TO THE MEMBERS

Your Directors are pleased to present the 46th Annual Report along with the Audited Annual Financial Statements (including Consolidated Financial Statements) of the Company for the Financial Year ended March 31, 2026.

SUMMARY OF FINANCIAL RESULTS

(` In Lakh)

OPERATIONS

The Company carry on the business of trading and investment. The profit before tax of ` 5.44 Lakhs from continuing operations (trading and Investment activities) was lower than the previous year's ` 487.56 Lakhs mainly due to reduction in income from investments.

INVESTMENTS

During the year under review, the Company made long term investments including ` 1368.08 Lakhs in various instruments including Equity & other strategic investments in line with the Company's business objectives, treasury management strategy and applicable provisions of the Companies Act, 2013. The Company also invested ` 6574.93 in an investment property. These investments were made with the objective of achieving long-term strategic value, optimum utilization of surplus funds and strengthening the Company's investment portfolio. During the year, the Company liquidated certain long-term investments amounting to ` 997.94 Lakhs. Further net redemptions of ` 4299.07 were made out of the current investments in Debt Mutual Funds, based on commercial considerations, liquidity requirements and portfolio rationalisation measures. The proceeds from such liquidation were utilised for business operations, re-investment in long term investments and investment property of the Company. All investments made and liquidated during the year were carried out in compliance with the applicable statutory provisions and within the limits approved by the Board or shareholders, as the case may be. Detailed particulars of the investments made, held and liquidated during the year are disclosed in the Notes forming part of the Financial Statements.

CHANGE OF NAME OF THE COMPANY

Pursuant to the Scheme of Arrangement for demerger between Oriental Carbon and Chemicals Limited and OCCL Limited, as approved by the Hon'ble NCLT/NCLAT effective from July 1, 2024, and subsequent approval by the Registrar of Companies (RoC) dated June 20, 2025, the name of the Company was changed from "Oriental Carbon and Chemicals Limited" to "AG Ventures Limited".

CHANGE IN OBJECT CLAUSE OF THE COMPANY

Pursuant to the Scheme of Arrangement, effective from July

1, 2024, the manufacturing business of the Company was demerged and transferred to OCCL Limited. Consequently, to align the Object Clause of the Memorandum of Association with the Company's post-demerger business activities and the provisions of the Companies Act, 2013, the Company amended its Object Clause after obtaining the approval of the Members by way of a Special Resolution passed through the Postal Ballot process on October 16, 2025.

CREDIT RATING

During the year under review, the ICRA Limited, vide its letter dated August 18, 2025, has withdrawn the credit ratings [ICRA] A-(Stable) /[ICRA]A2+ assigned to the Company at the request of the Company and based on the no dues certificates received from the bankers of the Company.

SUBSIDIARY, ASSOCIATES AND JOINT VENTURES

The Company has one listed material subsidiary, Duncan Engineering Limited (DEL). Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, statement containing salient features of financial statements of subsidiaries and Associates in Form AOC-1 which is the part of the Financial Statements in a separate section. The Company has no Joint Venture or Associate Company. The audited accounts of the Subsidiary Company are available on the website of the Company www.agventuresltd.com. Brief details of the performance of the subsidiary are given below: Duncan Engineering Limited, registered a gross turnover of ` 8,067.35 lakhs during the current Financial Year ended March 31, 2026 against ` 8471.35 lakhs during FY 2024-25. The

Subsidiary reported a profit after tax of ` 486.01 lakhs (Previous Year Profit` 521.07 lakhs).

In accordance with the fourth proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its Standalone and Consolidated Financial Statements would be placed on the website of the Company. Further, as per the provisions of the said Section, audited Annual Accounts of Subsidiary Company would also be placed on the website of the Company at www.agventuresltd.com. The shareholders interested in obtaining a copy of the Annual Accounts of the subsidiary companies may write to the Company Secretary at the Company's corporate office or may drop a mail at investors@agventures.co.in.

