors met Nine (9) times on 30^th May, 2023, 07^th July, 2023, 25^th August, 2023, 18^th September, 2023, 03^rd October, 2023, 25^th October, 2023, 31^st October, 2023, 18^th November, 2023 and 07^th February, 2024 during the Financial Year 2023-24. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Regulation 17 of the Listing Regulations.

17) DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (C) of the Companies Act, 2013 your Directors state that:

(a) In the preparation of Annual Accounts for the year ended on 31^st March, 2024, the applicable accounting standards have been followed and there are not 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 at the end of the financial year on 31^st March, 2024 and the profit and loss of the Company for that period.

(c) The Directors have taken proper and sufficient care for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 2014 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

(d) The Directors have prepared Accounts on going concern basis.

(e) The Directors have laid down internal financial controls to be followed by the Company and that such 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.

18) NOMINATION AND REMUNERATION COMMITTEE:

The Board had constituted Nomination and Remuneration Committee pursuant to the provisions of sub section (1) of Section 178 of Companies Act, 2013. Pursuant to subsection (3) of Section 178 of Companies Act, 2013 the Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of a Director and recommended to the Board the policy, relating to the remuneration of directors, key managerial personnel and other employees.

19) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

There were no loans, guarantee or investments made by the Company under section 186 of the Companies Act, 2013 during the year under review and hence the said provisions are not applicable.

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

During the year under review, the Company submitted a Scheme of Amalgamation to BSE Limited. This scheme involves Softlink Global Private Limited ("First Transferor Company") and Ivolve Holdings Private Limited ("Second Transferor Company") with HCKK Ventures Limited ("Transferee Company"), along with their respective shareholders and creditors, in accordance with Section 230 to 232 and other applicable provisions of the Companies Act, 2013. This application is currently pending for inprinciple approval from BSE Limited. Other than this matter, there have been no significant changes or commitments affecting the financial position of the Company from the end of the financial year to the date of this report.

21) AUDITORS:

A. STATUTORY AUDITOR:

M/S D. R. Mehta & Associates, Chartered Accountants, (having FRN 106207W) were appointed as a Statutory Auditor of the Company to hold office until the Conclusion of the of Annual General Meeting to be held in the Financial Year 2026.

The report given by the auditors on the financial statements of the company is part of Annual Report.

There was no qualifications, reservations or adverse remarks made by the Statutory Auditors of the Company there report is self-explanatory and does not call for further information by the Board.

B. SECRETARIAL AUDITOR:

Pursuant to provisions of Section 204 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 as amended, the Company has appointed M/S. HD AND ASSOCIATES, Practicing Company Secretary, Mumbai, to undertake the Secretarial Audit of the Company for the financial year ended 31^st March, 2025. The Secretarial Audit Report is annexed herewith as Annexure II. The Secretarial Audit Report for the year ended on 31^st March, 2025 does not contain any qualifications, reservations or adverse remarks.

22) REPORTING OF FRAUD BY AUDITORS:

There have been no instances of fraud reported by the Auditors u/s 143 (12) of the Companies Act, 2013 and rules framed thereunder either to the Company.

23) LISTING WITH STOCK EXCHANGES:

Your Company is listed with the BSE Limited.

24) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

The internal auditor of the Company checks and verifies the internal control and monitors them in accordance with policy adopted by the Company. Even through this non-production period the Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

25) MEETINGS OF COMMITTEES OF THE BOARD:

The Board has constituted necessary Committees pursuant to the provisions of Companies Act, 2013, rules framed thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with Stock Exchanges. The Committees of the Board held by company are Audit Committee, Stakeholders'' Relationship Committee, Nomination and Remuneration Committee. The details about Committee Meetings are given below:

Sr. No.	Particulars	No. of Meetings held
1.	Audit Committee	05
2.	Stakeholder''s Relationship Committee	01
3.	Nomination & Remuneration Committee	02

