Directors Report of Gourmet Gateway India Ltd.

Mar 31, 2025

Your Directors are pleased to present the 42^nd Annual Report on the business and operations of the Company
together with the Audited Financial Statements for the Financial Year ended 31^st March, 2025.

1. FINANCIAL PERFORMACE:

The Audited Financial Statements of your Company as on March 31, 2025, are prepared in accordance with the
relevant applicable Indian Accounting Standards (“IND AS”) and Regulation 33 of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and the
provisions of the Companies Act, 2013 (“Act”).

The summarized financial highlight is depicted below:

(Amount in Lakhs)

S. No.	Particulars	STANDALONE		CONSOLIDATED
		2024-25	2023-24	2024-25	2023-24
1.	Revenue from Operations	805.16	275.81	16,573.62	14,604.26
2.	Other Income	22.28	398.99	394.30	1,243.04
3.	Total Income	827.24	674.80	16,967.82	15,847.30
4.	Employee Benefit Expense	25.06	25.65	3,703.14	3,282.45
5.	Finance Cost	36.14	193.00	915.92	1,065.39
6.	Other Expenses	820.77	272.42	12,685.83	10,747.81
7.	Total Expenses	881.97	491.07	17304.89	15,095.65
8.	Profit / (Loss) before Tax & Exceptional Items	(54.73)	183.73	(337.04)	751.65
9.	Exceptional items	-	-	-	-
10.	Profit before tax	(54.73)	183.73	(337.04)	751.65
11.	Tax Expense	(69.44)	50.09	(74.69)	189.28
12.	Profit before Comprehensive income	14.71	133.64	(262.38)	562.37
13.	Other Comprehensive Income	(0.01)	(0.50)	(1.06)	1.94
14.	Profit/(Loss) for the Year	14.70	133.59	(262.38)	562.37
15.	EPS	0.01	0.10	(0.17)	0.37

• There are no material changes and commitments affecting the financial position of your Company which have occurred
between the end of the financial year and the date of this report.

• There has been no change in nature of business of your Company.

2. PERFORMANCE HIGHLIGHTS:

Standalone Financial Performance of your Company:

Your Board takes pleasure in reporting that the Revenue from Operations of the Company for the Financial Year
ended 31st March 2025 amounted to Rs. 827.24 Lakhs and earned a net profit of Rs. 14.70 Lakhs for the
F.Y 2024-25 as against net profit of Rs. 133.64 Lakhs in F.Y 2023-24.

Consolidated Financial Performance of your Company:

Your Board takes pleasure in reporting that the Revenue from Operations of the Company for the Financial Year
ended 31st March 2025 amounted to Rs. 16,967.82 Lakhs and earned a net profit of Rs. (262.38) Lakhs for the F.Y
2024-25 as against net profit of Rs. 562.37 Lakhs in F.Y 2023-24.

3. AUTHORISED SHARE CAPITAL

The Authorised Share Capital stood at Rs. 23,50,00,000 (Rupees Twenty-Three Crore and Fifty Lakhs only) divided
into 18,50,00,000 (Eighteen Crore Fifty Lakh) equity shares of Rs. 1/- (Rupee One) each and 5,00,00,000 (Five Crore)
Preference shares of Rs. 1/- (Rupee One) each as on 31st March, 2025.

During the year under review, there was change in the Authorised Share Capital of the Company:

Pursuant to the Board Meeting held on 2nd December, 2024, the Board of Directors approved the proposal for
increase in the Authorised Share Capital of the Company, which was subsequently approved by the Shareholders
at their Extra-Ordinary General Meeting held on 28th December, 2024, the Authorised Share Capital of Company
altered from Rs. 22,00,00,000/- (Rupees Twenty-Two Crore only), comprising of 17,00,00,000 (Seventeen Crore)
equity shares of Rs. 1/- (Rupee One) Each and 5,00,00,000 (Five Crore) Preference Shares of Rs. 1/- each to
Rs. 23,50,00,000/- (Rupees Twenty-Three Crore Fifty Lakh) comprising of 18,50,00,000 (Eighteen Crore Fifty Lakh)
equity shares of Rs. 1/- (Rupee One) each and 5,00,00,000 (Five Crore) Preference shares of Rs. 1/- (Rupee One)
each, by creation of additional capital of Rs. 1,50,00,000 (Rupees One Crore Fifty Lakh Only) divided into 1,50,00,000
(One crore Fifty Lakh) Equity Shares of Rs. 1 (Rupees One only) each.

4. PAID-UP SHARE CAPITAL

The Paid up Share Capital of the Company stood at Rs. 14,57,89,371 (Rupees Fourteen Crore Fifty-Seven Lakhs
Eighty-Nine Thousand Three Hundred Seventy-One only) divided into 14,29,95,483 (Fourteen Crore Twenty-Nine
Lakhs Ninety-Five Thousand Four Hundred Eighty-Three) Equity Shares of Rs. 1 each totaling to Rs. 14,29,95,483
(Rupees Fourteen Crore Twenty-Nine Lakhs Ninety-Five Thousand Four Hundred Eighty-Three only) and 12,81,646
(Twelve Lakhs Eighty One Thousand Six Hundred Forty Six) 10% Redeemable Non-Convertible Non-Cumulative
Preference Shares (“RNCPS”) of Rs. 1 each totaling to Rs. 12,81,646 (Rupees Twelve Lakhs Eighty-One Thousand
Six Hundred Forty-Six only) and 26,65,242 (Twenty-Six Lakhs Sixty-Five Thousand Two Hundred Forty-Two) 10%
Compulsorily Convertible Preference Shares (CCPS) of Rs. 1 each totaling to Rs. 26,65,242 (Rupees Twenty-Six
Lakhs Sixty-Five Thousand Two Hundred Forty-Two only) as on 31st March 2025.

Share Capital Structure of the Company at the beginning of Financial year as on 1 st April 2024:-

S. No	Particulars	Equity Shares	Redeemable Non¬ Convertible Preference Shares	Compulsorily Convertible Preference Shares
1.	Authorised Share Capital	17,00,00,000	5,00,00,000
2.	Paid Up Share Capital	13,42,69,353	12,81,646	26,65,242
3.	Value per Share	1	1

During the year under review, there was following allotment of Equity shares pursuant to exercise of options by the
warrants holders of the Company:

• The Board of Directors of the Company at its meetings held on 06th May, 2024 had allotted in aggregate
4,80,000 (Four Lakhs Eighty Thousand) fully paid up equity shares of face value of Rs.1/- each of the
Company to Amfine Capital Management Private Limited (“the Allottee”), on a preferential issue basis, upon
part conversion of Convertible Warrants into Equity Shares at a price of Rs. 25/- (Rupees Twenty-Five only)
per Equity Share (including a premium of Rs. 24/- (Rupees Twenty-Four) for each Convertible Warrant, based
on their request and upon receipt in aggregate of Rs. 90,00,000 (Rupees Ninety Lakhs only) by the Company
from the Warrants Holders towards the balance 75% of the Issue Price. The company further had announced
a bonus issue in the ratio of 2:1 during its board meeting convened on December 29, 2023. Subsequently,
upon obtaining approval from the shareholders on January 27, 2024, and upon receipt of In-principle approval
from BSE Limited on February 2, 2024, the company reserved Rs. 1,49,37,420/- (Rupees One Crore Forty-
Nine Lakhs Thirty-Seven Thousand Four Hundred and Twenty only) bonus equity shares for the warrant
holders to be alloted post-conversion into equity shares. Consequently, upon the exercise of the warrants by
Amfine Capital Management Private Limited (“the Allottee”), the company additionally allotted 9,60,000 bonus
shares in the ratio of 2:1 to the said allottee as per the provisions made.

• The Board of Directors of the Company at its meetings held on 05th July, 2024 had allotted in aggregate
3,73,333 (Three Lakhs Seventy-Three Thousand Three Hundred Thirty-Three) fully paid up equity shares of
face value of Rs.1/- each of the Company to Amfine Capital Management Private Limited (“the Allottee”), on
a preferential issue basis, upon part conversion of Convertible Warrants into Equity Shares at a price of Rs.
25/- (Rupees Twenty-Five only) per Equity Share (including a premium of Rs. 24/- (Rupees Twenty-Four) for
each Convertible Warrant, based on their request and upon receipt in aggregate of Rs. 69,99,994 (Rupees
Sixty-Nine Lakhs Ninety-Nine Thousand Nine Hundred Ninety-Four only) by the Company from the Warrants
Holders towards the balance 75% of the Issue Price. The company further had announced a bonus issue in
the ratio of 2:1 during its board meeting convened on December 29, 2023. Subsequently, upon obtaining
approval from the shareholders on January 27, 2024, and upon receipt of In-principle approval from BSE
Limited on February 2, 2024, the company reserved 1,49,37,420/- (One Crore Forty-Nine Lakhs Thirty-Seven
Thousand Four Hundred and Twenty only) bonus equity shares for the warrant holders to be alloted post¬
conversion into equity shares. Consequently, upon the exercise of the warrants by Amfine Capital Management
Private Limited (“the Allottee”), the company additionally allotted 7,46,666 bonus shares in the ratio of 2:1 to
the said allottee as per the provisions made.

• The Board of Directors of the Company at its meetings held on 06th September, 2024 had allotted in aggregate
5,10,086 (Five Lakhs Ten Thousand Eighty-Six) fully paid up equity shares of face value of Rs.1/- each of
the Company to Amfine Capital Management Private Limited & Yashna Family Trust (“the Allottees”), on a
preferential issue basis, upon part conversion of Convertible Warrants into Equity Shares at a price of Rs.
25/- (Rupees Twenty-Five only) per Equity Share (including a premium of Rs. 24/- (Rupees Twenty-Four) for
each Convertible Warrant, based on their request and upon receipt in aggregate of Rs. 95,64,112.25 by the
Company from the Warrants Holders towards the balance 75% of the Issue Price. The company further had
announced a bonus issue in the ratio of 2:1 during its board meeting convened on December 29, 2023.
Subsequently, upon obtaining approval from the shareholders on January 27, 2024, and upon receipt of In¬
principle approval from BSE Limited on February 2, 2024, the company reserved Rs. 1,49,37,420/- (Rupees
One Crore Forty-Nine Lakhs Thirty-Seven Thousand Four Hundred and Twenty only) bonus equity shares for
the warrant holders to be allotted post-conversion into equity shares. Consequently, upon the exercise of the
warrants by Amfine Capital Management Private Limited & Yashna Family Trust (“the Allottees”), the company
additionally allotted 10,20,172 bonus shares in the ratio of 2:1 to the said allottees as per the provisions made.

• The Board of Directors of the Company at its meetings held on 20th February, 2025 had allotted in aggregate
3,46,667 (Three Lakhs Forty-Six Thousand Six Hundred Sixty-Seven) fully paid up equity shares of face value
of Rs.1/- each of the Company to Yashna Family Trust (“the Allottee”), on a preferential issue basis, upon
part conversion of Convertible Warrants into Equity Shares at a price of Rs. 25/- (Rupees Twenty-Five only)
per Equity Share (including a premium of Rs. 24/- (Rupees Twenty-Four) for each Convertible Warrant, based
on their request and upon receipt in aggregate of Rs. 6500006.25 by the Company from the Warrants Holders
towards the balance 75% of the Issue Price. The company further had announced a bonus issue in the ratio
of 2:1 during its board meeting convened on December 29, 2023. Subsequently, upon obtaining approval from
the shareholders on January 27, 2024, and upon receipt of In-principle approval from BSE Limited on February
2, 2024, the company reserved Rs. 1,49,37,420/- (Rupees One Crore Forty-Nine Lakhs Thirty-Seven Thousand
Four Hundred and Twenty only) bonus equity shares for the warrant holders to be allotted post-conversion into
equity shares. Consequently, upon the exercise of the warrants by Yashna Family Trust (“the Allottee”), the
company additionally allotted 6,93,334 bonus shares in the ratio of 2:1 to the said allottees as per the
provisions made.

• The Board of Directors of the Company at its meetings held today i.e. 10th March, 2025 had allotted in
aggregate 2,99,312 (Two Lakhs Ninety-Nine Thousand Three Hundred Twelve) fully paid up equity shares of
face value of Rs.1/- each of the Company to Yashna Family Trust (“the Allottee”), on a preferential issue

basis, upon part conversion of Convertible Warrants into Equity Shares at a price of Rs. 25/- (Rupees Twenty-
Five only) per Equity Share (including a premium of Rs. 24/- (Rupees Twenty-Four) for each Convertible
Warrant, based on their request and upon receipt in aggregate of Rs. 56,12,100 by the Company from the
Warrants Holders towards the balance 75% of the Issue Price. The company further had announced a bonus
issue in the ratio of 2:1 during its board meeting convened on December 29, 2023. Subsequently, upon
obtaining approval from the shareholders on January 27, 2024, and upon receipt of In-principle approval from
BSE Limited on February 2, 2024, the company reserved Rs. 1,49,37,420/- (Rupees One Crore Forty-Nine
Lakhs Thirty-Seven Thousand Four Hundred and Twenty only) bonus equity shares for the warrant holders to
be allotted post-conversion into equity shares. Consequently, upon the exercise of the warrants by Yashna
Family Trust (“the Allottee”), the company additionally allotted 5,98,624 bonus shares in the ratio of 2:1 to the
said allottees as per the provisions made.

• The Board of Directors of the Company at its meetings held on 10th March, 2025 had allotted in aggregate
2,99,312 (Two Lakhs Ninety-Nine Thousand Three Hundred Twelve) fully paid up equity shares of face value
of Rs. 1/- each of the Company to Yashna Family Trust (“the Allottee”), on a preferential issue basis, upon
part conversion of Convertible Warrants into Equity Shares at a price of Rs. 25/- (Rupees Twenty-Five only)
per Equity Share (including a premium of Rs. 24/- (Rupees Twenty-Four) for each Convertible Warrant, based
on their request and upon receipt in aggregate of Rs. 56,12,100 by the Company from the Warrants Holders
towards the balance 75% of the Issue Price. The company further had announced a bonus issue in the ratio
of 2:1 during its board meeting convened on December 29, 2023. Subsequently, upon obtaining approval from
the shareholders on January 27, 2024, and upon receipt of In-principle approval from BSE Limited on February
2, 2024, the company reserved Rs. 1,49,37,420/- (Rupees One Crore Forty-Nine Lakhs Thirty-Seven Thousand
Four Hundred and Twenty only) bonus equity shares for the warrant holders to be allotted post-conversion into
equity shares. Consequently, upon the exercise of the warrants by Yashna Family Trust (“the Allottee”), the
company additionally allotted 5,98,624 bonus shares in the ratio of 2:1 to the said allottees as per the
provisions made.

• The Board of Directors of the Company at its meetings held on 15th March, 2025 had allotted in aggregate

6.00. 000 (Six Lakhs) fully paid up equity shares of face value of Rs.1/- each of the Company to Aarti Family
Trust (“the Allottee”), on a preferential issue basis, upon part conversion of Convertible Warrants into Equity
Shares at a price of Rs. 25/- (Rupees Twenty-Five only) per Equity Share (including a premium of Rs. 24/
- (Rupees Twenty-Four) for each Convertible Warrant, based on their request and upon receipt in aggregate
of Rs. 1,12,50,000 by the Company from the Warrants Holders towards the balance 75% of the Issue Price.
The company further had announced a bonus issue in the ratio of 2:1 during its board meeting convened on
December 29, 2023. Subsequently, upon obtaining approval from the shareholders on January 27, 2024, and
upon receipt of In-principle approval from BSE Limited on February 2, 2024, the company reserved Rs.
1,49,37,420/- (Rupees One Crore Forty-Nine Lakhs Thirty-Seven Thousand Four Hundred and Twenty only)
bonus equity shares for the warrant holders to be allotted post-conversion into equity shares. Consequently,
upon the exercise of the warrants by Aarti Family Trust (“the Allottee”), the company additionally allotted

12.00. 000 bonus shares in the ratio of 2:1 to the said allottees as per the provisions made.

Share Capital Structure of the Company at the end of Financial year :-

S. No	Particulars	Equity Shares	Redeemable Non-	Compulsorily
			Convertible	Convertible
			Preference	Preference
			Shares	Shares
1.	Authorised Share Capital	18,50,00,000	5,00,00,000
2.	Paid Up Share Capital	14,29,95,483	12,81,646	26,65,242
3.	Value per Share	1	1

5. ISSUE, REDEMPTION OF SECURITIES
ISSUE OF WARRANTS

• In the Board meeting on 15^th February, 2025, the Board of Directors of the Company had approved the
allotment of 43,94,410 (Forty Three Lakhs Ninety Four Thousand Four Hundred Ten) Equity Convertible
Warrants of face value of Rs. 1/- each, to Non-Promoters, at a price of Rs. 26.20/- (Rupees Twenty Six and
Twenty Paise) per Warrant [including a premium of Rs. 25.20/- (Rupees Twenty Five and Twenty Paise) per
Warrant] each payable in cash (“Warrants Issue Price”), aggregating up to Rs. 11,51,33,542/- (Rupees Eleven
Crores Fifty One Lakhs Thirty Three Thousand Five hundred Forty Two), which may be exercised in one or
more tranches during the period commencing from the date of allotment of the Warrants until the expiry of
18 (Eighteen) months, on preferential basis. The Company had received an upfront amount of Rs.
2,87,83,385.5(Two Crore Eighty Seven Lakhs Eighty Three Thousand Three Hundred Eighty Five Rupees and
Five Paise Only), i.e. 25% of the issue price. (i.e. consideration of Rs. 6.55/- per Warrant).

