Equity Analysis

Dear Shareholders,

The Board of Directors hereby submits the report of the business and operations of the Company and takes pleasure in presenting their 33RD ANNUAL REPORT of the Company together with the Audited Financial Statements for the financial year ended on 31st March, 2024. The consolidated performance of the Company and its subsidiaries has also been referred to wherever required.

The highlights of the financial performance of the Company for the financial year ended on 31^st March, 2024 as compared to the previous year are as under:

(Amount in INR.)

(Previous year's figures have been regrouped/reclassified wherever necessary.)

Company had a gross total income of Rs.28,62,000, while at the end of the year accumulated net profit of the company was Rs.79,66,500 with Expense of Rs.(49,36,500).

The company is engaged in the business of trading in shares. There is no change in the nature of business in the year concerned.

Your Directors wish to conserve resources for future expansion and growth of the Company. The Board of Directors of your company has decided that it would be prudent, not to recommend any Dividend for the financial year under review.

There have been no material change(s) and commitment(s), except elsewhere stated in this report, affecting the financial position of the Company between the end of the financial year of the Company i.e., March 31, 2024 and the date of this Report. There has been no change in the nature of business of the Company during the financial year ended on March 31, 2024.

During the financial year under report, your Directors do not propose to create any specific Reserve(s).

Pursuant to Section 129(3) of the Companies Act, 2013 (the Act), read with Rule 2A (inserted by the Amendment Notification dated 16th January, 2015) of the Companies (Accounts) Rules, 2014, the Company is required to prepare consolidated financial statements of the Company and of all the subsidiaries on and from the financial year commencing on 1st April, 2015.

The Company's Board of Directors is responsible for the preparation of the consolidated financial statements of the Company, its subsidiaries ("the Group"), in terms of the requirements of the Act, and These consolidated financial statements have been prepared in accordance with the Indian Accounting Standards (referred to as "Ind AS") prescribed under section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules as amended from time to time. The respective Board of Directors, of the subsidiary companies included in the Group are responsible for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Company, as aforesaid.

The Consolidated Financial Statements of the Company and the Auditors' Report thereon until 30.03.2024, are enclosed separately with and form part of this Report.

The Consolidated Financial Statements presented by the Company include the financial results of its subsidiaries until 30.03.2024.

The company has in place adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the standalone financial statements by the Company.

During the year under review, such controls were tested and no reportable material weakness in the design or operation was observed.

The Company was having a Subsidiary Company named (M/s. Siddha Midcity Private Limited) in which the company was holding 98.00 % of Shares.

During the year, the Board of Directors (‘the Board') reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements until 30.03.2024 of the Company, which forms part of this Annual Report.

Further, a statement containing the salient features of the financial Statement of our subsidiaries in the prescribed format AOC-1 is appended as Annexure 1 to the Board's report. The statement also provides the details of performance and financial positions of each of the subsidiaries.

Siddha Ventures Limited were offered 39,200 equity shares under rights issue. It was unanimously decided by the Board to not subscribe the equity shares under rights issue because the Company had sufficient investment in Siddha Midcity Private Limited. Thereafter The Company's investment in its subsidiary company has been proportionately reduced from 98.00% to 19.60% w.e.f 30.03.2024 leading to cease the holding subsidiary relationship w.e.f 30.03.2024.

The capital structure of the company as on 31^st March, 2024:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43 (a) (ii) of the Act read with rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

The Share Capital of the Company remains unchanged during the year ended on 31^st March, 2024.

The Company recognizes merit and continuously seeks to enhance the effectiveness of its Board. The Company believes that for effective corporate governance, it is important that the Board has the appropriate balance of skills, expertise and diversity of perspectives Board appointments will be made on merit basis and candidates will be considered against objective criteria with due regards for the benefits of diversity on the Board. The Board believes that such merit based appointments will best enable the Company to serve its Stakeholders. The Board will review this policy on regular basis to ensure its effectiveness.

