Proventus Agrocom Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 8th (Eighth) Annual Report together with the Companys audited financial statements and the auditors report thereon for the Financial Year (hereinafter referred to as ‘FY) ended March 31, 2023.

1. FINANCIAL HIGHLIGHTS

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

(Rs. in lakhs)

Particulars	STANDALONE		CONSOLIDATED
	Financial Year	Financial Year	Financial Year	Financial Year
	2022-23	2021-22	2022-23	2021-22
Total Revenue	34,049.37	37,062.43	42,033.48	40,434.57
Total Expenditure	33,723.46	36,903.58	41,505.66	40,189.87
Profit before Depreciation/
Amortization (PBTDA)	325.91	158.85	528.81	244.71
Less : Depreciation	27.49	31.18	70.80	88.27
Net Profit before Taxation (PBT)	298.42	127.67	458.01	156.44
Tax Expense	69.40	27.50	90.83	42.48
Profit/(Loss) after Taxation (PAT)	229.02	100.17	367.18	113.95
Earnings Per Share
Basic	9.03	4.03	14.14	4.57
Diluted	9.03	4.03	14.14	4.57

During the year under review, the financial statements pertaining to the 3 previous financial year(s), i.e, 2021-22, 2020-21 and 2019-20 were restated for the purpose of Initial Public O ering by the Company.

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

On a standalone basis, the Company reported a Profit after tax for FY 2022-23 of 229.02 lakhs in comparison with profit after tax of 100.17 lakhs for FY 2021-22.

On a consolidated basis, the Total Income for FY 2022-23 was 42,033.48 lakhs and the Profit after tax attributable to shareholders and non-controlling interests for FY 2022-23 was 367.18 lakhs.

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

3. DIVIDEND AND RESERVES

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 EDUCTION 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. CONVERSION OF COMPANY TO PUBLIC COMPANY

The Shareholders of the Company vide a Special Resolution at their Extra-Ordinary General Meeting held on February 03, 2023 approved the conversion of the Company from a Private Limited to a Public Limited. Consequently, the Ministry of Corporate A airs approved the said conversion on March 21, 2023.

7. ADOPTION OF NEW SET OF ARTICLES OF ASSOCIATION

The Board of Directors at their meeting held on December 26, 2022 adopted a new set of Articles of Association of the Company in order to incorporate the provisions applicable to a Public Limited Company. The new set of Articles of Association were approved by the Shareholders at their ExtraOrdinary General Meeting held on February 03, 2023.

8. 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

Post the closure of the FY 2022-23, your Company successfully completed its Initial Public O er (IPO) of 9,01,920 equity shares of 10/- each of the Company for cash at a price of 771/- per share (including a premium of 761/- per equity share), comprising of fresh issue of 6,71,773 equity shares aggregating to 5,179.37 Lakh and an O er for Sale of 2,30,147 equity shares by the Selling Shareholders aggregating to 1,774.43 Lakh.

The equity shares of the Company were listed on June 05, 2023 and trading on equity shares commenced NSE Emerge on June 05, 2023. Further, the success of the Initial Public offering reflects the trust and faith reposed in the Company by the Investors, customers and business partners and your Directors thank them for their con dence in the Company.

9. 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 doesnt apply to the Company.

The total Foreign Exchange Out flow and in flow was 17037.92 lakhs and 13577.82 lakhs respectively during the year under review.

There was no Foreign Exchange In flow during the year under review.

10. DEMATERIALIZATION OF SHARES

All the Shares of your Company are in Dematerialized as on March 31, 2023. The ISIN of the Equity Shares of your Company is INE0ONE01016.

11. 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 uni ed enterprise-wide Policy.

12. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL

RESPONSIBILITY INITIATIVES

In view of the losses during the FY 2019-20 and therefore the 2% of the average net pro t/loss of the last 3 immediately preceding financial years in terms of Section 135(5) of ‘the Act was calculated to be Nil and hence, the CSR obligation for the Company for the FY 2022-23 was Nil. Accordingly, the Company was not required to spend any amount during the year under review.

The Statutory disclosure with respect to CSR activities forms part of this Annual Report and is annexed herewith as ANNEXURE I.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE

COMPANIES ACT, 2013

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

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. Further, there were no transactions with any related party which could be considered material, in the opinion of the Board. Hence, the requirement of annexing Form AOC 2 pursuant to Section 134(3)(h) read with Section 188 of the Companies Act, 2013 is not applicable to the Company.

Further, in terms of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, there were no transactions of the Company with any person or entity belonging to the promoter/ promoter group which hold(s) 10% or more shareholding in the Company.

15. AUDITORS AND AUDIT REPORT

Statutory Auditors

M/s NBT & Co., Chartered Accountants (ICAI Firm Registration Number 140489W) were appointed as the Statutory Auditors of the Company by the members of the Company at their Extra-Ordinary General Meeting held on February 08, 2023 to hold office till the conclusion of the 8th AGM of the Company to be held in the year 2023.

The Auditors Report read together with Annexure referred to in the Auditors Report do not contain any quali cation, reservation, adverse remark or disclaimers.

