Pro CLB Global Ltd Directors Report

The Members

Pro CLB Global Limited

Your Directors have pleasure to present the 31^st (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, 2025.

1. Financial Results

The highlights of the standalone financial results for the financial year (“FY”) ended March 31, 2025 are given below:

(Amount in Lakhs)

Particulars	FY 202425	FY 202324
Summarized Profit and Loss
Income from Services		35.91
Other Income	60.54	65.00
Total Revenue	60.54	100.91
Purchase of StockinTrade	0.00	0 .00
Changes in Inventories of Finished Goods, WIP and Stockin	0 .14	1.31
Tmployee Benefits Expense	9.45	17.70
Finance Costs	0 .07	0 .76
Depreciation / Amortisation and Depletion Expense	5.06	12.18
Other Expenses	127.93	44.74
Total Expenses	142.64	76.69
Profit/ (Loss) Before Exceptional Items and Tax	82.10	24.22
Exceptional Items	9.11	0.00
Net Profit / (Loss) Before Tax	91.21	24.22
Tax Expenses
Current Tax	1.19	6.43
Deferred Tax Adjustment	5.63	0.47
Net Profit / (Loss) After Tax	98.03	18.25

2. Operational Highlights

During the financial year (“FY”) ended March 31, 2025, your Company recorded loss of ?98.03lacs (previous year profit of ?18.25lacs). 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, 2025, 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, 2025 stood at ?1.56lac. 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 ?(1.92) for the financial year ended March 31, 2025 as against ?0.36 in the previous financial year ended March 31, 2024.

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 31^st March, 2025 stands at ?6,25,00,000/ (divided into 6250000 equity shares of ?10/ each).

b) PaidUp Share Capital

The paidup share capital of the Company, as on 31^st March, 2025 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 Wholetime Director.

12. Directors/Key Managerial Personnel (KMP)

Name of the Director/KMP	DIN/PAN	Designation	Appt. Date	Cess. Date
Praveen Bhatia	00147498	Wholetime Director	26/08/1994	09/07/2025
Benu Sehgal	03556496	Director	30/09/2020	05/05/2025
Subhash Chander Kwatra	08635939	Director	30/09/2020	05/05/2025
Niraj Nirmalkumar Chamaria	02062351	Director	05/03/2025
Amrit Nirmal Chamaria	AGIPC2125J	CFO	05/03/2025	21/04/2025
Deepika Rajput	AMUPD4639	Company Secretary	07/05/2008	08/07/2025
Mr. Manish Agrawal	01962004	Director	21/04/2025
Ms. Yashvi Chaitanya Shah	08002543	Director	21/04/2025
Mr. Vinod Nagappa Mendon	BEUPM3862	CFO	21/04/2025
Mr. Amrit Nirmal Chamaria	02062349	Additional Director	11/07/2025
Ms. Nupur Soni	ALYPC2915	Company Secretary	11/07/2025

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 MBP1 as required under section 184 of the Companies Act, 2013.

Further the Company has obtained a Certificate from M/s Satish Sharma & Co., 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. Anil Lakhani (DIN: 00450542) has resigned from the post of NonExecutive Independent Director of the Company w.e.f. June 21, 2024.

b) Mr. Vinod Ralhan (DIN: 00146449) has resigned from the post of NonExecutive Director of the Company w.e.f. August 14, 2024.

c) Mr. Nand Kishore Verma (DIN: 03010153) was appointed as Additional NonExecutive Director of the Company w.e.f. August 14, 2024.

d) Ms. Jyoti Aneja (DIN: 02628815) has resigned from the office of NonExecutive Director of the Company w.e.f. September 16, 2024.

e) Mr. Nand Kishore Verma (DIN: 03010153) has been regularized w.e.f. September 16, 2024.

f) Mr. Nand Kishore Verma (DIN: 03010153) has resigned from the office of NonExecutive Director of the Company w.e.f. March 05, 2025.

g) Mr. Vijay Kumar (PAN: AKDPK4666K) has resigned from the office of Chief Financial officer of the Company w.e.f March 05, 2025.

h) Mr. Niraj Nirmal Kumar Chamaria (DIN: 02062351) appointed as an Additional NonExecutive Director of the Company w.e.f March 05, 2025.

i) Mr. Amrit Nirmal Chamaria (PAN: AGIPC2125J) appointed as Chief Financial Officer (CFO) of the Company w.e.f March 05, 2025.