26) COMPOSITION OF COMMITTEE OF BOARD OF DIRECTORS: AUDIT COMMITTEE

1 d	Mr. Suresh Shivanna Saltan - Chairman Non Executive-Independent Director
	Mrs. Bijal Yogesh Durgavale- Member Non Executive- Independent Director
	Mr. Antoo Kochappan Kalian-Member- Non Executive-Independent Director
NOMINATION & REMUNERATION COMMITTEE
	Mr. Suresh Shivanna Salian- Member-Non Executive-Independent Director V m a:m
	Mrs. Bijal Yogesh Durgavale- Member Non Executive- Independent Director
	Mr. Antoo Kochappan Kalian- Chairman-Non Executive-Independent Director
STAKEHOLDERS RELATIONSHIP COMMITTEE
¦	Mr. Apurv Bhargava- Member- Executive Director .
¦*- ¦
	Mrs. Bijal Yogesh Durgavale-Member Non Executive- Independent Director
	Mr. Antoo Kochappan Kalian- Chairman-Non Executive-Independent Director

27) PARTICULARS OF EMPLOYEES:

The disclosures required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure - III and form an integral part of this report.

Further, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits as set out in the Rule 5(2) and 5(3) of the aforesaid rules, is maintained and forms part of this report. However, in terms of first proviso to Section 136(1) of the Act, the Annual Report and Accounts are being sent to the members and others entitled thereto, excluding the aforesaid information. The aforesaid information is available for inspection by the members. Any member interested in obtaining a copy thereof, may write to the Company Secretary at info@hckkventures. com

28) WHISTLE BLOWER:

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in conformation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behaviour. This Policy is available on the Company''s website www.hckkventures.com.

29) CORPORATE GOVERNANCE:

During the year under review, the provisions of Corporate Governance under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company.

30) SHARE CAPITAL:

During the year under review the Company has increased Authorised Share capital of the Company from INR. 5,00,00,000/- (Indian Rupees Five Crores Only) divided into 50,00,000 (Fifty Lakhs) Equity Shares of INR. 10/- (Indian Rupees Ten Only) each to INR. 50,00,00,000/- (Indian Rupees Fifty Crores Only) divided into 5,00,00,000 (Five Crore) Equity Shares of INR. 10/- (Indian Rupees Ten) each.

The present Authorised Share Capital of the company is INR. 50,00,00,000 (Rupees Fifty Crores Only) divided into 500,00,000 (Five Crores) Equity Shares of INR. 10/- (Indian Rupees Ten Only).

The Issued, Subscribed and Paid-up capital of the Company is INR. 3,71,00,000/- (Indian Rupees Three Crores Seventy-One Lakhs Only) divided into 37,10,000 (Thirty-Seven Lakhs Ten Thousand) Equity Shares of INR. 10/- (Indian Rupees Ten) each.

31) BUSINESS RESPONSIBILITY REPORT:

Pursuant to Regulation 34 of the Listing Regulations, 2015, Business Responsibility Report is not applicable to our Company.

32) COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year the Company has been in compliance with the applicable Secretarial Standards.

33) DISCLOSURE UNDER SEXUAL HARASSMENT ACT:

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at work place with a mechanism of lodging complaints, Redressal for the benefits of its employees. Your Company is committed to create and provide an environment free from discrimination and harassment including Sexual Harassment for all its employees.

The following is a summary of sexual harassment complaints received and conclusively handled during the year 2023-24:

Particulars	No of Complaints
Number of complaints received	NIL
Number of complaints disposed off	NIL
Number of complaints pending as on end of the financial year	NIL

34) RISK MANAGEMENT POLICY:

The Board has been vested with specific responsibilities in assessing of risk management policy, process and system. The Board has evaluated the risks which may arise from the external factors such as economic conditions, regulatory framework, competition etc. The Executive management has embedded risk management and critical support functions and the necessary steps are taken to reduce the impact of risks. The Independent Directors expressed their satisfaction that the systems of risk management are defensible.

35) ACKNOWLEDGEMENT:

Your Company wishes to sincerely thank all the customers, commercial banks, financial institution, Creditors etc. for their continuing support and co-operation.

For And on Behalf of the Board of Directors HCKK Ventures Limited

Sd/- Sd/-

Mr. Apurv Bhargava Mr. Antoo Kallan

Managing Director Director

Place: Mumbai Date: 31^st July, 2024

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Mar 31, 2015

Dear Members,

The Directors of Your Company are pleased to present the 32nd Annual Report together with the Audited Accounts of the company for the financial year ended on 31st March 2015.

