Pro CLB Global Ltd Directors Report

The Members

Pro CLB Global Limited

Your Directors have pleasure to present the 31st (thirty first) annual report of Pro CLB Global Limited (the "Company") along with the audited financial statements for the financial year ("FY") ended March 31, 2026.

1. Financial Results

The highlights of the standalone financial results for the financial year ("FY") ended March 31, 2026 are given below:

Particulars	FY 2025-26	FY 2024-25
Summarized Profit and Loss
Income from Services	83.00	-
Other Income	0.00	60.54
Total Revenue	83.00	60.54
Purchase of Stock-in-Trade	0.00	0.00
Changes in Inventories of Finished Goods, WIP and Stock-in-Trade	0.00	0.14
Employee Benefits Expense	2.50	9.45
Finance Costs	0.00	0.07
Depreciation / Amortisation and Depletion Expense	0.00	5.06
Other Expenses	8.08	127.93
Total Expenses	10.58	142.64
Profit/ (Loss) Before Exceptional Items and Tax	72.42	- 82.10
Exceptional Items	0.00	- 9.11
Net Profit / (Loss) Before Tax	72.42	- 91.21
Tax Expenses
Current Tax	0.00	1.19
Deferred Tax Adjustment	0.00	5.63
Net Profit / (Loss) After Tax	72.42	- 98.03

(Amount in Lakhs)

2. Operational Highlights

During the financial year ("FY") ended March 31, 2026, your Company recorded profit of ?72.42 lacs (previous year loss of ?98.03 lacs). For further details, please refer to the standalone financial statements forming part of this Annual Report.

For detailed analysis of operational performance, please refer to management discussion and analysis report forming part of this annual report.

3. Dividend

The Board of Directors has not recommended any dividend for financial year ("FY") ended March 31, 2026, as Company is recorded loss for the year.

4. Reserves

During the financial year, there was no amount proposed to be transferred to the Reserves.

5. Finance

Cash and cash equivalents as at March 31, 2026 stood at ?1.91lac. The Company continues to focus on the judicious management of its working capital.

6. Earnings per Share (EPS):

The earning per share of the Company was ?1.42 for the financial year ended March 31, 2026 as against ?(1.92) in the previous financial year ended March 31, 2025.

Basic earnings per share is computed by dividing the net profit attributable of the equity shareholders for the year by weighted average number of shares outstanding during the year.

7. Website:

The Companys website https://www.proclbglobal.com/ provides information about the Company. It is the primary source of information to all the stakeholders of the Company and the general public at large.

8. Review of Business Operations and Future Prospects

The Company has already diversified its business. The management endeavors to kick start the new activities and is planning for the future growth prospects and operation of the Company optimistically.

9. Material Changes and Commitment if any affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate and the date of this report

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

10. Share Capital

a) Authorised Share Capital

The authorised share capital of the Company, as on 31st March, 2026 stands at ?6,25,00,000/- (divided into 6250000 equity shares of ?10/- each).

b) Paid-Up Share Capital

The paid-up share capital of the Company, as on 31st March, 2026 stands at ?5,10,30,000/- (divided into 5103000 equity shares of ?10/- each).

c) Changes in Share Capital, if any:

During the year under review, no change in shares capital took place.

11. Code Of Conduct

Directors, Key Managerial Personnel and Senior Management of the Company have confirmed Compliance with the Code of Conduct applicable to the Directors and Employees of the Company and the declaration in this regard made by the Whole-time Director.

12. Directors/Key Managerial Personnel (KMP)

Name of the Director/KMP	DIN/PAN	Designation	Appt. Date	Cess. Date
Mr.Praveen Bhatia	00147498	Whole-time Director	26/08/1994	09/07/2025
Ms.Benu Sehgal	03556496	Director	30/09/2020	05/05/2025
Mr. Subhash Chander Kwatra	08635939	Director	30/09/2020	05/05/2025
Mr. Niraj Nirmalkumar Chamaria	02062351	Director	05/03/2025	16/01/2026
Mr. Amrit Nirmal Chamaria	AGIPC2125J	CFO	05/03/2025	21/04/2025
Ms Deepika Rajput	AMUPD4639	Company Secretary	07/05/2008	08/07/2025
Mr. Manish Agrawal	01962004	Director	21/04/2025	16/01/2026
Ms. Yashvi Chaitanya Shah	08002543	Director	21/04/2025	16/01/2026
Mr. Vinod Nagappa Mendon	BEUPM3862	CFO	21/04/2025	12/01/2026
Mr. Amrit Nirmal Chamaria	02062349	Managing Director	11/07/2025	16/01/2026
Ms. Nupur Soni	ALYPC2915	Company Secretary	11/07/2025	01/01/2026
Mr. Monil Navinchandra Vora	AJPPV4024R	CEO	15/01/2026
Mr. Het Kalpeshkumar Shah	11460553	Director	15/01/2026
Ms. Khushi Rajendra Bhatt	06942484	Director	15/01/2026
Mr. Hemant Shantilal Mehta	05303980	Director	15/01/2026
Mrs. Bhavyata Dharmik Nagariya	ATOPN0387J	CFO	15/01/2026
Mr. Kalpesh Hasmukhbhai Vadodariya	11526443	Director	18/02/2026
Ms. Pooja Upadhyay	AFZPU8612A	Company Secretary	18/02/2026
Mr. Satish Papnai	11854938	Director	31/07/2026

The composition of the Board of Directors of the Company is in accordance with the Companies Act, 2013 (hereinafter referred to as "the Act") and the SEBI Regulations:

All the directors declared that none of them is disqualified from being appointed as director of the company under Section 164 of the Companies Act, 2013. All the directors have disclosed their interest in the prescribed form MBP-1 as required under section 184 of the Companies Act, 2013.