• In the Board meeting on 16^th February, 2025, the Board of Directors of the Company had approved the
allotment of 1,50,000 (One Lakh Fifty Thousand) Equity Convertible Warrants of face value of Rs. 1/- each,
to Non-Promoters, at a price of Rs. 26.20/- (Rupees Twenty Six and Twenty Paise) per Warrant [including a
premium of Rs. 25.20/- (Rupees Twenty Five and Twenty Paise) per Warrant] each payable in cash (“Warrants
Issue Price”), aggregating up to Rs. 39,30,000/- (Rupees Thirty Nine Lakhs Thirty Thousand), which may be
exercised in one or more tranches during the period commencing from the date of allotment of the Warrants
until the expiry of 18 (Eighteen) months, on preferential basis. The Company has received an upfront amount
of Rs. 9,82,500 (Nine Lakhs Eighty Two Thousand Five Hundred Rupees Only), i.e. 25% of the issue price.
(i.e. consideration of Rs. 6.55/- per Warrant).

6. PERFORMANCE AND FINANCIAL DETAILS OF SUBSIDIARIES

The financial performance of the subsidiaries is discussed in the Report on Management Discussion & Analysis
Report. Pursuant to the provisions of Sections 129, 133, 134 and 136 of the Act read with Rules framed thereunder,
the Company has prepared Consolidated Financial Statements of the Company and a separate statement containing
the salient features of financial statement of subsidiaries in Form AOC-1 forms part of the Annual Report as
Annexure I.

In accordance with Section 136 of the Act, the Annual Accounts of the Subsidiaries are available on the Company’s
website and also open for inspection by any Member at the Company’s Registered Office. The Company will make
available these documents and the related detailed information upon request by any Member of the Company or by
any Member of its Subsidiary, who may be interested in obtaining the same.

7. CHANGE IN NAME OF THE COMPANY

During the period under review, the Members of the Company through the Postal Ballot resolution dated 03rd April,
2024, inter alia, approved the change in the Name of the Company from “‘Intellivate Capital Ventures Limited’ to
‘Gourmet Gateway India Limited”.

Subsequently on application, the Registrar of Companies, Maharashtra, (Central Processing Centre) has issued
“Certificate of Incorporation pursuant to the change of name” on 29th May, 2024. In view of the same, the name
of the Company stands changed to “Gourmet Gateway India Limited” w.e.f. 29th May, 2024.

8. CHANGE IN REGISTERED OFFICE ADDRESS OF THE COMPANY

During the period under review, Pursuance to the order passed by Hon’ble Regional Director, Northern Region,
Mumbai dated July 03, 2024, approving shifting of the Registered Office of the Company from the “State of
Maharashtra” to the “State of Haryana” at Gurgaon, the Board of Directors of the Company have accorded its consent
in its meeting held on 30^th May, 2024 for changing the Registered Office of the Company from 120, SV Road,
Reporters Bungalow Near Shopper’s Stop Opp. Bata, Ground Floor, Andheri West, Mumbai-400058 India to be
situated at the new address at Village Dabodha, Khasra No 4/18,22,23,24,5//11,6//2,3,4, Tehsil Farrukhnagar,
Gurugram, Haryana, 122506.

9. DIVIDEND

During the period under review, your Directors does not recommend any dividend on the equity shares for the year
ended March 31^st, 2025 as the Company requires ploughing back of the profits to the working capital of the Company
and expects better results in the coming years.

10. TRANSFER TO RESERVES

During the year under review, Your Company has not transfer any amount under the head Reserve in the Financial
Statements for the Financial Year ended March 31^st, 2025.

11. DEMATERIALISATION AND LISTING

The equity shares of the Company are admitted to the depository system of National Securities Depository Limited
(NSDL) and Central Depository Services (India) Limited (CDSL). As on 31st March, 2025, 14,29,95,483 Equity
Shares amongst which 93.88% of the Equity Share Capital of the Company are in dematerialized form. The Equity
Shares of the Company are compulsorily traded in dematerialized form as mandated by the Securities and Exchange
Board of India (SEBI). The International Securities Identification Number (ISIN) allotted to the Company with respect
to its Equity Shares is INE512D01028. The Equity shares of the Company are listed on BSE Limited.

12. RECONCILIATION OF SHARE CAPITAL AUDIT

As per the direction of the Securities & Exchange Board of India, the Reconciliation of Share Capital Audit was
carried out on quarterly basis for the quarter ended June 30th, 2024, September 30th, 2024, December 31st, 2024
and March 31st, 2025 by a Company Secretary in Practice. The purpose of the audit was to reconcile the total
number of shares held in National Securities Depository Limited (NSDL), Central Depository Services (India) Limited
(CDSL) and in physical form with respect to admitted, issued and paid up capital of the Company.

The aforesaid Reports of Reconciliation of Share Capital were submitted to the BSE Limited, where the equity shares
of the Company are listed.

13. MANAGEMENT DISCUSSIONS AND ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company, as required under Regulation
34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (hereinafter referred to as ‘Listing Regulations’) and as approved by the Board of Directors, is
provided in a separate section and forms an integral part of this Report.

14. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company between the end
of the financial year and date of this report.

15. CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of the Company during the financial year ended on March 31^st, 2025.

16. PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and
76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

17. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your
Directors make the following statement in terms of Section 134(3) (c) of the Companies Act, 2013:

a. that in the preparation of the Annual Financial Statements for the year ended 31st March, 2025, the
applicable accounting standards have been followed along with proper explanation relating to material
departures, if any;

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

c. 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;

d. the Annual Financial Statements have been prepared on a going concern basis;

e. that the directors had laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating effectively; and

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

18. CORPORATE GOVERNANCE REPORT

The Directors adhere to the requirements set out by the Securities and Exchange Board of India’s Corporate
Governance practices and have implemented all the stipulations prescribed. Secretarial compliances, reporting,
intimations etc. under the Companies Act, 2013, SEBI Regulations and other applicable laws, rules and regulations
are noted in the Board/Committee Meetings from time to time. The Company has implemented several best corporate
governance practices.

The Corporate Governance Report as stipulated under Regulation 34(3) and other applicable Regulations read with
Part C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of
this Report.

19. CERTIFICATE ON CORPORATE GOVERNANCE

The requisite Certificate received from the Secretarial Auditors of the Company, M/s S. Khurana & Associates,
Practicing Company Secretaries, in respect of compliance with the conditions of Corporate Governance as stipulated
under Regulation 34(3) read with Clause E of Schedule V of the SEBI (LODR) Regulations, 2015, is attached and
forms part of the Integrated Annual Report.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO, IN SUCH A MANNER AS MAY BE PRESCRIBED

• CONSERVATION OF ENERGY

During the year under review, the information on the conservation of energy under Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is not applicable on the Company:

(i)	The steps taken or impact on conservation of energy	NIL
(ii)	The steps taken by the company for utilizing alternate
	sources of energy	NIL
(iii)	The capital investment on energy conservation equipment	NIL

• TECHNOLOGY ABSORPTION

During the year under review, the information on technology absorption under Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is not applicable on the Company:

(i)	The efforts made towards technology absorption	NIL
(ii)	The benefits derived like product improvement, cost reduction, product development or import substitution	NIL
(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	NIL
	(b) the year of import;	NIL

	(c) whether the technology been fully absorbed	NIL
	(d) if not fully absorbed, areas where absorption has not	NIL
	taken place, and the reasons thereof
(iv)	The expenditure incurred on Research and Development	NIL

• FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, the Company has foreign exchange earnings and outgo transactions as mentioned
below:

FOREIGN EXCHANGE EARNINGS

in Lakhs)

Particulars	Year Ended
	March 31, 2025		March 31, 2024
Set-Up fees, Royalty and Management Services	133.21		32.73
Total	133.21		32.73

FOREIGN EXCHANGE OUTGO

(Rupees in Lakhs)

Particulars	Year Ended
	March 31, 2025	March 31, 2024
	NIL	NIL
Total	NIL	NIL

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All arrangements/ transactions entered into by the Company with its related parties during the year were in the
ordinary course of business and on an arm’s length basis. During the year, the Company has entered into any
arrangement/transaction with related parties which could be considered material in accordance with the Company’s
Policy on Related Party Transactions, read with the Listing Regulations and the disclosure of related party transactions
In accordance with Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts)
Rules, 2014, the particulars of contracts or arrangements with related parties, referred to in Section 188(1) of the
Companies Act, 2013, in the prescribed Form AOC-2 is attached as Annexure II to this Report.

The Related Party Transaction Policy is available on the Company’s website under the web link
www.gourmetgateway.co.in.

The details of the Related Party Transactions, as required under Listing Regulations and the relevant Accounting
Standards are given in note 26 to the Financial Statements.

22. AUDITORS AND THEIR REPORT
• STATUTORY AUDITOR

M/s Walker Chandiok & Co. LLP, was appointed as the Statutory Auditor of the Company, to hold office
for five consecutive years from the conclusion of the 40^th AGM of the Company, till the conclusion of
the 44^th AGM to be held for the financial year 2026-27, as required under Section 139 of the Act read
with the Companies (Audit and Auditors) Rules, 2014.

The Statutory Auditors’ Report on the Standalone and Consolidated Financial Statements of the Company
for the financial year ended March 31^st, 2025 forms part of this Annual report and the observations of

the Statutory Auditor, when read together with the relevant notes to accounts and accounting policies
are self-explanatory and therefore do not call for any further comments. The Audit report for the
FY 2024-25 does not contain any qualification or adverse remarks.

During the year, the Statutory Auditor had not reported any matter under Section 143 (12) of the
Companies Act, 2013. Therefore, no detail is required to be disclosed under Section 134 (3) (ca) of the
Companies Act, 2013.

• INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013, read with the rules made there
under, the Board of Directors had appointed M/s Chatterjee & Chatterjee, Chartered Accountants (FRN:
001109C), to undertake the Internal Audit of the Company for the Financial Year ended on March 31^st,
2025.

• SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had
appointed M/s S. Khurana & Associates, Practicing Company Secretaries to undertake the Secretarial
Audit of the Company for the Financial Year ended on March 31^st, 2025.

The Secretarial Audit Report given by M/s S. Khurana & Associates, Practicing Company Secretaries,
in Form MR-3, for the Financial Year 2024-25 is annexed to this report as Annexure III. There are no
qualifications, reservations, adverse remarks or disclaimers in their Secretarial Audit Report.

• COST AUDITOR

During the period under review, provision regarding the appointment of Cost Auditor & maintaining the
Cost Records pursuant to the provision of Section 148 of the Companies Act, 2013 read with Companies
(Audit & Auditors) Rules, 2014, is not applicable on the company.

23. PREVENTION OF INSIDER TRADING

In view of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, your
Company has adopted the code of conduct to regulate, monitor & report insider-trading activities. The said code is
available on website of the Company i.e. www.gourmetgateway.co.in. All Board of Directors and the designated
person have confirmed compliance with the code.

24. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under
provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014.

Disclosure pertaining to remuneration and other details as required under Section 197(12) read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as
Annexure IV.

25. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required by Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Cash Flow Statement is appended.

In compliance with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and in compliance with the provisions of Section 129(3) and other applicable provisions of the Companies Act, 2013
and the Indian Accounting Standards Ind-AS 110 and other applicable Accounting Standards, your Directors have
pleasure in attaching the consolidated financial statements for the financial year ended March 31^st, 2025, which forms
part of the Annual Report.

26. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on the date of this report, the following are Key Managerial Personnel (“KMPs”) and Board of Directors of the
Company as per Sections 2(51) and 203 of the Act:

Name	Designation
Mr. Anubhav Dham	Non-Executive Director
Ms. Anamika Dham	Non-Executive Women Director
Ms. Aarti Jain	Managing Director
Mr. Neeraj Jain	Non-Executive Independent Director
Mr. Ritesh Kalra	Non-Executive Independent Director
Mr. Manish Makhija	Chief Financial Officer
Mr. Narender Kumar Sharma	Company Secretary & Compliance Officer

Appointment/Re-appointment/Cessation/Change in Designation of Directors and Key Managerial Personnel during the
Financial Year

Name	Designation	Change
Ms. Seher Shamim	Non-Executive - Independent Director	• Resigned from the Position of I n dep end en t D i rec to r o f th e company as on 06th September, 2024 due to personal reasons
Mr. Neeraj Jain	Non-Executive - Independent Director	• Appointed as an Additional Non¬ Executive Independent Director of the company on December 02nd, 2024, and subsequently regularized as a Non-Executive Independent Director through EGM on December 28th, 2024 (being the last date of voting)
Mr. Saurabh Gupta	Non-Executive - Independent Director	• Resigned from the Position of I n dep end en t D i rec to r o f th e company as on February 12th, 2025 due to personal reasons

Appointments & Cessations after the end of Financial Year i.e., March 31^st, 2025 till the date of this Report:

Name	Designation	Change
Mr. Sudhanshu Singhal	Non-Executive Independent Director	Appointed as an Additional Non¬ Executive Independent Director of the company on June 20th, 2025

27. RE-APPOINTMENT OF DIRECTOR(S) RETIRING BY ROTATION

In accordance with the provisions of Section 152 the Companies Act, 2013 and the Article of Association of the
Company read with Companies (Appointment and Qualification of Directors) Rules, 2014, Ms. Anamika Dham, (DIN:
02656824) retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re¬
appointment.

A brief resume, nature of expertise, details of directorships held in other companies of the Directors proposed to
be appointed/re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard
2 and Regulation 36 of the Listing Regulations, is appended as an Annexure to the Notice of the ensuing AGM.

28. DECLARATION FROM INDEPENDENT DIRECTOR

Your Company has received declarations from all the Independent Directors of your Company confirming that they
meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI
Listing Regulations and there has been no change in the circumstances which may affect their status as an
Independent Director. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2)
of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in
the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications,
experience and expertise and that they hold highest standards of integrity.

29. MEETINGS OF THE BOARD

The Board met Fifteen (15) times during the FY 2024-25. The details of composition of Board of Directors and its
Committees, meetings held during the year and other relevant information are included in the Corporate Governance
Report, which forms part of this Annual Report. The intervening gap between any two meetings was within the period
prescribed by the Companies Act, 2013 & SEBI (Listing Obligations and Disclosures Requirements) Regulations,
2015 read with relevant relaxations granted by Ministry of Corporate Affairs (MCA) and Securities and Exchange
Board of India (SEBI).

Sequence of Board Meetings held during 2024-25:

• 09.04.2024

• 06.05.2024

• 30.05.2024

• 05.07.2024

• 13.08.2024

• 06.09.2024

• 14.11.2024

• 02.12.2024

• 14.02.2025

• 15.02.2025

• 16.02.2025

• 20.02.2025

• 10.03.2025

• 12.03.2025

• 15.03.2025

30. SEPARATE MEETING OF INDEPENDENT DIRECTORS

As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act, 2013, a separate
meeting of the Independent Directors of the Company was held on 14^th February, 2025 to review, among other things,
the performance of non-independent directors and the Board as whole, evaluation of the performance of the Chairman
and the flow of communication between the board and the management of the Company.

31. MEETING OF COMMITTEES

The Audit committee met Five (05) times during the FY 2024-25, Nomination and Remuneration Committee met
Three (03) times during FY 2024-25 and Stakeholder Relationship Committee met once during the FY 2024-25. The
details of composition of Committees, meetings held during the year and other relevant information are included in
the Corporate Governance Report, which forms part of this Annual Report. The intervening gap between any two

meetings was within the period prescribed by the Companies Act, 2013 & SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015 read with relevant relaxations granted by Ministry of Corporate Affairs (MCA) and
Securities and Exchange Board of India (SEBI).

32. ANNUAL BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees, the
Individual Directors, the Chairman of the Company, etc. pursuant to the provisions of the Companies Act, 2013 read
with the Rules framed thereunder and SEBI (LODR) Regulations, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis
of criteria such as the board composition and structure, effectiveness of board processes, information, and functioning
etc., and the performance of the Committees was evaluated by the Board after seeking inputs from the Committee
Members on the basis of criteria such as the composition of committees, effectiveness of committee meetings etc.

In a separate meeting of Independent Directors, performance of the Directors, the Board as a whole, and the
Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive
directors.

Outcome of the Evaluation

The Board of the Company was satisfied with the functioning of the Board and its Committees. The Committees
are functioning well and besides covering the Committees’ terms of reference, as mandated by applicable laws,
important issues are brought up and discussed in the Committee Meetings. The Board was also satisfied with the
contribution of Directors in their individual capacities. The Board has full faith in the Chairman leading the Board
effectively and ensuring participation and contribution from all the Board Members.

33. FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS

As per requirement under the provisions of Section 178 of the Companies Act, 2013 read with Companies (Meeting
of the Board and its powers) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations
2015. Your Company has adopted a familiarization programme for Independent Directors to familiarize them with the
Company, their role, rights, responsibilities in the Company, nature of the industry in which the Company operates,
business model, management structure, industry overview, internal control system and processes, risk management
framework, functioning of various divisions and HR Management etc.

Your company aims to provide the insight into the Company to its Independent Directors enabling them to contribute
effectively. The Company arranges site visit for the Directors, giving them insight of various projects and Directors
are also informed of various developments relating to the industry on regular basis and are provided with specific
regulatory updates from time to time.

The details of the familiarization programme of the Independent Directors are available on the website of the
Company www.gourmetgateway.co.in.

34. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

As per Section 124(6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time, all the shares in respect to
which dividend has remained unclaimed/unpaid for a period of Seven Consecutive year or more are required to
transfer in the name of IEPF, but the company is not required to transfer the said amount to the IEPF established
by the Central Government as the company has not declared any dividend in any financial year.