FINANCIAL RESULTS:

The Financial results of the company are summarized as under:-

(Rs. in Lacs)

PARTICULARS Year Ended Year Ended March 31, March 31, 2015 2014

INCOME FROM OPERATIONS

Revenue From Operations 151.71 NIL

Other Operating Revenue 0.02 12.37

Total Income From Operations 151.73 12.37

EXPENDITURE

Purchase of Stock-in-Trade 121.71 NIL

Employee Benefit Expenses 4.44 2.20

Depreciation and Amortization Expenses 1.10 1.10

Rent Expenses 1.80 NIL

Other Expenses 18.61 3.26

Total Expenses 147.66 6.56

PROFIT/(LOSS) BEFORE TAX 4.07 5.81

Less:

Provision for Tax 1.23 2.00

PROFIT/(LOSS) AFTER TAX 2.84 3.81

Brought Forward From Previous Years 10.05 21.39

Less: Transfer to Special Reserve 0.57 0.76

Less: Capitalization of Reserve NIL 20.00

BALANCE CARRIED TO BALANCE SHEET 12.88 10.05

RESULT OF OPERATIONS AND STATE OF AFFAIRS

The Year gone by has been a good year with company closing on a profitable note. The total Income of the company for the year under review is Rs. 151.73 Lacs. The Profit before Tax stood at Rs. 4.07 Lacs and Profit After Tax stood at Rs. 2.84 Lacs. Trading in Fabrics and Interest Income from the financing of Project & Advances has continued to yield good results. Your Directors are glad to inform you that financial year 2014-2015 has been a successful year for the company.

DIVIDEND

Your directors regret to inform you that we do not recommend any dividend for the year to strengthen the position of the company.

DIRECTORS

Mr. Uday Gherwada & Mr. Bhargav Shah has been appointed on the Board on 22nd September, 2014 and Ms. Priya Shetty has been appointed on the Board on 1st November, 2014 as Additional Director. As per the provisions of Companies Act, 2013 All the Additional Director are to be regularized in the forthcoming Annual General Meeting of the Company.

Mr. Uday Gherwada is proposed to be appointed as Independent Director for the terms of 5 year and Mr. Bhargav Shah is proposed to be appointed as Executive Director from the Conclusion of 32nd Annual General Meeting of the Company. Mr. Bhargav Shah Also appointed as CFO of the Company by the Board on its meeting held on 29th January, 2015. Your approval is sought for their appointment as detailed in the Notice convening the Meeting.

Ms. Priya S Shetty, who was appointed as an Additional Director on the Board is proposed to be resigned from the board in the 32nd Annual General Meeting due to her pre-occupation. Board appreciate her contribution during his tenure and association with the Company. Also the Company doesn't received any notice under section 160(1) proposing her candidature as Director. Your approval is sought for their appointment as detailed in the Notice convening the Meeting.

Due to the resignation of Ms. Priya Shetty from the Board, Company has to appoint one Women Director on the Board as per the provision of Companies Act, 2013. The Board has decided to appoint Mrs. Rani Ajay Jha with effect from 32nd Annual General Meeting, as an Independent Woman Director. Your approval is sought for their appointment as detailed in the Notice convening the Meeting.

Mr. Kailash jangid was appointed on the Board of the Company as Managing Director & CEO on its meeting held on 29th January, 2015, with effect from 1st December, 2014 subject to your approval in 32nd Annual General Meeting of the Company at the remuneration recommended by the nomination and remuneration committee and approved by the Board. Your approval is sought for their appointment as detailed in the Notice convening the Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed in Section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

As required under Clause 49 of the Listing Agreement with the Stock Exchange, the information on the particulars of the Directors proposed for appointment/ re-appointment has been given in the Notice of the Annual General Meeting.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and Shareholder Grievance Committee.

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 or renewed any fixed deposits during the year.

LOANS. GUARANTEES AND INVESTMENTS

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 (the Act) are given in the notes to the Financial Statements. (Not applicable being a Non-Banking Finance Company.

ALTERATION IN PAID-UP SHARE CAPITAL

During the year Company has made a preferential allotment of 22,55,000 Equity shares of Rs. 10/- each on 6th may, 2014 and 7,45,000 Equity shares of Rs. 10/- each on 18th September, 2014.