During the period under review, the Board on the recommendation of the Nomination and Remuneration Committee of the Company, approved the following appointments on the Board:

(i) The Board at its Annual General Meeting held on 19th September, 2023 appointed Mr. Rana Pratap Singh (DIN: 10270197) as an Non Executive Independent Director for a period of five consecutive years commencing from 19th September, 2023 to 19th September, 2028 (both days inclusive)

(ii) The Board at its Annual General Meeting held on 19th September, 2023 appointed Mr. Sunil Kumar Pandey (DIN: 10269936) as an Non Executive Independent Director for a period of five consecutive years commencing from 19th September, 2023 to 19th September, 2028 (both days inclusive)

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Company's Articles of Association Mr. Pradeep Sethia (DIN: 09058407), Director is liable to retire by rotation at the ensuing Annual General Meeting. The Board of Directors on the recommendation of the Nomination and Remuneration Committee has recommended his reappointment.

Your Company has the following members as part of their key Management Team as on 31^st March, 2024:

Mr. Laxmipat Sethia as Managing Director, Mr. Siddharth Sethia as Director, Mr. Pradeep Sethia as Director, Mr. Sandip Sharma as Independent Director, Mr. Jai Prakash Singh as Independent Director, Mr. Rana Pratap Singh as Independent Director, Mr. Sunil Kumar Pandey as Independent Director Mrs. Sushma Saraf as Independent Woman Director, Ms. Nikita Agarwal as Company Secretary & Compliance Officer and Mr. Sumon Paul as Chief Financial Officer.

However, Mr. Sandip Sharma (DIN: 07471333) and Mr. Jai Prakash Singh (DIN: 08542136) has resigned from the Company on 28.05.2024.

The Independent Directors met on 15th January 2024, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole, the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity, and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All the Independent Directors of the Company have given their respective declaration / disclosures that they meet the criteria of Independence as laid under Section 149(7) of the Companies act 2013 read with Companies (Appointment and Qualification of Directors) Rules 2014 along with Regulations 16(1) (b) and 25(8) of SEBI ( Listing Obligations and Disclosure Requirements) Regulations 2015 and they have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. Further, the Board after taking these declarations / disclosures on record and acknowledging the veracity of the same, concluded that the Independent Directors are persons of integrity and possess the relevant expertise and experience to qualify as Independent Directors of the Company and are Independent of the Management.

The Board has framed a Remuneration Policy for selection, appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Employees. The remuneration policy aims to enable the Company to attract, retain and motivate highly qualified members for the Board and at other executive levels. The remuneration policy seeks to enable the Company to provide a well-balanced and performance-related compensation package, taking into account shareholder interests, industry standards and relevant Indian corporate regulations. The said policy may be referred at www.siddhaventures.com.

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed:

a) That in the preparation of the annual accounts, the applicable accounting standards aligned with IND AS had been followed along with proper explanation relating to material departures, if any.

b) That the Directors had selected such accounting policies aligned as per IND AS and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the Financial Year and of the profit and loss of the company for that period;

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

d) That the Directors had prepared the annual accounts on a going concern basis;

e) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively;

f) That the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively.

The Company has complied with the applicable Secretarial Standards as recommended by the Institute of Company Secretaries of India. The Company has also complied with all relevant Indian Accounting Standards (Ind AS) referred to in section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015 while preparing the financial statements.

AUDIT COMMITTEE

Audit Committee comprises of Mrs. Sushma Saraf as Chairman, Mr. Rana Pratap Singh as Member, Mr. Sunil Kumar Pandey as member, Mr. Jai Prakash Singh as member and Mr. Sandip Sharma as Member. However, Mr. Rana Pratap Singh (DIN: 10270197) and Mr. Sunil Kumar Pandey (DIN: 10269936) were appointed on 19.09.2023. Mr. Sandip Sharma (DIN: 07471333) and Mr. Jai Prakash Singh (DIN: 08542136) has resigned from the Company on 28.05.2024.