Further the Company has obtained a Certificate from M/s Rohit Bhatia & Associates, Company Secretaries, certifying that none of the directors of the Company have been debarred or disqualified from being appointed or continuing as directors of Companies by the Ministry of Corporate Affairs or any such other Statutory Authority. DIN Status of all the directors comprising the Board is showing approved.

Further, during the year under review:

a) Mr. Amrit Nirmal Chamaria (PAN: AGIPC2125J) has resigned from the post of Chief Financial Officer (CFO) of the Company w.e.f April 21, 2025;

b) Mr. Manish Agrawal (DIN: 01962004) and Ms. Yashvi Chaitanya Shah (DIN: 08002543) appointed as Independent Directors of the Company w.e.f. April 21, 2025;

c) Mr. Vinod Nagappa Mendon (PAN: BEUPM3862) appointed as Chief Financial Officer (CFO) of the Company w.e.f April 21, 2025;

d) Ms. Benu Sehgal (DIN: 03556496) and Mr. Subhash Chander Kwatra (DIN: 08635939) has resigned from the post of Non-Executive Independent Director of the Company w.e.f. May 05, 2025;

e) Ms Deepika Rajput (PAN: AMUPD4639) has resigned from the post of Company secretary w.e.f. July 08, 2025;

f) Mr. Praveen Bhatia (DIN: 00147498) has resigned from the post of Whole Time Director Director of the Company w.e.f. July 09, 2025;

g) Ms. Nupur Soni (PAN: ALYPC2915) appointed as Company Secretary w.e.f. July 11, 2025;

h) Mr. Amrit Nirmal Chamaria (DIN: 02062349) appointed as Managing Director of the Company w.e.f July 11, 2025;

i) Ms. Nupur Soni (PAN: ALYPC2915) has resigned from the post of Company Secretary w.e.f. January 01, 2026;

j) Mr. Vinod Nagappa Mendon (PAN: BEUPM3862) has resigned from the post of Chief Financial Officer (CFO) of the Company w.e.f. January 12, 2026;

k) Mr. Monil Navinchandra Vora (PAN: AJPPV4024R) appointed as Chief Executive Officer of the Company w.e.f. January 15, 2026;

l) Mr. Het Kalpeshkumar Shah (DIN: 11460553) appointed as Non-Executive Director of the Company w.e.f. January 15, 2026;

m) Ms. Khushi Rajendra Bhatt (DIN: 06942484) and Mr. Hemant Shantilal Mehta (DIN: 05303980) appointed as Independent Director of the Company w.e.f January 15, 2026;

n) Mrs. Bhavyata Dharmik Nagariya (PAN: ATOPN0387J) appointed as Chief Financial Officer of the Company w.e.f. January 15, 2026;

o) Mr. Manish Agrawal (DIN: 01962004) and Ms. Yashvi Chaitanya Shah (DIN: 08002543) has resigned from the post of Independent Directors of the Company w.e.f. January 16, 2026;

p) Mr. Niraj Nirmal Kumar Chamaria (DIN: 02062351) has resigned from the post of Non-Executive Director of the Company w.e.f January 16, 2026;

q) Mr. Amrit Nirmal Chamaria (DIN: 02062349) has resigned from the post of Managing Director of the Company w.e.f January 16, 2026;

r) Mr. Kalpesh Hasmukhbhai Vadodariya (DIN: 11526443) appointed as Independent Director of the Company w.e.f. February 18, 2026;

s) Ms. Pooja Upadhyay (PAN: AFZPU8612A) appointed as Company Secretary of the Company w.e.f. February 18, 2026;

t) Mr. Satish Papnai (DIN: 11854938) appointed as Independent Director of the Company w.e.f. July 31, 2026, after the closure of the Financial Year)

As per Para Clause (10)(i) of Schedule V of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 read with regulation 34(3) of the said Listing Regulations is attached and forms a part of this Report as "Annexure -II".

13. Managements Discussion and Analysis Report

A comprehensive Managements Discussion and Analysis Report, as required under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached and forms a part of this Report as ‘Annexure III.