The issued, subscribed and paid up share capital of the Company as on 31st March, 2015 stood at Rs. 3,40,00,000/- Comprising of 34,00,000 Equity shares of Rs. 10/- Each.

MEETINGS OF THE BOARD

During the year under review, Nine meetings of the Board of Directors were held as against the minimum requirement of four meetings. Board meetings were held on6th May, 2014; 22nd July, 2014; 18th September, 2014; 22nd September, 2014; 29th September, 2014; 16th October, 2014; 29th October, 2014; 01st November, 2014 & 29th January, 2015 . The Thirty First Annual General Meeting was held on 14th August, 2014. The maximum time gap between any two consecutive meetings did not exceed 120 days.

PARTICUALRS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report.

In terms of the provisions of Section 197(12) of the Companies Act, 2013, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report.

Having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013 and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered address of the company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The full annual report including the aforesaid information is being sent electronically to all those members who have registered their email addresses and is available on the company's website.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 and Clause 49(III)(D)(4)(a) of the listing agreement with Stock Exchanges in the preparation of the annual accounts for the year ended on March 31,2015 and state that :

(i) That in the preparation of the accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures; if any;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 Profit of the Company for the year under review;

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

(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2015 on a Rs. going concern' basis.

(v) The director have laid down internal financial control to be followed by the company and the such internal controls are adequate and are operating effectively; and

(vi) There is proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AUDITORS:

Statutory Auditor

At the Thirty First Annual General Meeting held on 14th August, 2014, M/s. Motilal & Associates, Chartered Accountants, Mumbai, were appointed as the Statutory Auditors of the Company to hold office from the conclusion of that AGM until the conclusion of the 5th Consecutive Annual General Meeting to be held thereafter (subject to ratification of the appointment by the Members at every AGM held after that AGM).

In terms of the first proviso to Section 139 of the Act read with the Rule 3(7) of Companies (Audit and Auditors) Rules, 2014, the appointment of the auditor shall be subject to ratification by the Members at every annual general meeting till the expiry of the term of the Auditor. Accordingly, the appointment of M/s. Motilal & Associates, Chartered Accountants, Mumbai, as the Statutory Auditors of the Company, is placed for ratification by the Members.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed VKM and Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith marked as Annexure II to this Report. The Secretarial Audit Report does not contain any qualification, reservations or adverse remark.

The notes on financial statement referred to in the Auditor's Report are self-explanatory and do not call for any further Comments. The auditor's report does not contain any qualification, reservation and adverse remark.

DISCLOSURES

Audit Committee

The Board of Director of the Company at its meeting held on 29th January, 2015 reconstitute the Audit Committee of the Company. The Audit Committee comprises of Mr. Rajesh Agarwal(Chairman), Mr. Kailash Jangid and Mr. Uday Gherwada as other members. The Audit Committee played an important role during the year. It coordinated with the Statutory Auditors, Internal Auditors and other key personnel of the Company and has rendered guidance in the areas of internal audit and control, finance and accounts. All the recommendations made by the Audit Committee were accepted by the Board. Four meetings of the Audit Committee were held during the year.

Nomination & Remuneration Committee

The Nomination and Remuneration Committee recommends to the Board the suitability of candidates for appointment as Key Managerial Personnel, Directors and the remuneration packages payable to them and other employees. The Nomination and Remuneration Committee met Three times during the year.

Shareholders/Investor Grievance Committee

During the year Board of Director of the Company at its meeting held on 29th January, 2015 constitute the Shareholders/ Investor Grievance Committee comprise of Mr Rajesh Agarwal as a chairman, Mr. Kailash jangid & Ms. Priya shetty as other member of the Committee. There is no complaints notice during the year.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and that the provisions of Section 188 of the Companies Act 2013 are not attracted. Thus, disclosure in form AOC-2 is not required. Further, there are no materially significant related party transactions made by the Company with Promoters and Directors or other designated persons which may have a potential conflict with the interest of the Company at large.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure I.

RISK MANAGEMENT POLICY

The Company follows a proactive risk management policy, aimed at protecting its assets and employees while at the same time ensuring growth and continuity of its business. The Company has put in place adequate risk identification, risk management and mitigation processes to keep any such trade-off at bay. Regular updates are made available to Board at the Board Meetings and in special cases on ad-hoc basis.