The provisions relating to constitution of Nomination and Remuneration Committee has been duly complied with to formulate policies relating to various items as prescribed under various sections of Section 177 of Companies Act, 2013. Nomination & Remuneration Committee Comprises of Mrs. Sushma Saraf as Chairman, Mr. Rana Pratap Singh as Member, Mr. Sunil Kumar Pandey as member, Mr. Jai Prakash Singh as member and Mr. Sandip Sharma as Member.

However, Mr. Rana Pratap Singh (DIN: 10270197) and Mr. Sunil Kumar Pandey (DIN: 10269936) were appointed on 19.09.2023. Mr. Sandip Sharma (DIN: 07471333) and Mr. Jai Prakash Singh (DIN: 08542136) has resigned from the Company on 28.05.2024.

The provisions relating to constitution of Stakeholders Relationship Committee has been duly complied with to formulate policies relating to various items as prescribed under various sections of Section 177 of Companies Act, 2013. Stakeholders Relationship Committee Comprises of Mrs. Sushma Saraf as Chairman, Mr. Rana Pratap Singh as Member, Mr. Sunil Kumar Pandey as member, Mr. Jai Prakash Singh as member and Mr. Sandip Sharma as Member.

However, Mr. Rana Pratap Singh (DIN: 10270197) and Mr. Sunil Kumar Pandey (DIN: 10269936) were appointed on 19.09.2023. Mr. Sandip Sharma (DIN: 07471333) and Mr. Jai Prakash Singh (DIN: 08542136) has resigned from the Company on 28.05.2024.

The Company has complied with the corporate governance requirements as stipulated under the Listing Obligations and Disclosures Requirements Regulations, 2015 formulated by Securities and Exchange Board of India (SEBI). A separate section on corporate governance, along with a certificate from the auditors confirming the compliance, is annexed and forms part of the Annual Report. This certificate will be forwarded to the Stock Exchanges along with the Annual Report of the Company.

M/s. K K Chanani & Associates, Chartered Accountants (Firm Registration No. 322232E), the present statutory auditors of your Company shall hold office till the conclusion of the Annual General Meeting to be held in the year 2024 which was approved in the AGM held on 27.09.2019.

However, The Auditors' Report for Financial Year 2024 does not contain any qualification, reservation or adverse remark. The Auditors' Report is enclosed with the financial statements in this Annual Report.

Further, M/s. Damle Dhandhania & Co, Chartered Accountants (Firm Registration No. 325361E) are proposed to be appointed as Statutory Auditors of the Company subject to the approval of shareholders in the Annual General Meeting for the period of five years until the conclusion of the Annual General Meeting to be held in the year 2029.

Pursuant to Section 204 of the Companies Act, 2013 and the rules made there under, M/s Dash M & Associates., Company Secretaries, was appointed as the Secretarial Auditor of the Company. The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed as "Annexure Addendum To the Annual report " and the auditors have referred to certain routine matters in their reports and your directors has taken initiative to resolve the matter with their consultation.

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014 made there under, Damle Dhandhania & Co, Chartered Accountants was appointed as the Internal Auditor of the Company for Financial Year 2023-2024.

Pursuant to Section 203 of the Companies Act, 2013, Ms. Nikita Agarwal was appointed as the Company Secretary to discharge the secretarial functions of the Company.

The observation of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and does not call for any further comment.

During the year 06(Six) Board Meetings were convened and held. The intervening gap between the meetings was within the period prescribed under the Act and SEBI (LODR) Regulations, 2015. The Board of Directors duly met six (06) times during the financial year from 1st April 2023 to 31st March 2024. The dates on which the meetings were held are as follows:

(1) 30th May, 2023

(2) 09th August 2023

(3) 24th August 2023

(4) 09th November, 2023

(5) 08th February, 2024

(6) 22nd March, 2024.