14. Meetings

a) Board Meetings

The Board meets at regular intervals to inter-alia discuss about the Companys policies and strategy apart from other Board matters. The Board is responsible to exercise their business judgment to act in what they reasonably believe to be in the best interests of the Company and its shareholders. The Board of Directors provide direction and guidance to the Companys Leadership Team and further direct, supervise as well as review the performance of the Company. The Company adheres to the applicable provisions of the Act and the Secretarial Standards on the Board Meetings as prescribed by the Institute of Company Secretaries of India.

The notice of board meeting is given well in advance to all the Directors. However, in case of special and urgent business needs, approval is taken either by convening Meetings at a shorter notice with consent of all the Directors or by passing a Resolution through Circulation. The agenda for the board meetings is circulated at least a week prior to the date of the meeting. The agenda for the Board meetings includes detailed notes on the items to be discussed at the meeting. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Following 10 (Ten) meetings of the Board of the Company were held during the year and details thereof are mentioned in the Report on Corporate Governance forming part of this annual report. The intervening gap between the Meetings was within the period as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

However, dates of the meetings held during the year are; 21/04/2025, 30/05/2025, 11/07/2025, 14/08/2025, 05/09/2025, 14/11/2025, 15/01/2026, 19/01/2026, 31/01/2026 and 18/02/2026.

Name and DIN of the Directors	Designation	No. of Board Meetings during the year 2025-26	Held	Attended / Eligible for Attended
Mr. Praveen Bhatia (DIN: 00147498) (up to 09/07/2025)	Whole Time Director	10	2	2
Ms. Benu Sehgal (DIN: 03556496) (up to 05/05/2025)	Independent Director	10	1	1
Mr. Subhash Chander Kwatra (DIN: 08635939) (up to 05/05/2025)	Independent Director	10	1	1
Mr. Niraj Nirmalkumar Chamaria (DIN: 02062351) (up to 16/01/2026)	Non-Executive Director	10	7	7
Mr. Manish Agrawal (DIN: 01962004) (up to 16/01/2026)	Independent Director	10	7	7
Ms. Yashvi Chaitanya Shah (DIN: 08002543) (up to 16/01/2026)	Independent Director	10	7	7
Mr. Amrit Nirmal Chamaria (DIN: 02062349) (up to 16/01/2026)	Managing Director	10	4	4
Mr. Het Kalpeshkumar Shah (DIN: 11460553) (w.e.f 15/01/2026)	Non-Executive Director	10	3	3
Ms. Khushi Rajendra Bhatt (DIN: 06942484) (w.e.f 15/01/2026)	Independent Director	10	3	3
Mr. Hemant Shantilal Mehta (DIN: 05303980) (w.e.f 15/01/2026)	Independent Director	10	3	3
Mr. Kalpesh Hasmukhbhai Vadodariya (DIN: 11526443) (w.e.f 18/02/2026)	Independent Director	10	0	0

b) General Meeting of Members

During the year under review, annual general meeting of the Company was held on 30/09/2025. No extra-ordinary general meeting was held during the reporting period. Details are given in Corporate Governance Report.

c) Audit Committee Meetings

During the year under review, 5 (Five) audit committee meetings were convened and held, the details of which are given in the Director Report.

d) Nomination & Remuneration Committee Meetings

During the year under review, 6 (Six) Meetings of Nomination & Remuneration Committee were convened and held, the details of which are given in Director Report.

e) Stakeholders Relationship Committee Meeting

During the year under review, 1 (One) Meeting of Stakeholders Relationship Committee was convened and held, the details of which are given in the Director Report.

f) Risk Management Committee

The provisions of this regulation shall be applicable to top 100 listed entities, determined on the basis of market capitalisation, as at the end of the immediate previous financial year.

Your Company is not required to mandatorily from Risk Management Committee as the provision is applicable to top 100 listed entities.

Furthermore, the Company has not constituted its Risk Management Committee formed by the Company under (Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

g) Independent Directors Meetings

As required under Clause VII of Schedule IV of Companies Act, 2013 read with Regulation 25(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Independent Directors meet at least once in a year without the presence of Executive Director or CMD or non-independent directors or members of Management and inter-alia discussed:

a) The performance of non-independent directors and the Board as a whole.

b) The performance of Chairman of the Company.

c) Assessment of the quality, quantity and timeliness of flow of information between Management and the Board.

In addition to this meeting, interactions outside the Board Meeting also take place between the Chairman and the Independent Directors.

Accordingly, a separate meeting of Independent directors was held on 18th February, 2026 inter alia to discuss and review the performance of non-independent directors and the board as a whole; review the performance and to assess the quality, quantity and timeliness of flow of information.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as constitution and composition of Committees, effectiveness of performance of the committees as outlined in their terms of reference.

In a separate meeting of Independent Directors, the performance of Non-Independent Directors, the Chairman of the Board and the Board as a Whole was also evaluated by the Independent Directors and the recommendation of the Independent Directors, were presented to the Board.

15. Evaluation of the Boards Performance

In compliance with the provisions of Section 134 and 178 of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Board has carried out an Annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Board Committee.