During the year, Duncan Engineering Limited incorporated a foreign company in the Kingdom of Saudi Arabia under the name DEL Arabia Company on 11th December, 2025. DEL is yet to subscribe to entire 6,00,000 equity shares aggregating to SAR 6,00,000 in DEL Arabia Company. Upon completion of the said subscription, DEL Arabia Company shall become a wholly owned subsidiary of DEL and consequently a step-down subsidiary of AG Ventures Limited.

The Company does not have any material unlisted subsidiary in the immediate preceding accounting year, however Duncan Engineering Limited is material listed subsidiary of the Company. As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (refer as "SEBI LODR"), SEBI has made it mandatory for all listed companies to formulate a policy for determining 'material' subsidiaries. Accordingly, a policy on 'material' subsidiaries was formulated by the Audit Committee of the Board of Directors and same is also posted on the website of the Company and may be accessed at https://occl-web.s3.ap-south-1.amazonaws.com/wp-content/uploads/2025/08/Policy-on-Material-Subsidiaries-AGV.pdf.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Section 129(3) of the Companies Act, 2013, the Consolidated Financial Statements of the Company prepared in accordance with the Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and applicable Indian Accounting Standard (Ind AS) are provided in the Annual Report.

RESERVES

Your Directors do not propose to transfer any amount to the

General reserves and the entire amount of profit for the year forms part of the 'Retained Earnings'.

DIVIDEND

In order to conserve the funds of the Company your Directors did not recommend any dividend for the Financial Year 2025-26.

MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED DURING THE FINANCIAL YEAR AND BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS 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 financialyear of the Company to which the financial statements relate and the date of the report.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013, and the Article of Association of the Company, Mr. Akshat Goenka (DIN: 07131982), Non Executive Director, is liable to retire by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for reappointment.

Detailed profile of the Director is provided in the Explanatory statement to the Notice of the Annual General Meeting of the Company.

During the reporting period, following changes were made in the composition of Directors and KMPs: The Board of Directors has appointed Mrs. Mitali Gupta (DIN: 11119860) and Mr. Dhruv Ranjan (DIN: 11570610) as additional directors on May 28, 2025 and February 27, 2026 respectively. Mrs Mitali Gupta was subsequently regularized as Independent Directors by the members in the 45th Annual General Meeting of the Company held on July 28, 2025 and Mr. Dhruv Ranjan was subsequently regularized as Non Executive and Non-Independent Director by the members through postal ballot on April 24, 2026.

Ms. Runa Mukherjee (DIN: 02792569), ceased to be Independent Directors of the Company with effect from closure of business hours of July 30, 2025 on completion of her tenure.

Mr. Sanjay Verma (DIN: 09784146) ceased to be the Nominee Director with effect from closure of business hours of November 06, 2025 on completion of his tenure as Nominee Director pursuant to the internal guidelines and policy of Life Insurance Corporation of India.

Mr. Abhinaya Kumar has resigned from the position of Chief

Executive Officer, Key Managerial Personnel, of the Company with effect from May 08, 2026.

Mr. Gaurav Jain was appointed as Chief Executive Officer of the

Company with effect from May 22, 2026.

None of the Directors of your Company is disqualified under the provisions of Section 164 of the Companies Act, 2013 and a certificate dated May 22, 2026 received from Company

Secretary in Practice certifying that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of the Companies, by SEBI/Ministry of Corporate Affairs or any such statutory authority is annexed to the Corporate Governance Report.

The details of Directors and Key Managerial Personnel of the Company are as follows: a) Mr. Arvind Goenka, Non-Executive, Non-Independent Director b) Mr. Akshat Goenka, Non-Executive, Non-Independent Director c) Mr. Dhruv Ranjan, Non-Executive, Non-Independent Director d) Mrs. Rachna Lodha, Non-Executive, Independent Director e) Mr. Rajat Jain, None-Executive, Independent Director f) Mrs. Mitali Gupta, Non-Executive, Independent Director g) Mr. Gaurav Jain. Chief Executive Officer h) Mr. Aman Abhishek, Chief Financial Officer i) Mr. Vipin, Company Secretary

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Details of the separate meeting of Independent Directors held in terms of Schedule IV of the Act and Regulation 25(3) of the Listing Regulations are given in the Corporate Governance Report.

