Your Directors are pleased to present the 9th (Ninth) Annual Report together with the Company's audited financial statements for the Financial Year ended March 31, 2024.

1. FINANCIAL HIGHLIGHTS

A summary of the financial performance of the Company is as follows:

2. STATE OF COMPANY'S AFFAIRS, REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

On a standalone basis, the Company reported a profit after tax of C477.87 lakhs for FY 2023-24 in comparison with profit after tax of C229.02 lakhs for FY 2022-23.

On a consolidated basis, the Total Income for FY 2023-24 was C50,197.68 lakhs and the profit after tax attributable to shareholders and non-controlling interests for FY 2023-24 was C720.74 lakhs.

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

3. DIVIDEND AND RESERVES

In order to conserve its resources for future growth, the Directors do not recommend any dividends for the year under review. The Board has not proposed to transfer any amount to the General Reserves.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies

Act, 2013 (hereinafter referred to as 'the Act') do not apply to the Company for the year under review.

5. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, in terms of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as 'the SEBI LODR Regulations'), forms part of this Annual Report.

6. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL PERIOD TO WHICH THIS FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT

There have been no material changes or commitments affecting the financial position of the Company, that have occurred between the end of the financial year to which the financial statements relate and the date of the report.

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

Particulars required under Section 134(3)(m) of 'the Act' read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption foreign exchange earnings and outgo are annexed herewith and forms part of this report as Annexure I.

8. DEMATERIALISATION OF SHARES

All the shares of your Company are Dematerialsed as on March 31, 2024. The ISIN of the Equity Shares of your Company is INE0ONE01016.

9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

Your Company has in place a mechanism to identify, assess, monitor and mitigate various risks associated with the business of the Company. Major risks identified by the businesses and functions, if any, are systematically addressed through mitigating actions on a continuing basis. Your Company has put in place a Board approved “Risk Framework and Policy” which inter-alia integrates various elements of risk management into a unified enterprise-wide Policy.

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

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company during the year under review.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of loans, investments, and guarantees covered under the provisions of Section 186 of 'the Act' are furnished in the notes to the Financial Statements, forming part of the Financial Statements. The Company had not provided any security during the year under review. The investments made by the Company are in compliance with the provisions of Section 186 of 'the Act'.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. Further, details of material related party transactions in Form AOC-2 is annexed as Annexure II.

Further, in terms of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, there were no transactions of the Company with any person or entity belonging to the promoter/ promoter group

which hold(s) 10% or more shareholding in the Company.

13. AUDITORS AND AUDIT REPORT Statutory Auditors

M/s NBT & Co., Chartered Accountants (ICAI Firm Registration Number 140489W) were appointed as Statutory Auditors for a term of five (5) consecutive years from the conclusion of the 8th AGM of the Company held in the year 2023 until the conclusion of the 13th AGM of the Company to be held in the year 2028.

The Auditors' Report on the financial statements of the Company for the year ended March 31, 2024 is unmodified i.e. it does not contain any qualification, reservation or adverse remark. The Auditors' Report is enclosed with the financial statements forming part of this Annual Report.

No frauds have been reported by the Statutory Auditors under sub-section (12) of Section 143 of 'the Act'.

Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company has appointed M/s. M Siroya and Company, Company Secretaries, as the Secretarial Auditors to conduct the Secretarial Audit for the Financial Year 202324. The Secretarial Audit Report is annexed to this Board report as Annexure III.

The Secretarial Auditor's Report do not contain

any qualification, reservation, adverse remark or

disclaimers.

14. POLICY RELATING TO DIRECTORS' APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Nomination and Remuneration Committee ('NRC') engages with the Board to evaluate the appropriate characteristics, skills and experience for the Board as a whole as well as for its individual members with the objective of having a Board with diverse backgrounds and experience in business, finance and governance. The NRC, on the basis of such an evaluation, determines the role and capabilities required for the appointment of Director. Thereafter, the NRC recommends to the Board the selection of new Directors.

Based on the recommendations of the NRC, the Board has formulated a Policy on Director's appointment and remuneration which includes the criteria for determining qualifications, positive attributes, independence of a director and the process of appointment and removal as well as components of remuneration of Director(s), Key Managerial Personnel ('KMP') and Senior Management of the Company and other matters as provided under Section 178(3) of 'the Act'.

The same is available on the Company's website at https://www.proventusagro.eom/investors-1#policies

15. PERFORMANCE EVALUATION AND ITS CRITERIA

In terms of the provisions of Section 178(2) of 'the Act', the Board has adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual directors, including the Chairman of the Board and Independent Directors. For the said purpose, a structured questionnaire was circulated to the Directors for each of the evaluations.