The Board had carried out an annual performance evaluation of its own performance, its committees and all the Directors, pursuant to the requirements of the Act and the Listing Regulations. The process of evaluation was undertaken through discussions amongst the Directors on the basis of criteria formulated by the Nomination and Remuneration Committee such as the composition of Committees, understanding of Companys principles and values, Board effectiveness in providing guidance to the management and processes followed at the meetings etc.

16. Independent Directors Declaration

The Company has received declaration from all the Independent Directors under Section 149(7) of the Companies Act, 2013 in respect of meeting the criteria of independence provided under Section 149(6) of the said Act. The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013 and the Board is also of the opinion that the Independent Directors fulfil all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors.

17. Performance Evaluation of Independent Directors

Criteria for performance evaluation of Independent Directors as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, also form part of this Report as "Annexure IV".

18. Familiarization of Independent Directors

Pursuant to Regulation 25(7) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the listed entity shall conduct Familiarization Programme for Independent Director aims to familiarize them with the Company, their roles, rights, responsibilities in the Company that would facilitate their active participation in managing the Company. The familiarization programme also extends to other Non-Executive Directors of the Company. The details are available on Companys website i.e. www.proclbglobal.com

19. Subsidiaries, Joint Ventures and Associate Companies

The Company has no Subsidiary / Joint Ventures/ Associate Companies as on 31st March, 2026. As such the Company is not required to consolidate its account with any other Company.

As per the Companies (Accounts) Rules, 2014, the Company is not required to consolidate its Financial Results with the Associate Companies for the Financial Year ended 31st March, 2026. Therefore, no need to comply with the Section 129(3) of the Companies Act, 2013 and the Company has prepared its standalone financial statements which forms part of this annual report.

Pursuant to the provisions of Section 136 of the Act, the standalone financial statements of the Company along with relevant documents are available at Investor Relations section of the website of the Company at www.proclbglobal.com.

20. Internal Control System & its Adequacy

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and Reporting Financial Statements.

21. Details of Policies developed and implemented by the Company on its Corporate Social Responsibility Initiatives

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

22. Extract of Annual Return

In terms of provisions of Section 92(3), 134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 for the financial year ended 31 March 2026 is placed on the website of the Company and can be accessed at https://www.proclbglobal.com.

23. Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to financial statements forming part of the Annual Report.

24. Particulars of Related Party Transaction

The Company has a robust process for approval of Related Party Transactions (RPT) and dealing with the Related Parties. In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Materiality of Related Party Transaction & Dealing with Related Party Transactions (RPT Policy) which is also available on the Companys website. The RPT Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its related parties.

The related party transactions are entered into based on considerations of various business exigencies, such as synergy in operations, sectoral specialization and your Companys long-term strategy for sectoral investments, optimization of market share, profitability, legal requirements, liquidity and capital resources.

All Related Party Transactions that were entered into by the Company during the financial year were on an arms length basis and were in the ordinary course of business. There are no material significant related party transactions made by the Company with promoters, directors and key managerial personnel which may have a potential conflict with the interest of the Company at large. Your Directors draw your attention to notes to the financial statements for detailed related party transactions entered during the year.

25. Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company strongly believes in providing a healthy work environment that is free of any discrimination and harassment for each and every individual working for the Company through various interventions and practices. It is our continued endeavor to create an environment that enables employees to work without any fear of prejudices, gender bias and harassment including sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. During the year under review, the Company had conducted various workshops and interactive awareness programs for sensitizing the employees with the provisions of the aforesaid Act.

Pursuant to requirements of the aforesaid Act read with rules made thereunder, the Company has constituted an internal complaints committee to deal with the complaints received by the Company.

During the year under review, no complaints were received by the Company. The Company is an equal opportunity employer and consciously strives to build a work culture that promoters dignity of all employees. As required under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder;

a) The Company has in place a policy on prevention, prohibition and redressal of sexual harassment at work place which has been made part to the Code of Business Conduct and Ethics applicable to all the employees of the Company.

b) All women, permanent, temporary or contractual including those of service providers are covered under the policy.

26. Policies of Company

- Related Party Transaction Policy (Regulation 23(1) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015

Related Party Transaction Policy, as formulated by the Company, defines the materiality of related party transactions and lays down the procedures of dealing with Related Party Transactions. There were no materially significant related party transactions i.e. transactions of material nature, with its promoters, directors or senior management or their relatives etc. that may have potential conflict with the interest of company at large. Transactions entered with related parties as defined under the Companies Act, 2013 and Regulation 23(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the financial year 2025-26 were mainly in the ordinary course of business and on an arms length basis.

Prior approval of the Audit Committee is obtained by the Company before entering into any related party transaction as per the applicable provisions of Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As per the provisions of Section 188 of the Companies Act 2013, approval of the Board of Directors is also obtained for entering into Related Party Transactions by the Company. A quarterly update is also given to the Audit Committee and the Board of Directors on the related party transactions undertaken by the Company for their review and consideration.

- Document Retention and Archival Policy (DRAP) (Regulation 9 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015

Pursuant to the Regulation 9 of SEBI (LODR) Regulations 2015 mandates that every listed entity shall formulate a policy for preservation of documents and Regulation 30(8) of the Regulations is also required to have an archival policy on archiving all information disclosed to stock exchange(s). The same has been adopted by the Company.

