Dear Members,

Your directors take immense pleasure in presenting the Forty-Second Annual Report on the business and operations of the Company along with the Audited Financial Statements for the Financial Year ended 31^st March 2026.

The Company’s performance during the year ended March 31, 2026 as compared to the previous financial year is summarized below:

During the financial year under review, the Company recorded Revenue from Operations of ' 1,122.16 lakhs as against ' 237.66 lakhs (Audited Restated) in the previous financial year, registering a significant growth of 372.20%. Total Income increased by 227.96% to ' 1,275.99 lakhs from ' 389.07 lakhs (Audited Restated) in the previous financial year.

Profit Before Tax (PBT) increased by 375.86% to ' 1,084.79 lakhs from ' 227.97 lakhs (Audited Restated), while Profit After Tax (PAT) increased by 320.35% to ' 846.13 lakhs from ' 201.29 lakhs (Audited Restated). The substantial improvement in the Company’s financial performance was primarily driven by higher income from its NBFC business and prudent cost management during the year.

On a consolidated basis, the Company recorded Revenue from Operations of ' 24,705.51 lakhs as against ' 27,345.33 lakhs (Audited Restated) in the previous financial year, representing a decline of 9.65%. Total Income stood at ' 24,874.63 lakhs as compared to ' 27,486.59 lakhs (Audited Restated), a decline of 9.50%.

Profit Before Tax (PBT) stood at ' 3,999.66 lakhs as against ' 5,897.08 lakhs (Audited Restated), reflecting a decline of 32.17%, while Profit After Tax (PAT) stood at ' 2,925.04 lakhs as compared to ' 4,317.34 lakhs (Audited Restated), a decline of 32.25%.

The consolidated performance was impacted by moderation in the broking business arising from lower investor participation, reduced trading volumes and evolving regulatory developments in the capital markets during the financial year. Despite these market conditions, the Group continued to focus on strengthening its technology platform, enhancing digital capabilities, improving customer experience and expanding its financing business, including the Margin Trading Facility (“MTF”), with a view to supporting long-term sustainable growth and operational efficiency.

During the year under review, there was no change in the nature of business of the Company.

The Board of Directors at their meeting held on May 26, 2026, has recommended payment of '4.5/- (45%) per equity share of '10/- each as final dividend for the financial year 2025-26.

The final dividend shall be subject to the approval of the Shareholders at the ensuing Annual General Meeting (“AGM”) of the Company.

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013 (“the Act”) read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), the Company is required to transfer unpaid/unclaimed dividend amounts, remaining unclaimed for a period of seven years, along with the underlying shares, to the Investor Education and Protection Fund (IEPF) administered by the Central Government.

In compliance with the IEPF Rules, the Company will transfer the unclaimed dividend declared for FY 2018-19, along with the corresponding shares on which dividends have remained unclaimed for seven consecutive years. The Company has individually informed all concerned Members whose dividend and shares are liable to be transferred to IEPF. Additionally, a public notice was published in newspapers advising Members to claim their unclaimed dividend/shares before such transfer. The details of such Members and the shares transferred to IEPF have also been uploaded on the Company’s website at www. venturaguaranty.com

The details of Shareholders whose shares/ dividends have been transferred to IEPF are available on the Company’s website at www. venturaguaranty.com Shareholders may claim refund of their shares/dividend transferred to IEPF by making an application to the IEPF Authority in the prescribed Form IEPF-5, which is available at www.iepf.gov.in.

The Company during the year under review has transferred ' 84.60 lakhs to General Reserve and ' 169.23 lakhs Reserve Fund u/s. 45IC of the Reserve Bank of India Act, 1934.

The Company has following subsidiary as on March 31, 2026

• Ventura Securities Limited

The Company has following step- down Subsidiaries as on March 31, 2026

• Ventura Commodities Limited and

• Ventura Allied Services Private Limited

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of subsidiaries in Form AOC-1 is attached herewith as Annexure I.

Annual accounts of the Subsidiary Company and the related detailed information shall be available to Shareholders of the Company and Subsidiary Company seeking such information at any point of time and also kept open for inspection by any Shareholders in the Registered office of the Company and Subsidiary Company.

The annual accounts of the aforesaid subsidiary and the related detailed information shall also available to Shareholders of the Company, seeking such information at Company’s website www.venturaguaranty.com

Further, the Company did not have any joint venture or associate companies during the year or at any time after the closure of the year and till the date of the report.

i) Merger of Kashmira Investment and Leasing Private Limited (“KILPL”) with the Company: During the financial year under review, the Hon’ble National Company Law Tribunal, Mumbai Bench (“NCLT”), vide its Order dated November 17, 2025, sanctioned the Scheme of Merger by absorption of Kashmira Investment and Leasing Private Limited (“Transferor Company”) with Ventura Guaranty Limited (“Transferee Company”) under the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013. The Company received the certified copy of the said Order on November 25 2025, upon which the Scheme became effective. In accordance with the terms of the Scheme, the merger has been given effect from the Appointed Date of April 1, 2024. The Scheme has streamlined the Group structure by consolidating the businesses under a single entity, resulting in operational synergies, administrative efficiencies and long-term value creation for all stakeholders.

ii) Merger of Ventura Allied Services Private Limited (VASPL / Wholly owned step-down subsidiary Company) with Ventura Securities Limited (VSL /Subsidiary Company):

The Scheme of Amalgamation for the merger of Ventura Allied Services Private Limited (VASPL) with Ventura Securities Limited (VSL), as approved by the respective Boards of Directors, is pending final sanction before the Hon’ble National Company Law Tribunal, Mumbai Bench. The proposed amalgamation is expected to simplify the Group structure, enhance operational efficiencies and optimise resource utilisation.

