Proventus Agrocom Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 11 th (Eleventh) Annual Report together with the Companys audited financial statements for the Financial Year ended March 31, 2026.

1. FINANCIAL HIGHLIGHTS

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

(Rs. in Lakhs)

	STANDALONE		CONSOLIDATED
	Financial Year 2025-26	Financial Year 2024-25	Financial Year 2025-26	Financial Year 2024-25
Total Revenue	53,796.93	38,420.24	92,638.55	58,421.48
Total Expenditure	53,184.57	37,893.94	90,727.71	57,321.87
Profit before Depreciation/ Amortization (PBTDA)	612.36	526.30	1,910.84	1,099.67
Less : Depreciation	29.19	35.97	125.41	160.98
Net Profit before Taxation (PBT)	583.17	490.33	1,785.43	938.63
Tax Expense	149.48	129.35	359.49	198.51
Profit/(Loss) after Taxation (PAT)	433.69	360.98	1425.94	740.12
Earnings Per Share
Basic	12.58	10.50	41.01	21.40
Diluted	12.54	10.44	40.9	21.28

There was no revision of financial statements and Boards Report of your Company during the year under review.

2. STATE OF COMPANYS AFFAIRS, REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

On a standalone basis, the Company reported a Profit after tax of Rs. 433.69 lakhs for FY 2025-26 in comparison with profit after tax of Rs. 360.98 lakhs for FY 2024-25.

On a consolidated basis, the Total Income for FY 2025-26 was Rs. 92,638.55 lakhs and the Profit after tax attributable to shareholders and non-controlling interests for FY 2025-26 was Rs. 1425.94 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 dividend 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 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 and commitments affecting the financial position of the Company, which have occurred between the end of the financial year to which the financial statements relate and the date of the report.

7. RECLASSIFICATION OF SHAREHOLDER FROM PROMOTER CATEGORY TO PUBLIC

Pursuant to Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company received a request from Mr. Shalin Sanjiv Khanna seeking re-classification of his status from the Promoter category to the Public category.

The Board of Directors, at its meeting held on July 21, 2025, reviewed and approved the said request, and made an application to NSE on July 25, 2025. NSE vide its letter dated August 21, 2025 conveyed their noobjection to the proposed reclassification.

Subsequently, as required under Regulation 31A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, approval of the shareholders was obtained at the Annual General Meeting held on September 29, 2025.

Accordingly, Mr. Shalin Khanna has been reclassified from Promoter category to the Public category.

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

Particulars required under Section 134(3Xm) 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 is annexed herewith and forms part of this report as Annexure-I.

9 DEMATERIALIZATION OF SHARES

All the Shares of your Company are Dematerialized as on March 31, 2026. The ISIN of the Equity Shares of your Company is INE00NE01016.

10. 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.

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

Corporate Social Responsibility (CSR) activities of your Company are guided by its CSR Policy, which is framed and approved by the Board. The CSR Policy has been placed on the Website of the Company and can be accessed through the .

The Company had no Corporate Social Responsibility (CSR) obligation during the financial year 2025-26, as it did not meet the financial thresholds prescribed under Section 135(1) of the Companies Act, 2013. Accordingly, the provisions relating to CSR spending were not applicable to the Company during the year under review, and no amount was required to be spent towards CSR activities.

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

Details of loans and investments, covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements of the Company forming part of this Annual Report. The Company had not given any loan or guarantee or 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. The loans and guarantees given are proposed to be utilized by the respective recipients for their business purposes. The particulars of loans/advances etc., required to be disclosed pursuant to Para A of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is as follows:

Loans and advances in the nature of loans to Subsidiary

Name of the Company	Balance as on 31st March 2026 (Rs. In Lakhs)	Maximum outstanding during the year (Rs. In Lakhs)
Prov Foods Private Limited	1486.29	1486.29

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

As per the process, necessary details for each of the Related Party Transactions as applicable along with the justification are provided to the Audit Committee in terms of the Companys Policy on Materiality and Dealing with Related Party Transactions and as required under SEBI Master Circular for compliance with the provisions of the Listing Regulations by listed entities dated November 11, 2024.