- Materiality Disclosure Policy (MDP) (Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015

Pursuant to the Regulation 30 of SEBI (LODR) Regulations 2015 mandates that every listed entity shall make disclosures of any events or information which, in the opinion of the Board of Directors of the Listed Company, is material and the same being adopted by the Company.

- Vigil Mechanism / Whistle Blower Policy (Regulation 22 SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015)

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Company has formulated Whistle Blower Policy to deal with instance of unethical behavior, actual or suspected fraud or violation of the Companys code of conduct, if any. The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Companys policies. The Audit Committee, on a quarterly basis, reviews the status of complaints, summary of findings and action taken in accordance with the policy.

- Risk Management Policy (Regulation 17(9) (A) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015)

Pursuant to provisions of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, your Company has formulated and adopted a Risk Management Policy which covers a formalised Risk Management Structure, along with other aspects of Risk Management i.e. Credit Risk Management, Operational Risk Management, Market Risk Management and Enterprise Risk Management. The Risk Management Policy approved by the Board acts as an overarching statement of intent and establishes the guiding principles by which key risks are managed across the organisation. Directors are overall responsible for identifying, evaluating and managing all significant risks faced by the Company.

The Company has also in place a risk management policy to address risks such as foreign exchange risk, and interest rate risk, which was reviewed and approved by the Board.

- Nomination and Remuneration Policy

The Board on the recommendation of Nomination and Remuneration Committee has framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

The Companys Policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other manners provided under Sub-Section (3) of Section 178 the Companies Act, 2013 is as below:

The appointment policy for Independent Directors, Key Managerial Personnel & Senior Executives is as under-

a) Independent Directors:

Independent Directors will be appointed based on the criteria mentioned under section 149(6) of the Companies Act, 2013 and in accordance with other applicable provisions of the Companies Act, 2013, rules made there under & Listing Agreements entered with Stock Exchanges.

b) Key Managerial Personnel (KMP):

KMP will be appointed by the resolution of the board of directors of the Company, based on the qualification, experience and exposure in the prescribed fields. Removal of the KMP will also be done by the Resolution of the Board of Directors of the Company. Appointment/Removal will be in accordance with provisions of the Companies Act, 2013, rules made there under & Listing Agreements entered with Stock Exchanges.

c) Senior Executives:

Senior Executives will be appointed by the Chairman & Whole-time Director and/or Executive Director of the Company based on their qualification, experience & exposure. Removal of the Senior Executives will also be by Chairman & Whole-time Director and/or Executive Director. Further, appointment & removal will be noted by the Board as required under Clause 8(3) of Companies (Meetings of Board and its Powers) Rules, 2014.

- Sexual Harassment Policy

The Company has in place a Policy on Prevention, Prohibition & Redressal of Sexual Harassment of Women at Work place and an Internal Complaints Committee (ICC) has been constituted thereunder.

The primary objective of the said Policy is to protect the women employees from sexual harassment at the place of work and also provides for punishment in case of false and malicious representations.

- Insider Trading Policy

The Policy provides the framework in dealing with securities of the Company.

27. Particulars of Employees & Remuneration

Information in accordance with the provisions of Section 134(3) (q) and Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, regarding employees and remuneration is given in "Annexure-V". In terms of Section 136 of the Act, the report and the accounts are being sent to the members excluding the said annexure and the same is available for inspection at the Registered office of the Company during business hours.

28. Annual Listing Fee

The Company has paid the Annual Listing fee for the Financial Year 2025-26 to BSE Limited.

29. Committees of Company

- Audit Committee

COMMITTEES OF THE BOARD

a) During the financial year 2025-26, 5(Five) Audit Committee Meetings were held.

1. 30/05/2025

2. 14/08/2025

3. 14/11/2025

4. 19/01/2026

5. 31/01/2026

Name of the Committee Members	Designation	Number of Audit Committee meetings during the year 2025-26	Held	Attended
Mr. Manish Agrawal (DIN: 01962004) (upto 15/01/2026)	Chairman	3	3
Mr. Niraj Nirmal Kumar Chamaria (DIN: 02062351) (upto 15/01/2026)	Member	3	3
Ms. Yashvi Shah (DIN: 08002543) (upto 15/01/2026)	Member	3	3
Mr. Hemant Shantilal Mehta (DIN: 05303980) (w.e.f 15/01/2026)	Chairman	2	2
Mr. Het Kalpeshkumar Shah (DIN: 11460553) (w.e.f 15/01/2026)	Member	2	2
Ms. Khushi Rajendra Bhatt (DIN: 06942484) (w.e.f. 15/01/2026)	Member	2	2

- Nomination & Remuneration Committee

a) During the financial year 2025-26, 6(Six) Nomination and Remuneration Committee Meetings were held.