SHARE CAPITAL

During the year under review, there was no change in the share Capital of the Company. The issued, subscribed and paid-up share capital of your Company as on March 31, 2026 remain at

` 9,99,00,920/- (Rupees Nine Crore Ninety-Nine Lakh and Nine Hundred Twenty Only) divided into 99,90,092 (Ninety-Nine Lakh Ninety Thousand and Ninety-Two) equity shares of face value of ` 10/- (Rupees Ten Only) each.

DECLARATION BY INDEPENDENT DIRECTORS

Your Company has received the Declaration of Independence from all the Independent Directors stating that they meet the independence criteria as prescribed under Section 149(6) of the Companies Act, 2013, Rule 6 of Companies (Appointment and Qualification of Director) Rules, 2014 and Regulation 16(1)

(b) of the SEBI Listing Regulations. In the opinion of the Board there has been no change in the circumstances which may affect the status of Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency the Companies Act, 2013 and applicable rules thereunder) of all Independent Directors on the Board. In terms of Section 150 read with Rule 6 of the Companies (Appointment and

Qualification of Directors) Rules, 2014 Independent Directors of the Company have already undertaken requisites steps towards the inclusion of their names in the databank of Independent Directors maintained with the Indian Institute of Corporate Affairs. Further, the Company's Independent

Directors have affirmed that they have followed the Code of conduct for Independent Directors as outlined in Schedule IV to the Companies Act, 2013.

MEETINGS OF THE BOARD

During the year 5 (five) Board Meetings were held on May

28, 2025, August 04, 2025, November 12, 2025, February 04, 2026 and February 27, 2026. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The details of Board Meetings including dates and attendance of each Directors have been provided in the Corporate Governance Report.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25(3) & (4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors at their meeting held on February 27, 2026 have evaluated the performance of Non-Independent Directors, Chairperson of the Company after considering the views of the Executive and Non-Executive Directors, Board as a whole and assessed the quality, quantity and timeliness of flow information between the Company's Management and the Board. The Nomination and Remuneration Committee has also carried out an evaluation of the performance of every Director of the Company. Based on evaluation made by the Independent Directors and the Nomination and Remuneration Committee and by way of individual and collective feedback from the Non-Independent Directors, the Board has carried out the Annual Performance Evaluation of the Directors individually as well as evaluation of the working of the Board as a whole and Committees of the Board. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report. The Independent Directors are regularly updated on industry & market trends, plant process, and operational performance of the Company etc. through presentations in this regard. They are also periodically kept aware of the latest developments in Corporate Governance, their duties as directors and relevant laws.

AUDIT COMMITTEE

As on March 31, 2026, the Audit Committee of the Board of Directors of the Company consists of two Non-Executive Independent Directors and one Non-Executive Non-Independent Director with Mr. Rajat Jain as Chairman, Mrs. Rachna Lodha and Mr. Akshat Goenka, as Member. The Company Secretary is the Secretary of the Committee. The terms of Section 150(1) of Chief Financial Officer and Auditors are permanent invitees to the meetings. The Committee met 4 (four) times during the year on May 28, 2025, August 04, 2025, November 12, 2025 and February 04, 2026.

The Committee, inter alia, reviews the financial statements before they are placed before the Board, Internal Control System and Reports of Internal Auditors and Compliance of various Regulations. The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report. Your Company has a well-structured Internal Audit System commensurate with its size and operations. During the year there were no instances when the Board had not accepted the recommendations of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

As on March 31, 2026, the Nomination and Remuneration Committee consists of three Non-Executive Independent Directors with Mrs. Mitali Gupta as Chairperson, Mr. Rajat Jain and Mrs. Rachna Lodha, as members. The Committee, inter alia, identifies people who are qualified to become Directors and who may be appointed in key management positions and senior management. The Committee also finalizes their remunerations. The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report. The Committee met once during the year on May 28, 2025.