35. DETAILS OF FRAUD REPORT BY AUDITOR

There have been no instances of fraud reported by the Auditors of the Company under Section 143(12) of the
Companies Act, 2013 and the Rules framed there under either to the Company or to the Central Government.

36. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate financial control system and framework in place to ensure:

1. The orderly and efficient conduct of its business;

2. Safeguarding of its assets;

3. The prevention and detection of frauds and errors;

4. The accuracy and completeness of the accounting records; and

5. The timely preparation of reliable financial information.

The same is subject to review periodically by the internal auditor for its effectiveness. The management has
established internal control systems commensurate with the size and complexities of the business.

The internal auditor of the company checks and verifies the internal control and monitors them in accordance with
policy adopted by the company. The Board regularly reviews the effectiveness of controls and takes necessary
corrective actions where weaknesses are identified as a result of such reviews. This review covers entity level
controls, process level controls, fraud risk controls.

The internal control manual provides a structured approach to identify, rectify, monitor and report gaps in the internal
control systems and processes. To maintain its objectivity and independence, the internal audit function reports to
the chairman of the Audit Committee and all significant audit observations and corrective actions are presented to
the Committee. Accordingly, the Board is of the opinion that the Company’s internal financial controls were adequate
and effective during FY 2024-25.

37. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES

The Company has five (05) Subsidiary Companies (including Step down Subsidiaries) as on March 31^st, 2025:

S.No.	Name of the Company	Status	% holding	Applicable Section
1.	Boutonniere Hospitality Private Limited	Subsidiary	95.98	2(87)
2.	Barista Coffee Company Limited	Step down Subsidiary	88.35	2(87)
3.	Welgrow Hotels Concept Private Limited	Step down Subsidiary	100	2(87)
4.	Kaizen Restaurants Private Limited	Step down Subsidiary	100	2(87)
5.	So Indulgent India Private Limited	Step down Subsidiary	70	2(87)

In accordance with proviso to sub-section (3) of Section 129 of the Companies Act 2013, a statement containing
salient features of the financial statements of the Company’s Subsidiaries and the report on their performance and
financial position in Form AOC-1 is annexed to the financial statements and forms part of the Annual Report, which
covers the financial position of the Subsidiary Companies.

In accordance with third proviso to Section 136(1) of the Companies Act, 2013, the Annual Report of your Company,
containing therein its audited standalone and the consolidated financial statements has been placed on the website
of the Company.

38. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

The details of Loans, Guarantees, Investments under the provisions of Section 186 of the Companies Act, 2013
read with Companies (Meetings of Board and its Powers) Rules, 2014 as of 31^st March 2025 form part of the Notes
to the financial statements provided in this Annual Report.

Investment in Subsidiaries

• During the year under review, the Company has made further investments to the extent of Rs. 2,47,65,834
(Two Crore Forty-Seven Lakhs Sixty-Five Thousand and Eight Hundred Thirty-Four Rupees) in its Subsidiary
Company, Boutonniere Hospitality Private Limited, incorporated on 24th September, 2009, by way of subscription
to 1,69,629 fully paid up Equity Shares of face value of Rs. 10/- each on private placement basis, at a price
of Rs. 146/- each (Issue Price) (including a premium of Rs. 136 each). Furthermore, after the completion of
the said proposed acquisition, the Company will hold 95.95% of the total issued and paid-up share capital
of the Investee Company, and the Investee Company had became a Subsidiary of the Company.

• During the year under review, the Company has made further investments to the extent of Rs. 1,12,50,030
(One Crore Twelve Lakh Fifty Thousand and Thirty Rupees) in its Subsidiary Company, Boutonniere Hospitality
Private Limited, incorporated on 24^th September, 2009, by way of subscription to 77,055 (Seventy-seven Lakh
and Fifty-Five) fully paid-up Equity Shares of face value of Rs. 10/- each on private placement basis, at a
price of Rs. 146/- each (Issue Price) (including a premium of Rs. 136 each). Furthermore, after the completion
of the said proposed acquisition, the Company will hold 95.98% of the total issued and paid-up share capital
of the Investee Company, and the Investee Company had became a Subsidiary of the Company.

39. VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act, 2013 and the Rules framed there under and pursuant to the
provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Your Company has adopted
a whistle blower policy and has established the necessary vigil mechanism for directors and employees to facilitate
reporting of the genuine concerns about unethical or improper activity, without fear of retaliation.

The vigil mechanism of your Company provides for adequate safeguards against victimization of whistle blowers who
avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional
cases.

The said policy is uploaded on the website of your Company at www.gourmetgateway.co.in.

40. RISK MANAGEMENT POLICY

Your Company has an elaborated risk Management procedure and adopted systematic approach to mitigate risk
associated with accomplishment of objectives, operations, revenues and regulations. Your Company believes that
this would ensure mitigating steps proactively and help to achieve stated objectives. The entity’s objectives can be
viewed in the context of four categories Strategic, Operations, Reporting and Compliance. The Risk Management
process of the Company focuses on three elements, viz.

> Risk Assessment

> Risk Management

> Risk Monitoring

The Audit Committee has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving
the Company’s enterprise wide risk management framework; and (b) Overseeing that all the risk that the organization
faces. The key risks and mitigating actions are also placed before the Audit Committee of the Company; Significant
audit observations and follow up actions thereon are reported to the Audit Committee. The Committee reviews
adequacy and effectiveness of the Company’s internal control environment and monitors the implementation of audit
recommendations, including those relating to strengthening of the Company’s risk management policies and systems.

41. POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain
the independence of the Board, and separate its functions of governance and management.

Pursuant to Section 178(3) of the Companies Act 2013, the Nomination and Remuneration Committee of the Board
has framed a policy for selection and appointment of Directors and senior management personnel, which inter alia
includes the criteria for determining qualifications, positive attributes and independence of a Director(s)/Key Managerial
Personnel and their remuneration. The nomination and remuneration policy is available on the website of the
Company i.e. www.gourmetgateway.co.in.

42. POLICY ON SEXUAL HARASSMENT

The Company has in place a Policy on Prevention, Prohibition and Redressal of sexual harassment at the workplace
in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. Your Company has formed an Internal Complaints Committee (ICC) to redress complaints
received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered
under this Policy.

During the financial year ended 31^st March 2025, the Company has not received any complaints pertaining to Sexual
Harassment.

Number of complaints of sexual harassment received in the year	NIL
Number of complaints disposed off during the year	NIL
Number of cases pending for more than ninety days	NIL

43. STATEMENT CONCERNING ABOUT COMPLIANCE OF PROVISION RELATING TO THE MATERNITY
BENEFIT ACT 1961

Pursuant to the Companies (Accounts) Second Amendment Rules, 2025, the Company affirms that it is in compliance
with the provisions of the Maternity Benefit Act, 1961. The Company remains committed to providing a safe,
supportive, and inclusive work environment for women employees, in line with the applicable statutory requirements.

44. CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within
the purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on
corporate social responsibility. The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions are not applicable.

45. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (‘IBC’)

During the financial year under review, neither any application is made by the Company, nor is any proceeding
pending against the Company under Insolvency and Bankruptcy Code, 2016.

46. ANNUAL RETURN

Pursuant to the provisions of section 92 (3) of the Companies Act, 2013 read with rule 12 of the Companies
(Management and Administration) Rules, 2014, Annual return of the Company is available on the website of the
Company at www.gourmetgateway.co.in.

47. INVESTOR RELATIONS

Your Company always endeavors to promptly respond to shareholders’ requests/grievances. Each and every issue
raised by the shareholders is taken up with utmost priority and every effort is made to resolve the same at the
earliest. The Stakeholders Relationship Committee of the Board periodically reviews the status of the redressal of
investors’ grievances.

48. COMPLIANCE OF THE SECRETARIAL STANDARDS

The Board confirms that, during the period under review, the Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India (ICSI) as amended from time to time.

49. GENERAL DISCLOSURE

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no
transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (sweat equity shares) to employees of the Company under any scheme.

3. During the year under review, provisionally attached order was passed by the Deputy Director, Gurugram
Zonal office, Director of Enforcement, New Delhi in alleged contravention of Violation under Prevention
Laundering Act, 2002 dated 13 th September, 2024. The said order does not have impact on the
business or running operations of the Company.

4. During the year under review, there are no instances of one-time settlement with any banks or financial
institutions.

5. There was no revision of financial statements and Board’s Report of the Company during the year under
review.

50. LISTING AT STOCK EXCHANGE

The Equity Shares of Company are listed on BSE Limited and the National Stock Exchange of India Limited and
are actively traded. The Company has already paid the Annual Listing Fee to the concerned Stock Exchanges for
the year 2024-25 and 2025-26.

51. HUMAN RESOURCE MANAGEMENT AND INDUSTRIAL RELATIONS

During the period under review, the relations between the Management and the workmen were highly cordial. Human
resources initiatives such as skill up gradation, training, appropriate reward & recognition systems and productivity
improvement were the key focus areas for development of the employees of the Company.

Industrial relation continued to remain cordial at all level of the employee during the year.

52. ACKNOWLEDGEMENT

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and
dedicated efforts put in by all the employees. Your Directors take this opportunity to express their grateful appreciation
for the encouragement, cooperation and support received by the Company from the local authorities, bankers, clients,
suppliers and business associates. The directors are thankful to the esteemed shareholders for their continued
support and the confidence reposed in the Company and its management.

By order of the Board of the Directors
For Gourmet Gateway India Limited

(Formerly Known as Intellivate Capital Ventures Limited)

Sd/-

Anubhav Dham
Chairman cum Director
DIN: 02656812

Place : Gurugram
Date : 05.09.2025

---

Mar 31, 2024

Your Directors are pleased to present the 41^st Annual Report on the business and operations of the Company together with the Audited Financial Statements for the Financial Year ended 31^st March, 2024.

1. FINANCIAL RESULTS:

(Amount in Lakhs)

S. No.	Particulars	STANDALONE		CONSOLIDATED
		2023-24	2022-23	2023-24	2022-23
1.	Revenue from Operations	275.81	49.15	14604.26	6172.64
2.	Other Income	398.99	285.95	1243.04	386.64
3.	Total Income	674.80	335.10	15847.30	6559.28
4.	Employee Benefit Expense	25.65	15.78	3282.45	1315.09
5.	Finance Cost	193.00	117.14	1065.39	530.97
6.	Other Expenses	272.42	29.48	10747.81	4347.06
7.	Total Expenses	491.07	162.40	15095.65	6193.12
8.	Profit / (Loss) before Tax & Exceptional Items	183.73	172.70	751.65	366.16
9.	Exceptional items	-	-	-	83.77
10.	Profit before tax	183.73	172.70	751.65	449.93
11.	Tax Expense	50.09	43.70	189.28	102.21
12.	Profit before Comprehensive income	133.64	129.00	562.37	347.72
13.	Other Comprehensive Income	(0.50)	-	1.94	(15.51)
14.	Profit/(Loss) for the Year	133.59	129.00	562.37	332.21
15.	EPS	0.10	0.37	0.37	0.94

1. There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year and the date of this report.

2. There has been no change in nature of business of your Company.

2. PERFORMANCE HIGHLIGHTS:

Standalone Financial Performance of your Company:

Your Board takes pleasure in reporting that the Revenue from Operations of the Company for the Financial Year ended 31st March 2024 amounted to Rs.674.80 Lakhs and earned a net profit of Rs.133.64 Lakhs for the F.Y 202324 as against net profit of Rs.129 Lakhs in F.Y 2022-23.

Consolidated Financial Performance of your Company:

Your Board takes pleasure in reporting that the Revenue from Operations of the Company for the Financial Year ended 31st March 2024 amounted to Rs. 15847.30 Lakhs and earned a net profit of Rs.562.37 Lakhs for the F.Y 2023-24 as against net profit of Rs. 329.75 Lakhs in F.Y. 2022-23.

3. SHARE CAPITAL, CONVERTIBLE SECURITIES AND WARRANTS:

Share Capital Structure of the Company at the beginning of Financial year:-

S. No	Particulars	Equity Shares	Preference Shares
1.	Authorised Share Capital	10,00,00,000	5,00,00,000
2.	Paid Up Share Capital	4,30,28,226	3,32,91,901
3.	Value per Share	1	1

AUTHORISED SHARE CAPITAL

During the year under review, there was change in the Authorised Share Capital of the Company. As on 31st March, 2024, the Authorised Share Capital stood at Rs. 22,00,00,000 (Rupees Twenty Two Crore only) divided into 17,00,00,000 (Seventeen Crore) Equity Shares of Rs. 1 each totaling to Rs. 17,00,00,000 (Rupees Seventeen Crore only) and 5,00,00,000 (Five Crore) Preference Shares of Rs. 1 each totaling to Rs. 5,00,00,000 (Rupees Five Crore only).

PAIDUP SHARE CAPITAL

As on 1st April, 2023, the Paid up Share Capital of the Company stood at Rs. 7,63,20,127 (Rupees Seven Crore Sixty Three Lakhs Twenty thousand One Hundred Twenty Seven only) divided into 4,30,28,226 (Rupees Four Crore Thirty Lakhs Twenty Eight thousand Two Hundred Twenty Six only) Equity Shares of Rs. 1 each totaling to Rs. 4,30,28,226 (Rupees Four Crore Thirty Lakhs Twenty Eight thousand Two Hundred Twenty Six only) and 3,32,91,901 (Three Crore Thirty Two Lakhs Ninety One Thousand Nine Hundred One) 10% Redeemable NonConvertible Non-Cumulative Preference Shares (“RNCPS”) of Rs. 1 each totaling to Rs. 3,32,91,901 (Three Crore Thirty Two Lakhs Ninety One Thousand Nine Hundred One).

Share Capital Structure of the Company at the end of Financial year:-

S. No	Particulars	Equity Shares	Redeemable NonConvertible Preference Shares	Compulsorily Convertible Preference Shares
1.	Authorised Share Capital	17,00,00,000	5,00,00,000
2.	Paid Up Share Capital	13,68,29,352	12,81,646	26,65,242
3.	Value per Share	1	1

Preferential Issue

During the year under review, the Company issued and allotted the following securities on a preferential issue basis:

i. Pursuant to the resolutions passed by the Board of Directors on 07^th July, 2023 and the Shareholders of the Company on 02nd August, 2023 and upon receipt of all requisite approvals including that of the stock exchanges, 91,96,935 (Ninety One Lakh Ninety Six Thousand Nine Hundred Thirty Five only) Convertible Warrants were allotted upon upfront receipt of 25% of the Convertible Warrants subscription amount, at an issue price of Rs. 25 (Rupees Twenty Five only) per Convertible Warrant, including Premium of Rs. 24 per share (including the warrant subscription price and the warrant exercise price) aggregating up to Rs. 22,99,23,375/- (Rupees Twenty Two Crores Ninety Nine Lakh Twenty Three Thousand Three Hundred Seventy Five only) to Promoters and other non-promoter group persons for cash consideration, within a maximum period of 18 (Eighteen) months from the date of allotment of Warrants.

Out of 91,96,935 Convertible Warrants, 25,81,558 Convertible Warrants held by Amfine Capital Management Private Limited were converted into 25,81,558 (Twenty Five Lakh Eighty One Thousand Five Hundred and

Fifty Eight) equity shares of the Company upon receipt of balance 75% of the Convertible Warrant subscription amount.

ii. Pursuant to the resolutions passed by the Board of Directors on 07th September, 2023 and the Shareholders of the Company on 30th September, 2023 and upon receipt of all requisite approvals including that of the stock exchanges, the Company did Variation/alteration of preference shareholders rights by issue and allotment of 26,65,242 10% Compulsorily Convertible Preference Shares (CCPS) of Rs. 1 each in lieu of existing 2,47,42,396, 10% Redeemable Non-Convertible Non-Cumulative Preference Shares (RNCPS) of Rs. 1 each.

In aggregate, 26,65,242 CCPS of Rs. 1/-each were issued and allotted to RNCPS holder; and subsequently the said CCPS will be converted by issue and allotment of 26,65,242 Equity Shares of face value of Rs. 1/ each at a price of Rs. 80/-per Equity Share, (including premium of Rs 79/- per share) a price derived as per Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Bonus Issue

During the year the Board in its meeting held on 29^th December, 2023 issued and recommended Bonus shares in the ratio (2:1). The Shareholders approved the issue of Bonus shares in the Extraordinary General meeting held on 27^th January, 2024 via video conferencing. The Company allotted 8,95,12,902 equity shares of Rs. 1/-each in the proportion of 2:1 i.e One(2) bonus equity share of Rs. 1/ each for every One (1) share of Rs. 1/each held. The Bonus shares were credited to the shareholders on the record date fixed on 12^th January, 2024.

Furthermore, the Company has also reserved Rs. 1,49,37,420/- (Rupees One Crore Forty Nine Lakhs Thirty Seven Hundred Four hundred and twenty Rupees only) for the warrant holders holding 74,68,710 (Seventy Four Lakhs Sixty Eight Thousand Seven Hundred Ten only) Warrants convertible into Equity Shares and Rs. 53,30,484 (Rupees Fifty Three Lacs Thirty Thousand Four Hundred Eighty Four only) for the CCPS holders holding 26,65,242 (Twenty Six Lakhs Sixty Five Thousand Two Hundred forty Two only), 10 % Compulsorily Convertible Preference Shares (CCPS) for the purpose of bonus issue of equity shares.