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 arms length basis. Further, details of material related party transactions in Form AOC-2 is annexed as Annexure -II. The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions is available on the website of the Company and can be accessed on the Companys website at .

The details of contracts and arrangements with Related

Parties of your Company for the financial year ended March 31, 2026, are given in Note no. 26 to the Standalone Financial Statements, forming part of this Annual Report. The transactions of the Company with any person/ entity belonging to the promoter/promoter group which holds 10% or more shareholding in the Company as required pursuant to Para A of Schedule V of the SEBI LODR is disclosed in the financial statements of the Company.

14. AUDITORS AND AUDIT REPORT

M/s. NBT and Co, Chartered Accountants (ICAI Firm Registration Number-140489W) resigned causing a casual vacancy as Statutory Auditor of the Company w.e.f. December 26, 2025.

M/s. Chechani Soni and Co., Chartered Accountants (ICAI Firm Registration Number 007589C) were appointed as Statutory Auditors to hold office till the conclusion of the 11 th Annual General Meeting of the Company to be held in the year 2026, to fill the casual vacancy caused by the resignation of M/s. NBT and Co, Chartered Accountants.

In pursuance of the recommendation received from Audit Committee of the Company, the Board has approved appointment of M/s. Chechani Soni and Co., Chartered Accountants (ICAI Firm Registration Number 007589C) as the Statutory Auditors of the Company for a period of 2 years from conclusion of ensuing AGM to the conclusion of the AGM to be held in calendar year 2028 subject to approval of Shareholders at the ensuing AGM.

The Notes to the financial statements referred in the Auditors Report are self-explanatory.

The Auditors Report on the financial statements of the Company for the year ended March 31, 2026 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 2025-26. The Secretarial Auditors Report is annexed to this Board report as Annexure-III.

The Secretarial Auditors Report do not contain any qualification, reservation, adverse remark or disclaimers.

15. POLICY RELATING TO DIRECTORS APPOINTMENT,

PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

In accordance with the provisions of Section 134(3)(e) read with Section 178(2) of the Act and 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has adopted a Policy on Appointment and Remuneration of Directors and Key Managerial Personnel which inter alia, includes the criteria for determining qualifications, positive attributes and independence of Directors, and remuneration for the directors, key managerial personnel and other employees.

The same is available on the Companys website at

16. PERFORMANCE EVALUATION AND ITS CRITERIA

In terms of the provisions of Section 178(2) of the Act, a formal evaluation of Boards performance and that of its Chairperson, its Committees and individual directors has been carried out by the Board.

The evaluation of all the directors including independent directors was carried out by the entire Board, except for the director being evaluated. The performance is evaluated after seeking inputs from all the Directors, through a structured questionnaire, on the basis of the criteria such as the Board composition and structure, experience and competencies, attendance, effectiveness of board processes, information and functioning, independent approach, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the 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.

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 March 31, 2026. The Independent Directors, inter-alia, evaluated the performance of non-Independent Directors, the Chairman of the Company and the Board for FY 202526. They also assessed the quality, content and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The Board of Directors expressed their satisfaction with the outcome of the aforesaid performance evaluations.

17. 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, 2026, has been placed on the website of the Company and can be accessed at website at investors- 1#annual-returns

18. BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Board met 6 (Six) times during the financial year under review, i.e. on May 22, 2025; July 21, 2025; September 03, 2025; November 05, 2025; December 26, 2025 and March 31, 2026. The intervening gap between two consecutive meetings was not more than 120 days. The requisite quorum was present at all the Board Meetings.

The 10 th Annual General Meeting of your Company was held on September 29, 2025 through video conference.

During the year under review, no Extraordinary General Meeting (EGM) of the Members was held.

The Company has passed an Ordinary resolution on March 20, 2026 for appointment of M/s. Chechani Soni and Co. (FRN: 007589C) Chartered Accountants as Statutory Auditor of the Company to hold office till the conclusion of the 11 th Annual General Meeting of the Company to be held in the year 2026, to fill the casual vacancy caused by the resignation of M/s. NBT and Co, Chartered Accountants through Postal Ballot process.

19. 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, 2026, 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 the year under review;

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 are 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.

