Quanto Agroworld Ltd Directors Report

TO THE MEMBERS,

The Directors hereby present the Sixth Annual Report of the Company together with the Audited Financial Statements for the year ended 31^st March, 2023.

1. FINANCIAL RESULTS (STANDALONE)

The Companys performance during the financial year ended 31* March 2023 as compared to the previous financial vear. is summarized below:

2. DIVIDEND

In view of conservation of resources and loss incurred by the Company, during the year under consideration, your Board of Directors could not recommend any dividend this year. However, your Directors assure you that, barring unforeseen circumstances and the improvement in the operations of the Company in future, the management shall be able to offer a reasonable return on your investments.

3. STATE OF THE COMPANYS AFFAIRS

During the year under review, your Company has recorded Revenue from Operation of Rs. 10,25,45,180/- in current financial year and Rs. 15,44,61,253/- in previous financial year.

The Company has earned profit of Rs. 98,06,553/- as compared to the profit of Rs. 212,46,599/- in respect of the corresponding previous year, after making deferred tax adjustment.

Further your company is taking effective steps to strengthen the profitability and financial soundness of the Company.

During the Year under review, there were no changes in Companys nature of business.

4. DEPOSITORY SYSTEM

The Companys Equity Shares are available for dematerialisation through Central Depository Services Limited. As on 31^st March, 2023, no Equity Shares of the Company were held in dematerialised form.

5. SHARES:

During the year under review, the company has undertaken following transactions:

a. Increase in Share Capital:

• The Company have increased its Authorised Share capital from Rs. 5 Crores to Rs. 10 Crores vide Ordinary Resolution passed at Extra Ordinary General Meeting held on 27^th January, 2023.

• The Company have allotted 141,433 Equity Shares 249,310 Equity Shares on 20/05/2022 and 27/01/2023 respectively of Rs. 10 each, thereby increasing its Paid up Share Capital from Rs. 3,89,50,100/- to Rs. 4,28,57,530/-

b. Buy Back of Securities: Nil

c. Sweat Equity: Nil

d. Bonus Shares: Nil

e. Employees Stock Option Plan: The Company has come up with ESOP Scheme for eligible employees (Directors, CEO, CFO and Managers), to motivate them for performance at Extra Ordinary General Meeting held on 27^th January, 2023, whereby a total number of 712313 Options to be granted at an exercise price of Rs.10 each which can be exercised in a period of 15 years from Grant Date.

6. WEB LINK OF ANNUAL RETURN, IF ANY

Pursuant to Sub-Section 3(a) of Section 134 and Sub-Section (3) of Section 92 of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for the financial year ended March 31, 2023 is available on the website of the Company at https://quantoaero.co/.

7. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under consideration, there was no change in the Board of Directors of the Company.

However Mr. Gaurav Surendra Agarwal (DIN: 09304135), have been appointed as an Additional Director of the Company with effect from 20^lh June, 2023 and the Company have recommended him to be regularized as the Director of the Company at the ensuing Annual General Meeting of the Company.

8. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company has held 14 (Fourteen) Board Meetings during this financial year i.e. 01-04-2022, 28-04-2022, 06-05-2022, 20-05-2022, 09-06-2022, 20-06- 2022, 02-09-2022, 09-09-2022, 24-09-2022, 07-11-2022, 02-01-2023, 05-01-2023, 27-01- 2023 and 28-03-2023

The Prescribed quorum was present for all the Meetings.

9. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act, the Directors, based on the representations received from the Operating Management, after due enquiry, confirm that:

a) in the preparation of the annual accounts for the financial year ended 31^st March, 2023, the applicable accounting standards have been followed;

b) the Directors have selected such accounting policies and applied them consistently and made judgements 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 31^s1 March, 2023 and of the profit and loss of the Company for the year ended on 31^sl March, 2023;

c) 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 Directors have prepared the annual accounts on a going concern basis;

e) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered into during the financial year 2022-23 with Related Parties are given in the Notes to the financial statements which are in the ordinary course of business and on arms length basis. The Company have not entered into contract or arrangements which falls under the provisions of sub-section (1) of section 188 of the Companies Act, 2013 with related parties

11. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE AND POLICY

The provisions of Section 135 of the Act, with regard to Corporate Social Responsibility (CSR) are at present not applicable on the Company.

12. AUDIT COMMITTEE

The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 is not applicable to the Company.