Additionally, pursuant to Conversion of warrants held by Amfine Capital Management Limited by Board Resolution passed on 06^th May, 2024 and 05^th July, 2024, the company has already issued Bonus Equity Shares of worth Rs. 17,06,666 (Seventeen Lakhs Six Thousand Six Hundred Sixty Six only) out Rs. 1,49,37,420/- (Rupees One Crore Forty Nine Lakhs Thirty Seven Hundred Four hundred and twenty Rupees only) reserved for warrant holders.

The aforesaid bonus equity shares issued and allotted were listed on the Stock Exchanges.

Redemption of Preference Shares

Pursuant to resolution passed by Board in its meeting held on September 27, 2023 and November 10, 2023 and consent received by the concerned preference shareholders, the company has redeemed 7267859 10% Redeemable Non-Convertible Non-Cumulative Preference Share held by shareholders at Rs. 8.6683 having Face Value of Rs 1 each including premium of Rs. 7.6683 aggregating to Rs 6,30,00,000 (Six Crore thirty Lakhs only).

4. PERFORMANCE AND FINANCIAL DETAILS OF SUBSIDIARIES

The financial performance of the subsidiaries are discussed in the Report on Management Discussion & Analysis Report. Pursuant to the provisions of Sections 129, 133, 134 and 136 of the Act read with Rules framed thereunder, the Company has prepared Consolidated Financial Statements of the Company and a separate statement containing the salient features of financial statement of subsidiaries in Form AOC-1 forms part of the Annual Report as Annexure I.

In accordance with Section 136 of the Act, the Annual Accounts of the Subsidiaries are available on the Company’s website and also open for inspection by any Member at the Company’s Registered Office. The Company will make available these documents and the related detailed information upon request by any Member of the Company or by any Member of its Subsidiary, who may be interested in obtaining the same.

5. DIVIDEND:

During the period under review, your Directors does not recommend any dividend on the equity shares for the year ended March 31,2024 as the Company requires ploughing back of the profits to the working capital of the Company and expects better results in the coming years.

6. TRANSFER TO RESERVES:

During the year under review, Your Company has not transfer any amount under the head Reserve in the Financial Statements for the Financial Year ended March 31, 2024.

7. DEMATERIALISATION AND LISTING

The equity shares of the Company are admitted to the depository system of National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on 31st March, 2024, 13,42,60,853 Equity Shares representing 99.99% of the Equity Share Capital of the Company are in dematerialized form. The Equity Shares of the Company are compulsorily traded in dematerialized form as mandated by the Securities and Exchange Board of India (SEBI). The International Securities Identification Number (ISIN) allotted to the Company with respect to its Equity Shares is INE512D01028.

The Equity shares of the Company are listed on BSE Limited.

8. RECONCILIATION OF SHARE CAPITAL AUDIT

As per the direction of the Securities & Exchange Board of India, the Reconciliation of Share Capital Audit was carried out on quarterly basis for the quarter ended June 30th, 2023, September 30th, 2023, December 31st, 2023 and March 31st, 2024 by a Company Secretary in Practice. The purpose of the audit was to reconcile the total number of shares held in National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and in physical form with respect to admitted, issued and paid up capital of the Company.

The aforesaid Reports of Reconciliation of Share Capital were submitted to the BSE Limited, where the equity shares of the Company are listed.

9. CHANGE OF REGISTERED OFFICE

During the financial year under review, the company has changed its Registered Office from 1104, A Wing, Naman Midtown, 11th Floor Senapati Bapat Marg, Prabhadevi Mumbai-400013 to 120, SV Road, Reporters Bungalow Near Shopper’s Stop Opp. Bata, Ground Floor, Andheri West, Mumbai-400058 with effect from 07th July, 2023.

Furthermore, pursuant to Board resolution passed by Directors of the company as on September 07, 2023 and Special resolution passed by Shareholders of the company as on September 30, 2023 have approved the shifting of Registered Office of the Company from the “State of Maharashtra” to the “State of Haryana”, subject to the approval of the Hon’ble Regional Director, Western Region, Maharashtra. Further, the Company also filed the relevant application with the said Hon’ble Regional Director as per the provisions of the Companies Act, 2013 seeking approval for the same. Pursuant to the order passed by Regional Director on 1^st July, 2024, the company has shifted it’s registered office at Village Dabodha, Khasra No 4/18,22,23,24,5 //11,6//2,3,4, Tehsil Farrukhnagar, Gurugram, Haryana, 122506.

10. CHANGE OF NAME OF THE COMPANY

As the members are aware that your Company has changed its main business object and ventured into the Restaurant and Food Service industry from Financial Year 2022-23. Accordingly, it was considered appropriate to align its name as per the newly added business commenced by the Company.

The Board of Directors of the Company at its meeting held on 29th December, 2023 and 13th February, 2024 approved the proposal for change of name of the Company from “Intellivate Capital Ventures Limited” to “Gourmet Gateway India Limited” along with the consequential amendments required to be made in the Memorandum of Association and Articles of Association, subject to the approval of ROC, CRC, MCA, Members of the Company and Stock Exchange (i.e. BSE Limited).

Further in accordance with the provisions of Section 13 and 14 of the Companies Act, 2013 (“the Act”) and pursuant to Regulation 45 of SEBI (Listing Obligations and Disclosure) Requirements, 2015 (“Listing Regulation”), to the extent applicable, the Company obtained shareholder’s approval by way of a Special Resolution through Postal Ballot Process vide Notice dated 04th March, 2024, to effect the change in the Company’s name and make necessary consequential alterations to the Memorandum and Articles of Association.

A fresh Certificate of Incorporation pursuant to change of name was issued by the Ministry Of Corporate Affairs, Office of the Central Processing Centre Gurgaon, Haryana on 29th May, 2024.

11. MANAGEMENT DISCUSSIONS AND ANALYSIS:

The Management Discussion and Analysis Report on the operations of the Company, as required under Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ‘Listing Regulations’) and as approved by the Board of Directors, is provided in a separate section and forms an integral part of this Report.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report.

13. CHANGE IN NATURE OF BUSINESS:

There was no change in the nature of business of the Company during the financial year ended on March 31,2024.

14. PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

15. DIRECTORS’ RESPONSIBILITY STATEMENT:

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3) (c) of the Companies Act, 2013:

a. that in the preparation of the Annual Financial Statements for the year ended 31st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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

c. 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;

d. the Annual Financial Statements have been prepared on a going concern basis;

e. that the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

16. CORPORATE GOVERNANCE REPORT:

The Directors adhere to the requirements set out by the Securities and Exchange Board of India’s Corporate Governance practices and have implemented all the stipulations prescribed. Secretarial compliances, reporting, intimations etc. under the Companies Act, 2013, SEBI Regulations and other applicable laws, rules and regulations are noted in the Board/Committee Meetings from time to time. The Company has implemented several best corporate governance practices.

The Corporate Governance Report as stipulated under Regulation 34(3) and other applicable Regulations read with Part C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Report.

17. CERTIFICATE ON CORPORATE GOVERNANCE

The requisite Certificate received from the Secretarial Auditors of the Company, M/s K. Rahul & Associates, Practising Company Secretaries, in respect of compliance with the conditions of Corporate Governance as stipulated under Regulation 34(3) read with Clause E of Schedule V of the SEBI (LODR) Regulations, 2015, is attached and forms part of the Integrated Annual Report.

18. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING / OUTGO:

Provisions of Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 pertaining to Conservation of Energy, Research & Development, Technology Absorption are not applicable to the Company.

During the period under review, the Company has neither earned or expense any foreign currency.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All arrangements/ transactions entered into by the Company with its related parties during the year were in the ordinary course of business and on an arm’s length basis. During the year, the Company has entered into any arrangement/transaction with related parties which could be considered material in accordance with the Company’s Policy on Related Party Transactions, read with the Listing Regulations and the disclosure of related party transactions In accordance with Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements with related parties, referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 is attached as Annexure II to this Report.

The Related Party Transaction Policy is available on the Company’s website under the web link www.gourmetgateway.co.in

Details of the Related Party Transactions, as required under Listing Regulations and the relevant Accounting Standards are given in note 26 to the Financial Statements.

20. AUDITORS AND THEIR REPORT:

(I) STATUTORY AUDITORS:

M/s Walker Chandiok & Co. LLP, was appointed as the statutory auditors of the Company, to hold office for five consecutive years from the conclusion of the 40^th AGM of the Company, till the conclusion of the 44th AGM to be held for the financial year 2026-27, as required under Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014.

The Statutory Auditors’ Report on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31,2024 forms part of this Annual report and the observations of the Statutory Auditors, when read together with the relevant notes to accounts and accounting policies are self-explanatory and therefore do not call for any further comments. The Audit report for the FY 2023-24 does not contain any qualification or adverse remarks.

During the year, the Statutory Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013. Therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013.

(II) INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Companies Act, 2013, read with the rules made there under, the Board of Directors had appointed M/s Chatterjee & Chatterjee, Chartered Accountants (FRN: 001109C), to undertake the Internal Audit of the Company for the Financial Year ended on March 31, 2024.

(III) SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s K. Rahul & Associates, Practising Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year ended on March 31, 2024.

The Secretarial Audit Report given by M/s K. Rahul & Associates, Practising Company Secretaries, in Form MR-3, for the Financial Year 2023-24 is annexed to this report as Annexure III. There are no qualifications, reservations, adverse remarks or disclaimers in their Secretarial Audit Report.

(IV) COST AUDITOR:

During the period under review, provision regarding the appointment of Cost Auditor & maintaining the Cost Records pursuant to the provision of Section 148 of the Companies Act, 2013 read with Companies (Audit & Auditors) Rules, 2014, is not applicable on the company.

21. PREVENTION OF INSIDER TRADING

In view of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, your Company has adopted the code of conduct to regulate, monitor & report insider-trading activities. The said code is available on website of the Company i.e. www.gourmetgateway.co.in. All Board of Directors and the designated person have confirmed compliance with the code.

22. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosure pertaining to remuneration and other details as required under Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure E.

23. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:

As required by Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Cash Flow Statement is appended.

In compliance with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in compliance with the provisions of Section 129(3) and other applicable provisions of the Companies Act, 2013 and the Indian Accounting Standards Ind-AS 110 and other applicable Accounting Standards, your Directors have pleasure in attaching the consolidated financial statements for the financial year ended March 31, 2024, which forms part of the Annual Report.

24. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on the date of this report, the following are Key Managerial Personnel (“KMPs”) and Board of Directors of the Company as per Sections 2(51) and 203 of the Act:

Name	Designation
Mr. Anubhav Dham	Non-Executive Director
Ms. Anamika Dham	Non-Executive Director
Ms. Aarti Jain	Managing Director
Mr. Saurabh Gupta	Non-Executive Independent Director
Mr. Ritesh Kalra	Non-Executive Independent Director
Ms. Sehar Shamim	Non-Executive Independent Women Director
Mr. Manish Makhija	Chief Financial Officer
Mr. Narender Kumar Sharma	Company Secretary & Compliance Officer

Appointment/Re-appointment/Cessation/Change in Designation of Directors and Key Managerial Personnel during the Financial Year

During the year under review, following changes took place in the Directorships and Key Managerial Personnel:

Name	Designation	Change
Mr. Manish Makhija	Chief Financial Officer	• Appointed as Chief Financial Officer of the company on 20th of May, 2022
Mr. Amit Gupta	Non-Executive -Independent Director	• Resigned from the Position of Independent Director of the company as on 06th of January, 2024 due to personal reasons
Mrs. Aarti Jain	Managing Director	• Re-designation and appointment of Mrs. Aarti Jain as Managing Director from her earlier designation of NonExecutive Director on November 10, 2023, and subsequently the same was approved by Shareholders in Meeting held on 27th January, 2024.
Mr. Saurabh Gupta	Non-Executive -	• Appointed as an Additional Non-Executive Independent Director of the company on February 13, 2024, and subsequently regularized as a Non-Executive Independent Director through postal ballot by way of electronic means on April 3, 2024 (being the last date of voting)
Mr. Ritesh Kalra	Non-Executive -Independent Director	• Appointed as an Additional Non-Executive Independent Director of the company on February 13, 2024, and subsequently regularized as a Non-Executive Independent Director through postal ballot by way of electronic means on April 3, 2024 (being the last date of voting)

Appointments & Cessations after the end of Financial Year i.e., March 31, 2024 till the date of this Repor

There were no other appointments/ resignations of Directors/KMP after the financial year.

25. RE-APPOINTMENT OF DIRECTOR(S) RETIRING BY ROTATION:

In accordance with the provisions of Section 152 the Companies Act, 2013 and the Article of Association of th Company read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Anubhav Dhar (DIN: 02656812) retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for r appointment.

A brief resume, nature of expertise, details of directorships held in other companies of the Directors proposed be appointed/re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standa 2 and Regulation 36 of the Listing Regulations, is appended as an Annexure to the Notice of the ensuing AGM

26. DECLARATION FROM INDEPENDENT DIRECTOR:

Your Company has received declarations from all the Independent Directors of your Company confirming that the meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of th SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as a Independent Director. The Independent Directors have also given declaration of compliance with Rules 6(1) ar 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their nam appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualification experience and expertise and that they hold highest standards of integrity.

27. MEETINGS OF THE BOARD:

The Board met Twelve (12) times during the FY 2023-24. The details of composition of Board of Directors and its Committees, meetings held during the year and other relevant information are included in the Corporate Governance Report, which forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 & SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 read with relevant relaxations granted by Ministry of Corporate Affairs (MCA) and Securities and Exchange Board of India (SEBI).

28. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on 22nd February, 2024 to review, among other things, the performance of non-independent directors and the Board as whole, evaluation of the performance of the Chairman and the flow of communication between the Board and the management of the Company.

29. MEETING OF COMMITTEES:

The Audit committee met Eight (8) times during the FY 2023-24, Nomination and Remuneration Committee met four (4) times during FY 2023-24 and Stakeholder Relationship Committee met once during the FY 2023-24. The details of composition of Committees, meetings held during the year and other relevant information are included in the Corporate Governance Report, which forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 & SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 read with relevant relaxations granted by Ministry of Corporate Affairs (MCA) and Securities and Exchange Board of India (SEBI).

30. ANNUAL BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees, the Individual Directors, the Chairman of the Company, etc pursuant to the provisions of the Companies Act, 2013 read with the Rules framed thereunder and SEBI (LODR) Regulations, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information, and functioning etc., and the performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of criteria such as the composition of committees, effectiveness of committee meetings etc.

In a separate meeting of Independent Directors, performance of the Directors, the Board as a whole, and the Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

Outcome of the Evaluation

The Board of the Company was satisfied with the functioning of the Board and its Committees. The Committees are functioning well and besides covering the Committees’ terms of reference, as mandated by applicable laws, important issues are brought up and discussed in the Committee Meetings. The Board was also satisfied with the contribution of Directors in their individual capacities. The Board has full faith in the Chairman leading the Board effectively and ensuring participation and contribution from all the Board Members.

31. FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS:

As per requirement under the provisions of Section 178 of the Companies Act, 2013 read with Companies (Meeting of the Board and its powers) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Your Company has adopted a familiarization programme for Independent Directors to familiarise them with the Company, their role, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model, management structure, industry overview, internal control system and processes, risk management framework, functioning of various divisions and HR Management etc.

Your company aims to provide the insight into the Company to its Independent Directors enabling them to contribute effectively. The Company arranges site visit for the Directors, giving them insight of various projects and Directors are also informed of various developments relating to the industry on regular basis and are provided with specific regulatory updates from time to time.

Details of the familiarization programme of the Independent Directors are available on the website of the Company www.gourmetgateway.co.in.

32. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

As per Section 124(6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time, all the shares in respect to which dividend has remained unclaimed/unpaid for a period of Seven Consecutive year or more are required to transfer in the name of IEPF, but the company is not required to transfer the said amount to the IEPF established by the Central Government as the company has not declared any dividend in any financial year.

33. DETAILS OF FRAUD REPORT BY AUDITOR:

There have been no instances of fraud reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013 and the Rules framed there under either to the Company or to the Central Government.

34. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate financial control system and framework in place to ensure: -

1. The orderly and efficient conduct of its business;

2. Safeguarding of its assets;

3. The prevention and detection of frauds and errors;

4. The accuracy and completeness of the accounting records; and

5. The timely preparation of reliable financial information.

The same is subject to review periodically by the internal auditor for its effectiveness. The management has established internal control systems commensurate with the size and complexities of the business.

The internal auditors of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The Board regularly reviews the effectiveness of controls and takes necessary corrective actions where weaknesses are identified as a result of such reviews. This review covers entity level controls, process level controls, fraud risk controls.

The internal control manual provides a structured approach to identify, rectify, monitor and report gaps in the internal control systems and processes. To maintain its objectivity and independence, the internal audit function reports to the chairman of the Audit Committee and all significant audit observations and corrective actions are presented to the Committee. Accordingly, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during FY 2023-24.

35. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES:

The Company has 5 Subsidiary Companies (including Step down Subsidiaries) as on March 31, 2024:

S.	No. Name of the Company	Status	% holding	Applicable Section
1.	Boutonniere Hospitality Private Limited	Subsidiary	95.85	2(87)
2.	Barista Coffee Company Limited	Step down Subsidiary	88.35	2(87)
3.	Welgrow Hotels Concept Private Limited	Step down Subsidiary	100	2(87)
4.	Kaizen Restaurants Private Limited	Step down Subsidiary	100	2(87)
5.	So Indulgent India Private Limited	Step down Subsidiary	70	2(87)

In accordance with proviso to sub-section (3) of Section 129 of the Companies Act 2013, a statement containing salient features of the financial statements of the Company’s Subsidiaries and the report on their performance and financial position in Form AOC-1 is annexed to the financial statements and forms part of the Annual Report, which covers the financial position of the Subsidiary Companies.