20. 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) issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

During the year under review, your Company has duly complied with all the applicable Secretarial Standards (SS-1 and SS-2).

21. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE

As on March 31, 2026 the Company had 2 (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). PFPL is a material subsidiary of the Company.

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

PRPL is engaged in the business of retail sales of dry fruits & 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 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 to Manufacture, process, produce of 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.

22. 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 2025-26.

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

Directors As on March 31, 2026 the composition of the Board is as follows:

Sr. No. Name	Designation
1 Mr. Durga Prasad Jhawar	Managing Director and Chief Executive Officer
2 Mr. Deepak Kumar Agrawal	Whole-time Director
3 Mr. Ranganathan Subramanian	Independent Director - Non Executive Director
4 Ms. Sweta Jain	Independent Director - Non Executive Director
5 Ms. Swati Jhawar	Non Executive Director

During the year under review Mr. Shalin Sanjiv Khanna resigned as Whole-Time Director of the Company w.e.f.May 22, 2025.

All the Directors of the Company have provided annual confirmation that they are not disqualified from being appointed/continuing as Directors in terms of Section 164 (1) and (2) of the Act.

The Managing Director & CEO and the Whole Time Director of your Company do not receive any remuneration or commission from any of its subsidiaries.

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 recommend his re-appointment and propose the same for the approval of the members at the ensuing Annual General Meeting of the Company.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2026 are as under:

Sr. No. Name	Designation
1 Mr. Durga Prasad Jhawar	Managing Director and Chief Executive Officer
2 Mr. Deepak Kumar Agrawal	Whole-time Director
3 Mr. Ankush Bhagchand Jain	Chief Financial Officer
4 Ms. Pinal Darji	Company Secretary

During the year under review Mr. Shalin Sanjiv Khanna resigned as Whole-Time Director of the Company.

24. DECLARATION FROM INDEPENDENT DIRECTORS

All Independent Directors have submitted requisite declarations confirming that they:

1. meet the criteria of independence as prescribed under Section 149(6) of the Act and are independent;

2. have complied with the Code of Conduct laid down under Schedule IV of the Act and

3. they have valid registration with the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs

In the opinion of the Board, the Independent Directors possess the requisite integrity, experience, expertise required under all applicable laws and the policies of the Databank. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.

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 active. Further, in terms of Rule 6(4) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, Independent Directors have passed the Online Proficiency Self-Assessment test conducted by IICA

25. COMMITTEES CONSTITUTED BY BOARD

Your Company has constituted various Board-level Committees in accordance with the requirements of the Act, the SEBI Listing Regulations, 2015 and basis the business requirements. Each Committee has a clearly defined mandate and operates within the scope of authority delegated by the Board and make specific recommendations to the Board on matters within their area of purview. During the year under review, all the recommendations received from the Committees were accepted by the Board.

The Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee collectively support the Board in discharging its governance responsibilities. The composition, role and functioning of these Committees is in compliance with the provisions of the Act, SEBI Listing Regulations, 2015, as applicable.

26. COMPOSITION OF AUDIT COMMITTEE AND VIGIL MECHANISM

The Audit Committee of the Company had been constituted and functions in accordance with provisions of Section 177 of the Act and SEBI Listing Regulations 2015. All members of the Committee are financially literate and the Chairperson possesses strong accounting and financial management knowledge. During the year under review, Audit Committee met 6 (Six) times i.e. on May 22, 2025; July 21, 2025; September 03, 2025; November 05, 2025; December 26, 2025 and March 31, 2026 and the gap between two Meetings did not exceed 120 days.

The details of composition of the Committee for the FY ended on March 31, 2026 is as under:

Name	Designation in Committee	Category
Mr. Ranganathan Subramanian	Chairman	Non-Executive Independent Director
Ms. Sweta Jain	Member	Non-Executive Independent Director
Mr. Durga Prasad Jhawar	Member	Managing Director & CEO

27. NOMINATION AND REMUNERATION COMMITTEE

The composition of the Nomination and Remuneration Committee is in compliance with the requirements of Section 178 of the Act. The Nomination and Remuneration Committee met 3 (three) times i.e. on May 22, 2025; September 03, 2025 and March 31, 2026 during the year under review.