No employee draws remuneration in excess of the limits provided in the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Rule 5(2) of the said

Rules state that the Board's Report shall include a statement showing the name of every employee, who, if employed throughout the financial year, was in receipt of remuneration for that year, which, in aggregate, was not less than Rs. 60 lakhs and if employed, for part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate was not less than Rs. 5 lakhs per month.

The Company has not issued or provided any Stock Option Scheme to its employees, during the year under review. Hence, no information as per provisions of Section 62(1) (b) of the act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

In accordance with section 178 and other applicable provisions, if any, of the Companies Act, 2013 read with the Rules issued there under and Regulation 19 of the Listing Regulations, the Board of Directors have formulated the Nomination and Remuneration Policy of your Company on recommendation of Nomination and Remuneration Committee.

The information, in respect to details of remuneration paid, as set out under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, to Directors and Key Managerial Personnel of your Company.

The Company has adopted a code of Conduct for Prevention of Insider Trading, as prescribed by the SEBI (Prohibition of Insider Trading) Regulations, 2015, with a view to regulate trading in securities of the Company by the Directors and designated employees and their relatives. The code requires pre- clearance for dealing in the Company's shares and prohibits the purchase or sale of Company's shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the code. All the Directors and the designated employees have complied with the code during the year under report.

During the year under review, your Company has not made any investment or provided guarantee or security in connection with a loan to any person exceeding the limit specified in Section 186 of the Companies Act, 2013. Details of Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in notes to the financial statements.

In terms of requirement of section 134 (3) (a) read with Section 92(3) of the Companies Act, 2013, the Annual return of the Company has been placed on the Company's website, the web link for the same is http://www.siddhaventures.com/downloads/2024/RTA_MGT7_2023-2024_SVL.pdf).

There are no materially significant related party transactions during the year under review made by the Company with Promoters, Director's, or other Designated Persons which may have a potential conflict with the interest of the Company at large. Thus Disclosure in Form AOC 2 is not required. However, the disclosure of transactions with related party for the year, as per Indian Accounting Standard -20 Related Party Disclosures is given in Notes to the Balance sheet, if any, as on 31st March, 2024.

During the year, the Company had not entered into any contract/arrangement/transaction with related parties which are considered material in accordance with the policy of the Company on materiality of related party transactions.

Since the Company's Business does not involve any manufacturing activity, most of the Information required to be provided under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are not applicable. However, the information, as applicable, is given hereunder:

A.) CONSERVATION OF ENERGY:

Information on Conservation of Energy and capital investment thereon as required to be disclosed in terms of the aforesaid Rules are not given since the Company has not dealt in those areas. However it has always been endeavor of the Company to reduce the wastages due to unnecessary consumption of energy and save them for the future consumption.

B) TECHNOLOGY ABSORPTION

Keeping in mind the nature of business carried on by the Company, your Directors believe that our research activities and innovations would always help us to prepare for future growth & opportunities and provide maximum benefits to the stake-holders. Our endeavor is to carry out applied research in the areas that are closely related to realization of the business objectives.

C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company has not earned any foreign exchange during the year.

A Code of Conduct has been approved by the Board of Directors, which is applicable to the Members of the Board and all employees in the courses of day to day business operations of the Company. The Code has been placed on the Company's website www.siddhaventures.com.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. All the Board members and the senior management personnel have complied compliance with the Code.

RISK MANAGEMENT & MITIGATION

In view of the nature of business of the Company, the Company had all along been conscious of the risks associated with nature of its business and there is appropriate structure present, so that risks are inherently monitored and controlled. Risk identification, risk assessment and risk Management procedures for all functions of the Company are reviewed by the Audit Committee and the Board on regular basis. Pursuant to section 134(3) (n) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 the Company has formulated risk management policy.

At present the Company has not identified any element of risk which may adversely affect functioning of the Company.