1. 21/04/2025

2. 11/07/2025

3. 05/09/2025

4. 15/01/2026

5. 19/01/2026

6. 18/02/2026

Name of the Committee Members	Designation	Number of Nomination and Remuneration Committee meetings during the year 2025-26	Held	Attended
Mr. Manish Agrawal (DIN: 01962004) (upto 15/01/2026)	Chairman	3	3
Mr. Niraj Nirmal Kumar Chamaria (DIN: 02062351) (upto 15/01/2026)	Member	3	3
Ms. Yashvi Shah (DIN: 08002543) (upto 15/01/2026)	Member	3	3
Mr. Hemant Shantilal Mehta (DIN: 05303980) (w.e.f 15/01/2026)	Chairman	2	2
Mr. Het Kalpeshkumar Shah (DIN: 11460553) (w.e.f 15/01/2026)	Member	2	2
Ms. Khushi Rajendra Bhatt (DIN: 06942484) (w.e.f. 15/01/2026)	Member	2	2

- Stakeholders Relationship Committee

b) During the financial year 2025-26, 1(One) Stakeholder Relationship Committee Meetings were held.

1. 18/02/2026 Name of the Committee Members	Designation	Number of Audit Committee meetings during the year 2025-26	Held	Attended
Mr. Manish Agrawal (DIN: 01962004) (upto 15/01/2026)	Chairman	0	0
Mr. Niraj Nirmal Kumar Chamaria (DIN: 02062351) (upto 15/01/2026)	Member	0	0
Ms. Yashvi Shah (DIN: 08002543) (upto 15/01/2026)	Member	0	0
Mr. Hemant Shantilal Mehta (DIN: 05303980) (w.e.f 15/01/2026)	Chairman	1	1
Mr. Het Kalpeshkumar Shah (DIN: 11460553) (w.e.f 15/01/2026)	Member	1	1
Ms. Khushi Rajendra Bhatt (DIN: 06942484) (w.e.f. 15/01/2026)	Member	1	1

30. Corporate Governance

The Company is exempt under Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, read with Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 as its Equity Share Capital is less than Rs.10 Crore and Net Worth is not exceeding Rs.25 crores, as on the last day of the previous financial year. Hence, Annual Report 2025-26 does not contain the Corporate Governance Report. Further, as and when the company falls under the applicability to provide Corporate Governance Report, the company will comply with the same.

31. Auditors & Their Reports

Auditors:

(A) Statutory Auditors

The Company has proposed the appointment of M/s. Shweta Jain & Co. LLP (FRN: 27673W/W101149), Chartered Accountant, as Statutory Auditor of the Company to fill the Casual Vacancy caused by the Resignation of M/s Bharat J Rughani & Co., Chartered Accountants, Mumbai (Firm Registration No. 101220W). The Auditor if appointed shall hold office for the period of 5 years from the conclusion of this 32nd Annual General Meeting (AGM) of the Company held on 30th September, 2026 till the conclusion of 37th Annual General Meeting (AGM) of the Company to be held in the year 2031. The Company has received a letter from the M/s. Shweta Jain & Co. LLP, Chartered Accountants to the effect that the approval of their appointment, if made at the forthcoming Annual General Meeting, would be in accordance with the limits prescribed under 141(3)(g) of the Act.

(B) Statutory Auditors Report

There is no qualification, observation or adverse remarks or disclaimer made by the Auditors in their report on the financial statement of the Company for the financial year ended on 31st March, 2026. The Notes on financial statements are self-explanatory, and needs no further explanation.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditors Report are self-explanatory.

The Notes on Accounts and the observations of the Auditors in their Report on the Accounts of the Company are self-explanatory and in the opinion of the Directors, do not call for any clarifications.

(C) Internal Auditor

The internal auditor of the Company is Akhilesh Agrawal & Associates, Chartered Accountant (FRN: 040209N), has been appointed for the Financial Year 2025-26 in according to Section 138 of the Companies Act, read with Companies (Accounts) Rules, 2014 and carried out the roles and responsibilities which are as follows:

• Evaluated and provided reasonable assurance that risk management, control, and governance systems are functioning as intended and will enable the organizations objectives and goals to be met.

• Reported risk management issues and internal controls deficiencies identified directly to the audit committee and provided recommendations for improving the organizations operations, in terms of both efficient and effective performance.

• Evaluated information security and associated risk exposures.

• Evaluated regulatory compliance program with consultation from legal counsel.

(D) Secretarial Auditor, Secretarial Audit Report and Secretarial Compliance Report

Secretarial auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Board of Directors appointed M/s Rohit Bhatia & Associates., Company Secretaries as secretarial auditor to carry out secretarial audit of the records maintained by the Company for the Financial Year 2025-26.

M/s Rohit Bhatia & Associates., Company Secretaries have confirmed they are not disqualified from being appointed as the Secretarial Auditors of the Company and satisfy the prescribed eligibility criteria.

Secretarial Audit Report

The Report given by them for the said financial year in the prescribed Form No: MR-3 is annexed to this report as "Annexure-VII". The observations of the Secretarial Auditors in their report are self-explanatory and have not shown any adverse remark.

(E) Cost Audit

The Cost Audit is not applicable on your Company.