Nevertheless, there are certain fundamental risks glued to lending business such as Credit Risk, Business/Market Risk and Operational Risks. The Company has instituted clear strategies to mitigate these:

Credit Risk

The Company maintains a well-diversified and balanced credit portfolio with a low risk profile, wherein the entire loan book is fully collateralized and spread across sectors and lending segments. Selection of borrowers after thorough screening of creditworthiness and then exhaustive credit appraisal mitigates the credit risk to the bare minimum. Credit risk does not end at good pre-sanction appraisal. To maintain the asset quality throughout the tenor of the loan, and to avoid delinquencies, the post disbursement monitoring of the loan account is equally important. The Company continues to monitor credit exposure post disbursement through a very active monitoring mechanism via dedicated teams, in both the business verticals, to ensure end use of funds lent, maintenance of asset financed, monitoring continuity/ progress of project/business underwritten and timely recovery of principal and interest.

Business Risk

Business risk pertains to bearing of peripheral factors on business profitability and continuity. These risks are basically Interest Rate Risk, Eco-political Risk and Competition Risk. Our Management Committee meets time to time to take stock of the developments in economy, financial markets, including trends in interest rates and its impact on the portfolio. The Company has a dedicated research team, which keeps a constant vigil on the developments in the market and the economy.

Operational Risk

The business model in the Company is such that there are enough checks and balances to ward off any operational risks. The Company has in place systems and procedures that enable monitoring of all activities on a real time basis. All operations are fully computerized, leaving very little scope for human error or intervention. IT architecture / infrastructure put in place ensure seamless operations on a continuing basis. Attrition at the Company is much below the industry average. The Company stringently adheres to regulatory guidelines and proactively prepares for any impending changes

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal controls commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditor report to the Chairman of the Audit Committee of the Board. Internal Auditor monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries.

Based on the report of Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

DISCLOSURE UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT

There were no complaints reported under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to Ahmedhdabad Stock Exchange where the Company's Shares are listed.

Your company has received Listing and trading approval from BSE Limited on 14th July, 2015 (Notice no. 20150714-24 dated July 14, 2015) The Equity Shares of the Company is Listed on BSE Limited w.e.f. 16th July, 2015

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO:

During the year under review, the Company has not carried out any manufacturing activity and hence the Directors have nothing to report under Section 134 (3) (m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 with reference to Conservation of Energy and Technology Absorption. There was no foreign exchange earnings and outgo during the year under review.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and cooperation received from the financial institutions, Banks, Government authorities, customers vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the company's executives, staff and workers.

For and on behalf of the Board of Directors

Kailash Jangid Uday Gherwada Managing Director Director DIN:03377929 DIN:06741691

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Mar 31, 2014

The Shareholders of

SHREENATH INDUSTRIAL INVESTMENT CO. LTD.

The Directors of Your Company are pleased to present the 31st Annual Report together with the Audited Accounts of the company for the financial year ended on 31st March 2014.

FINANCIAL RESULTS:

The Financial results of the company are summarized as under:-

PARTICULARS Year Ended Year Ended March 31,2014 March 31,2013

INCOME

Sales and Other Income Received 12,36,666.66 5,06,027.00

EXPENDITURE

Operating Expenses 5,46,276.00 1,95,884.00

Finance Cost NIL 797.00

Depreciation and Amortization Expenses 1,10,000.00 NIL

Exceptional Items NIL 20215

PROFIT/(LOSS) BEFORE TAX 5,80,390.66 2,89,131.00

Less:

Provision for Tax 2,00,000.00 95,588.00

Provision for Tax for earlier Year NIL NIL

Excess provision for Tax written Back NIL NIL

PROFIT/(LOSS) AFTER TAX 3,80,390.66 1,93,543.00

Brought Forward From Previous Years 21,39,122.84 19,84,289.00

Less: Transfer to Special Reserve 76,078.13 33,709.27

Less: Capitalization of Reserve 20,00,000.00 NIL

BALANCE CARRIED TO BALANCE SHEET 10,04,650.77 21,39,122.00

BUSINESS REVIEW

The Year gone by has been a good year with company closing on a profitable note. The company''s revenue grows to Rs. 1236.66 Million registering a growth in compare to previous year. Your Directors are glad to inform you that financial year 2013-2014 has been a successful year for the company.

