Notes to Accounts of Proventus Agrocom Ltd.

Mar 31, 2025

in respect of which the likelihood of outflow of
resources is remote, no provision or disclosure is
made.

Provisions are reviewed at each balance sheet
date and adjusted to reflect the current best
estimate. If it is no longer probable that the
outflow of resources would be required to settle
the obligation, the provision is reversed.

Contingent assets are not recognised in the
financial statements. However, contingent assets
are assessed continually and if it is virtually
certain that an economic benefit will arise, the
asset and related income are recognised in the
period in which the change occurs.

1.13 Operating leases

Lease payments for assets taken on operating
lease are recognised as an expense in the
statement of profit and loss on a straight-line
basis over the lease term.

(ii) Terms/rights attached to Equity Shares

The Company has only one class of equity shares having a par value of Rs 10/- per share. Each holder
of Equity Shares is entitled to one vote per share. In the event of liquidation of the company, the
holders of equity shares will be entitled to receive remaning assets of the Company, after distribution
of all preferential amounts. The distribution will be in proportion to the number of equity shares held by
the shareholders

1.14 Employee Benefits:

The Company makes monthly contribution to
provident fund in respect of employees covered
under the Employees Provident Fund and
Miscellaneous Provisions Act, 1952 at the rate
specified in the act and the same is charged to
revenue.

Gratuity paid during the year is debited to liability
account at the time of payment and liability on
account of gratuity is provided on the date of
Balance Sheet on actuarial valuation basis, at the
end of the year.

1.12 Provisions and contingencies

The Company creates a provision when there is
present obligation as a result of a past event that
probably requires an outflow of resources and
a reliable estimate can be made of the amount
of the obligation. A disclosure for a contingent
liability is made when there is a possible obligation
or a present obligation that may, but probably will
not, require an outflow of resources. When there
is a possible obligation or a present obligation

ADDITIONAL REGULATORY INFORMATION REQUIRED BY SCHEDULE III TO
THE COMPANIES ACT , 2013

28 Registration of charges or satisfaction with Registrar of Companies (ROC)

All charges or satisfaction are registered with ROC within the statutory period for the year ended 31^st March
2025 and 31 March 2024. No charges or satisfactions are yet to be registered with ROC beyond the statutory
period.

29 Event after reporting date

There have been no events after the reporting date.

30 Compliance with number of layers of companies

The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read
with Companies (Restriction on number of Layers) Rules, 2017 for the year ended 31 March 2025 and 31 March
2024.

31 Utilisation of Borrowed funds and share premium

No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any
other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities
(“Intermediaries”) with the understanding, whether recorded in writing or otherwise, that the Intermediary shall
lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has also
not received any fund from any parties (Funding Party) with the understanding that the Company shall whether,
directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Funding Party
(“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

32 Compliance with approved Scheme(s) of Arrangements

There is no any scheme of Arrangement or Amalgamation initiated or approved by the Board of Directors and /
or Shareholders of the Company or competent authority during the year ended 31 March 2025 and 31 March 2024
or in earlier years.

33 Undisclosed income

There are no transactions which have not been recorded in the books of accounts.

34 Title deeds of Immovable Properties not held in name of the Company

The Company does not possess any immovable property (other than properties where the Company is the
lessee and the lease agreements are duly executed in favour of the lessee) during the year ended 31 March 2025
and 31 March 2024.

35 Details of Crypto Currency or Virtual Currency

The Company has not traded or invested in Crypto currency or Virtual currency during the current or preceeding
financial year.

36 Details of Benami Property Held

No proceedings have been initiated during the financial year or pending as at the end of the financial year
against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45
of 1988) and rules made thereunder.

37 Wilful Defaulter

The Company has not been declared as a wilful defaulter by any bank or financial institution or other lender in
the current or preceeding financial year.

38 Relationship with Struck off Companies

The Company have not entered into any transaction during the current period or previous financial year with
the companies whose names have been struck off under section 248 of Companies Act, 2013 or section 560 of
Companies Act, 1956 and there is no outstanding receivable from / payable to such companies as at the end of
period.

