Dear Members,

The Directors are pleased to present the 23nd Annual Report of your Company together with the Audited Statement of Accounts and the Auditors’ Report of your company for the financial year ended, 31st March, 2018. The summarized financial results for the year ended 31st March, 2018 are as under:

FINANCIAL HIGHLIGHTS

I. Consolidate Financial Information :

(Rs. In Lacs)

II Standalone Financial Information:

(Rs. In Lacs)

1. OVERVIEW OF COMPANY’S FINANCIAL PERFOMANCE

The Profit after Tax for the current year is Rs. 119.12. The growth in profit is mainly driven by increase in net revenue from operations during the year. The Company has invested Rs. 1,00,000/- in Wholly Owned Subsidiary Company i.e. Inventure Developers Private Limited.

2. CHANGE IN NATURE OF BUSINESS

During the previous year the company has made alterations in object by diversification in the present activities of the company by passing a special resolution dated 13/04/2018 through Postal ballot as per section 110 of companies act 2013.

3. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are is material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year 2017-18 and the date of this report.

Company have incorporated “Inventure Developers Private limited”, wholly owned subsidiary. The Company has invested Rs. 1,00,000/- in Wholly Owned Subsidiary Company i.e. Inventure Developers Private Limited.

4. SHARES

Company has not issued any bonus Shares, securities with Differential Voting Rights, any SWEAT Equity, any Employee Stock Option or any preferential issue of Warrants or Convertible into Equity Shares along with your Company has not brought back any securities from Market.

5. CONSOLIDATED ACCOUNTS

The Consolidated Financial Statements of your Company for the financial year 2017-18 are prepared in compliance with applicable provisions of the Companies Act, 2013 read with the Rules issued there under, applicable Accounting Standards and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the “Listing Regulations”). The consolidated financial statements have been prepared on the basis of audited financial statements of your Company, its subsidiaries and associate companies, as approved by the respective Board of Directors.

6. SUBSIDIARIES

A separate statement containing the salient features of financial statements of all subsidiaries of your Company forms part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. The financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Sundays and public holidays up to the date of the Annual General Meeting (‘AGM’) as required under Section 136 of the Companies Act, 2013.

Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of your Company. The financial statements including the consolidated financial statements, financial statements of subsidiaries and all other documents required to be attached to this report have been uploaded on the website of your Company (www.inventuregrowth.com)

Company have incorporated “Inventure Developers Private limited”, wholly owned subsidiary. The Company has invested Rs. 1,00,000/- in Wholly Owned Subsidiary Company i.e. Inventure Developers Private Limited.

The financial performance of each of the subsidiaries included in the consolidated financial statements of your Company is set out in the Annexure A as AOC-1 to this Report. Additional details of the performance and operations of the subsidiaries along with details of the restructuring and investments made by your Company are set out in the Management Discussion and Analysis which also forms part of this report.

7. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms an integral part of this report and gives details of the overall industry structure, economic developments, performance and state of affairs of your Company’s various businesses viz., risk management systems and other material developments during the financial year 2017-18.

8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

In connection with the Show Cause Notice dated 30/06/2016 under Section 11(1), 11(4), 11A and 11B of SEBI Act,1992 in the matter relating to public issue received from SEBI, the Company has received further Notice on 31/10/2017 under Rule 4(1) of SEBI (Procedure for Holding Inquiry and imposing penalties by adjudicating Officer) Rules, 1995 read with Section 151 of the SEBI Act, 1992 and written submission pursuant to personal hearing held on 30/10/2017 was filed with SEBI on 10/11/2017.

The Company has received letter dated 06/06/2018 from Registrar of Companies (ROC) under section 206(4) of the Companies Act, 2013 for furnishing of information in respect of Initial Public offer and the Company has filed detailed submission along with relevant information and documents on 21/06/2018.

No significant and/ or material orders were passed by any regulator or court or tribunal impacting the going concern status and the Company’s operation in future.

9. TRANSFER TO RESERVE

During the year under review, no amount was transferred to General Reserve.

10. DIVIDEND

The strength of the Company lies in identification, execution and successful implementation of business projects. To strengthen the long term prospectus and sustainable growth in assets and revenue, it is important for the company to evaluate various opportunities in the different business vertical in which Company operates.

The Board of Directors considers this to be in the strategic interest of the company and believe that this will greatly enhance the long term shareholder value. The Company expects better results for the coming year. In order to fund this development and implementation projects, conservation of fund is of vital importance. Therefore, your Directors do not recommended any dividend for the financial year 2017-18.