DIVIDEND:

Your directors regret to inform you that we do not recommend any dividend for the year due to non availability sufficient Profit.

DIRECTORS

During the year under review there were appointment of one Independent Director in the Company i.e. Mr. Rajesh Agarwal with effect from 10th December, 2013

DEPOSITS:

Your directors report that the Company has not accepted any deposits from the Public, which are covered U/s 58 A of the Companies Act, 1956.

PARTICUALRS OF EMPLOYEES:

No information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is required to be given as none of the employees were in receipt of remuneration in excess of limits specified therein.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed;

(i) That in the preparation of the accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures ;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 Profit of the Company for the year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis.

AUDITORS:

M/s L K M & Co (Chartered Accountants), Statutory Auditors, will retire at the ensuing annual general meeting and M/ s. Motilal & Associates (Chartered Accountants) are being appointment from the conclusion from this Annual General Meeting to the conclusion of next Annual General Meeting. Certificate from the Auditors has been received to the effect that re-appointment, if made, would be within the prescribed limits under section 224 (1B) of the Companies Act, 1956.

Comments of the Auditors in their report and notes forming parts of the Accounts are self explanatory and need no comments.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO:

Since your company does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy, Research and Development and Technology Absorption as prescribed Under the Companies (Disclosure of Particulars under the Board of Directors) Rules, 1988, are not applicable. Also there are no particulars regarding Foreign Exchange earnings and outgo.

Your Director wish to place on record their appreciation and gratitude for the overwhelming co-operation and assistance received from the clients, vendors, investor''s, banks and the Company personnel during the period under review.

Your Director also wish to place on record their appreciation of your whole hearted and continued support, which had always been a source of strength for the company.

For and on behalf of the Board For SHREENATH INDUSTRIAL INVESTMENT CO. LTD.

DATE: - 22nd July, 2014 Rajesh N. Agarwal Deepak mandowara

PLACE: - Mumbai Chairman cum Director Director

DIN No. 02407050 DIN No: 06406616

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Mar 31, 2013

The Members,

The Director have pleasure in presenting their 30th Annual Report together with the audited Statement of Accounts of the company for the year ended 31st March, 2013.

FINANCIAL RESULTS:

Sailent financial parameters during the year under review as compared to the previous year are mentioned below:

(Amounts in Rs)

Particulars 2012-13 2011-12

Total Income 506027 721175

Profit Before Tax 309346 683969

Less: Tax Expenses 95588 215000

Profit after tax, deferred Tax Liablity/FBT 193543 557000

DIVIDEND:

The Directors in their prudence have not recommended payment of any dividend for the year 2012-2013. OPERATIONS:

In view of uncertainties in the financial market, the working of the Company was subdued during the year under review. Your directors are making all efforts for development of new areas of business.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required by Section 217(2AA) of the Companies Act, 1956 the Directors hereby confirm:

1. That in the preparation of the annual accounts, the applicable Accounting Standards have been followed;

2. That the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable so as to give a true and fair view of the state of affairs of the Company and of the Profit of the Company for the financial year ended 31st March, 2012;

3. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The annual accounts have been prepared on a going concern basis.

FIXED DEPOSITS:

During the year under review, the Company has neither invited nor accepted any fixed deposits from the public within the meaning of Section 58A of the Companies Act,

AUDITORS

Ms. Pawan Mandowara & Co., Chartered Accountants, Indore, Auditor of the Company retire at the Conclusion of the ensuing Annual General Meeting, and eligible for re-appointment.

AUDITORS REPORT

The Notes on accounts, referred to in the Auditors'' Report, are self-explanatory and therefore do not call for any further comments under Section 217 (3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES:

Human Resource Development was given thrust by giving emphasis to prepare employees for multi skilling. The Management firmly believes in the concept of Total Quality Management initiatives and the implementation of which would bring about employees cheer both at work place and beyond. The industrial relation seen during the period was harmonious resulting in high level of performance.

There were no employees in the Company who, if employed throughout the financial year or for a part of financial year were in receipt of remuneration, whose particulars are required to be included in the report of Directors in accordance with the provision of section 217(2A) of the Companies Act, 1956.