In compliance with the Schedule IV of the Companies Act, 2013, a meeting of the Independent Directors of the company was held to review and evaluate the performance of the Non-Independent Directors and the Chairperson of the Company taking into account the views of the Executive Directors and non- Executive Directors; assessing the quality, quantity and timeliness of flow information between the Company management and the Board and also to review the overall performance of the Board. The meeting of the Independent Directors of the Company was held on 15th January, 2024, wherein the performance of the Non- Independent Directors including the Chairperson and of the Board as a whole was evaluated.

The Nomination and Remuneration committee also co-ordinates and overseas the annual self-evaluation of the performance of the Board, Committees and Individual Directors.

Our Company is committed to create and maintain an atmosphere in which employees can work together without fear of Sexual Harassment, Exploitation or intimidation. As required under the Provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, your Company has constituted an Internal Complaints Committee (ICC). No complaints were received by the committee during the year under review. Since the number of complaints filed during the year was NIL, the Committee prepared a NIL complaints report. This is in compliance with section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, your Company has not accepted any deposits from the public falling under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. Thus, as on 31st March 2024, there were no deposits which were unpaid or unclaimed and due for repayment.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The requirement of implementation of CSR activity is presently not applicable to the Company.

The Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual Report.

a) The Company has not issued shares with differential voting rights, hence no information as per provisions of Section 43(a)(ii) of the act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished;

b) The Company has not issued any Sweat Equity Share during the year under report and hence no information as per provisions of Section 54(1) (d) of the act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished;

c) The Company has not issued or provided any Stock Option Scheme to its employees, during the year under review hence no information as per provisions of Section 62(1) (b) of the act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

d) The Company has not bought back any of its shares, and hence no information as per provision of Section 67(3) of the act read with Rule 16(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished;

77.44% approximate of the Company's paid up Equity Share Capital of the Company is in dematerialized form as on 31^st March 2024 and balance 22.56% is in physical form. The

Company's Registrar and Share Transfer Agent is M/s. C. B. Management Services (P) Ltd having its registered office at P-22, Bondel Road Kolkata-700 019.

The Auditors of the Company have not reported any fraud as specified under section 143(12) of the Companies Act, 2013.

During the Financial year under review, there were not applications made or proceedings pending in the name of the Company under the Insolvency Bankruptcy Act, 2016.

In pursuance to provisions of section 177(9) & (10) of the Companies Act, 2013 and as per Listing Obligations and Disclosures Requirements Regulations, 2015 formulated by Securities and Exchange Board of India (SEBI) a Vigil Mechanism for Directors and Employees to report genuine concerns has been established. The purpose of the policy is to allow employees to raise concerns about unacceptable, improper or unethical practices being followed in the organization. They will be protected against any adverse action and/ or discrimination as a result of such a reporting, provided it is justified and made in good faith. The Chairman of the Audit Committee has been designated for the purpose.

The policy on the aforesaid mechanism is available in the Company's website (weblink: http://www.siddhaventures.com/links.html)

In terms of Regulation 43A of the Listing Regulations, your Board has framed and adopted a Dividend Distribution Policy. The object of the policy is to sharing profit of the Company with the shareholders appropriately and also to ensure funds are available for the growth of the Company.

The policy inter alia describes the circumstances under which the shareholders may or may not expect dividend, the financial parameters that shall be considered while declaring dividend, internal and external factors that shall be considered for declaration of dividend, policy for utilisation of retained earnings and the parameters with respect to different classes of shares for the purpose of declaration of dividend. The said policy may be referred to at the Company's website at the web link: http://www.siddhaventures.com/links.html

There are no significant material orders passed by the Regulators/ Courts / Tribunals which would impact the going concern status of the Company and its future operations.

The Directors take opportunity to express their grateful appreciation for the excellent assistance and cooperation received from the banks and other authorities. The Directors also thank the employees of the Company for their valuable service and support during the year. The Directors also gratefully acknowledge with thanks the cooperation and support received from the shareholders of the Company.