39 The financial statements are approved for issue by the Board of Directors on 22 ^nd May 2025.

40 The previous year''s figures have been recast / regrouped / rearranged wherever considered necessary.

41 There are Loans or Advances in the nature of loans granted to promoters, directors,KMPs
and the related parties (as defined under Companies Act, 2013,) that are:

(a) repayable on demand or

(b) without specifying any terms or period of repayment

42 Balance of Debtors & Creditors & Loans & advances Taken & giving are subject to confirmation and subject to
consequential adjustments, if any. Debtors & creditors balance has been shown separately and the advances
received and paid from/to the parties is shown as advance from customer and advance to suppliers.

43 The said provisions of Corporate Social Responsibility under section 135 of Companies Act, 2013 is applicable to
the company.

44 Segment reporting

The Group has operated only in one business segment i.e Agro Commodity business (Maijor business Dryfruits)
during the year. Therefore, the group has only one reportable business segment, the results of which are
disclosed in the financial statements. Since business operations of the group are concentrated in India, the
group is considered to operate mainly in domestic segment and therefore there is no reportable geographic
segment.

46 Details of dues to micro, small and medium enterprises

Trade Payables includes Rs. 44.12 lakhs payable to “Suppliers” registered under the Micro, Small and Medium
Enterprises Development Act, 2006. No interest has been paid/is payable by the Company during the period to
“Suppliers” registered under this act. The aforementioned is based on the responses received by the Company
to its inquiries with suppliers with regard to applicability under the said act.

47 Capital commitments and contingent liabilities

The Company has no capital commitments and contingent liabilities amount Rs. 20 Lakh
Bank Guarantee given as at the balance sheet.

53. Employee Stock option reversal expenses of Rs (31.71) lakhs under the Note 23 of Statement of profit & loss
account includes the reversal of excess employee stock option expenses debited to profit & loss account during the
year ended 31St March 2024 to the extent of Rs (39.17) lakhs. However, the employee stock option expenses debited
to profit & loss account during the year ended 31St March 2025 is Rs 7.46lakhs. Details are annexed below: -

As per our report of even date attached For and on behalf of the Board of Directors

For N B T and Co of Proventus Agrocom Limited

Chartered Accountants
Firm Registration No: 140489W

Ashutosh Biyani Durga Prasad Jhawar Deepak Kumar Agrawal

Partner MD and CEO Whole-time Director

M. No. 165017 (DIN:02005091) (DIN:07362004)

Place: Mumbai
Date: 22^nd May 2025

Pinal Rakesh Darji Ankush Bhagchand Jain

Company Secretary Chief Financial Officer

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Mar 31, 2024

(ii) Terms/rights attached to Equity Shares

The Company has only one class of equity shares having a par value of C10/- per share. Each holder of Equity Shares is entitled to one vote per share. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaning assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders

v) Employee Stock Ownership Plan Scheme

The company has granted 38700 options as Employees Stock Option on 09.12.2022 as per the provision of PAPL SIP 2022 scheme and the vesting period of option granted is over 4 years and 25% of number of options granted will be vesting every year. 9675 Employee Stock options vested during the year and out of which 7225 shares has been exercised by employees.

ADDITIONAL REGULATORY INFORMATION REQUIRED BY SCHEDULE III TO THE COMPANIES ACT , 2013

30 Registration of charges or satisfaction with Registrar of Companies (ROC)

All charges or satisfaction are registered with ROC within the statutory period for the year ended March 31, 2024 and March 31, 2023. No charges or satisfactions are yet to be registered with ROC beyond the statutory period.

31 Event after reporting date

There have been no events after the reporting date.

32 Compliance with number of layers of companies

The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017 for the period ended 31 March 2024 and 31 March 2023.

33 Utilisation of Borrowed funds and share premium

No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities (“Intermediaries”) with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has also not received any fund from any parties (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

34 Compliance with approved Scheme(s) of Arrangements

There is no any scheme of Arrangement or Amalgamation initiated or approved by the Board of Directors and / or Shareholders of the Company or competent authority during the period ended 31 March 2024 and 31 March

2023 or in earlier years.