Performance of the Board was evaluated by each Director on parameters such as Structure and Composition of Board, Meetings of the Board, Functions of the Board, Board & Management etc.

Board Committees were evaluated on the parameters such as Mandate and Composition of Committee, Effectiveness of the Committee, Structure of the Committee and meetings, Independence of the Committee from the Board, Contribution to decisions of the Board etc.

Performance of the Chairman was evaluated by all other Directors (except the Director himself) on the parameters such as Knowledge and Competency, Fulfilment of Functions, Ability to function as a team, Initiative, Availability and Attendance, Commitment, Contribution, Integrity, Impartiality, Commitment, Ability to keep shareholders' interests in mind etc.

Performance of the Independent Directors was evaluated by the entire Board of Directors, excluding the Director being evaluated.

Directors were also evaluated individually by all other Directors (except the Director himself) on the parameters such as Knowledge and Competency, Fulfilment of Functions, Ability to function as a team, Initiative, Availability and Attendance, Commitment, Contribution, Integrity etc.

Meeting of the Independent Directors without the attendance of Non-Independent Directors, Chief Financial Officer or the members of the management of the Company was held on January 31, 2024. The Independent Directors, inter-alia, evaluated the performance of Non-Independent Directors, the Chairman of the Company and the Board for FY 2023-24. They also assessed the quality, content and timeliness of flow of the information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The Directors expressed their satisfaction with the evaluation process.

16. ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the

Annual Return in form MGT-7, as of March 31, 2024, has been placed on the website of the Company and can be accessed at website at https://www. proventusagro.com/investors-1#annual-returns

17. BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Board met 11 (Eleven) times during the financial year under review. The intervening gap between two consecutive meetings was not more than 120 days.

18. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013; your Directors, to their best of their knowledge and ability, confirm that: —

i. in the preparation of the annual accounts for the financial year ending March 31, 2024, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

ii. they 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 and loss of the Company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts have been prepared on a going concern basis; and

v. the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and were operating effectively; and

vi. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

19. SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) and is in due compliance with the same.

20. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2024 the Company had two Wholly Owned Subsidiary Companies, viz, Proventus Retail Private Limited (“PRPL”) and Proventus Commodities DMCC Dubai, U.A.E. (“DMCC”), and 2 (two) subsidiaries namely Prov Foods Private Limited (“PFPL”) and Prov Nova Bio Technologies Private Limited (“Prov Nova”).

The Company does not have any Joint Venture or Associate Company.

PRPL is engaged in the business of retail sales of dry fruits and spices. This is B2C model where Proventus Retail sells under the Brand name “ProV” and works as forward integration to import of Parent Company.

DMCC is WOS of the Company based in DMCC Dubai. This will work as a hub for International Agri Commodities procurement like pulses, dry fruits, spices & oil seeds.

PFPL is carrying on the business as manufacturers, producers, processors, makers, importers, exporters, traders, buyers, sellers, wholesalers, of complete food and agricultural products.

Prov Nova is carrying on the business of manufacturing, processing, and producing biomass briquettes.

The Consolidated Financial Statements of the Company, its subsidiaries namely PRPL, DMCC, PFPL and Prov Nova are prepared in accordance with the Companies Act, 2013 and applicable Indian Accounting Standards along with all relevant documents and the Auditors' Report form part of this Annual Report. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

A report on the performance and financial position of the subsidiary, Associate/ Joint venture of the Company are provided in the form AOC - 1 as ANNEXURE- IV as per the Companies Act, 2013.

21. DEPOSITS

No deposits have been accepted by the Company from the public. The Company had no outstanding, unpaid or unclaimed public deposits at the beginning and end of FY 2023-24.

22. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

Directors

The Board of Directors of the Company comprises of Mr. Durga Prasad Jhawar, Mr. Shalin Sanjiv Khanna, Mr. Deepak Kumar Agrawal, Mr. Ranganathan Subramanian, Ms. Sweta Jain and Ms. Swati Jhawar as the Directors of the Company.

Further, there was no change in the composition of the Board during the Financial Year ended March 31, 2024.

On the basis of the written representations received from the Directors, none of the above Directors is disqualified under Section 164 of the Act.

Directors Retirement by Rotation

Pursuant to the provisions of Section 152 (6) of 'the Act', Mr. Deepak Kumar Agrawal (DIN: 07362004), Whole Time Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment. The Board of Directors recommends his re-appointment and propose the same for the approval of the members at the ensuing Annual General Meeting of the Company.