In accordance with third proviso to Section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing therein its audited standalone and the consolidated financial statements has been placed on the website of the Company.

Investment in Subsidiaries:

During the year under review, pursuant to the Board Resolution passed by the Board as on 19^th October, 2023, 6^th November, 2023 and 22^nd December, 2023, the Company has acquired 4,59,214 Equity Shares of Boutonniere Hospitality Private Limited (Subsidiary Company) in 3 tranches for total Consideration of Rs. 6,19,93,890.

Furthermore, on April 10^th, 2024 i.e. after the end of financial year 2023-24, company acquired 2,30,000 (100%) Equity Shares with a face value of Rs.10 each from the shareholders of Partitoe Ventures Private Limited for a total purchase consideration of Rs. 82,80,000. This acquisition made Partitoe Ventures Private Limited a wholly-owned subsidiary of Gourmet Gateway India Limited.

36. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:

Details of Loans, Guarantees, Investments under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 as of 31st March 2024 form part of the Notes to the financial statements provided in this Annual Report.

37. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to Section 177 of the Companies Act, 2013 and the Rules framed there under and pursuant to the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Your Company has adopted a whistle blower policy and has established the necessary vigil mechanism for directors and employees to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation.

The vigil mechanism of your Company provides for adequate safeguards against victimization of whistle blowers who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

The said policy is uploaded on the website of your Company at www.gourmetgateway.co.in.

38. RISK MANAGEMENT POLICY:

Your Company has an elaborated risk Management procedure and adopted systematic approach to mitigate risk associated with accomplishment of objectives, operations, revenues and regulations. Your Company believes that this would ensure mitigating steps proactively and help to achieve stated objectives. The entity’s objectives can be viewed in the context of four categories Strategic, Operations, Reporting and Compliance. The Risk Management process of the Company focuses on three elements, viz. (1) Risk Assessment; (2) Risk Management; (3) Risk Monitoring.

Audit Committee has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company’s enterprise wide risk management framework; and (b) Overseeing that all the risk that the organisation faces. The key risks and mitigating actions are also placed before the Audit Committee of the Company. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Committee reviews adequacy and effectiveness of the Company’s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company’s risk management policies and systems.

39. POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION:

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management.

Pursuant to Section 178(3) of the Companies Act 2013, the Nomination and Remuneration Committee of the Board has framed a policy for selection and appointment of Directors and senior management personnel, which inter alia includes the criteria for determining qualifications, positive attributes and independence of a Director(s)/Key Managerial Personnel and their remuneration. The nomination and remuneration policy is available on the website of the Company i.e. www.gourmetgateway.co.in.

40. POLICY ON SEXUAL HARASSMENT:

The Company has in place a Policy on Prevention, Prohibition and Redressal of sexual harassment at the workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Your Company has formed an Internal Complaints Committee (ICC) to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

During the financial year ended 31st March 2024, the Company has not received any complaints pertaining to Sexual Harassment.

41. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (‘IBC’):

During the financial year under review, neither any application is made by the Company, nor is any proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016.

42. ANNUAL RETURN:

Pursuant to the provisions of section 92 (3) of the Companies Act, 2013 read with rule 12 of the Companies (Management and Administration) Rules, 2014, Annual return of the Company is available on the website of the Company at www.gourmetgateway.co.in

43. INVESTOR RELATIONS:

Your Company always endeavors to promptly respond to shareholders’ requests/grievances. Each and every issue raised by the shareholders is taken up with utmost priority and every effort is made to resolve the same at the earliest. The Stakeholders Relationship Committee of the Board periodically reviews the status of the redressal of investors’ grievances.

44. COMPLIANCE OF THE SECRETARIAL STANDARDS

The Board confirms that, during the period under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (iCSI) as amended from time to time.

45. GENERAL DISCLOSURE:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (sweat equity shares) to employees of the Company under any scheme.

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

4. During the year under review, there are no instances of one-time settlement with any banks or financial institutions.

5. There was no revision of financial statements and Board’s Report of the Company during the year under review.

46. ACKNOWLEDGEMENT:

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees. Your Directors take this opportunity to express their grateful appreciation for the encouragement, cooperation and support received by the Company from the local authorities, bankers,

clients, suppliers and business associates. The directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

By order of the Board of the Directors For Gourmet Gateway India Limited

Sd/-

Anubhav Dham Chairman Cum Director DIN: 02656812

Place : Gurgaon

Date : 06^th September, 2024

---

Mar 31, 2023

The Directors are pleased to present the 40^th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the Financial Year ended 31^st March, 2023.

1. FINANCIAL RESULTS:

(Amount in Lakhs)
S. No.	Particulars	STANDALONE		CONSOLIDATED
		Current Year ended 31st March, 2023	Previous Year ended 31st March, 2022	Current Year ended 31st March, 2023
1.	Revenue from Operations	49.15	-	6172.64
2.	Other Income	285.95	6.12	386.64
3.	Total Income	335.10	6.12	6559.28
4.	Employee Benefit Expense	15.78	4.49	1315.09
5.	Finance Cost	117.14	-	530.97
6.	Other Expenses	29.48	25.22	4347.06
7.	Total Expenses	162.40	29.71	6193.12
8.	Profit / (Loss) before Tax & Exceptional Items	172.70	(23.59)	366.16
9.	Exceptional items	-	-	83.77
10.	Profit before tax	172.70	(23.59)	449.93
11.	Tax Expense	43.70	(2.95)	102.21
12.	Profit before Comprehensive income	129.00	(20.64)	347.72
13.	Other Comprehensive Income	-	-	(15.51)
14.	Profit/(Loss) for the Year	129.00	(20.64)	332.21
15.	EPS	0.37	(0.07)	0.94

2. OPERATIONAL PERFORMANCE:

STANDALONE

Your Board takes pleasure in reporting that the Revenue from Operations of the Company for the Financial Year ended 31st March 2023 amounted to Rs.49.15 Lakhs and earned a net profit of Rs.129.00 Lakhs for the F.Y 202223 as against net loss of Rs.20.64 Lakhs in F.Y 2021-22.

CONSOLIDATED

During the year under review, the Revenue from Operations of the Company on a consolidated basis amounted to Rs.6172.64 Lakhs. The operations resulted in a net profit of Rs.332.21 Lakhs to the company for F.Y. 2022-2023.

3. PREFERENTIAL ISSUE OF WARRANTS

Post the closure of the year under review, the Company has issued 91,96,935 Convertible Equity Warrants on Preferential basis pursuant to the resolutions passed by the Board of Directors on 07th July, 2023 and subsequent to obtaining approval from the company''s members on 2^nd August, 2023 to the Promoters/Other non-promoter persons at a price of '' 25/- each (including premium of Rs. 24/- per share).

Furthermore, The Company has also submitted an application for in-principle approval to the Bombay Stock Exchange (BSE) for this issuance and the said warrants will be converted into equity shares of the Company within 18 months from the date of Allotment.

4. PERFORMANCE AND FINANCIAL DETAILS OF SUBSIDIARIES

The financial performance of the subsidiaries are discussed in the Report on Management Discussion & Analysis Report. Pursuant to the provisions of Sections 129, 133, 134 and 136 of the Act read with Rules framed thereunder, the Company has prepared Consolidated Financial Statements of the Company and a separate statement containing the salient features of financial statement of subsidiaries in Form AOC-1 forms part of the Annual Report as Annexure I.

In accordance with Section 136 of the Act, the Annual Accounts of the Subsidiaries are available on the Company''s website and also open for inspection by any Member at the Company''s Registered Office. The Company will make available these documents and the related detailed information upon request by any Member of the Company or by any Member of its Subsidiary, who may be interested in obtaining the same.

5. DIVIDEND:

During the period under review, your Directors does not recommend any dividend on the equity shares for the year ended March 31,2023 as the Company requires ploughing back of the profits to the working capital of the Company and expects better results in the coming years.

6. TRANSFER TO RESERVES:

Out of the amount of Rs.1312.9 Lakhs available for appropriation your Board approved transfer of Rs.1183.9 Lakhs to Securities Premium Reserves and the remaining amount of Rs.129 Lakhs in the Retained Earnings.

7. CAPITAL STRUCTURE OF THE COMPANY:

Share Capital Structure of the Company at the beginning of Financial year:-

S. No	Particulars	Equity Shares	Preference Shares
1.	Authorised Share Capital	15,00,00,000	-
2.	Paid Up Share Capital	2,91,00,000	-
3.	Value per Share	1	-

AUTHORISED SHARE CAPITAL

During the Financial year under review, there has been no change in Authorized Share Capital of the company except Reclassification in the Authorized Share Capital of the Company from 15,00,00,000 /- (Rupees Fifteen Crore only) comprising of 15,00,00,000 equity shares of Rs.1 each, reclassified to;

a) Rs. 10,00,00,000/- (Rupees Ten Crore only) divided into 10,00,00,000 (Ten Crore) Equity Shares of Rs. 1/- (Rupee One) each and

b) Rs. 5,00,00,000/- (Rupees Five Crore only) divided into 5,00,00,000 (Five Crore ) Preference Shares of Rs. 1/- (Rupees One) each.

PAIDUP SHARE CAPITAL

• Equity Share Capital

During the financial year under review, with the consent of Members of the Company, 1,39,28,226/-(One Crore Thirty Nine Lacs Twenty Eight Thousand Two Hundred Twenty Six Only) equity shares of the face value of Rs.1/- (Rupees One Only) each were offered and allotted on preferential basis.

The aforesaid equity shares were listed and admitted to dealing on the Stock Excanges from 06th December, 2022.

• Preference Share Capital

During the financial year under review, with the consent of Members of the Company, 3,32,91,901 (Three Crores Thirty Two Lacs Ninety One Thousand Nine Hundred and One Only), 10% Redeemable Non-Convertible Non-Cumulative Preference Shares (“RNCPS”) of face value of Rs.1/- each (Rupees One only) were offered and allotted on a Private placement basis.

Share Capital Structure of the Company at the end of Financial year:-

S. No	Particulars	Equity Shares	Preference Shares
1.	Authorised Share Capital	10,00,00,000	5,00,00,000
2.	Paid Up Share Capital	4,30,28,226	3,32,91,901
3.	Value per Share	1	1

8. DEMATERIALISATION AND LISTING

The equity shares of the Company are admitted to the depository system of National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on 31st March, 2023, 4,30,17,226 Equity Shares representing 99.97 % of the Equity Share Capital of the Company are in dematerialized form. The Equity Shares of the Company are compulsorily traded in dematerialized form as mandated by the Securities and Exchange Board of India (SEBI). The International Securities Identification Number (ISIN) allotted to the Company with respect to its Equity Shares is INE512D01028.

The Equity shares of the Company are listed on BSE Limited.

9. RECONCILIATION OF SHARE CAPITAL AUDIT

As per the directive of the Securities & Exchange Board of India, the Reconciliation of Share Capital Audit was carried out on quarterly basis for the quarter ended June 30th, 2022, September 30th, 2022, December 31st, 2022 and March 31st, 2023 by a Company Secretary in Practice. The purpose of the audit was to reconcile the total number of shares held in National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and in physical form with respect to admitted, issued and paid up capital of the Company.

The aforesaid Reports of Reconciliation of Share Capital were submitted to the BSE Limited, where the equity shares of the Company are listed.

10. CHANGE OF REGISTERED OFFICE

During the financial year under review, the company did not changed its Registered Office.

However, after the financial year the company has changed the registered office of the Company:

From 1104, A Wing, Naman Midtown, 11th Floor Senapati Bapat Marg, Prabhadevi Mumbai-400013 to 120, SV Road, Reporters Bungalow Near Shopper''s Stop Opp. Bata, Ground Floor, Andheri West, Mumbai-400058 with effect from 07th July, 2023.

11. MANAGEMENT DISCUSSIONS AND ANALYSIS:

The Management Discussion and Analysis Report on the operations of the Company, as required under Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015 (hereinafter referred to as ‘Listing Regulations'') and as approved by the Board of Directors, is provided in a separate section and forms an integral part of this Report.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report.

13. CHANGE IN NATURE OF BUSINESS:

During the Financial Year under review, the board of director in its meeting held on 20 May, 2022 has proposed to change the main object of the company. Subsequently, with the approval of the members, company has changed its main object of the company and ventured into the Restaurant and Food Service industry.

Considering the size and market opportunity available in the Indian Food Service Market and for the Company''s business growth, sustainability and to enhance earnings, the board shortlisted few best suitable opportunities available with the Company for acquisition of a Restaurant and Food Service Business.

14. PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

15. DIRECTORS’ RESPONSIBILITY STATEMENT:

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3) (c) of the Companies Act, 2013:

a. that in the preparation of the Annual Financial Statements for the year ended 31^st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that the directors had selected such accounting policies and applied them consistently and made

judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for

that period;

c. 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;

d. the Annual Financial Statements have been prepared on a going concern basis;

e. that the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

16. CORPORATE GOVERNANCE REPORT:

As per the provisions of Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations, 2015, the provisions related to Corporate Governance as specified in

Regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V shall not apply to a listed entity having paid up Share Capital not exceeding Rupees Ten Crores and Net worth not exceeding Rupees Twenty Five Crores, as on the last day of the previous financial year.

As on the last day of the previous financial year, the paid up Share Capital is Rs. 4,30,28,226 and Net worth of the Company was below the threshold limits stated above, thereby presently the Company is not required to comply with the above provisions of Corporate Governance.

Accordingly, the Report on Corporate Governance and Certificate regarding compliance of conditions of Corporate Governance are not made a part of the Annual Report.

17. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING /OUTGO:

Details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are stated below:

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo for the year under review are as follows:

A. Conservation of Energy

a. Steps taken or impact on conservation of energy - The Operations of the Company do not consume energy intensively. However, Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy - Though the activities undertaken by the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises.

B. Technology Absorption

a. The efforts made towards technology absorption - The Company continues to take prudential measures in respect of technology absorption, adaptation and take innovative steps to use the scarce resources effectively.

b. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable

C. The Particulars of Foreign Exchange and Outgo for the year under review are:

(Rs. in Lakhs)
Particulars	Year ended 31st March, 2023	Year ended 31st	March, 2022
Foreign exchange earning	Nil	Nil
Foreign exchange Outgo	Nil	Nil

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All arrangements/ transactions entered into by the Company with its related parties during the year were in the ordinary course of business and on an arm''s length basis. During the year, the Company has entered into any arrangement/transaction with related parties which could be considered material in accordance with the Company''s Policy on Related Party Transactions, read with the Listing Regulations and the disclosure of related party transactions In accordance with Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements with related parties, referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 is attached as Annexure II to this Report.

The Related Party Transaction Policy is available on the Company''s website under the web link www.intellivatecapitalventures.in.

Details of the Related Party Transactions, as required under Listing Regulations and the relevant Accounting Standards are given in notes to the Financial Statements.

19. AUDITORS AND THEIR REPORT:(I) STATUTORY AUDITORS:

M/s K.J Shah & Associates. (Firm Registration No. 127308W), Chartered Accountants, were appointed as Statutory Auditors of the Company, for a term of 5 (five) consecutive years, at the 34th AGM held to hold office till the conclusion of 39th AGM of the Company.

On August 13, 2022, M/s K.J. Shah & Associates, Chartered Accountants, resigned from their position as the auditors of the company, as their tenure has ended during the 39th Annual General Meeting (AGM) of the Company.

The Board appointed M/s Walker Chandiok & Co. LLP, as new Statutory Auditor of the Company for a period of five years with the consent of the members of the Company until the conclusion of the 44^th Annual General Meeting to be held for the financial year 2026-27.

The Statutory Auditors'' Report on the Standalone Financial Statements and Consolidated Financial Statements of the Company for the financial year ended March 31, 2023 forms part of this Annual report and the observations of the Statutory Auditors, when read together with the relevant notes to accounts and accounting policies are selfexplanatory and therefore do not call for any further comments. The Audit report for the FY 2022-23 does not contain any qualification or adverse remarks.

During the year, the Statutory Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013. Therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013.

(II) INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Companies Act, 2013, read with the rules made there under, the Board of Directors had appointed M/s Chatterjee & Chatterjee, Chartered Accountants (FRN: 001109C), to undertake the Internal Audit of the Company for the Financial Year ended on March 31, 2023.

(III) SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s K. Rahul & Associates, Practising Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year ended on March 31, 2023.

The Secretarial Audit Report given by M/s K. Rahul & Associates, Practising Company Secretaries, in Form MR-3, for the Financial Year 2022-23 is annexed to this report as Annexure III. There are no qualifications, reservations, adverse remarks or disclaimers in their Secretarial Audit Report.

20. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The necessary disclosure with respect to the remuneration of Directors and employees as required under Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure -IV to this Report.

21. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:

As required by Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Cash Flow Statement is appended.

In pursuance of the provision of Section 129 (3) of Companies Act, 2013, if a company has one or more subsidiaries or associate companies, it shall, in addition to standalone financial statements, prepare a consolidated financial statement of the company and of all the subsidiaries and associate companies in the same form and manner as that of its own and in accordance with applicable accounting standards, which shall also be laid before the annual general meeting of the company along with the laying of its financial statement. Your Company has Subsidiary company and consolidation of the same is mandatory as per the Companies (Amendment) Act, 2017.