The Board of Directors has recommended the re-appointment M/s NBT & Co., Chartered Accountants (ICAI Firm Registration Number 140489W) as the new Statutory Auditors for a term of ve (5) consecutive years from the conclusion of the 8th AGM until the conclusion of the 13th AGM of the Company. Accordingly, a resolution proposing appointment of M/s NBT & Co. as Statutory Auditors of the Company for a term of ve (5) consecutive years which forms part of the AGM notice is placed before the members for their approval.

As required under the provisions of Section 139(1) and 141 of ‘the Act, read with the Companies (Accounts and Auditors) Rules, 2014, the Company has received a written consent and certificate from M/s NBT & Co., Chartered Accountants to the effect that they are eligible to be appointed as Statutory Auditor of the Company and that their appointment, if made, would be within the limits specified under Section 141(3)(g) of ‘the Act.

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, every listed company is required to annex with its Boards report, a Secretarial Audit Report given by a Company Secretary in practice, in the prescribed form. The Board of Directors had appointed M/s. M Siroya and Company, Company Secretaries, as the Secretarial Auditors to conduct the Secretarial Audit for the Financial Year 2022-23. The Secretarial Audit Report is annexed to this Board report as ANNEXURE-II.

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

16. POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE

OF THEIR DUTIES

The Nomination and Remuneration Committee (‘NRC) engages with the Board to evaluate the appropriate characteristics, skills and experience for the Board as a whole as well as for its individual members with the objective of having a Board with diverse backgrounds and experience in business, nance 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 Directors appointment and remuneration which includes the criteria for determining quali cations, 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 Companys website at https://www.proventusagro.com/investors-1.

17. 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. The Independent Directors were appointed on the Board w.e.f March 21, 2023. Therefore, the formal evaluation of performance of the Board, its Committees and individual directors, including the Chairman of the Board shall be carried out during the Financial Year 2023-24. For the said purpose, a structured questionnaire will be prepared and circulated to the Directors for each of the evaluations.

Performance of the Board will be 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 will be evaluated on the parameters such as Mandate and Composition of Committee, E ectiveness 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 will be evaluated by all other Directors (except the Director himself) on the parameters such as Knowledge and Competency, Ful lment 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 will be evaluated by the entire Board of Directors, excluding the Director being evaluated.

Directors will also be evaluated individually by all other Directors (except the Director himself) on the parameters such as Knowledge and Competency, Ful lment 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 Of cer or the members of the management of the Company will be held in the Financial Year 2023-24. The Independent Directors, inter-alia, will evaluate the performance of Non-Independent Directors, the Chairman of the Company and the Board for FY 2023-24. They shall also assess 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.

Outcome of the evaluation shall be submitted to the Chairman of the Company.

18. ANNUAL RETURN

Pursuant to Sub-section 3(a) of section 134 and Sub-section (3) of section 92 of ‘the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, as amended vide MCA noti cation dated August 28, 2020, a copy of the Annual Return in Form MGT-7 is available on the website at https://www.proventusagro.com/investors-1.

19. BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Board met 16 (Sixteen) times during the financial year under review. The intervening gap between two consecutive meetings was not more than 120 days.

20. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:

i. In the preparation of the annual accounts for the financial year ending March 31, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii. The directors had 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 a airs of the company at the end of the financial year and of the profit and loss of the company for that period;

iii. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. The directors had prepared the annual accounts 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.

21. 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.

22. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2023 the Company has three Wholly Owned Subsidiary Companies, viz, Proventus Retail Private Limited ("PRPL"), Proventus Commodities DMCC Dubai, U.A.E. ("DMCC"), Prov Foods Private Limited ("PFPL") and one subsidiary viz. Prov Nova Bio Technologies Private Limited ("Prov Nova").

Consequent to the conversion of the Company into a Public company upon Shareholders approval at their Extra Ordinary General Meeting held on February 03, 2023, the Indian Subsidiaries mentioned above are deemed to be Public Companies pursuant to the proviso of Section 2(71) of ‘the Act.

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 Proventus Agrocom Private Limited 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-III as per the Companies Act, 2013.

23. 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 2022-23.

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

Directors

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

The members of the Company at their Extra-Ordinary General Meeting held on March 22, 2023 appointed the following:

i. Mr. Subramanian Ranganthan was appointed as a Non-Executive Independent Director of the Company to hold officefor a period of 5 years from March 21, 2023 till March 20, 2028;

ii. Ms. Sweta Jain was appointed as a Non-Executive Independent Director of the Company to hold officefor a period of 5 years from March 21, 2023 till March 20, 2028;

iii. Ms. Swati Jhawar was appointed as a Non-Executive Director of the Company to hold officewith effect from March 21, 2023 liable to retire by rotation;

iv. Mr. Durga Prasad Jhawar was appointed as the Managing Director and Chief Executive Officer to hold officefor a period of 5 years from March 21, 2023 till March 20, 2028;

v. Mr. Shalin Khanna was appointed as the Whole Time Director to hold officefor a period of 5 years from March 21, 2023 till March 20, 2028;

vi. Mr. Deepak Kumar Agrawal was appointed as the Whole Time Director to hold officefor a period of 5 years from March 21, 2023 till March 20, 2028.