35 Undisclosed income

There are no transactions which have not been recorded in the books of accounts.

36 Title deeds of Immovable Properties not held in name of the Company

The Company does not possess any immovable property (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) during the period ended 31 March

2024 and 31 March 2023.

37 Details of Crypto Currency or Virtual Currency

The Company has not traded or invested in Crypto currency or Virtual currency during the current or preceeding financial year.

38 Details of Benami Property Held

No proceedings have been initiated during the financial year or pending as at the end of the financial year against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

39 Wilful Defaulter

The Company has not been declared as a wilful defaulter by any bank or financial institution or other lender in the current or preceeding financial year.

40 Relationship with Struck off Companies

The Company have not entered into any transaction during the current period or previous financial year with the companies whose names have been struck off under section 248 of Companies Act, 2013 or section 560 of Companies Act, 1956 and there is no outstanding receivable from / payable to such companies as at the end of period.

41 The fi nancial statements are approved for issue by the Board of Directors on 24th May 2024.

42 The previous year''s figures have been recast / regrouped / rearranged wherever considered necessary.

44 Balance of Debtors & Creditors & Loans & advances Taken & giving are subject to confirmation and subject to consequential adjustments, if any. Debtors & creditors balance has been shown separately and the advances received and paid from/to the parties is shown as advance from customer and advance to suppliers .

45 The ons of Corporate Social Responsibility under section 135 of Companies Act,

2013 are not applicable to the company.

46 Segment reporting

The Group has operated only in one business segment i.e Agro Commodity business (Maijor business Dryfruits) during the year. Therefore, the group has only one reportable business segment, the results of which are disclosed in the financial statements. Since business operations of the group are concentrated in India, the group is considered to operate mainly in domestic segment and therefore there is no reportable geographic segment..

48 Details of dues to micro, small and medium enterprises

Trade Payables includes C Nil payable to “Suppliers” registered under the Micro, Small and Medium Enterprises Development Act, 2006. No interest has been paid/is payable by the Company during the period to “Suppliers” registered under this act. The aforementioned is based on the responses received by the Company to its inquiries with suppliers with regard to applicability under the said act.

49 Capital commitments and contingent liabilities

The Company has no capital commitments and contingent liabilities amount C 15 Lakh Bank Guarantee given as at the balance sheet.

B) Defined contribution plan (gratuity):

Amount of C 14.63 lakh (Previous period: (11.61) lakh is recognised as expenses/(Income) and included in “employee benefit” - Notes 25 in the statement of profit and loss.

The following tables summarise the components of the net employee benefit expenses recognised in the statement of profit and loss and amounts recognised in the balance sheet for the gratuity benefit plan.

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Mar 31, 2023

(i) Terms/rights attached to Equity Shares

The Company has only one class of equity shares having a par value of Rs 10/- per share. Each holder of Equity Shares is entitled to one vote per share. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaning assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders

(ii) Employee Stock Ownership Plan Scheme

The company has granted 38700 options as Employees Stock Option on 09.12.2022 as per the provision of PAPL SIP 2022 scheme the grand price per equity share is Rs.250/-and The vesting period of option granted is 4 years and 25% of number of options granted will be vesting every year.

*Note: During the year 3,00,000 Equity Shares are converted party paid up (Rs .1) to fully paid up of Rs.10/-each and balance Rs. 9 called up dated 23.01.2023.And share issued at Rs. 228 and balance Rs. 219 cosnsidered in securties premium.

The above information regarding Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company.

28. Registration of charges or satisfaction with Registrar of Companies (ROC)

All charges or satisfaction are registered with ROC within the statutory period for the period ended 31st March 2023 and 31 March 2022. No charges or satisfactions are yet to be registered with ROC beyond the statutory period.

29. Event after reporting date

There have been no events after the reporting date.