The directors also present the audited consolidated financial statements incorporating the duly audited financial statements as prepared in compliance with the Companies Act, 2013, applicable Accounting Standards and SEBI Listing Regulations, 2015 as prescribed by SEBI is provided in the Annual Report. In accordance with Section 129 of the Companies Act, 2013, Consolidated Financial Statements are attached and form part of the Annual Report and the same shall be laid before the ensuing Annual General Meeting along with the Financial Statements of the Company.

22. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: As on 31.03.2023, Composition of Board and KMPs were as under:

Name		Designation
Mr. Anubhav Dham		Non-Executive Director
Ms. Anamika Dham		Non-Executive Director
Ms. Aarti Jain		Non-Executive Director
Mr. Amit Gupta		Non-Executive Independent Director
Ms. Sehar Shamim		Non-Executive Independent Women Director
Mr. Manish Makhija		Chief Financial Officer
Mr. Narender Kumar Sharma		Company Secretary & Compliance Officer
Appointments & Cessations during the Financial Year 2022-23:
Name	Designation		Change
Mr. Manish Makhija	Chief Financial Officer		• Appointed as Chief Financial Officer of the company on 20th of May, 2022

Appointments & Cessations after the end of Financial Year i.e., March 31, 2023 till the date of this Report:

There were no other appointments/ resignations of Directors/KMP after the financial year.

23. RETIREMENT BY ROTATION:

In accordance with the provisions of Section 152 the Companies Act, 2013 and the Article of Association of the Company read with Companies (Appointment and Qualification of Directors) Rules, 2014, Ms. Anamika Dham, (DIN: 02656824) retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment.

A brief resume, nature of expertise, details of directorships held in other companies of the Directors proposed to be appointed/re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard 2 and Regulation 36 of the Listing Regulations, is appended as an Annexure to the Notice of the ensuing AGM.

24. INDEPENDENT DIRECTORS DECLARATION:

The Company has received declarations from all Independent Directors of the Company confirming that they continue to meet the criteria of independence, as prescribed under Section 149 of the Companies Act, 2013, rules made thereunder and Regulations 16 & 25 of the Listing Regulations. The Independent Directors have also confirmed that they have complied with the Company''s Code of Conduct and their names in the data bank of Independent Directors are maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and that they hold highest standards of integrity.

25. MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. A tentative annual calendar of the Board and Committee Meetings is informed to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings.

The notice of meeting of Directors and Committees is given well in advance to all the Directors of the Company. The agenda of the Board / Committee meetings is circulated not less than 7 days prior to the date of the meeting. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

During the year under review, 07 (Seven) Board Meetings were convened and held on 20^th May, 2022, 30^th May, 2022, 13^th August, 2022, 20^th October, 2022, 05^th November 2022, 14^th November, 2022 and 14^th February, 2023 in accordance with the provisions of the Companies Act, 2013 and rules made there under. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Name of Director	Category	Meetings held during Year	Meetings Attended
Mr. Anubhav Dham	Non-Executive Director	7	7
Ms. Anamika Dham	Non-Executive Director	7	7
Ms. Arti Jain	Non Executive Director	7	7
Mr. Amit Gupta	Independent Director	7	7
Ms. Sehar Shamim	Independent Director	7	7

26. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on 20^th October, 2022 to review, among other things, the performance of non-independent directors and the Board as whole, evaluation of the performance of the Chairman and the flow of communication between the Board and the management of the Company.

COMMITTEES OF THE BOARD:

The Company''s Board has the following Committees:

> Audit Committee

> Nomination and Remuneration Committee

> Stakeholders Relationship Committee

(I) AUDIT COMMITTEE:

The Company through its Board of Directors has constituted Audit Committee as per the provisions of Section 177 of the Companies Act, 2013. During the financial year 2022-23, 06 (Six) meetings of Audit Committee were held n 20^th May, 2022, 30^th May, 2022, 13^th August, 2022, 05^th November, 2022, 14^th November, 2022, 14^th February

2023.

The table below highlights the composition and attendance of the Members of the Committee. The requisite quorum was present at all the Meetings.

Name of Director	Position	Meetings attended
Ms. Sehar Shamim	Chairman	6
Mr. Anubhav Dham	Member	6
Mr. Amit Gupta	Member	6

The Company Secretary acts as the Secretary to the Committee.

All the recommendations made by the Audit Committee were accepted by the Board of Directors.

The terms of reference of the Audit Committee include the matters as specified under the Companies Act, 2013 and the rules made thereunder. The Committee acts as a link between the Statutory/Internal Auditors and the Board of Directors of the Company.

The terms of reference of the Audit Committee shall include but not limited to the following:

a) To recommend the appointment/re-appointment/ re-placement and terms of appointment of the Auditors of the Company.

b) To review and monitor Auditor''s independence and performance and effectiveness of audit process.

c) To review with the Management the Quarterly Financial Results before submission to the Board for

approval.

d) Review the adequacy of internal control system. Finding of any internal investigations by the internal auditors in to matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

e) Approval or any subsequent modification of transactions of the Company with related parties.

f) Reviewing the Company''s risk management policy.

g) To scrutinize inter-corporate loans and investments made by the Company.

h) To evaluate the Internal Financial Controls and Risk Management Systems.

i) To carry out valuation of undertakings and the assets of the Company, wherever it is necessary.

j) To review, with the management, performance of Statutory and Internal Auditors, adequacy of the

Internal Control System.

k) To review the functioning of the Whistle Blower Mechanism.

l) To approve appointment of Chief Financial Officer after assessing the qualifications, experience and background etc. of the candidate.

m) To carry out any other function, as may be assigned to Audit Committee pursuant to any amendments to the Listing Regulations and the applicable provisions of the Act.

n) To oversee the Company''s financial reporting process and disclosure of the financial information to ensure that the financial statements are correct, sufficient and creditable.

o) To review the following information/document:

> Management Discussion and Analysis of financial condition and results of operation;

> Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;

> Management letter/letters of internal control weakness issued by the Statutory Auditors;

> Internal audit reports relating to internal control weakness;

> Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the Listing Regulations.

(II) NOMINATION AND REMUNERATION COMMITTEE:

The Company through its Board of Directors has constituted Nomination and remuneration Committee (hereinafter referred as “NRC”) as per the provisions of Section 178 of the Companies Act, 2013. During the financial year 202223, 01 (One) meeting of NrC held on 20^th May, 2022.

The table below highlights the composition and attendance of the Members of the Committee. The requisite quorum was present at all the Meetings.

Name of Director	Position	Meetings attended
Ms. Sehar Shamim	Chairman	1
Mr. Anubhav Dham	Member	1
Mr. Amit Gupta	Member	1

The Company Secretary acts as the Secretary to the Committee.

The broad terms of reference of the NRC, as approved by the Board, are in compliance with Section 178 of the Companies Act, 2013 which are as follows:

a) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board of Directors a policy relating to, the remuneration of the directors, Key Managerial Personnel and other employees.

b) For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

o use the services of an external agencies, if required;

o consider candidates from a wide range of backgrounds, having due regard to diversity; and o Consider the time commitments of the candidates.

c) To formulate a criteria for evaluation of performance of Independent Directors and the Board of Directors.

d) To recommend remuneration to be paid to a Director for any service rendered by him to the Company which are of a professional nature and provide an opinion, whether such Director possess the requisite qualification for the practice of such profession.

e) To identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal.

f) Whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors

g) To recommend to the Board the appointment and removal of the Directors, including Independent Directors.

h) Carrying out any other function as prescribed under the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013 and rules made there under.

(III) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company through its Board of Directors has constituted Stakeholders Relationship Committee as per the provisions of Section 178 of the Companies Act, 2013. During the financial year 2022-23, 02 (Two) meetings of Stakeholders Relationship Committee were held on 13^th August, 2022.

The table below highlights the composition and attendance of the Members of the Committee. The requisite quorum was present at all the Meetings.

Name of Director	Position	Meetings attended
Ms. Sehar Shamim	Chairman	1
Mr. Anubhav Dham	Member	1
Mr. Amit Gupta	Member	1

The Company Secretary acts as the Secretary to the Committee.

Stakeholders Relationship Committee is empowered to oversee the redressal of Stakeholders complaints pertaining to transfer of shares, non-receipt of annual reports, non-receipt of declared dividends, issue of duplicate certificates, transmission /demat/remat of shares and other miscellaneous grievances.

The detailed particulars of Stakeholders complaints handled by the Company and its Registrar & Share Transfer Agent during the year 2022-23 are as under:

Nature of Complaints	Opening at the beginning of year	Received during the - year	Redressed	Pending at the end of year
Non-receipt of Share Certificate	Nil	Nil	—	Nil
Non-receipt of Dividend/ Interest/ Redemption Warrant	Nil	Nil	_	Nil
Non-receipt of Annual Report	Nil	Nil	—	Nil
Others	Nil	Nil	—	Nil
Total	Nil	Nil	—	Nil

27. ANNUAL PERFORMANCE EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees, the Individual Directors, the Chairman of the Company, etc pursuant to the provisions of the Companies Act, 2013 read with the Rules framed thereunder and SEBI (LODR) Regulations, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information, and functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of criteria such as the composition of committees, effectiveness of committee meetings etc.

In a separate meeting of Independent Directors, performance of the Directors, the Board as a whole, and the Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

Outcome of the Evaluation

The Board of the Company was satisfied with the functioning of the Board and its Committees. The Committees are functioning well and besides covering the Committees'' terms of reference, as mandated by applicable laws, important issues are brought up and discussed in the Committee Meetings. The Board was also satisfied with the contribution of Directors in their individual capacities. The Board has full faith in the Chairman leading the Board effectively and ensuring participation and contribution from all the Board Members.

28. DIRECTORS TRAINING AND FAMILIARIZATION:

The Directors are regularly informed during meetings of the Board and Committees of the activities of the Company, its operations and issues facing in business of offering advisory services on several financial and corporate cases. Considering the long association of the Directors with the Company and their seniority and expertise in their respective areas of specialisation and knowledge of the Company''s activities, their training and familiarization were not considered necessary and accordingly no such programmes were conducted. The Board has framed a Familiarization Programme for Independent Directors to familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various programmes.

29. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

As per Section 124(6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time, all the shares in respect to which dividend has remained unclaimed/unpaid for a period of Seven Consecutive year or more are required to transfer in the name of IEPF, but the company is not required to transfer the said amount to the IEPF established by the Central Government as the company has not declared any dividend in any financial year.

30. DETAILS OF FRAUD REPORT BY AUDITOR:

There have been no instances of fraud reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013 and the Rules framed there under either to the Company or to the Central Government.

31. COST AUDIT AND COST REPORT:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

32. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate financial control system and framework in place to ensure: -

1. The orderly and efficient conduct of its business;

2. Safeguarding of its assets;

3. The prevention and detection of frauds and errors;

4. The accuracy and completeness of the accounting records; and

5. The timely preparation of reliable financial information.

The same is subject to review periodically by the internal auditor for its effectiveness. The management has established internal control systems commensurate with the size and complexities of the business.

The internal auditors of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The Board regularly reviews the effectiveness of controls and takes necessary corrective actions where weaknesses are identified as a result of such reviews. This review covers entity level controls, process level controls, fraud risk controls.

The internal control manual provides a structured approach to identify, rectify, monitor and report gaps in the internal control systems and processes. To maintain its objectivity and independence, the internal audit function reports to the chairman of the Audit Committee and all significant audit observations and corrective actions are presented to the Committee. Accordingly, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2022-23.

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

As the Company is not having net worth of rupees five hundred Crores or more, or turnover of rupees one thousand Crores or more or a net profit of rupees five Crores or more during any financial year, the Company is not required to comply with the provisions of Section 135 of the Companies Act, 2013 with the regard to the formation of the CSR Committee and undertaking of Social Expenditure as required under the said Section.

During the year under review, the Company subscribed to Equity Share Capital in the following Companies:

34. INVESTMENT IN SUBSIDIARIES:

Name of The Company	Amount of capital Infused in Equity Shares (Rs. In Lakhs)
NIR Advisors Private Limited (w. e. f. 01st June 2022)*	11.00
Boutonniere Hospitality Private Limited (w. e. f. 05th November 2022)	4885.91
Barista Coffee Company Limited (w. e. f. 05th November 2022)	2,897.98
Welgrow Hotels Concept Private Limited (w. e. f. 05th November 2022)	10.00
Kaizen Restaurants Private Limited (w. e. f. 05th November 2022)	1.00
So Indulgent India Private Limited (w. e. f. 05th November 2022)	35.00

*During the Financial Year 2022-23, Intellivate Capital Ventures Limited acquired 1,10,000 (100%) Equity Shares with a face value of Rs.10/- each from the shareholders of NIR Advisors Private Limited at total purchase consideration of Rs 11 Lakhs. This acquisition made NIR Advisors Private Limited a wholly-owned subsidiary of Intellivate Capital Ventures Limited. However, on 14.02.2023, the Company decided to divest and dispose of its shares, thereby ending the status of NIR Advisors Private Limited as a wholly-owned subsidiary.

35. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES:

The Company has following Subsidiary Companies as on March 31, 2023:

S. No.	Name of the Company	Status	% holding	Applicable Section
1.	BOUTONNIERE HOSPITALITY PRIVATE LIMITED	Subsidiary	95.55	2(87)
2.	BARISTA COFFEE COMPANY LIMITED	Step down Subsidiary	88.35	2(87)
3.	WELGROW HOTELS CONCEPT PRIVATE LIMITED	Step down Subsidiary	100	2(87)
4.	KAIZEN RESTAURANTS PRIVATE LIMITED	Step down Subsidiary	100	2(87)
5.	SO INDULGENT INDIA PRIVATE LIMITED	Step down Subsidiary	70	2(87)

In accordance with proviso to sub-section (3) of Section 129 of the Companies Act 2013, a statement containing salient features of the financial statements of the Company''s Subsidiaries and the report on their performance and financial position in Form AOC-1 is annexed to the financial statements and forms part of the Annual Report, which covers the financial position of the Subsidiary Companies.

In accordance with third proviso to Section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing therein its audited standalone and the consolidated financial statements has been placed on the website of the Company.

36. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:

Details of Loans, Guarantees, Investments under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 as of 31st March 2023 form part of the Notes to the financial statements provided in this Annual Report.

37. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Section 177 of the Companies Act, 2013 and the Rules framed there under and pursuant to the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has established a mechanism through which all the stakeholders can report the suspected frauds and genuine grievances to the appropriate authority. The Whistle Blower Policy which has been approved by the Board of Directors of the Company and during the year under review the Company has not received any complaint(s) under the said policy.

38. RISK MANAGEMENT POLICY:

Your Company has an elaborated risk Management procedure and adopted systematic approach to mitigate risk associated with accomplishment of objectives, operations, revenues and regulations. Your Company believes that this would ensure mitigating steps proactively and help to achieve stated objectives. The entity''s objectives can be viewed in the context of four categories Strategic, Operations, Reporting and Compliance. The Risk Management process of the Company focuses on three elements, viz. (1) Risk Assessment; (2) Risk Management; (3) Risk Monitoring.

Audit Committee has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company''s enterprise wide risk management framework; and (b) Overseeing that all the risk that the organisation faces. The key risks and mitigating actions are also placed before the Audit Committee of the Company. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Committee reviews adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company''s risk management policies and systems.

39. POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION:

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As of March 31,2023, the Board had five members, three of whom are non-executive and non-independent director and two independent directors. One of the non-executive and non-independent director of the Board is woman.

The policy of the Company on directors'' appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website i.e. www.intellivatecapitalventures.in.

40. POLICY ON SEXUAL HARASSMENT

During the period under review, The Company has placed an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All women employees (permanent, contractual, temporary, trainees) are covered under this policy. During the period 2022-23, no complaints was received by the committee.

41. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (‘IBC’):

During the financial year under review, neither any application is made by the Company, nor is any proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016.

42. ANNUAL RETURN:

Pursuant to the provisions of section 92 (3) of the Companies Act, 2013 read with rule 12 of the Companies (Management and Administration) Rules, 2014, Annual return of the Company is available on the website of the Company at www.intellivatecapitalventures.in.

43. INVESTOR RELATIONS:

Your Company always endeavors to promptly respond to shareholders'' requests/grievances. Each and every issue raised by the shareholders is taken up with utmost priority and every effort is made to resolve the same at the earliest. The Stakeholders Relationship Committee of the Board periodically reviews the status of the redressal of investors'' grievances.

44. COMPLIANCE OF THE SECRETARIAL STANDARDS

The Board confirms that, during the period under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) as amended from time to time.

45. GENERAL DISCLOSURE:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (sweat equity shares) to employees of the Company under ESOS.

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

46. ACKNOWLEDGEMENT:

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees. Your Directors take this opportunity to express their grateful appreciation for the encouragement, cooperation and support received by the Company from the local authorities, bankers, clients, suppliers and business associates. The directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

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Mar 31, 2016

REPORT OF THE DIRECTORS TO THE MEMBERS OF THE COMPANY

The Directors feel great pleasure in presenting 33^rdAnnual Report of your Company comprising the Audited Financial Statements for the year ended 31ST March, 2016.