Directors Retirement by Rotation

Pursuant to the provisions of Section 152 (6) of ‘the Act, Mr. Shalin Sanjiv Khanna (DIN: 06734684), 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, 2023 are as under:

i. Ms. Pinal Darji was appointed as the Company Secretary with effect from February 28, 2023;

ii. Mr. Ankush Bhagchand Jain was appointed as the Chief Financial Officer with effect from March 21, 2023.

iii. Mr. Durgaprasad Jhawar as the Managing Director and Chief Executive Officer, Mr. Shalin Khanna as the Whole Time Director and Mr. Deepak Kumar Agrawal as the Whole Time Director.

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

25. DECLARATION FROM INDEPENDENT DIRECTORS

In terms of Section 149 of ‘the Act and ‘the SEBI LODR Regulations, Mr. Subramanian Ranganthan 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 pro ciency), identified by the Board, required in the context of Companys 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.

26. 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.

27. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to Financial Statements and such controls were operating effectively as at March 31, 2023. 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.

28. 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.

Audit Committee met once during the year under review.

The details of composition of the Committee for the FY ended on March 31, 2023 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

The Company has established a vigil mechanism by adopting Whistle Blower Policy pursuant to which whistle blowers can raise concerns in a prescribed manner. Further, the mechanism adopted by the Company encourages a whistle blower to report genuine concerns or grievances and provides for adequate safeguards against victimisation of the whistle blower who avails of such mechanism as well as direct access to the Chairman of the Audit Committee. The functioning of the vigil mechanism is reviewed by the Audit Committee from time to time. None of the whistle blowers have been denied access to the Audit Committee of the Board. The Vigil Mechanism/Whistle Blower Policy is available on the website of the Company at https://www.proventusagro.com/investors-1.

29. NOMINATION AND REMUNERATION COMMITTEE

The details of composition of the Committee for the FY ended on March 31, 2023 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. Swati Jhawar	Member	Non-Executive Director

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

30. STAKEHOLDERS RELATIONSHIP COMMITTEE

The details of composition of the Committee for the FY ended on March 31, 2023 is as under:

Name	Designation in Committee	Category
Mr. Ranganathan Subramanian	Chairman	Non-Executive Independent Director
Ms. Deepak Agrawal	Member	Whole Time Director
Mr. Shalin Khanna	Member	Whole Time Director

No meeting of the Stakeholders Relationship Committee was held during the year under review.

31. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The details of composition of the Committee for the FY ended on March 31, 2023 is as under:

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

No meeting of the Stakeholders Relationship Committee was held during the year under review.

32. SHARE CAPITAL

a. CALL ON 3,00,000 PARTLY PAID UP EQUITY SHARES

The Company had on June 20, 2017 allotted 3,00,000 equity shares of Rs. 10 each at a premium of Rs. 230/- per share. A sum of Rs. 1 (towards share capital) and Rs. 11 (towards partial share premium) was paid on the application. The Company invoked the first and nal call for the remaining Rs. 228 per share (comprising of Rs. 9 towards share capital and Rs. 219 towards balance share premium) vide a Call Demand Notice dated December 26, 2022 and as on March 31, 2023, the said 3,00,000 shares are fully paid up.

b. BUY BACK OF SECURITIES

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

c. SWEAT EQUITY

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

d. BONUS SHARES

No Bonus Shares were issued during the year under review.

e. EMPLOYEES STOCK OPTION PLAN

In order to align employee rewards with the Companys long-term growth and shareholder value creation and also to attract, retain and motivate the best available talent, the Board of Directors at their meeting held on November 01, 2022 and the members of the Company at their Extra-Ordinary General Meeting held on December 09, 2022 had approved the Employee Stock Option Scheme (Proventus Agrocom Private Limited Stock Incentive Plan, 2022).

Further, since the Company has now listed its securities on ‘the NSE Emerge, the Employee Stock Option Scheme (Proventus Agrocom Limited Stock Incentive Plan, 2023) is recommended by the Board to the Shareholders of the Company for rati cation at their ensuing Annual General Meeting.

Details required to be provided under Regulation 14 of the SEBI SBEB are available on the company website at https://www.proventusagro.com/investors-1.

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

f. ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any Shares with Differential rights.

33. SEXUAL HARRASSMENT

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.

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

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

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 - IV forming integral part of this report.

The statement containing particulars of top 10 employees in terms of remuneration drawn and particulars of such employees as required under Section 197 (12) of ‘the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate Annexure forming part of this report. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Shareholders, excluding the aforesaid Annexure. The said Statement is open for inspection by the members through electronic mode. Any member interested in obtaining a copy of the same may write to the Company Secretary.

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.

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 Companys 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 con dence reposed on your Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Durga Prasad Jhawar	Shalin Sanjiv Khanna
Managing Director & CEO	Whole Time Director
DIN: 02005091	DIN: 06734684
Date: September 01, 2023
Place: Mumbai