23. DECLARATION FROM INDEPENDENT DIRECTORS

In terms of Section 149 of 'the Act' and 'the SEBI LODR Regulations', Mr. Subramanian Ranganathan and Ms. Sweta Jain are the Independent Directors of the Company as of the date of this report. All Independent Directors of the Company have given requisite declarations under Section 149(7) of 'the Act', that they meet the criteria of independence as laid down under Section 149(6) of 'the Act' along with the Rules framed thereunder and that they have also complied with the Code of Conduct and Ethics of the Company as applicable to the Board of Directors and Senior Management.

In the opinion of the Board, the Independent Directors possess core skills/expertise/competencies (including proficiency), identified by the Board, required in the context of Company's business(es) and sector(s) for the Company to function effectively and are persons of high integrity and repute. They fulfil the conditions specified in 'the Act' as well as the Rules made thereunder and are independent of the management.

The terms and conditions of the appointment of Independent Directors are as per Schedule IV of 'the Act'.

During the year under review, the Independent Directors of the Company had no pecuniary relationship or transaction with the Company, other than receiving the sitting fees, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committees of the Company.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs, Manesar ("IICA") and the said registration is renewed and active.

24. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

During the year under review, there were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern's status or the company's operations in future.

25. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Company has an adequate internal controls system, commensurate with the size and nature of its business. The system is supported by documented policies, guidelines and procedures to monitor business and operational performance, which are aimed at ensuring business integrity and promoting operational efficiency.

Further, the Company has in place adequate internal financial controls with reference to Financial Statements and such controls were operating effectively as at March 31, 2024. These controls have been designed to provide reasonable assurance with regard to maintenance of proper accounting controls for ensuring the reliability of financial reporting, monitoring of operations. During the year, such controls were tested and no reportable weaknesses in the design or operations were observed.

26. COMPOSITION OF AUDIT COMMITTEE AND VIGIL MECHANISM

The Audit Committee of the Company ha been constituted and functions in accordance with the provisions of Section 177 of 'the Act' and SEBI Listing Regulations.

Audit Committee met four times during the year under review.

The Company has established a vigil mechanism by adopting Whistle-blower Policy pursuant to which whistle-blowers can raise concerns in a prescribed manner. Further, the mechanism adopted by the Company encourages a whistle-blower to report genuine concerns or grievances and provides for adequate safeguards against victimisation of the whistle-blower who avails of such mechanism as well as direct access to the Chairman of the Audit Committee. The functioning of the vigil mechanism

is reviewed by the Audit Committee from time to time. None of the whistle-blowers have been denied access to the Audit Committee of the Board. The Vigil Mechanism/Whistle-blower Policy is available on the website of the Company at https://www. proventusagro.eom/investors-1#policies

During the Year under review, the Board has accepted all recommendations of the Audit Committee made from time to time.

During the Year under review, the Board has accepted all recommendations of the Nomination and Remuneration Committee made from time to time

The Stakeholder Relationship Committee met once during the year under review.

During the Year under review, the Board has accepted all recommendations of the Stakeholders Relationship Committee made from time to time.

29. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The details of composition of the Committee for the FY ended on March 31, 2024 is as under:

30. SHARE CAPITALa. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has issued and allotted 7,225 equity shares of the Company to the eligible employees of the Company pursuant to the Proventus Agrocom Limited Stock Incentive Plan, 2022. Further, details required to be provided under Regulation 14 of the SEBI SBEB are available on the Company's website at https://www. proventusagro.eom/investors-1#annual-reports

The certificate is available for inspection by members in electronic mode.

A certificate from the Secretarial Auditor of the Company confirming that the Proventus Agrocom Limited Stock Incentive Plan, 2022, has been implemented in accordance with the SEBI SBEB and SE Regulations and the resolutions

passed by the shareholders, will be available for inspection by members at the ensuing AGM.

e. ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any Shares with Differential rights.

31. PREVENTION OF SEXUAL HARRASSMENT

The Company has adopted a policy on sexual harassment at the workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ('POSH Act'). All the employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review, there were no complaints filed or registered pursuant to this Act.

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the 'POSH Act' to redress complaints received regarding sexual harassment.

32. MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under subsection (1) of Section 148 of the Companies Act 2013.

33. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of 'the Act' read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure V forming integral part of this report.

None of the employees draw remuneration in excess of the limits set out in Rule 5(2)(i), Rule 5(2) (ii) and Rule 5(2)(iii) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during the year under review.

34. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

No application was made under the Insolvency and Bankruptcy Code, 2016 during the year under review. Hence, there are no proceedings pending under the said Code.

35. THE DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year under review, the Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the

details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking loans from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

36. CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives and a Code of Fair Disclosure to formulate a framework and policy for disclosure of events and occurrences as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code of Fair Disclosure has been made available on the Company's website at https://www.proventusagro.com/investors-1#policies

37. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various government authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.