FINANCIAL HIGHLIGHTS: (In Rupees

S. No.	Particulars	Current Year ended 31st March, 2016	Previous Year ended 31st March, 2015
1.	Total Revenue (Net)	1,018,514	1,079,377
2.	Profit before Depreciation & Amortization Expenses, Finance Cost and Tax	273,771	229,915
3.	Less: Depreciation and Amortization Expenses	5,442	22,525
4.	Finance Cost
5.	Profit before Tax	268,329	207,390
6.	Less: Provision for Tax	83,071	66,958
7.	Profit after Tax	185,258	140,432
8.	Prior Period Tax Adjustment	4.930
9.	Profit/(loss) for the Year	190,188	140,432
10.	Balance of Profit as per last Balance Sheet	2,662,577	2,526,440
11.	Less: Depreciation difference
12.	Previous Year Adjustments
13.	Balance Available for Appropriation	2,852,765	2,662,577
14.	Rate of Proposed/Paid Dividend
15.	Proposed/paid Dividend
16.	Tax on Dividend
17.	Transfer to General Reserve
18.	Balance of Profit carried to Balance Sheet	2,852,765	2,662,577

EVIEW OF OPERATIONS:

During the year under review, the Company has registered an income of Rs. 1,018,514 (previous year Rs. 1,079,377) and Ne Profit after Tax of Rs. 190,188(previous year Rs. 140,432). The Company continued to operate in the business of offering advisory services on several financial and corporate issues and there was no change in business activities. No material changes or commitments affecting the financial position of the Company occurred between end of the financial year and the date of this report.

DIVIDEND:

The Board has not recommended any final dividend for Financial Year 2015-16 in view of the current market outlook; and in order to preserve cash.

TRANSFER TO GENERAL RESERVE:

n view of the exceptional circumstances during the year 2015-16, and the good reserves position, no amount has been transferred to reserves.

MANAGEMENT DISCUSSIONS AND ANALYSIS:

Pursuant to Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management''s Discussion and Analysis forms an integral part of this report and gives detail of the overview, industry structure and developments, different product groups of the Company, operational performance of its various business segments.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

DIRECTORS''RESPONSIBILITYSTATEMENT:

The Board of Directors acknowledge the responsibility for ensuing compliances with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of annual accounts for the year ended on 31" March, 2016 and state that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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 Fairview of the state of affairs of the company at tendon the financial year and of the profit of the company for that period;

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

d. the directors have prepared the annual accounts on a going concern basis;

s. the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

CORPORATE GOVERNANCE REPORT:

As per the provisions of Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions related to Corporate Governance as specified in Regulations 17,18,19,20,

21,22,23,24,25,26,27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V shall not apply to a listed entity having paid up Share Capital not exceeding Rupees Ten Crores and Net worth not exceeding Rupees Twenty Five Crores, as on the lastday of the previous financial year.

As on the last day of the previous financial year, the paid up Share Capital and Net worth of the Company was below the threshold limits stated above, thereby presently the Company is not required to comply with the above provisions of Corporate Governance. Accordingly, the Report on Corporate Governance and Certificate regarding compliance of conditions of Corporate Governance are not made a part of the Annual Report.

ENERGYCONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNING/OUTGO:

Details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are stated below: Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014,details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo for the year under review are as follows:

A. Conservation of Energy

a. Steps taken or impact on conservation of energy - The Operations of the Company do not consume energy intensively. However, Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy-Though the activities undertaken by the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises.

B. Technology Absorption

a. The efforts made towards technology absorption - The Company continues to take prudential measures in respect of technology absorption, adaptation and take innovative steps to use the scarce resources effectively.

b. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-Not Applicable

C. The Particulars of Foreign Exchange and Out of or the year under review are as follow

(Rs. in Lacs)

	Year ended	Year ended
Particulars
	31ST March, 2016	31ST March, 2015
Foreign exchange earning	Nil	Nil
Foreign exchange Outgo	Nil	Nil

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

There were no employees drawing more than aggregate remuneration as specified 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. Details of remuneration paid to all the Directors and Key Managerial Personnel''s are provided in the “Extract of Annual Return” forming part of Directors report.

CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:

As required by Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Cash Flow Statement is appended. As the Company does not have any subsidiaries, it is not required to publish Consolidated Financial Statement.

DIRECTORSAND KEY MANAGERIAL PERSONNEL:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of the independence as prescribed both under section 149(6) of the Companies Act, 2013 and under Regulation 16 (1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mr. Venkateswara Rao, Whole Time Director of the Company retires by rotation at the forthcoming Annual General Meeting in accordance with provisions of the Companies Act, 2013 and the Articles of Association of the Company and being eligible, offers himself for re-appointment.

Board of Directors, at their meeting held on 11^th March, 2016, has appointed Mr. Ajit Ruwala as Additional Independent Director for term of 05 years subject to approval of shareholders at ensuing annual General Meeting who shall not retire by rotation and at same meeting, Board members has accepted the resignation of Mrs. Leena Modi w.e.f 11^th March, 2016.

Furthermore, Board of Directors, at their meeting held on 04^th August, 2016 has appointed Mrs. Leena Modi as Additional Director of the Company subject to approval of shareholders at the ensuing Annual General Meeting, whereas Mr. Vipul Modi has resigned from the post of Director w.e.f 04^th August, 2016 and while accepting the resignation of Mr. Vipul Modi, Board has placed on record its deep appreciation for his exceptional service and leadership as Promoter and Director of the Company.

As stipulated under the Regulation 36 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, brief resume of the Directors proposed to be appointed/re-appointed are given in the Notice convening 33^rdAnnual General Meeting. KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company in their meeting held 11^th March, 2016 has appointed Mrs. Venkateswara Rao as Whole Time Director of the Company for term of 05 Years subject to approval of shareholders at ensuing Annual General Meeting. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:

a. Board Meetings:

During the year under review, 5 (Five) Board Meetings were convened and held on 30^th May, 2015,12^th August, 2015, 07^th November, 2015,11^th February, 2016 and 11^th March, 2016 in accordance with the provisions of the Companies Act, 2013 and rules made there under. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

	Name of Director	Category	Meetings held during Year	Meetings attended
	Mr. Siddharth Shah	Independent Director	5	5
	Mr. Venkateswara Rao	Independent Director/Whole Time Director*	5	5
	Mr. Vipul Modi	Non-Executive Director	5	5
	Mrs. Leena Modi	Non-Executive Director	5	5
	Mr. Ajit Ruwala	Additional Independent Director**	5	1

*Appointed as Whole Time Director on 11" March, 2016.

** Appointed as Additional Independent Director on 11" March, 2016.

b. Board Performance Evaluation:

(I) The Company has devised criteria for performance evaluation of Independent Directors, Board/Committees, and other individual Directors which includes criteria for performance evaluation of Non-Executive Directors and Executive Directors. Performance evaluation has been carried out as per the “Policy on Criteria for performance appraisal/ evaluation process of Independent Directors and Board”.

At the meeting of the Board all the relevant factors that are material for evaluating the performance of individual Directors, the Board/ Committees were discussed in detail. A structured questionnaire each for evaluation was prepared and recommended to the Board by Nomination & Remuneration Committee for doing the required evaluation after taking into consideration the input received from the Directors covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance etc.

Separate exercise was carried out to evaluate the performance of individual Directors who were evaluated on parameters such as level of engagement and contribution, qualifications, knowledge, skills and experience in the respective fields, honesty, integrity, ethical behavior and leadership, Independence of judgment, safeguarding the interest of the Company, attending the meetings regularly, understanding the business, regulatory, competitive and social environment, understanding strategic issues and challenges, bringing outside information and perspective to Board for deliberations and implications of Board decisions etc.

The performance evaluation of the Independent Directors was also carried by the entire Board. The performance evaluation of the Chairman, Managing Director & Executive Directors was carried out by the independent Directors at its separate meeting held on 11^th February, 2016. The Directors expressed their satisfaction with the evaluation process.

(ii)The Board has, on the recommendation, of the Nomination & Remuneration Committee, framed a Nomination & Remuneration policy and Policy on fixation of criteria for selection & appointment of Directors & Senior Management Personnel. The Nomination & Remuneration Policy is annexed herewith as “Annexure I” to this Report.

c. Directors Training and Familiarization:

The Directors are regularly informed during meetings of the Board and Committees of the activities of the Company, its operations and issues facing in business of offering advisory services on several financial and Corporate cases. Considering the long association of the Directors with the Company and their seniority and expertise in their respective areas of specialization and knowledge of the Company''s activities, their training and familiarization were not considered necessary and accordingly no such programmes were conducted. The Board has framed a Familiarization Programme for Independent Directors to familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various programmes. STATUTORYAUDITORS:

M/s J. B. Dudhela & Co., Chartered Accountants, Mumbai (FRN: 102777W)), were appointed as Statutory Auditors of the Company for a term of 02 (Two) years from the conclusion of the 32^ndAnnual General Meeting held on 21" September, 2015 till the conclusion of the 34^th Annual General Meeting, subject to ratification by Members at every subsequent Annual General Meeting. The consent from the existing members of the Company at the ensuing Annual General Meeting is sought by passing of an Ordinary Resolution included in AGM Notice for the Ratification of appointment of M/s J. B. Dudhela & Co., Chartered Accountants, Mumbai as Statutory Auditors of the Company who shall hold the office up to the conclusion of 34^thAnnual Genera Meeting.

Further, they have, under Section 139(1) of the Act and the Rules framed there under furnished a certificate of their eligibility and consent for a appointment.

AUDITORS''REPORT:

Note 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 or adverse remark.

INTERNALAUDIT:

Pursuant to Provision of Section 138 of Companies Act, 2013, read with Companies (Accounts) Rules, 2014, the Board of Directors on recommendation of Audit Committee has re-appointed M/s. I. P. Mehta and Company, Chartered Accountants, in their meeting held on 23^rd May, 2016, as an Internal Auditor of Company. Internal Auditor submits his reports on quarterly basis to the Audit Committee.

Based on the report of internal audit function 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. SECRETARIALAUDIT REPORT FORTHE PERIOD ENDED 31^st MARCH, 2016:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed PCS Sandhya Malhotra, Proprietor, M/s SRM & Co., Company Secretaries (C.P No. 9928), to conduct Secretarial Audit for the year ended on 31" March, 2016.

Secretarial Audit Report issued by M/s SRM & Co., Company Secretaries in Form MR-3 is annexed herewith as Annexure II to this report.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BYTHE SECRETARIALAUDITORS:

The qualifications given under the Secretarial audit reportage about the Non Appointment of Key Managerial Personnel under section 203 of Companies Act, 2013 read with applicable rules during the Audit period (01^s April 2015-31" March, 2016). The Board of Directors in their meeting held on 11^thMarch, 2016 has appointed Mr. Venkateswara Rao as Whole Time Director of the Company subject to approval of members at ensuing Annual General Meeting. With respect to appointment of Company Secretary and Chief Financial Officer, the Board is still looking for competent individuals to hold on the office of Company Secretary and Chief Financial Officer.

INTERNAL FINANCIALCONTROLS:

The company has in place Internal Financial Control system, commensurate with size & complexity of its operations to ensure proper recording of financial and operational information & compliance of various internal controls & other regulatory &statutory compliances. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Internal Auditors'' comprising of professional Chartered Accountants monitor & evaluate the efficacy of Internal Financial Control system in the company, its compliance with operating system, accounting procedures & policies at all the locations of the company. Based on their report of Internal Audit function, corrective actions in the respective area are undertaken & controls are strengthened. Significant audit observations &corrective action suggested are presented to the Audit Committee AUDITCOMMITTEE:

The Audit Committee is duly constituted as per the provisions of Section 177 of the Companies Act, 2013. The Audit Committee comprises of:

Name of Director	Category	Meetings held during Year	Meetings attended
Mr. Siddharth Shah-Chairman	Independent Director	4	4
Mr. Venkateswara Rao	Independent Director	4	4
Mr. Vipul Modi	Non-Executive Director	4	4

All the recommendations made by the Audit Committee were accepted by the Board of Directors.

The Broad terms of reference of Audit Committee are as follows:

- Review the Financial Statements before submission to the Board;

- To insure the objectivity, credibility and correctness of the Company''s financial reporting and disclosure processes;

- Review of policies and framework related to risk management, internal control and governance processes;

- Recommendation for appointment, remuneration and terms of appointment of auditors;

- Matter to be included in the Director''s Responsibility Statement;

- Changes, if any, in the accounting policies;

- Major accounting estimates and significant adjustments in financial statement;

- Compliance with listing and other legal requirements concerning financial statements;

- Interaction with statutory and internal auditors

- Recommendation for appointment, remuneration and terms of appointment of auditors.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year to which the financial statements relate and the date of the report. There has also been no change in the nature of business of the Company.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITYINITIATIVES:

As the Company is not having net worth of rupees five hundred Crores or more, or turnover of rupees one thousand Crores or more or a net profit of rupees five Crores or more during any financial year, the Company is not required to comply with the provisions of Section 135 of the Companies Act, 2013 with the regard to the formation of the CSR Committee and undertaking of Social Expenditure as required under the said Section.

SUBSIDIARIES, ASSOCIATE COMPANIESAND JOINTVENTURES:

As Company does not have any subsidiaries or joint ventures or Associates Companies, it is not required to give disclosure in FormAOC-1 pursuant to first proviso to sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014. PARTICULAR OF CONTRACTS OR A RRANGEMENTWITH RELATED PARTIES:

During the year ended on 3fMarch, 2016, our company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013, read with Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business & on arms'' length basis & in accordance with the provisions of the Companies Act, 2013 and Rules issued hereunder.

During the year ended on 31st March, 2016, there were no transactions with related parties which qualify as material transactions. The details of the related party transactions as required under Accounting Standard-18 are set out in Note 17.17 to the standalone financial statements forming part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

Your Company has not given any loans, directly or indirectly or guarantees or provided any security or made any investments during the year under review covered under section 186 of the Companies Act, 2013. Details of existing loans and investments made by your Company are given in the notes to financial statements.

VIGIL MECHANISM/WHISTLE BLOWERPOLICY FOR THE DIRECTORS AND EMPLOYEES:

In accordance with Section 177 of the Companies Act, 2013, the Company has adopted “Vigil Mechanism/Whistle Blower Policy'' for Directors and employees of the Company is constituted, to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on rising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

RISK MANAGEMENT POLICY:

Your Company has an elabor a ted risk Management procedure and adopted systematic approach to mitigate risk associated with accomplishment of objectives, operations, revenues and regulations. Your Company believes that this would ensure mitigating steps proactively and help to achieve stated objectives. The entity''s objectives can be viewed in the context of four categories Strategic, Operations, Reporting and Compliance. The Risk Management process of the Company focuses on three elements, viz. (1) Risk Assessment; (2) Risk Management; (3) Risk Monitoring.

Audit Committee has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company''s enterprise wide risk management framework; and (b) Overseeing that all the risk that the organization faces. The key risks and mitigating actions are also placed before the Audit Committee of the Company. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Committee reviews adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company''s risk management policies and systems.

EXTRACT OF ANNUAL RETURN:

As required by Section 92(3) of the Companies Act, 2013, read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure-III to this report. GENERALDISCLOSURE:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under ChapterV of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (sweat equity shares) to employees of the Company under ESOS.

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

Your Directors further states that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal)Act, 2013.

ACKNOWLEDGEMENT:

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees. Your Directors take this opportunity to express their grateful appreciation for the encouragement, cooperation and support received by the Company from the local authorities, bankers, clients, suppliers and business associates. The directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

By order of the Board of Directors of

Intellivate Capital Ventures Limited

Sd/- Sd/-

Venkateswara Rao Leena Mod

Pl^{ace :} M^umbai Whole Time Director Additional Director

Date: 04 August, 2016 DIN: 03138031 DIN: 00796382

---

Mar 31, 2014

The Shareholders,

INTELLIVATE CAPITAL VENTURES LIMITED.

The Directors are pleased to present their 31stAnnual Report together with audited account statement for the year ended on the 31stMarch,2014.

1. BUSINESS ACTIVITY:

The Company''s financial result for the year ended on the 31st March, 2014 is as under:

Current Year Previous Year S.No. Particulars _(in Rs.) (in Rs.)

i) Total Receipt 9,95,746 14,17,508

ii) Profit/(Loss) before Depreciation 2,31,635 77,117

iii) Depreciation 17,513 23,693

iv) Profit/(Loss) Before Tax 2,14,122 53,424

a. Provision for Income Tax 60,000 7,000

b. Deferred Tax Assets/Liabilities/MAT Credit (1,475) 1,509

c. Fringe Benefit Tax - (6860)

v) Profit /(Loss) after tax 1,55,597 34,757

vi) Profit/(Loss) brought forward from previous year (s) 23,70,843 23,36,086

vii) Balance carried to the Balance Sheet 25,26,440 23,70,843

2. DIVIDEND:

Your directors do not recommend any dividend forthefinancial year 2013-14.

3. OPERATIONS:

During the year under review, your company has recorded total income of Rs.9,95,746/- showing a decrease as compared to last year, despite that company recorded a profit of Rs.1,55,597/-

4. AUDITORSAND THEIR REPORT

M/s J. B. Dudhela& Co., Chartered Accountants, the auditors of the company are retiring at the conclusion of the ensuing Annual General Meeting of the company and being eligible offer themselves for reappointment as Auditors. The Company has received certificate to the effect that their appointment, if made, would be within the limit prescribed under Section 141 (3) of the CompaniesAct, 2013. The Auditor''s Report is self-explanatory and needs no clarification.

5. PARTICULARS OF EMPLOYEES

During the year under review, the Company did not have any employee attracting provisions of Section 134(3)(e) of the CompaniesAct, 2013.

6. CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company did not have any activity related to conservation of energy, technology absorption. There were neither a foreign exchange earnings nor outgo during the year under review within the provisions of section 134(3)(m) of Companies act, 2013.

