Your Directors are pleased to present the 11^th (Eleventh) Annual Report together with the Company's 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)

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

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 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 no¬
objection 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 https://www.proventusagro.com/investors-1#policies.

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

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 Company's 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
arm's 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 Company's website at
https://www.proventusagro.com/investors-1#policies.

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 Auditor's 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 Auditor's 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 Auditor's 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.

15. POLICY RELATING TO DIRECTOR'S 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 Company's website at
https://www.proventusagro.com/investors-1#policies

16. PERFORMANCE EVALUATION AND ITS CRITERIA

In terms of the provisions of Section 178(2) of 'the
Act', a formal evaluation of Board's 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 2025¬

26. 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 https://www.proventusagro.com/ 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 Auditor's 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.

2. 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:

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:

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
Director's 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:

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:

28. STAKEHOLDER'S RELATIONSHIP COMMITTEE

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

29. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

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

30. 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 and
material orders passed by the Regulators or Courts or Tribunals
impacting the going concern status and Company's 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 Idesign ft>r 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

https://www.proventusagro.com/investors-1#policies

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 Company's 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 ("S E BI
SBEB and SE Regulations”) are available on the Company's
website at https://www.proventusagro.com/investors-1.

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:
info@proventusagro.com.

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 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 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 athttps://www.Droventusagro.com/investors-1

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