11. CORPORATE GOVERNANCE REPORT

The detailed report on Corporate Governance as stipulated under Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms Part to this report together with a Certificate from the Statutory Auditors of the Company confirming compliance is annexed as Annexure-C to this report.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri Kamlesh S. Limbachiya, Whole Time Director, is liable to retire by rotation at the ensuing AGM pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of your Company and being eligible have offered himself for re-appointment. Appropriate resolution for his re-appointment is being placed for your approval at the ensuing AGM. The brief resume of the Directors and other related information has been detailed in the Notice convening the 23nd AGM of your Company. Your Directors recommend his re-appointment as Whole Time Director of your Company.

During the year under review, there is change in the Board of Directors of the Company

Shri Kanji B. Rita is Re-appointed as a managing director for a period of 3years with effect from 13th August 2018 to 12th August 2021 and Mr. Meet K. Rita is appointed as Whole Time Director of the Company for a period of 3 Years w.e.f. 21st August 2018 to 20th August 2021.

Shri Nagji K. Rita, Non-Executive Director has resigned from the Company w.e.f 4th August 2018.

The Independent Directors of your Company hold office up to 31st March, 2019 and are not liable to retire by rotation.

Shri Kanji B. Rita, Chairman & Managing Director and Shri Kamlesh S. Limbachiya, Whole Time Director, Mrs. Bhavi Gandhi, Company Secretary and Mr. Arvind Gala, CFO are the Key Managerial Personnel of your Company in accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

13. DISCLOSURE RELATING 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 Companies Act, 2013 and Regulation 19 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force), The salient aspects covered in the Nomination and Remuneration Policy has been outlined in the Corporate Governance Report which forms part of this report.

The Managing Director & Whole Time Director of your Company does not receive remuneration from any of the subsidiaries of your Company.

14. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3) (c) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), the Directors of your Company confirm that:

(a) In the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable Accounting Standards and Schedule III of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31st March, 2018 and of the profit and loss of the Company for the financial year ended 31st March, 2018;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force) for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a ‘going concern’ basis;

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

(f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

15. DECLARATION GIVEN BY INDEPENDENT DIRECTOR:

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Section 149(6) of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Regulation 16(1) (b) of Listing Regulations (including any statutory modification(s) or reenactments) for the time being in force).

16. EVALUATION OF BOARD’S PERFORMANCE:

Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued there under and the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force), the process for evaluation of the annual performance of the Directors/ Board/ Committees was carried out. The criteria applied in the evaluation process are detailed in the Corporate Governance Report which forms part of this report.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process based on the recommendation of the Nomination & Remuneration Committee

17. NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES

During the financial year 2017-18 the Board met for 4 times and there were 4 Audit committee Meetings held. The details of the meetings of the Board of Directors and its Committees, convened are given in the Corporate Governance Report which forms a part of this report.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

The Company has complied with the Secretarial Standard as issued by the ICSI.

18. AUDITORS AND AUDITORS’ REPORT

A. STATUTORY AUDITORS

M/s PHD & Associates, Chartered Accountants having firm Registration No.11236W were re-appointed at the 20th Annual General Meeting held on 24th September, 2015 as the statutory auditors of the Company to hold office until the conclusion of Annual General Meeting to be held in the calendar year 2020 subject to ratification by the members in every Annual General Meeting .The Company has received a letter from the auditors to the effect that their re-appointment, to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting, if made, would be within the prescribed limits under section 141(3)(g) of the Companies Act, 2013, they fulfill the criteria provided in Section 141 of the Companies Act, 2013 and are not disqualified for their re-appointment.

B. INTERNAL AUDITORS

The Company continues to engage SHAH & RAMAIYA CHARTERED ACCOUNTANTS as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the governance and operations.

Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

C. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed D. M. Zaveri & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as Annexure-B. There was no qualification, reservation or adverse remarks made by either by the auditor in their respective report for the financial year ended 31st March 2018

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

There was no qualification, reservation or adverse remarks made by either by the auditor in their respective report for the financial year ended 31st March 2018.

There was no qualification, reservation or adverse remarks made by secretarial auditor in their report for the financial year ended 31st March 2018.

20. COMMITTEES OF THE BOARD

There are currently four committees of the board, as indicated below:

1. Audit committee

2. Nomination and Remuneration committee

3. Stakeholder Relationship committee

4. Corporate Social Responsibility Committee

Details of all the committees, along with their charters, composition and meeting held during the year are provided in the report on corporate governance forms part of the Annual Report

21. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return as on 31st March, 2018 in Form MGT - 9 in accordance with Section 92(3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, are set out herewith as Annexure D to this report.