7. INVESTORRELATIONS:

Your company continues to provide prompt investor service through quick resolution of investor grievances. Your company has designated an exclusive email id viz. [email protected], to enable the investors to post their grievances and the company to monitor its redressal. The company is also registered at the SCORES website of SEBI, where we take regular updates on any grievance posted, which so far has been NIL. The company has paid Annual Listing fees to the Stock Exchange for the Financial year 2013-14.

8. FIXED DEPOSITS:

Your Company has notaccepted any publicdeposits within the meaning of the provisions of Section 73(1) of the Act read with the Companies Act (Acceptance of Deposits) Rules, 1975 and section 73 of Companies act, 2013. Therefore, no amount on account of principal or intereston Public Deposits was outstanding as on the Date of the Balance Sheet.

9. DIRECTORS:

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Siddhartha P. Shah Independent Director, retires by rotation at the forthcoming Annual General Meeting and being eligible off himself for re- appointment. The Board recommends re-appointment of Mr. Siddhartha P. Shah.

The details of the Directors being recommended for re-appointment are provided in the notice of ensuing Annual General Meeting.

10. INDUSTRIAL RELATIONS

The relations between the employees and the Management have remained cordial .11. COMPLIANCE CERTIFICATE

The Compliance Certificate under section 383Aof the Act, and Rule 3 of the Companies (Compliance Certificate) Rules, 2001 is issued bySRM & Co., Practicing CompanySecretaryand forms part of this Report.

12. DIRECTORS''RESPONSIBILITY STATEMENT:

As required under the provisions of section 134 (5), of the Companies Act, 2013, your directors state that :1. In preparation of Annual Accounts the applicable accounting standards have been followed along with proper explanation relating to material departure therefrom.

2. They had selected such accounting policies and applied them constantly 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 that of profitof the companyforthat period.

3. They had taken proper and sufficientcare of maintenance of adequate accounting records so as to safeguard the company''s assets and to detect fraud and irregularities.

4. They have prepared the annual accounts of the company on a going concern basis.

13. JOINT VENTURE AND SUBSIDIARIES

During the year under review, there was no joint venture or subsidiaries being formed and hence no reporting under the provisions of Section 129 of the Companies Act, 2013, (the Accounts and other information of the subsidiaries) is not required.

14. ACKNOWLEDGEMENT:

The Board wishes to express their sincere gratitude for the continued co-operation, encouragement and support extended by the shareholders, financial institutions and bankers of the company. The Board also wishes to express their deep appreciation of the dedicated services of the officers, staff and workers of the company.,

For & on behalf of the Board of Directors Intellivate Capital Ventures Limited

Sd/- Place : Mumbai Vipul Modi Date : 13 August 2014 Director

---

Mar 31, 2013

To The Members of INTELLIVATE CAPITAL VENTURES LTD

The Directors have pleasure in presenting the 30th Annual Report of the Company and the audited Annual Accounts for the year ended 31st March, 2013.

1 FINANCIAL PERFORMANCE

(Amount in Rs.)

Particulars For The Year Ended 31.03.2013 31.03.2012

Total Income 14,17,508 1,070,57311

Total Expenditure 64,084 046''250

Profit / (Loss) for the year before tax & 53,424 24,324

Provision For Tax

turren Tax 7,000

Deferred Tax 717

MAT Credit entitlement 860 (4,635)

Profit/ (Loss) for the year before Prior 51,775 23,542

Trior Period Adjustments (17,018) 1

"Profit/(Loss) after Tax 34,757 24,494

2 DIVIDEND

In order to conserve resources, your; Board of Directors has not recommended any dividend'' for this year.

3. REVIEW OF OPERATIONS

Total Revenues were Rs.14.18 Lacs during the year ended March 31st, 2013 as compared to Rs 10 71 Lacs in the previous year. During the fiscal 2013, the Company reported a Profit After tax of Rs.34, 757/- as compared to Rs. 24,494/- Lacs during the fiscal 2012.

4. DEMERGER

During the previous financial year, pursuant to the scheme of Arrangement U/s 391 to 394 and other applicable provisions of the Companies Act, 1956 there was a demerger ot Advisory Division, Chemical Division and Steel Division of the Company, which was sanctioned and approved by the Hon''ble High Court of judicature at Bombay on 16

December, 2011, and upon filing the said order with Registrar of Companies, with Maharashta on 20th January,2012, the said scheme was became effective. Accordingly all assests and liabilities of the Advisory division , Chemical division and Steel division stood transferred to the resultant companies i.e. Intellivate Capital Advisors Ltd., ICVL Chemicals Ltd. and ICVL Steels Ltd.. at book values and on a going concern basis on appointed dateIs April. 2011,

5. DEPOSITS

Your Company has not accepted or renewed any fixed deposits from the public, during the financial year ended 31st March, 2013. There were no unclaimed or unpaid deposits as on 31st March, 2013.

6. DIRECTORS:

Mrs. Leena Modi retires by rotation at the ensuing annual general meeting and being eligible, offers herself for re-appomtment.

7. AUDITORS

M/s. J. B. DUDHELA & CO., Chartered Accountants, auditors of the company retires at the conclusion of ensuing Annual General Meeting and offers themselves for re-appointment. A Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956.

& SECRETARIAL COMPLIANCE CERTIFICATE:

Pursuant to the provisions of Section 383A of the Companies Act, 1956 the necessary Secretarial Compliance Certificate is attached herewith.

9. STATEMENT UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956 *

There was no employee drawing the remuneration of or over the limit as prescribed under the Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended to date. Hence, the statement of particulars of employees as prescribed under that section is not annexed herewith.

10. STATEMENT UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956 s

Pursuant to the provisions contained in sub-section (2AA) of Section 217 of the Companies Act, 1956, your directors state -

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

V) that 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 and of the profit or loss of the Company for that period;

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

d) that the directors have prepared the annual accounts, on a going concern basis.

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

The Company did not have any activity related to conservation of energy, technology absorption. There was neither Foreign Exchange Earning nor Foreign Exchange outgo during the year under review.

For & Oh Behalf Of The Board Of Directors Sd/-

VipuIJ Modi

Chairman

Date: 24th, May 2013

Place: Mumbai

---

Mar 31, 2012

To The Members of INTELLIVATE CAPITAL VENTURES LTD

The Directors have pleasure in presenting the 29th Annual Report of the Company and the audited Annual Accounts for the year ended 31st March, 2012.

1. FINANCIAL PERFORMANCE

(Amount in Rs.)

PARTICULARS FOR THE YEAR ENDED

31.03.2012 31.03.2011

Total Income 1,070,573 150,778,365

Total Expenditure 1,046,250 146,910,952

Profit / (Loss) for the year before tax &b 24,323 3,867,413

Provision For Tax

Current Tax 4,700 700,000

Deferred Tax 717 4,361

MAT Credit entitlement 48,468

Profit/ (Loss) for the year before Prior 23,541 3,114,584

Prior Period Adjustments 952 1,095

Profit / (Loss) after Tax 24,493 3,115,679

Add : Balance brought forward from last (804,086)

' 2,336,086 2,311,593

Less: Appropriations Balance Carried to Balance Sheet 2,336,086 2,311,593

Basic & Diluted Earnings per Share 0.11

2. DIVIDEND

In order to conserve resources, your Board of Directors has not recommended any dividend for this year.

3. REVIEW OF OPERATIONS

Total Revenues were Rs. 10.71 Lacs during the year ended March 31, 2012 as compared to Rs. 1507.78 Lacs in the previous year. During the fiscal 2012, the company reported a Profit before tax of Rs.24,323 as compared to Rs.38.67 Lacs during the fiscal 2011.

4. DEMERGER

The High Court of Judicature at Bombay has approved the Scheme of Arrangement between Indelicate Capital Ventures Limited, the Demerged Company and Indelicate Capital Advisors Limited, the First Resulting Company and ICVL Chemicals Limited, the Second Resulting Company and ICVL Steels Limited, the Third Resulting Company vide its order dated 16th December, 2011.

5. DEPOSITS

Your Company has not accepted or renewed any fixed deposits from the public, during the financial year ended 31st March, 2012. There were no unclaimed or unpaid deposits as on 31st March, 2012.

6. DIRECTORS:

Mr. Siddharth Shah retires by rotation at the ensuing annual general meeting and being eligible, offers himself for re-appointment.

7. AUDITORS:

M/s. J. B. DUDHELA & CO., Chartered Accountants, auditors of the company retires at the conclusion of ensuing Annual General Meeting and offer themselves for re-appointment. A Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

8. SECRETARIAL COMPLIANCE CERTIFICATE :

Pursuant to the provisions of Section 383A of the Companies Act, 1956 the necessary Secretarial Compliance Certificate is attached herewith.

9. STATEMENT UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956 :

There was no employee drawing the remuneration of or over the limit as prescribed under the Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended to date. Hence, the statement of particulars of employees as prescribed under that section is not annexed herewith.

10. STATEMENT UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956 :

Pursuant to the provisions contained in sub-section (2AA) of Section 217 of the Companies Act, 1956, your directors state -

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

b) that the directors have selected such accounting polices 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 or loss of the Company for that period;

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

d) that the directors have prepared the annual accounts, on a going concern basis.

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

The Company did not have any activity related to conservation of energy, technology absorption. There was neither Foreign Exchange Earning nor Foreign Exchange outgo during the year under review.

FOR & ON BEHALF OF THE BOARD OF DIRECTORS

Sd/-

VIPULJ MODI CHAIRMAN

Date : 27th August, 2012

Place : Mumbai

---

Mar 31, 2011

The Members of

INTELLIVATE CAPITAL VENTURES LTD

The Directors have pleasure in presenting the 28' Annual Report of the Company and the audited Annual Accounts for the year ended 31st March, 2011.

1. FINANCIAL PERFORMANCE

(Amount in Rs.)

PARTICULARS FOR THE YEAR ENDED

31.03.2011 31.03.2010

Total Income 150,778,365 20,08,396

Total Expenditure 146,910,952 19,52,079

Profit / (Loss) for the year before tax & Prior 38,67,413 56,317

Period items

Provision For Tax

Current Tax 7,00,000 (9,000)

Deferred Tax 4,361 -

MAT Credit entitlement 48,468 -

Profit/ (Loss) for the year before Prior Period 31,14,584 47,317 items

Prior Period Adjustments 1,095 -

Profit / (Loss) after Tax 31,15,679 47,317

Add : Balance brought forward from last year (8,04,086) (8,51,403)

23,11,593 (8,04,086)

Less: Appropriations - -

Balance Carried to Balance Sheet 23,11,593 (8,04,086)

Basic & Diluted Earning per Share 4.41 0.10

2. DIVIDEND

Your Board of Directors has not recommended any dividend for this year.

3. REVIEW OF OPERATIONS

Total Revenues were Rs.1507.78 Lacs during the year ended 2011 as compared to Rs.20.08 Lacs in the previous year. During the fiscal 2011, the company reported a Profit before tax of Rs.38.67 Lacs compared to Rs. 0.56 Lacs during the fiscal 2010. The Company is operating in four segments i.e. Consulting, Trading in Steel, Trading in Chemicals and Investments.

4. DEMERGER

The Board of Directors of the Company at its meeting held on 12th May, 2011 has, in-principle, approved the demerger of Advisory Division, Chemical Division and Steel Division of Intellivate Capital ventures Limited (the Demerged Company) into Intellivate Capital Advisors Limited (the First Resulting Company)l, ICVL Chemicals Limited (the Second resulting Company) and ICVL Steels Limited (the Third Resulting Company) respectively with effect from appointed date i.e. 1st April, 2011, subject to the requisite approvals including Shareholders, Creditors, Stock Exchanges, the HonTjle High Court of Bombay and other authorities, as may be required for the purpose. The Company has obtained in principal approval from BSE and is in process of filing application with High Court.

5. RIGHT ISSUE

Pursuant to Letter of Offer dated 26th February 2011 the Company has made right issue of 24,25,000 equity shares (Face Value : Rs.10/-) at a premium of Rs.40/- per share aggregating to Rs.1212.50 Lacs. The issue has been fully subscribed and the share has been allotted on 26 March 2010 to the applicants. The Company has received Rs.1212.50 Lacs pursuant to right issue till March 2011 and the same are utilized as under :

Particulars As on 30/06/2011

Rs. In Lacs

Projected Actual

Sources of Fund

Proceeds of Righ Issue 1,212.50 1,212.50

Internal Accruals 172.50 68.73

1,385.00 1,281.23

Expansion of the existing advisory business 100.00 -

Information Technology Systems 20.00 0.36

Strategic Investments in Companies and trading in 1,000.00 681.41 securities

General Corporate Purposes 250.00 (179.23)

Issue Expenses 15.00 9.13

Total 1,385.00 511.67

6. DEPOSITS

Your Company has not accepted or renewed any fixed deposits from the public, during the financial year ended 31st March, 2011. There were no unclaimed or unpaid deposits as on 31st March, 2011.

7. DIRECTORS:

Mr. Vipul J Modi retires by rotation at the ensuing annual general meeting and being eligible, offers himself for re-appointment.

8. AUDITORS:

M/s. J. B. DUDHELA & CO., Chartered Accountants, auditors of the company retires at the. conclusion of ensuing Annual General Meeting and offer themselves for re-appointment. A Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

9. SECRETARIAL COMPLIANCE CERTIFICATE :

Pursuant to the provisions of Section 3 83 A of the Companies Act, 1956 the necessary Secretarial Compliance Certificate is attached herewith.

10. STATEMENT UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956 :

There was no employee drawing the remuneration of or over the limit as prescribed under the Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended to date. Hence, the statement of particulars of employees as prescribed under that section is not annexed herewith.

11. STATEMENT UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956 :

Pursuant to the provisions contained in sub-section (2AA) of Section 217 of the Companies Act, 1956, your directors state -

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

b) that the directors have selected such accounting polices 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 or loss of the Company for that period;

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

d) that the directors have prepared the annual accounts, on a going concern basis.

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

The Company did not have any activity related to conservation of energy, technology absorption. There was neither Foreign Exchange Earning nor Foreign Exchange outgo during the year under review.

For & on behalf of the Board of Directors

Sd/-

VIPULJ MODI

CHAIRMAN

Date : 27/08/2011

Place : Mumbai

---

Mar 31, 2010

The Directors have pleasure in presenting the 27th Annual Report of the Company and the audited Annual Accounts for the year ended 31st March, 2010.

1. FINANCIAL PERFORMANCE

Amount in Rs.

PARTICULARS FOR THE YEAR ENDED

31.03.2010 31.03.2009

Total Income 20,08,396 1,451,737

Total Expenditure 19,52,079 1,367,628

Profit / (Loss) for the year

before tax & Prior Period items 56,317 84,109

Provision For Tax

Current Tax (9,000) (15,000)

MAT Credit entitlement - 48,468

Profit/ (Loss) for the year before Prior Period items 47,317 117,577

Prior Period Adjustments - 18

Profit / (Loss) after Tax 47,317 117,595

Add : Balance brought forward from last year (8,51,403) (968,998)

(8,04,086) (851,403)

Less: Appropriations

Balance Carried to Balance Sheet (8,04,086) (851,403)

Basic & Diluted Earning per Share 0.10 0.47

2. DIVIDEND

Your Board of Directors has not recommended any dividend for this year.

3. REVIEW OF OPERATIONS

Total Revenues were Rs. 20.08 Lacs during the year ended 2010 as compared to Rs. 14.52 Lacs in the previous year. During the fiscal 2010, the company reported a Profit before tax of Rs 0.56 Lacs compared to Rs. 0.84 Lacs during the Fiscal 2009.

4. RIGHT ISSUE

Pursuant to Letter of Offer dated 26fth February 2010 the Company has made right issue of 24,25,000 equity shares (face value Rs.10/- each) at a premium of Rs.40/- per share aggregating to Rs.1212.50 Lacs. The issue has been fully subscribed and the share has been allotted on 26" March 2010 to the applicants. The Company has received Rs.303.13 Lacs as application money pursuant to right issue and the same are utilized towards right issue expenses of Rs. 9.13 lacs and balance amount towards investment in shares and securities

5. DEPOSITS

Your Company has not accepted or renewed any fixed deposits from the public, during the financial year ended 31st March, 2010. There were no unclaimed or unpaid deposits as on 31s1 March, 2010.

6. DIRECTORS :

Mrs. Leena Vipul Modi retires by rotation at the ensuing annual general meeting and being eligible, offers herself for re-appointment.

7. AUDITORS:

M/s. J. B. DUDHELA & CO., Chartered Accountants, auditors of the company retires at the conclusion of ensuing Annual General Meeting and offer themselves for re- appointment. A Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956.

8. SECRETARIAL COMPLIANCE CERTIFICATE :

Pursuant to the provisions of Section 383A of the Companies Act, 1956 the necessary Secretarial Compliance Certificate is attached herewith.

9. STATEMENT UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956 :

There was no employee drawing the remuneration of or over the limit as prescribed under the Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended to date. Hence, the statement of particulars of employees as prescribed under that section is not annexed herewith.

10. STATEMENT UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956 :

Pursuant to the provisions contained in sub-section (2AA) of Section 217 of the Companies Act, 1956, your directors state -

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

b) that the directors have selected such accounting polices 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 or loss of the Company for that period;

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

d) that the directors have prepared the annual accounts, on a going concern basis.

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

The Company did not have any activity related to conservation of energy, technology absorption. There was neither Foreign Exchange Earning nor Foreign Exchange outgo during the year under review.

For & on behalf of the Board of Directors

sd/-

VIPUL J MODI

CHAIRMAN

Date : 15/07/2010 Place : Mumbai