STAKE HOLDER'S RELATIONSHIP COMMITTEE

As on March 31, 2026, the Stakeholders' Relationship Committee comprises of one Independent Director, Mrs. Rachna Lodha as Chairperson, and Mr. Arvind Goenka and Mr. Akshat Goenka as members. The Committee, inter alia, reviews the grievance of the security holders of the Company and redressal thereof. The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report. The Committee met twice during the year on April 09, 2025 and September 16, 2025.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As on March 31, 2026, the Corporate Social Responsibility Committee (CSR Committee) consists of one Non Executive Non Independent Director, Mr. Arvind Goenka as Chairman and two Independent Directors, Mr. Rajat Jain and Mrs. Rachna Lodha, as Members. The Committee met once during the year on May 28, 2025. The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report.

TheCSRCommitteeoftheBoardhaslaiddownthepolicytomeet the Corporate Social Responsibility objectives of the Company. The CSR Policy may be accessed on the Company's website at https://occl-web.s3.ap-south-1.amazonaws.com/wp-content/uploads/2026/01/CSR-Policy.pdf. The CSR Policy includes activities prescribed as CSR activity as per the Rules of Companies Act, 2013. The focus areas taken in the policy are Education, Health care and family welfare, Environment and Safety and contribution to any relief fund setup by the Government of India and any State Government.

The Average Net Profits of the Company for the last three financial years is` 4469.83 lakh and accordingly the prescribed CSR expenditure during the year under review should not be less than ` 89.40 lakh (i.e., 2% of the Average Net Profits of the Company for the last three financial years). ` 90.00 lakh were spent on CSR activities and projects undertaken during the year. The Annual Report on CSR activities is annexed as "Annexure - A" to this Report.

RISK MANAGEMENT

Pursuant to Regulation 21 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the provisions of Risk Management Committee are applicable to the Listed Company which ranks under top 1000 listed entities as per market capitalization. As the Company has remained outside this threshold for the past three years, the Board of directors in their meeting held on May 28, 2025 has dissolved the Risk Management Committee (RMC) with immediate effect.

Following the dissolution of the Risk Management Committee, the Board of Directors continues to oversee and assume the responsibilities pertaining to risk management. The Board shall strive to identify, evaluate, monitor, and mitigate key risks faced by the Company, ensuring that an effective risk management framework remains in place in line with applicable regulatory requirements and industry best practices.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place an established internal control system including internal financial Controls designed to ensure proper recording of financial and operational information, compliance of various internal controls and other regulatory and statutory compliances. Self-certification exercise is also conducted by which senior management certifies effectiveness of the internal control system of the Company. Internal Audit is conducted throughout the organization by qualified outside

Internal Auditors. Findings of the internal Audit Report are reviewed by the top Management and by the Audit Committee of the Board and proper follow-up action are ensured wherever required. The Statutory Auditors have evaluated the system of internal controls including internal financial control of the

Company and have reported that the same are adequate and commensurate with the size of the Company and nature of its business. The Audit Committee of the Board, from time to time, evaluated the adequacy and effectiveness of internal financial control of the Company with respect to:-

1. Systems have been laid to ensure that all transactions are executed in accordance with management's general and specific authorization. There are well-laid manuals for such general or specific authorization.

2. Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of Financial Statements in conformity with Generally Accepted Accounting Principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation of reliable financial information.

3. Access to assets is permitted only in accordance with management's general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.

4. The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to differences, if any.

5. Proper systems are in place for prevention and detection of fraud and errors and for ensuring adherence to the Company's policies.

VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a 'Whistle Blower Policy' to establish Vigil Mechanism for Directors and employees to report genuine concerns has been framed. The policy is revised from time to time to realign it with applicable regulations or organizations suitability. The updated policy is available on the website of the Company and the web link of the same is given as under: https://occl-web.s3.ap-south-1.amazonaws.com/wp-content/uploads/2025/08/Vigil-Mechanism-Policy_Latest.pdf. This policy provides a process to disclose information, confidentially and without fear of reprisal or victimization, where there is reason to believe that there has been serious malpractice, fraud, impropriety, abuse or wrongdoing within the Company. The Company ensures that no personnel was denied access to the Audit Committee.

POLICY ON NOMINATION AND REMUNERATION

The summary of Remuneration Policy of the Company prepared in accordance with the provisions of Section 178 of the Companies Act, 2013 read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the Corporate Governance Report. The Remuneration Policy of the Company is approved by the Board of Directors and is uploaded on the website of the Company. The weblink to the remuneration policy is as under: https://occl-web.s3.ap-south-1.amazonaws.com/wp-content/uploads/2026/01/Remuneration_Policy-1.pdf.

POLICY ON DIRECTORS' APPOINTMENT

The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, skill and experience that are required of the members of the Board. The members of the Board should possess the expertise, skills and experience needed to manage and guide the Company in the right direction and to create value for all stakeholders. The members of the Board should be eminent people of proven competency and integrity with an established track record.

Besides having financialliteracy, experience, leadership qualities and the ability to think strategically, the members are required to have a significant degree of and should devote adequate time in preparing for the Board meeting and attending the same. The members of the Board of Directors are required to possess the education, expertise, skills and experience in various sectors and industries needed to manage and guide the Company. The members are also required to look at strategic planning and policy formulations. The independent members of the Board should not be related to any executive or independent director of the Company or any of its subsidiaries. They are not expected to hold any executive or independent positions in any entity that is in direct competition with the Company. Board members are expected to attend and participate in the meetings of the Board and its Committees, as relevant. They are also expected to ensure that their other commitments do not interfere with the responsibilities they have by virtue of being a member of the Board of the Company. While reappointing the Directors on the Board and Committees of the Board, the contribution and attendance record of the Director concerned shall be considered in respect of such reappointment. The Independent

Directors shall hold office as a member of the Board for a maximum term as per the provisions of the Companies Act, 2013 and the rules made thereunder, in this regard from time to time, and in accordance with the provisions of the Listing Regulations. The appointment of Directors shall be formalized through a letter of appointment.

The Executive Directors, with the prior approval of the Board, may serve on the Board of any other entity if there is no conflict of interest with the business of the Company.

RELATED PARTY TRANSACTIONS

All related party transactions entered during the financial year were on arms' length basis and in the ordinary course of business. There were no materially significant party transactions entered by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Details of all related party transactions were placed before the Audit Committee for noting and given in the notes forming part of the Financial Statement. Disclosure in Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 is not applicable, as all related party transactions entered into by the Company during the year were on an arm's length basis and in the ordinary course of business.

The policy on Related Party Transactions as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also available on the website of the Company. The weblink to the same is as under: https://occl-web.s3.ap-south-1.amazonaws.com/wp-content/uploads/2026/06/Related-Party-Transaction-Policy.pdf

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Directors state that: a) In preparation of the annual accounts for the financial year ended March 31, 2026, the applicable Accounting commitment to the Company

Standards have been followed along with proper explanation relating to material departures, if any. b) The Directors have selected such Accounting Policies as listed in the Financial Statements and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year as on March 31, 2026, and of the profits of the Company for that period. c) The Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. d) The Directors have prepared the annual accounts on a going concern basis. e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively. f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no change in the nature of business activities carried on by the Company. However, the was shifted from the State of Registered

Gujarat to the State of Uttar Pradesh. Pursuant to the aforesaid change, the Operational and Finance Committee of Directors, at its meeting held on February 09, 2026, approved the shifting of the Registered Office of the Company to 14th Floor,

Tower-B, World Trade Tower, Plot No. C-1, Sector-16, Gautam Buddha Nagar, Noida, Uttar Pradesh – 201301 with effect from February 10, 2026. Consequent upon the change in the

Registered Office, the Corporate Identification Number (CIN) of the Company was changed to L64990UW1978PLC249903.