DISCLOSURE OF PARTICULARS UNDER SECTION 217 (1) (e) OF THE COMPANIES ACTS, 1956

The particulars required to be given as per the Companies (Disclosure of particulars in the Report of the Board of Director''s) Rules 1988 are as under:

A. CONSERVATION OF ENERGY:

Energy Conservation measures adopted:

(i) There is no manufacturing activity in the company.

(ii) All the staff and officers have been advised to save energy.

B. TECHNOLOGY ABSORPTION:

Efforts, in brief, have been made towards Technology absorption, adaptations and innovation and benefit have been derived from this Technology upgradation.

c. FOREIGN EXCHANGE EARNINGS:

CIF Value of Export NIL

D. EXPENDITURE IN FOREIGN CURRENCY:

Value of imports on CIF basis for Goods NIL For other matter NIL

Foreign Travel & Advertisement NIL

SECRETARIAL COMPLIANCE CERTIFICATE:

A copy of Secretarial Compliance Certificate from a practicing Company Secretary as required under Section 383A (1) of the Companies Act, 1956 is attached herewith.

ACKNOWLEDGMENTS

Your Directors acknowledge with gratitude the Co-operation and assistance received from District Trade and Industry Centre and other Govt. Deptt. and employees of the Company. The Management seeks their continued support in future as well to continue on the growth path.

The Directors also wish to place on record their appreciation of the concerted efforts by all employees in extending full support to the Management in implementing various plans for the growth and successfully running the plant of your Company.

Place: Indore For and on behalf of the Board

Date : 21.06.2013 Director

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Mar 31, 2012

The Members,

We have pleasure in presenting the 29th Annual Report together with the audited Statement of Accounts of the company for the year ended 31st March, 2012.

FINANCIAL RESULTS:

The Financial results of the Company are summarised below:

(Amounts in Rs.)

Particulars For the For the year ended year ended 31-03-2012 31-03-2011

Total Income 7,21,175 9,67,938

Profit Before Tax 6,83,969 9,44,951

Less: Tax Expenses Current Tax 2,15,000 3,00,000

Short Provision of Tax for earlier years - 87,951

Profit for the year 4,68,969 5,57,000

DIVIDEND:

The Directors in their prudence have not recommended payment of any dividend for the year ended 31st March, 2012. OPERATIONS:

In view of uncertainties in the financial market, the working of the Company was subdued during the year under review. Your directors are making all efforts for development of new areas of business.

FIXED DEPOSITS:

During the year under review, the Company has neither invited nor accepted any fixed deposits from the public within the meaning of Section 58A of the Companies Act, 1956 or Rules made there under or under Non Banking Financial Companies acceptance of Public Deposits (Reserve Bank) Directions.

The Auditors have issued additional report to the Board of Directors of the Company as required by the Non - Banking Financial Companies Auditor''s Report (Reserve Bank) Directions 2008, which is enclosed herewith.

DIRECTORS:

During the year under review, Mr. Amit S. Mehta was appointed as an Additional Director of the Company with effect from 22nd February, 2012 pursuant to Section 260 of the Companies Act, 1956. He holds the office of Director upto the conclusion of the ensuing Annual General Meeting of the Company. The Company has received notice in writing alongwith the requisite Security Deposit under the provisions of Section 257 of the Companies Act, 1956, from a member proposing his candidature for the office of Director of the Company.

Mr. B. C. Kamdar resigned from the office of Director of the Company with effect from 22nd February, 2012 due to his pre- occupation. The Board of Directors place on record its appreciation for the valuable guidance and co-operation extended to the Company by the outgoing Director.

During the year, Mr. G. N. Shenoy retires by rotation and being eligible, offers himself for re-appointment. The Board of Directors recommends his re-appointment.

