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. 360.98 lakhs for FY 2024-25 in
comparison with profit after tax of Rs. 477.87 lakhs
for FY 2023-24.

On a consolidated basis, the Total Income for FY
2024-25 was Rs. 58,421.48 lakhs and the Profit after
tax attributable to shareholders and non-controlling
interests for FY 2024-25 was Rs. 740.13 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.

The Board of Directors, at its meeting held on July
21, 2025, reviewed and approved the said request,
subject to the approval of the shareholders at the
ensuing Annual General Meeting. In accordance
with the regulatory requirements, the Company
has submitted an application to the National
Stock Exchange of India Limited on July 25, 2025,
seeking their no-objection for the proposed re¬
classification. The approval from the Exchange is
awaited as on the date of this report.

Apart from the aforementioned re-classification
proposal, there have been no material changes and
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 this 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 has 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,
subject to the approval of the shareholders at the
ensuing Annual General Meeting. In accordance
with the regulatory requirements, the Company
has submitted an application to the National
Stock Exchange of India Limited on July 25, 2025,
seeking their no-objection for the proposed re¬
classification. The approval from the Exchange is
awaited as on the date of this report.

Apart from the aforementioned re-classification
proposal, there have been no material changes and
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 this report

8. 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 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, 2025. The ISIN of the Equity Shares
of your Company is INE0ONE01016.

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 statutory disclosures pursuant to Rule 8 of
Companies (Corporate Social Responsibility Policy)
Rules, 2014 with respect to CSR activities forms
part of this Annual Report and is annexed herewith
as Annexure-II.

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 furnished
in the Note No. 9,11,17 and 13 to the Standalone
Financial Statements, 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.

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 -III. All Related
Party Transactions have been approved by the Audit
Committee, prior omnibus approval of the Audit

Committee was obtained for the transactions which
were of a repetitive nature.

The transactions entered into pursuant to the
omnibus approval so granted were reviewed
and statements giving details of all related
party transactions were placed before the Audit
Committee on a periodic basis.

The details of contracts and arrangements with
Related Parties of your Company for the financial
year ended March 31, 2025, are given in Note no. 26
to the Standalone Financial Statements, forming
part of this Annual Report.

14. 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 8^th AGM of the
Company held in the year 2023 until the conclusion
of the 13^th AGM of the Company to be held in the year
2028.

The Auditor's Report on the financial statements of
the Company for the year ended March 31, 2025 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 2024¬
25. The Secretarial Audit Report is annexed to this
Board report as Annexure-IV.

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

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 evaluation, determines the role and
capabilities required for 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 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.com/investors-
1#policies

16. 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 the 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 was 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 March 05, 2025. The
Independent Directors, inter-alia, evaluated the
performance of non-Independent Directors, the
Chairman of the Company and the Board for FY
2024-25. 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 Directors expressed their satisfaction with the
evaluation process.

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, 2025, 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 4 (Four) times during the financial
year under review. The intervening gap between two
consecutive meetings was not more than 120 days.

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, 2025, 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) and is in due compliance with the same.

21. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES

As on March 31, 2025 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”).

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- V 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 2024-25.

* Resigned w.e.f. May 22, 2025

Further, there was no change in the Composition of
the Board during the Financial Year ended March 31,
2025.

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', Ms. Swati DurgaPrasad Jhawar (DIN:06446297),
Non-Executive Director of the Company, is liable
to retire by rotation at the ensuing Annual General
Meeting (AGM) and being eligible, offers herself for
re-appointment. The Board of Directors recommend
her re-appointment and propose the same for the
approval of the members at the ensuing Annual
General Meeting 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, one (1) Independent Director
has passed the Online Proficiency Self-Assessment
test conducted by IICA and the other Independent
Director shall undergo online proficiency self¬
assessment test.

25. 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.

27. 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, 2025. 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.

* Resigned w.e.f. May 22, 2025

24. 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 on 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 the 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 fulfill the conditions specified in
'the Act' as well as the Rules made thereunder and
are independent of the management.

The terms and conditions of 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.

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 such mechanism as
well as direct access to the Chairman of the Audit
Committee. The functioning of the vigil mechanism

The Nomination and Remuneration Committee met
four times during the year under review.

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

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.

* resigned w.e.f. May 22, 2025

The Corporate Social Responsibility Committee
met once during the year under review. During
the Year under review, the Board has accepted
all recommendations of the Corporate Social
Responsibility Committee made from time to time

31. SHARE CAPITAL

a. 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 11,925 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.com/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, have 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.

33. MATERNITY BENEFIT PROVIDED BY THE COMPANY
UNDER MATERNITY BENEFIT ACT 1961

The Company declares that it has duly complied
with the provisions of the Maternity Benefit Act,
1961. All eligible women employees have been
extended the statutory benefits prescribed under
the Act, including paid maternity leave, continuity
of salary and service during the leave period, and
post-maternity support such as nursing breaks
and flexible return-to-work options, as applicable.
The Company remains committed to fostering
an inclusive and supportive work environment
that upholds the rights and welfare of its women
employees in accordance with applicable laws.

34. 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.

35. 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-VI forming
integral part of this report.

None of the employees draw remuneration in excess
of the limits set out in the 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.

36. 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.

37. 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.

38. 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

39. 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.