INSURANCE

The Company's properties are adequately insured against risks as required.

PUBLIC DEPOSITS

During the year under review an amount of interest on unclaimed matured deposits of ` 0.03 lakh, lying with the Company but not claimed by the Depositors for seven consecutive years from date of maturity, was transferred to IEPF Account. The Company has stopped accepting deposits and no deposits were accepted by the Company during the year.

LISTING OF SHARES

The Equity Shares of the Company are listed on BSE Limited (BSE) with scrip code No. 506579. Pursuant to the approval of Board dated May 28, 2025 the equity shares of the Company were voluntarily delisted from National Stock Exchange of India Limited (NSE) with effect from July 15 2025.

The Company confirms that the annual listing fees of the stock exchange for the financial year. 2026-27 have been duly paid

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial Statements.

AUDITORS AND THEIR REPORT a. Statutory Auditors:

The Shareholders of the Company at the 42nd Annual General Meeting (AGM) held on September 05, 2022 had appointment M/s. S S Kothari Mehta & Co. LLP (Previously M/s. S S Kothari Mehta & Co.), Chartered Accountants (ICAI Firm Registration No. 000756N/N500441) as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013 for a term of 5 years from the conclusion of 42nd AGM till the conclusion of 47th

AGM to be held in financial year 2027-28.

The Statutory Auditors' Report on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2026 forms part of this Annual report. The statutory audit report is self-explanatory and there are no qualification, reservation and adverse remarks by the statutory auditor in the Statutory Audit Report.

There was no fraud reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013, to the Audit Committee or the Board of Directors during the year under review. b. Secretarial Auditors:

The Shareholders of the Company at their 45th Annual General Meeting (AGM) held on July 28, 2025 had appointment Mr. Pawan Kumar Sarawagi, Practicing Company Secretary of M/s. P Sarawagi & Associates having office at Narayani Building, Room No.107, First

Floor, Brabourne Road, Kolkata - 700001 for conducting the Secretarial Audit of the Company for a term of 5 years from the conclusion of 45th AGM till the conclusion of

50th AGM to be held in financial year 2029-30. The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2026, is annexed herewith as

" Annexure - B" .

The Secretarial Auditor of the Company has given an unqualified report for the the following observation: It was reported that the intermittent vacancy, caused by withdrawal of its Nomination by the Life Insurance Corporation of India (LIC) on November 6, 2025 from the

Board of Directors of the Company, was filled on February 27, 2026 i.e., beyond a period of 3 months as specified in

Regulation 17(1E) read with Regulations 17(1)(c) and 3(2A) of the LODR Regulations.

Explanation/ comments by the Board on the Secretarial Auditors remark:

Subsequent upon withdrawal of nomination by LIC, the Company initiated the process of identifying and evaluating suitable candidate for appointment on the Board. After due consideration, shortlisted some candidates and ultimately selected Mr. Dhruv Ranjan. This entire process took some time. The Board, on recommendation of NRC, considered & approved his appointment as an Additional Director w.e.f. February 27, 2026. c. Cost Auditors:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014 the Company is not required to maintain the cost records.

FRAUD REPORTING

There was no fraud reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013, to the Audit Committee or the Board of Directors during the year under review.

Annual Return of the Company

In accordance with Section 134(3)(a) of the Companies Act, 2013 read with sub-section (3) of section 92 of the Act, the Annual Return as on March 31, 2026 will be made available on the website of the Company at the link : https://www.agventuresltd.com/investor-relation/annual-returns/.

CORPORATE GOVERNANCE

A detailed Report on Corporate Governance for the financial year 2025-26, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 along with an

Auditors' Certificate on

Corporate Governance is annexed to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the financial year 2025-26, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given as a separate statement in the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report is not applicable to the Company for FY 2025-26.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016, DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF FINANCIAL YEAR

There are no applications made or any proceeding pending during the year under review under the Insolvency and Bankruptcy Code, 2016.