32. General Shareholder Information

1 32nd Annual General Meeting: Day, Date and Time Venue	Wednesday, September 30, 2026 at 04:00pm
2 Financial Year	1st April 2025 to 31st March 2026
3 Date of Book Closure	24/09/2026 to 30/09/2026 (both days inclusive)
4 Listing on Stock Exchanges	The Bombay Stock Exchange Limited Mumbai PJ Towers, Dalal Street, Mumbai- 400001
5 ISIN Number for Equity Shares in NSDL & CDSL	INE438C01010
6 Corporate Identification Number(CIN)	L74899DL1994PLC058964
7 Dividend Payment Date	NA
8 Registrar to an issue and share transfer agents	M/s Beetal Financial & Computer Services Private Limited Beetal House, 3rd Floor, 99 Madangir, Behind Local Shopping Centre, Near Dada Harsukhdas Mandir, New Delhi- 110 062 Tel: 91-11-2996 1281-83 Fax: 91-11-2996 1284 Email: beetal@beetalfinancial.com
9 Share Transfer System	After considering by the Stakeholders/Investors Grievance Committee, the Share transfer in Physical form are registered and returned within a period of 15 days from the date of receipt in case the documents are completed in all respects. The Shares of the Company in electronic form are tradable only through the Depository Systems. The Transfer of Shares in physical form is processed by Registrar and Share Transfer Agents of the Company and thereafter the same are approved by the Company Secretary/ Directors of the Company. The Company obtains from a Company Secretary in Practice half-yearly Certificate of Compliance with the share transfer formalities and files a copy of the said certificate with stock exchange.
10 Dematerialization of shares and liquidity	The Companys shares are in process for compulsory demat mode facilitated through NSDL and CDSL. Your Directors earnestly appeal to all of you to demat your shares of the company and derive the benefits of holding the shares in electronic form. The Equity Shares of your Company are available for trading in the depository systems of both the Depositories viz., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The ISIN Number allotted to the Company is INE438C01010.
11 Mandatory/Non-Mandatory Requirements	During the financial year 2025-26, the Company has duly complied with all mandatory requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.
12 Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion date and likely impact on equity	The Company has not issued any GDRs/ADRs/Warrants or any Convertible Instruments.

Stock Market Data: (in Rupees)

Year 2025-2026	Bombay Stock Exchange Months High Price	Months Low Price
April, 2025	37.33	26.71
May, 2025	29.48	21.41
June, 2025	32.13	21.80
July, 2025	47.83	32.77
August, 2025	48.79	37.40
September, 2025	44.62	34.76
October, 2025	48.90	34.00
November, 2025	48.60	34.30
December, 2025	37.53	23.23
January, 2026	46.40	26.35
February, 2026	47.15	34.61
March, 2026	42.00	30.16

Distribution of Shareholding (as on 31.03.2026): For the Year 2025 – 2026

	No. of Shareholders	% of Shareholders	No. of Shares held	% of Shareholding
Upto 5000	1206	68.757	150530	2.9498
5001- 10000	138	7.868	115686	2.2670
10001 - 20000	98	5.587	152472	2.9879
20001 - 30000	54	3.079	135961	2.6643
30001 - 40000	34	1.938	121771	2.3863
40001 - 50000	38	2.166	180918	3.5453
50001 - 100000	86	4.903	650177	12.7411
100001 and above	100	5.701	3595485	70.4583
TOTAL	1754	100.00	5103000	100.00

Categories of Shareholders (as on 31.03.2026) For the period 2025- 2026

Categories	No. of Shares held	% of Shareholders
A Promoters holding
a. Promoters
Indian Promoters
Foreign Promoters
b. Person acting in concert
Sub-total
B
1 Institutional Investors
a Mutual Funds and UTI
b Banking, financial institutions/ Insurance Cos.
c FIIs
d Others
2 Non- Institutions
a Directors & relatives (excl. independent directors)
a Bodies Corporate	1051094	20.60
b Indian Public	3611982	70.79
c NRI	219820	4.31
d Any other
HUF	220104	4.31
Sub-total	5103000	100.00

34. Code for Prohibition of Insider Trading Practices

Your Company has in place a Code for Prevention of Insider Trading Practices in accordance with the Model Code of Conduct, as prescribed under Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended and has duly complied with the provisions of the said code. The details of the same are provided in Corporate Governance Report forming part of this Annual Report.

35. Compliance of Secretarial Standards:

During the financial year under review, the Company has complied with the applicable Secretarial Standard-1 (Secretarial Standard on Meetings of the Board of Directors) and SS-2 (Secretarial Standard on General Meetings) issued by the Institute of Company Secretaries of India pursuant to Section 118 of the Companies Act, 2013.

36. Registered Office of the Company:

During the year under review, no changes took place with reference to the registered office address of the Company. The Company continues to hold its registered office at 325, IIIRD FLOOR, AGGARWAL PLAZA, SECTOR-14, ROHINI, DELHI-110085.

37. Issue of Equity Shares with Differential Rights:

Your Company has not issued any equity shares with differential rights during the year under review.