The Company has no public deposits as of date and will not accept any deposits without prior approval of the Statutory Authorities concerned.

During the financial year under review, the Company has not borrowed any loans from Directors

All related-party transactions are undertaken at arm’s length and in the ordinary course of business. Certain transactions, which were repetitive in nature, were approved through the omnibus approval.

During the year, the Company did not enter into any related party transactions, which could be considered material, in accordance with the Act and accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable.

All applicable related party transactions entered during the year were reported to the Audit Committee on a regular basis as required under the Act. The disclosure on related party transactions as per IND AS 24 has been provided under Notes in the financial statements of the Company.

The information pertaining to conservation of energy, technology absorption, Foreign Exchange Earnings and outgo as required under Section 134(3)(m) of the Act read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as below:

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of Companies Act, 2013, the draft annual return as on March 31, 2026 is available on Company’s website www.venturaguaranty.com/VenturaGuaranty/ AnnualReport.aspx

As the Company is an NBFC, it is exempt from disclosures relating to loans granted, guarantees provided, and security extended under Section 186(11) of the Act. The details of the Company’s investments, however, are disclosed in the financial statements for the year ended March 31, 2026.

There were no material changes and commitments which affected the financial position of the Company, between the end of the year under review and the date of this report.

The Internal financial controls with reference to financial statements as designed and implemented by the Company are deemed to be adequate, whilst the Company continues to identify opportunities for improvement to drive excellence. During the year under review, there were no material adverse observations notified by the Auditors of the Company with regards internal controls.

As required under regulation 34(2) of the Listing Regulations, a detailed management discussion and analysis report is attached herewith as Annexure II.

Pursuant to the Scheme of Amalgamation of Kashmira Investment and Leasing Private Limited with the Company, the Company’s net worth exceeded ' 25 crores, resulting in the applicability of the Corporate Governance provisions under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In accordance with the proviso to Regulation 15(2)(a) of the SEBI (LODR) Regulations, the Company is required to comply with the applicable Corporate Governance provisions within six months from the date of such applicability. Accordingly, the Company has initiated the necessary measures to ensure compliance with the applicable Corporate Governance requirements within the prescribed timeline.

A separate Report on Corporate Governance, together with the requisite certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the SEBI (LODR) Regulations, 2015, is attached herewith as Annexure VII.

During the financial year 2025-26, the following changes took place in the Board of Directors and Key Managerial Personnel (KMP).

The Company has received the certificate of independence from all the Independent Directors pursuant to Section 149 of the Act and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements), 2015 (“SEBI Listing Regulations”), confirming and certifying that they have complied with all the requirements of being an Independent Director of the Company.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, skills, experience and expertise and they hold highest standards of integrity and fulfils the conditions specified in the Act and SEBI Listing Regulations.

Further Company has received the certificate from M/s. Roy Jacob & Co, practicing Company Secretary confirms that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed and/ or continuing as Directors of the Company by the SEBI/MCA or any such statutory authority is attached herewith as Annexure III.

Except as stated above, there were no other appointments or changes in the designation of the Board of Directors or Key Managerial Personnel of the Company during the year.

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act and the Articles of Association of the Company, Mr. Hemant Majethia (DIN: 00400473) - Wholetime Director of the Company, is liable to retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment.

Resolution for re-appointment of Mr. Hemant Majethia (DIN: 00400473) - Whole-time Director of the Company is being included in the notice of the ensuing AGM for seeking the approval of the Shareholders of the Company.

None of the Directors of the Company draw any remuneration / commission from the Company.

During the financial year ended March 31, 2026, the Company did not advance any loans to any of its directors or KMPs.

Further, Mr. Hemant Majethia, Whole-time Director, received remuneration by way of salary, and Mr. Sajid Malik, Director, received commission from the subsidiary company, Ventura Securities Limited, in respect of the services rendered during the financial year 2025-26.

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, is annexed to this Report as Annexure-IX.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report. However, the Report is being sent to the members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to corporate@ventura1.com

The Board of Directors met 6 times during the financial year ended March 31, 2026 and the meetings were held in compliance with the provisions of the Companies Act, 2013 and rules made thereunder.

The Company has complied with the applicable Secretarial Standards in respect of the Board and General meetings.

The details of the meetings held during the financial year 2025-26 and attendance of Directors are given below:

For the Company, Risk Management is an integral and important aspect of Corporate Governance. Your Company believes that a robust Risk Management Framework ensures adequate controls and monitoring mechanisms for smooth and efficient running of the business.

A risk-aware organization is better equipped to maximize shareholder value.

The key cornerstones of your Company’s Risk Management Framework are:

• A well-defined risk management policy;

• Periodic assessment and prioritization of risks that affect the business of your Company;

• Development and deployment of risk mitigation plans to reduce vulnerability to prioritized risks;

• Focus on both the results and efforts required to mitigate the risks;

• Constant scanning of external environment for new and emerging risks;

During the year the Company has re-constituted the Audit Committee as below:

The Audit Committee met Four times during the financial year ended March 31, 2026.

During the year under review, the Board of Directors of the Company has accepted all the recommendations of the Committee.

During the year the Company has re-constituted the Nomination & Remuneration Committee (“NRC”) as below:

The NRC Committee met 2 times during the financial year ended March 31, 2026.

During the year under review, the Board of Directors of the Company has accepted all the recommendations of the NRC.