PARTICULARS OF EMPLOYEES:

There was no employee employed throughout the financial year or part thereof, whose details are required to be mentioned as per sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required by Section 217(2AA) of the Companies Act, 1956 the Directors hereby confirm:

1. That in the preparation of the annual accounts, the applicable Accounting Standards have been followed;

2. That the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable so as to give a true and fair view of the state of affairs of the Company and of the Profit of the Company for the financial year ended 31st March, 2012;

3. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO [Section 217 (1)(e)]:

a. Conservation of Energy: The Company will take all reasonable measures to save the electricity.

b. Technology Absorption: The activities of the Company do not involve technology absorption and research and development.

c. Foreign Exchange Earnings: NIL

d. Foreign Exchange Outgoing: NIL SECRETARIAL COMPLIANCE CERTIFICATE:

A copy of Secretarial Compliance Certificate from a practicing Company Secretary as required under Section 383A (1) of the Companies Act, 1956 is attached herewith.

AUDITORS:

M/s. J. G. Verma & Co., Chartered Accountants, Mumbai retire as Statutory Auditors of the Company at the conclusion of the ensuing Annual General Meeting, and being eligible offer themselves for re-appointment. You are requested to consider their re-appointment.

For and on behalf of the Board For SHREENATH INDUSTRIAL INVESTMENTS COMPANY LTD.

Sd/- Sd/-

G. N. SHENOY BABU A. DEVADIGA DIRECTOR DIRECTOR

Place: Mumbai Date : 18th May, 2012

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Mar 31, 2011

The Members,

We have pleasure in presenting the 28th Annual Report together with the audited Statement of Accounts of the company for the year ended 31 March, 2011.

FINANCIAL RESULTS:

The Financial results of the Company are summarised below:

(Amounts in Rs.)

Particulars For the year ended For the year ended 31-03-2011 31-03-2010

Total Income 9,67,938 1,68,830

Profit Before Tax 9,44,951 1,52,646

Less: Provision for Taxation 3,00,000 30,000

Profit after Tax 6,44,951 1,22,646

Less: Prior Period Adjustments 87,951 -

Profit after Tax and Adjustments 5,57,000 1,22,646

Add: Profit brought forward from last year 11,63,514 10,65,397

17,20,514 11,88,043

Less: Transfer to Special Reserve Fund 1,11,400 24,529

Balance Profit carried to Balance Sheet 16,09,114 11,63,514

DIVIDEND:

The Directors in their prudence have not recommended payment of any dividend for the year ended 31 March, 2011.

FIXED DEPOSITS:

The Company has neither invited nor accepted any fixed deposits from the public during the year within the meaning of Section 58A of the Companies Act, 1956 or Rules made there under or Non Banking Financial Companies acceptance of Public Deposits (Reserve Bank) Directions.

The Auditors have issued additional report to the Board of Directors of the Company as required by the Non - Banking Financial Companies Auditor''s Report (Reserve Bank) Directions 2008, which is enclosed herewith.

DIRECTORS:

During the year, Mr. Babu A. Devadiga retires by rotation and being eligible, offers himself for re-appointment. The Board of Directors recommend his re-appointment.

PARTICULARS OF EMPLOYEES:

There were no employees employed throughout the financial year or part thereof, whose details are required to be mentioned as per sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required by Section 217(2AA) of the Companies Act, 1956 the Directors hereby confirm:

1. That in the preparation of the annual accounts, the applicable Accounting Standards have been followed;

2. That the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable so as to give a true and fair view of the state of affairs of the Company and of the Profit of the Company for the financial year ended 31 March, 2011;

3. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO [Section 217 (1)(e)]:

a. Conservation of Energy: The Company will take all reasonable measures to save the electricity.

b. Technology Absorption: The activities of the Company do not involve technology absorption and research and development.

c. Foreign Exchange Earnings: NIL

d. Foreign Exchange Outgoing: NIL SECRETARIAL COMPLIANCE CERTIFICATE:

A copy of Secretarial Compliance Certificate from a practicing Company Secretary as required under Section 383A (1) of the Companies Act, 1956 is attached herewith.

AUDITORS:

M/s. J. G. Verma & Co., Chartered Accountants, Mumbai retire at the conclusion of the ensuing Annual General Meeting, and being eligible offer themselves for re-appointment. You are requested to consider their re-appointment.

For and on behalf of the Board of Directors For SHREENATH INDUSTRIAL INVESTMENTS COMPANY LTD.

Sd/- Sd/-

G N. SHENOY BABU A. DEVADIGA

Place: Mumbai DIRECTOR DIRECTOR

Date : 19th May, 2011