30. Compliance with number of layers of companies

The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017 for the period ended 31 March 2023 and 31 March 2022.

31. Utilisation of Borrowed funds and share premium

No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediaries") with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has also not received any fund from any parties (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

32. Compliance with approved Scheme(s) of Arrangements

There is no any scheme of Arrangement or Amalgamation initiated or approved by the Board of Directors and / or Shareholders of the Company or competent authority during the period ended 31 March 2023 and 31 March 2022 or in earlier years.

33. Undisclosed income

There are no transactions which have not been recorded in the books of accounts.

34. Title deeds of Immovable Properties not held in name of the Company

The Company does not possess any immovable property (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) during the period ended 31 March 2023 and 31 March 2022.

35. Details of Crypto Currency or Virtual Currency

The Company has not traded or invested in Crypto currency or Virtual currency during the current or preceeding financial year.

36. Details of Benami Property Held

No proceedings have been initiated during the financial year or pending as at the end of the financial year against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

37. Wilful Defaulter

The Company has not been declared as a wilful defaulter by any bank or financial institution or other lender in the current or preceeding financial year.

38. Relationship with Struck off Companies

The Company have not entered into any transaction during the current period or previous financial year with the companies whose names have been struck off under section 248 of Companies Act, 2013 or section 560 of Companies Act, 1956 and there is no outstanding receivable from / payable to such companies as at the end of period.

39. The financial statements are approved for issue by the Board of Directors on 22nd August 2023.

40. The previous year''s figures have been recast / regrouped / rearranged wherever considered necessary.

41. There are no Loans or Advances in the nature of loans granted to promoters, directors, KMPs and the related parties (as defined under Companies Act, 2013,) that are:

(a) repayable on demand or

(b) without specifying any terms or period of repayment

43 The said provisions of Corporate Social Responsibility under section 135 of Companies Act, 2013 are applicable to the company.However, current year not liabile for contibution to CSR activities.

44 Segment reporting

The Group has operated only in one business segment i.e Agro Commodity business (Maijor business Dryfruits) during the year. Therefore, the group has only one reportable business segment, the results of which are disclosed in the financial statements. Since business operations of the group are concentrated in India, the group is considered to operate mainly in domestic segment and therefore there is no reportable geographic segment..

46. Details of dues to micro, small and medium enterprises

Trade Payables includes Rs. Nil payable to "Suppliers" registered under the Micro, Small and Medium Enterprises Development Act, 2006. No interest has been paid/is payable by the Company during the period to "Suppliers" registered under this act. The aforementioned is based on the responses received by the Company to its inquiries with suppliers with regard to applicability under the said act.

47. Capital commitments and contingent liabilities

The Company has no capital commitments and contingent liabilities amount Rs. 10 Lakh Bank Guarantee given as at the balance sheet.

48. Foreign currency transaction

The Company has undertaken the following transactions in foreign currency:

The basic and diluted earnings per share are the same as there are no dilutive potential equity shares. 50 Operating leases

The Company has taken premise on operating lease. Gross rental expenses for the period ended 31 March 2023 aggregated to Rs. 79.05 lakhs (Previous year: Rs. 72.96 lakhs) which has been included under the head other expenses - Rent under note 23 in the statement of profit and loss.

51. Disclosure pursuant to Accounting Standard 15 (Revised) - Employee benefits:

The Company has classified the various benefits provided to employees as under: A) Employers Contribution to Employee Provident Fund/ESIC

The expense recognised during the period towards defined contribution plan -(Amount in Rs. Lakhs, unless mentioned otherwise)

B) Defined contribution plan (gratuity):

Amount of Rs. 11.61 lakhs (Previous period: (7.05) lakhs is recognised as expenses/(Income) and included in "employee benefit" - Notes 23 in the statement of profit and loss.

The following tables summarise the components of the net employee benefit expenses recognised in the statement of profit and loss and amounts recognised in the balance sheet for the gratuity benefit plan.

Statement of profit and loss of the year/period

Net employee benefits expenses (recognised in employee cost):