22. LOANS, GUARANTEE AND INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT, 2013

Details of loans, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on 31st March, 2018, are set out in Note no. 13 & 29 to the Standalone Financial Statements forming part of this report.

Company have incorporated “Inventure Developers Private limited”, wholly owned subsidiary. The Company has invested Rs.1,00,000/- in Wholly Owned Subsidiary Company i.e. Inventure Developers Private Limited.

23. PARTICULARS OF CONTRACT AND ARRANGEMENT UNDER SECTION 188

All related party transections that were entered into during the financial year were on arm’s length basis and were in ordinary course of the business and that the provisions of section 188 of the Companies act 2013 are not attracted. Thus disclosure in form AOC-2 is not required refer note-31 of Balance sheet. Further, there are not materially significant related party transections made by the company with promoters, key managerial personal or other persons which may have potential conflict with interest of the company.

The policy on the materiality of the related party transection and also on dealing with the related party transections as approved by the audit committee and board of directors is available on the web link www.inventuregrowth.com

24. VIGIL MECHANISM

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. Your Company has an ethics employees can raise concerns regarding any discrimination, harassment, victimization, any other unfair practice being adopted against them or any instances of fraud by or against your Company directly to the Chairman.

Any incidents that are reported are investigated and suitable action taken in line with the whistle blower policy. The Whistle Blower Policy is also available on your Company’s website (www.inventuregrowth.com)

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

Pursuant to Section 135 of the Companies Act, 2013 and the relevant rules, the Board has constituted Corporate Social Responsibility (CSR) Committee under the Chairmanship of Mr. Bharat P. Shah, Independent Director. The other members of the Committee are Mr. Nagji B. Rita and Mr. Kamlesh S. Limbachiya. The Board of Directors, based on the recommendations of the Committee, formulated a CSR Policy. The detailed CSR Policy is available on web link www.inventuregrowth.com Annual report on CSR as required under Companies (Corporate Social Responsibility Policy) Rules 2014.

The Company confirms that the implementation and monitoring of the CSR Policy is in compliance with the CSR objectives and Policy of the Company. Implementation by the company on its corporate social responsibility initiatives are Annexure- E in this Report.

26. FAMILIARIZATION PROGRAMME

The Company has conducted various sessions during the financial year to familiarize independent Directors with the Company, their roles, responsibilities in the Company, and the technology and the risk management system of the Company. Further, the Directors are encouraged to attend to the training programs being organized by various regulators/bodies/institutions on above matters.

27. LISTING OF SECURITIES

The Equity Shares of the Company are presently listed on BSE Limited, National Stock Exchange of India Limited and Metropolitan Stock Exchange of India. The Annual Listing Fee for the year 2017-18 has been duly paid to the stock exchange.

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

The particulars required by the Section 134(3)(m) of the Companies Act, 2013 (“the Act”) read with rule 8 (3) of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption have not furnished considering the nature of activities undertaken by the Company during the year under review.

Foreign Exchange Earning and Outgo

Your Company has no foreign exchange earnings and outgo.

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

The Company’s Policy relating to appointment of Directors, payment of Managerial remuneration, including criteria for determining Directors’ qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure- F and is attached to this report.

30. RISK MANAGEMENT POLICY

The company has devised and implemented a mechanism for Risk management and has developed a risk management policy. The policy work towards creating a risk register, identifying internal and external and implementing risk mitigating steps. The committee will, on quarterly basis, provides status update to the board of directors of the company.

In line with the new regulatory requirement, the company has formally framed a risk management policy to identify and assess the key risk area, monitor and report compliance and effectiveness of the policy and procedures.

31. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure- G.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended is not applicable to the Company as there was no employee drawing remuneration of Rs. 102 lakh per annum or Rs. 8.5 lakh per month during the year ended March 31, 2018.

The Company has not paid any remuneration to its Non-Executive Directors, except sitting fees for attending the meetings of the Board and Committee thereof during the FY 2017-18. The details of the same are provided in the corporate governance Report forms part of the Annual Report.

32. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the sexual harassment of women at the workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal complaints committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year 2017-18, no complaints were received by the Company related to sexual harassment.

33. DEPOSITS (UNDER CHAPTER V):

Company has not accepted any deposit from public during the year under review.

34. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Audit Committee of the Board of Directors, Statutory Auditors and the Senior Management are periodically apprised of the internal audit findings and corrective actions taken. Audit provides a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

35. APPRECIATION

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.

Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.

For Inventure Growth & Securities Limited

Sd/- sd/-

Kanji B. Rita Kamlesh S Limbachiya

(Chairman & Managing Director) (Whole -Time Director)

Place: Mumbai

Date: 04.08.2018