Disclosure of Material Event / Information under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015- Pronouncement of the Merger Order for the Amalgamation ....

Date: July 22, 2026 BSE Limited Corporate Relationship Department P J Towers, 1st Floor, Dalal Street, Fort, Mumbai-400 001 Scrip Code: 512060 ISIN: INE139J01019 Sub: Disclosure of Material Event / Information under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. - Pronouncement of the Merger Order for the Amalgamation of Ventura Allied Services Private Limited ("VASPL") (Step-down Subsidiary) with Ventura Securities Limited ("VSL") (Subsidiary Company). Dear Sir/ Madam, This is with reference to our earlier disclosures made in relation to the Scheme of Amalgamation of Ventura Allied Services Private Limited ("VASPL" or the "Transferor Company" or the "Step-down Subsidiary Company") with Ventura Securities Limited ("VSL" or the "Transferee Company" or the "Subsidiary Company") and their respective shareholders under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Scheme"). In this regard, we wish to inform you that the Hon'ble National Company Law Tribunal ("NCLT"), Mumbai Bench, has pronounced the Order sanctioning the aforesaid Scheme of Amalgamation on July 21, 2026. A copy of the Order is enclosed herewith for your information and record. The above disclosure is being made in terms of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This is for your information and records. Thanking you, Yours Faithfully, For Ventura Guaranty Limited Sudha Ganapathy Company Secretary and Compliance Officer Membership Number- A9342 Address: I-Think Techno Campus, "B" Wing, 8th Floor, Pokhran Road No. 2, Off Eastern Express Highway, Thane (West) - 400 607, Maharashtra. Ventura Guaranty Limited Registered office: I-Think Techno Campus, "B" Wing, 8th Floor, Pokhran Road No. 2, Off Eastern Express Highway, Thane (West) - 400 607, Maharashtra. Telephone: +91-22-6754 7000 / 2549 8500 | Email: corporate@ventura1.com | Website: www.venturaguaranty.com | CIN: L65100MH1984PLC034106 NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH COURT III Item No. 02 C.P. (CAA)/231(MB)2025 C.A.(CAA)73(MB)2025 CORAM: SH. HARIHARAN NEELAKANTA IYER MS. LAKSHMI GURUNG Member (Technical) Member (Judicial) ORDER SHEET OF THE HEARING ON 21.07.2026 (HEARING THROUGH: HYBRID MODE) NAME OF THE PARTIES: Ventura Securities Limited Appearance For Petitioner : PCS Sanjay Shringarpure (VC) For Respondent : SECTION 230 – 232 OF THE COMPANIES ACT, 2013 ORDER C.P. (CAA)/231(MB)2025 This company application is listed for pronouncement of order. The same is pronounced in Open Court, vide a separate order. Sd/- Sd/- HARIHARAN NEELAKANTA IYER LAKSHMI GURUNG Member (Technical) Member (Judicial) ---Shrinivas--- IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH C.P. (CAA)/231/MB-III/2025 C.A. (CAA)/73/MB-III/2025 In the matter of the Companies Act, 2013; In the matter of application under Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 In the matter of Ventura Allied Services Private Limited, a Company incorporated under the provisions of the Companies Act, 1956 having CIN U74120MH2013PTC244159 In the matter of Ventura Securities Limited, a Company incorporated under the Provisions of the Companies Act, 1956 having CIN U67120MH1994PLC082048. In the matter of Scheme of Amalgamation of Ventura Allied Services Private Limited (‘the Transferor Company’) with Ventura Securities Limited (‘the Transferee Company’) and their respective shareholders Page 1 of 30 C.P. (CAA)/231/MB-III/2025 C.A. (CAA)/73/MB-III/2025 Ventura Allied Services Private Limited (VASPL) [CIN: U74120MH2013PTC244159] a company registered under the Companies Act, 1956 having its registered office at 8th Floor,B- wing, I Think Techno Campus, Pokhran Road No. 2, behind TCS Off Eastern, …First Petitioner Company/ Thane -400607 Transferor Company Ventura Securities Limited (VSL) [CIN: U67120MH1994PLC082048] a company registered under the Companies Act, 1956 having its