13. VIGIL MECHANISM/ WHISTLE-BLOWER POLICY

As per Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 to report the genuine concerns, the Company is not required constituted the Vigil Mechanism Committee

14. NOMINATION AND REMUNERATION COMMITTEE

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company

15. FIXED DEPOSITS FROM MEMBERS AND FROM PUBLIC

During the financial year under review, the Company has neither accepted nor renewed any deposit(s) covered under Chapter V of the Act.

16. TRANSFER OF UNCLAIMED AMOUNT TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the financial year under review, there was no unclaimed amount to be transferred to the IEPF.

17. PARTICULARS OF INVESTMENTS MADE, GUARANTEES PROVIDED AND LOANS GIVEN BY THE COMPANY

The details of loans, guarantees and investments made are set out in the Notes to the Standalone Financial Statements of the Company. The Company have given loans and made investment within the limits of the provisions of Section 186 of the Act and the Rules made thereunder.

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

There have been no material changes and commitments affecting the financial position of the Company, which have occurred between 31^st March 2023 and the date of this Report.

19. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

The Directors would like to draw your attention that the Company have converted its status of private limited to public limited company. Thereby the Company have received the new Certificate of Incorporation upon convertion to public company on 7^,h September, 2023 from Registrar of Companies, Mumbai.

20. INTERNAL FINANCIAL CONTROL SYSTEMS

The Company has in place, proper and adequate internal controls commensurate with the nature of its business and size of its operations. The financial statements are prepared on

Company recognizes that any internal control framework, no matter how well designed, requires regular audit and review processes to ensure that such systems are strengthened on an ongoing basis.

21. RISK MANAGEMENT

The Board is of the opinion that there are no major risks affecting the existence of the Company. The Company has laid down procedures to inform the Board about the risk assessment and minimization procedures. These procedures are periodically reviewed to ensure that executive management controls risk through means of a properly defined framework. The Board and its executive management collectively identifies the risks impacting the Companys business and document their process of risk identification, risk minimization, risk optimization as a part of a risk management system.

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

A. Conservation of Energy, Technology Absorption

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act,

2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished below.

Conservation of energy and technology absorption

a) Conservation of energy

b) Technology absorption

c) Foreign Exchange earnings and Outgo

23. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES

As on 31^s March 2023, the Company has two subsidiary companies, viz. Quanto Kisan Private Limited (Formerly known QU Mart Private Limited) and Quanto Agritech Private Limited.

During the year under review, the Company has consolidated its financial statements, and forms part of this Report. A statement containing the salient features of the financial statements of the Companys Subsidiaries, in Form AOC-1 as required under Rule 5 of the Companies (Accounts) Rules, 2014.

24. AUDITORS

M/s. ASOS & Co. Chartered Accountants, Mumbai (Firm Registration Number 151375W)

has been appointed as Statutory Auditors of the Company at Extra Ordinary General Meeting of the Company held on 31^st July, 2023 for FY 2022-23.

The term of M/s. ASOS & Co. Chartered Accountants, will expire on forthcoming Annual General Meeting of the Company and are eligible for re-appointment and the Company has received the consent from them to act as a Statutory Auditors of the Company for a period of 5 years.

The Statutory Audit Report does not contain any qualification, reservation or adverse remark or disclaimer; hence do not call for any comments from the Board of the Company.

25. SECRETARIAL STANDARDS

The Board of Directors confirm that the Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and

26. FRAUD REPORTING

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

27. PARTICULARS OF EMPLOYEES

Disclosures of details with respect to the remuneration of employees as required under Rule 5 sub-rule (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not applicable.

28. POLICY TO PREVENT SEXUAL HARRASSEMENT OF WOMEN AT WORKPLACE

The Company does not require to comply the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has not received any complaint, during the year under review, as there is no employee in the Company-

29. OTHER DISCLOSURES

a. There are no proceedings initiated/ pending against the Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

b. During the financial year 2022-23, the Company has not made any settlement with its Bankers for any loan/ facility availed and/ or still in existence.

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

30. ACKNOWLEDGEMENT

Your Directors wish to place on record sincere appreciation for the support and co-operation received from various Central and State Government Departments, organizations and agencies. The Directors also gratefully acknowledge all stakeholders of your Company, viz., Shareholders, Customers, Dealers, Vendors, Banks and other business partners for excellent support received from them during the financial year under review. Your Directors also express their warm appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the growth of the Company.