CHIEF OPERATING OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

Pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO and

CFO certification as specified in Part B of Schedule II thereof is annexed to the Corporate Governance Report. The CEO and

CFO has also certified that the financial results do not contain any false or misleading statement or figures and do not omit any material fact which may make the statements or figures contained therein misleading in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

The Code of Conduct for Directors and Senior Management Personnel is uploaded on the Company's website and may be accessed at https://occl-web.s3.ap-south-1.amazonaws.com/wp-content/uploads/2025/08/AGV-Code-of-Conduct.pdf. The CEO of the Company has given a declaration that all Directors and Senior Management Personnel concerned have affirmed the compliance with the code of conduct of Board of Directors and Senior management for the financial year ended on March 31, 2026. The declaration is annexed to the Corporate Governance Report.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards 1 and Secretarial Standards 2 with respect to General and Board meetings respectively, issued by The Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

As with requiredthe conditions under Sectionof 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014, the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed to this Report as "Annexure - C" .

However, pursuant to the Scheme of Arrangement of Demerger, the Chemical Business of the Company were demerged and transferred to resulting Company OCCL Limited with effect from July 01, 2024. Therefore the Company is no longer engaged in any business of manufacturing and the Company is carrying only its trading and investment business.

PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is marked as 'Annexure - D' , which is annexed hereto and forms a part of the Boards' Report.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company sends reminder letters to all members whose dividends are unclaimed so as to ensure that they receive their

rightful dues. Your Company has also uploaded on its website, www.agventuresltd.com, information regarding unpaid/ unclaimed dividend amounts lying with your Company. During FY 2025-26, the unclaimed dividend amount for more than seven years of ` 14,03,990/-and ` 8,42,232/- towards the unpaid dividend for the financial year 2017-18 (Final Dividend) and 2018-19 (Interim Dividend) respectively were transferred to Investor Education and Protection Fund. Pursuant to Section 124(6) of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and its amendments, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the Company in the demat account of Investor Education and Protection Fund ("IEPF") Authority (the "Authority") as per the procedure mentioned in the said Rules. Accordingly, your Company transfers the required equity shares to the demat account of the Authority and in terms of the said Rules. Members may note that the unclaimed dividend and shares transferred to the demat account of the IEPF Authority can be claimed back by them by following the procedure mentioned in the said Rules.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 covering all employees of the Company. The Company has constituted the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). Following are the details of complaints, if any, received under POSH Act during the year under review:

STATEMENT WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961.

The Company is committed to providing a supportive and inclusive work environment for its employees and has complied with the provisions relating to maternity benefits in accordance with the provisions of the Maternity Benefit Act, 1961 and the rules made thereunder, as amended from time to time. The Company has in place appropriate policies and practices to ensure the welfare and well-being of women employees during maternity.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN FUTURE

There were no orders passed by the regulators or courts or tribunals impacting the going concern status and the Company ' s operations in future. There were no significant and material orders passed by any regulator / court / tribunal impacting the going concern status and the Company's operations in future.

GREEN INITIATIVES

' Green Initiative' undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report etc. to shareholders at their e-mail address previously registered with the DPs and RTAs.

To support the 'Green Initiative', Members who have not registered their email addresses are requested to register the same with the Company's Registrar and Share Transfer Agent/ Depositories for receiving all communications, including Annual Report, Notices, Circulars, etc., from the Company electronically.

Pursuant to the MCA and SEBI Circulars the Notice of the 46th

AGM and the Annual Report of the Company for the financial year ended March 31, 2026 including therein the Audited

Financial Statements for the financial year 2025-26, are being sent only by email to the Members.

ACKNOWLEDGMENTS

The Board places on record its appreciation of the support and assistance of various Banks, Government Agencies, Suppliers, valued Customers and the shareholders in particular and looks forward to their continued support. Relations between your Company and its employees remain cordial and the Directors wish to express their appreciation for the co-operation and dedication of all employees of the Company.