38. Executive Director/CFO Certification

As required by the Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Certificate from Executive Director (Whole-time Director)/CFO had been obtained in accordance with Part B of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which forms a part of this report as "Annexure-VIII".

39. Governance, Compliance and Business Integrity

Conducting our business with integrity and highest level of governance has been core to our corporate behaviour. Our Corporate Governance framework has evolved over the years underpinned by our core values of Integrity, Responsibility, Respect, and Pioneering.

The Company leverages a robust compliance management tool which is designed to streamline and manage compliance tracking and reporting across all functions. The tool has been systematically rolled out to record and track compliance across factories, depots, and offices of the Company. Customised compliance checklists are developed for each operating unit based on discussions with the respective teams, and a centralised compliance repository is available for user reference. Compliance based tasks are mapped to respective users, who in turn ensure to complete the same within stipulated timelines and update the necessary systems to facilitate monitoring. Any changes in the regulatory landscape are suitably built into the system from time to time. This has fostered a system driven, steady compliance culture in the Company.

40. Deposits

The Company has not accepted any public deposits during the financial year under report.

41. General Disclosure

During the year, there were no transactions requiring disclosure or reporting in respect of matters relating to:

a) issue of equity shares with differential rights as to dividend, voting or otherwise;

b) issue of shares (including sweat equity shares) to employees of the Company under any scheme;

c) raising of funds through preferential allotment or qualified institutions placement significant or material order passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future;

d) instance of one-time settlement with any bank or financial institution.

42. Listing

The Company has obtained In-Principal approval dated 17th August, 2017 for Direct Listing and permission on BSE main Board for its 51,03,000 Equity Shares of Rs. 10/ each for trading on the Bombay Stock Exchange (BSE) during the financial year. The Company received listing & trading approval on dated 19th September, 2017 from BSE and same was effective from 21st September, 2017 to deal on the Exchange.

43. Significant and Material Orders passed by the Regulators, Courts or Tribunals

There are no orders passed by the Courts/ Tribunals, which would impact the going concern status of the Company and its future operations.

44. Details of Fraud Reported by Auditor

No fraud has been noticed or reported by the Auditors including Secretarial Auditor of the Company as per Section 134 (3) (ca) of the Companies Act, 2013 read with Companies (Amendment) Act, 2015.

45. Dematerialization of Shares and Nomination Facility and Listing at Stock Exchanges

As per the Securities and Exchange Board of India (SEBI) directives, the transactions of the Companys shares must be compulsorily in dematerialized form. Your Company had entered into agreements with National Securities Depository Ltd. and Central Depository Services (India) Ltd. to facilitate holding and trading of shares in electronic form. Shareholders holding shares in physical form are requested to convert their holding into dematerialized form. Shareholders may utilize the nomination facility available by sending duly filled form prescribed to our Registrar and Share Transfer Agent, M/s. Beetal Financial & Computer Services (P) Ltd. Your Companys equity shares are listed with Bombay Stock Exchange Ltd. (BSE). The Company has paid the Annual Listing Fees to said Stock Exchanges for the Financial Year 2025-26.

46. Share Transfer System

The Stakeholders Relationship Committee has authorized the Company Secretary of the Company to approve the transfer of shares within a period of 15 days from the date of receipt in case the documents are completed in all respects. Shares under objection are returned within two weeks. All request for dematerialization of shares are processed, if found in order and confirmation is given to the respective depositories, that is National Securities Depositories Ltd (NSDL) and/or Central Depositories Services Ltd (CDSL) within 15 days.

47. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo

The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in "Annexure- IX" and is attached to this report.

48. Documents Placed on the Website

Pursuant to the provisions of the Companies Act, 2013, SEBI (LODR) Regulations, the Company is required to place various Policies/Documents/ Details on the website of the Company. The Company has a functional website and all the requisite information is being uploaded there at.

49. Directors Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your directors make the following statement in terms of Section 134 of the Companies Act, 2013;

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) 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 affairs of the Company as at 31st March, 2026.

c) 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.

d) The directors had prepared the annual accounts on a going concern basis.

e) The directors had laid down internal financial controls and that such internal financial controls are adequate and have been operating effectively.

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems have been found adequate and operating effectively.

g) Your Directors confirm compliance of the applicable Secretarial Standards issued by the Institute of Company Secretaries of India by the Company.

50. Cautionary Statement

Statements in the Boards Report and the Management Discussion and Analysis Report describing the Companys objectives, expectations or forecasts may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companys operations include the status of the promoters, change in government regulations, tax laws, economic developments within the country and other factors such as litigation, arrangement of funds.

51. The details of Application made or any Proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year:

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year 2025-26.

52. 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 there of during the financial year:

Not applicable during the financial year.

53. Industrial Relations

During the year under review, industrial relations remained harmonious at all our establishments and offices.

54. Acknowledgment

Your directors thank various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

By order of the Board For

Pro CLB Global Limited

Sd/-

Het Kalpeshkumar Shah

Director

DIN: 11460553

Date: 5th September, 2026

Place: Ahmedabad