The details of composition of the Committee for the FY ended on March 31, 2026 is as under:

Name	Designation in Committee	Category
Ms. Sweta Jain	Chairperson	Non-Executive Independent Director
Mr. Ranganathan Subramanian	Member	Non-Executive Independent Director
Mr. Swati Jhawar	Member	Non-Executive Director

28. STAKEHOLDERS RELATIONSHIP COMMITTEE

The details of composition of the Committee for the FY ended on March 31, 2026 is as under:

Name	Designation in Committee	Category
Ms. Sweta Jain	Chairperson	Non-Executive Independent Director
Ms. Deepak Agrawal	Member	Whole-time Director
Mr. Durga Prasad Jhawar	Member	Managing Director & CEO

29. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The details of composition of the Committee for the FY ended on March 31, 2026 is as under:

Name	Designation in Committee	Category
Mr. Durga Prasad Jhawar	Chairman	Managing Director & CEO Non-
Mr. Ranganathan Subramania	Member	Executive Independent Director
Ms. Deepak Agrawal	Member	Whole-time Director

30. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the year under review there were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

31. DISCLOSURE OF COMPLIANCE TO THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961

Your Company is in compliance with the Maternity Benefit Act, 1961 for the year under review. Your Company provides maternity benefits to eligible women employees and has policies, systems and processes in place to ensure ongoing compliance

32.INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Company has an adequate internal controls system, commensurate with the size, scale, nature and complexity 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, 2026. These controls have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls for ensuring 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.

33. VIGIL MECHANISM

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 victimization of the whistle blower who avails 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

34. CAPITAL STRUCTURE

During the year under review, the Company has allotted 6725 Equity shares of the Company to the eligible employees of the Company pursuant to the Proventus Agrocom Limited Stock Incentive Plan, 2022. Consequent to the aforesaid allotment, the issued, subscribed and paid-up share capital of the Company as on March 31, 2026 stood at Rs. 3,45,34,160 divided into 34,53,416 Equity Shares of face value Rs. 10 each. During the year under review, no equity shares were bought back and the Company has not issued:

i. any shares with differential rights as to dividend, voting or otherwise,

ii. sweat equity shares and

iii. Bonus shares.

35. EMPLOYEES STOCK OPTION PLAN

With a view to reward employee performance, fostering a culture of ownership and attracting, motivating and retaining talent in line with the Companys growth, your Company has adopted Proventus Agrocom Limited Stock Incentive Plan, 2022.

Further, details required to be provided under Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI SBEB and SE Regulations) are available on the Companys website at .

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.

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

There were no amendments to the aforesaid scheme during the year under review.

36. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 (POSH ACT)

The Company has adopted a policy on sexual harassment at 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.

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.

Following is a summary of sexual harassment complaints received, disposed off and pending during the year:

a) Number of complaint(s) outstanding as on 1st April 2025: Nil

b) No. of complaints received: Nil

c) No. of complaints disposed off: Nil

d) No. of complaints pending for more than ninety days: Nil

e) No. of complaints pending as on end of the year: Nil

37. MAINTENANCE OF COST RECORDS

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

38. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Details of employees who were in receipt of remuneration of not less than Rs. 1,02,00,000 during the year ended March 31, 2026 or not less than Rs. 8,50,000 per month during any part of the year, as required under provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (the Rules) will be made available during 21 days before the Annual General Meeting in electronic mode to any shareholder upon request sent at the email id: .

The disclosure with respect to the remuneration of Directors, Key Managerial Personnel and employees under Section 197(12) of the Act read with Rule 5(1) of the Rules is annexed herewith as Annexure V and forms part of this report.

39. DISCLOSURE PERTAINING TO INSOLVENCY & BANKRUPTCY CODE

During the year under review, no application or proceedings were filed by or against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC). There are no pending proceedings under IBC.

40. THE DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONETIME 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 difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

41. 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

42. 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.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Durga Prasad Jhawar	Deepak Kumar Agrawal
Managing Director & CEO	Whole-time Director
DIN: 02005091	DIN:07362004
Date: 27.08.2026
Place: Mumbai