registered office at 8th Floor, B-wing, I-Think Techno campus, Pokhran Road No.2, Off Eastern …Second Petitioner Company/ Express Highway, Thane -400607 Transferee Company (Hereinafter collectively referred to as ‘Petitioner Companies’) Order pronounced on 21.07.2026 Coram: Sh. Hariharan Neelakanta Iyer Ms. Lakshmi Gurung Member (Technical) Member (Judicial) Page 2 of 30 C.P. (CAA)/231/MB-III/2025 C.A. (CAA)/73/MB-III/2025 Appearances For the Applicants : CS Sanjay Shringarpure i/b PRS Associates. For the Regional Director : Ms. Rujata Bankar Per: Coram ORDER 1. Heard the Authorized Representative for the Petitioner Companies and Ms. Rujata Bankar representative of the Regional Director, Western Region, Ministry of Corporate Affairs, Mumbai. 2. The sanction of the Tribunal is sought under Sections 230 to 232 of the Companies Act, 2013 read with the relevant Rules of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, for sanction of the Scheme of Amalgamation between Ventura Allied Services Private Limited (‘Transferor Company’/ ‘First Petitioner Company’) and Ventura Securities Limited (‘Transferee Company’ / ‘Second Petitioner Company’) and their respective shareholders (‘Scheme’). Jurisdiction 3. The registered offices of all the Petitioner Companies are situated in the State of Maharashtra and hence the Petition is within the jurisdiction of this Bench. Approval of Board of Directors 4. The Ld. Counsel for the Petitioner Companies has submitted that the Board of Directors of the First Petitioner Company and Second Petitioner Company approved the Scheme at their respective Board Page 3 of 30 C.P. (CAA)/231/MB-III/2025 C.A. (CAA)/73/MB-III/2025 Meetings held on 22.01.2025. The copies of board resolutions are annexed to the petition as Exhibit F and Exhibit G, respectively. Appointed Date 5. The Appointed date is 01.04.2024. The C.A. (CAA)/73/MB-III/2025 was filed on 19.02.2025 which is in compliance of the MCA Circular No. F. No. 7/12/2019/CL-I dated 21.08.2019. Nature of Business of the Petitioner Companies 6. The First Petitioner Company is engaged in the business of Business Process Outsourcing (BPOs), IT Solution Providers / Implementers and IT / ITES activities and pending implementation of its business plan, the company leased out the office property to VSL & other companies in the Ventura group. The company currently earns lease rental income. 7. The Second Petitioner Company is engaged in the business of stock broking and commodities broking and providing a complete array of financial products and services via its in-house, customized and ready to use software Pointer which offers its clients the opportunity to invest and trade online in equity and equity derivatives, commodities, mutual funds, fixed income products and currency futures and also provides customized wealth management and investment planning services. 8. Rationale of the Scheme: The Learned Authorized Representative for the Petitioner Companies submits that the circumstances and/or reasons and/or grounds that have necessitated and/or justified the Scheme and some of the major benefits which would accrue from the Scheme are stated below: i. Ventura Allied Services Private Limited is a wholly owned Page 4 of 30 C.P. (CAA)/231/MB-III/2025 C.A. (CAA)/73/MB-III/2025 subsidiary of Ventura Securities Limited, the Transferee Company. Both the companies are part of the same group and under the same management. ii. As per Rule 8(1)(f) and 8(3)(f) of Securities Contracts (Regulation) Rules, 1957 and Exchange circular dated January 07, 2022 and on clarification to the Rule 8(1)(f) and 8(3)(f), investment in its wholly owned subsidiary VASPL needs to be delinked, since this investment is not in connection with or incidental to or consequential upon the securities/commodity derivatives business. iii. Accordingly, the Board of Directors of the Transferor Company and the Transferee Company have decided to amalgamate the Transferor C [Showing first 8,000 characters — download PDF for full document]