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 IF".

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 interalia 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 of 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; 27/05/2024, 16/07/2024, 05/08/2024, 14/08/2024, 22/08/2024, 13/11/2024, 03/01/2025, 13/01/2025, 03/02/2025 and 05/03/2025.

b) General Meeting of Members

During the year under review, annual general meeting of the Company was held on 16/09/2024. No extraordinary general meeting was held during the reporting period. Details are given in Corporate Governance Report.

c) Audit Committee Meetings

During the year under review, 6 (Six) audit committee meetings were convened and held, the details of which are given in the Corporate Governance Report.

d) Nomination & Remuneration Committee Meetings

During the year under review, 2 (Two) Meetings of Nomination & Remuneration Committee were convened and held, the details of which are given in the Corporate Governance 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 Corporate Governance Report.

f) Independent Directors Meetings

During the year under review, 1 (One) Meeting of Independent Directors was convened and held, the details of which are given in the Corporate Governance Report.

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. 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 NonIndependent 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.

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. Subsidiaries, Joint Ventures and Associate Companies

The Company has no Subsidiary / Joint Ventures/ Associate Companies as on 31^st March, 2025. 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 31^st March, 2025. 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.

19. 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.

20. 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.

21. 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 MGT7 for the financial year ended 31 March 2025 is placed on the website of the Company and can be accessed at https://www.proclbglobal.com.

22. 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.

23. 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 Co mpanys 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 Company in its 30^th annual general meeting took approval of the members of the Company to enter into contract(s)/arrangement(s)/transaction(s) with a related party(s) within the meaning of Section 2(76) of the Companies Act, 2013 and Regulation 2(1)(zb) of the SEBI Listing Regulations, up to a maximum aggregate value of ?25/ crore (Rupees twentyfive core only) at arms length basis and in the ordinary course of business, for the Financial Year 202425.

The related party transactions are entered into based on considerations of various business exigencies, such as synergy in operations, sectoral specialization and your Companys longterm 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. The details of Related Party Transactions have been provided in Form AOC2 marked as “Annexure V".

24. 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 endeavour to create an environment that enables employees to work without any fear of prejudices, gender bias and harassment including sexual harassment. The Company has adopted a policy on prevention, prohibition and Redressal of 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.

25. 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 202425 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.

During the year, the Company entered into any material contract, arrangement or transaction with related parties, as defined under Regulation 23(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Related Party Transaction Policy of the Company which have been provided in form AOC2 marked as “Annexurev”.

> 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 SubSection (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 & Wholetime Director and/or Executive Director of the Company based on their qualification, experience & exposure. Removal of the Senior Executives will also be by Chairman & Wholetime 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.

26. 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 VI. 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 available for inspection at the Registered office of the Company during business hours.

27. Annual Listing Fee

The Company has paid the Annual Listing fee for the Financial Year 202425 to BSE Limited.

28. Committees of Company

> Audit Committee

The Audit Committee comprises of Ms. Benu Sehgal as the Chairman of the Committee, Mr. Subhash Chander Kwatra Mr. Niraj Nirmalkumar Chamaria as members. The details of term of reference of the audit committee member, dates of meeting held and attendance of the members are given separately in the Corporate Governance Report.

> Nomination & Remuneration Committee

This Committee comprises of Ms. Benu Sehgal as the Chairman of the Committee, Mr. Subhash Chander Kwatra Mr. Niraj Nirmalkumar Chamaria as members. The details of term of reference of the Committee member, dates of meeting held and attendance of the members are given separately in the Corporate Governance Report.

> Stakeholders Relationship Committee

This Committee comprises of Ms. Benu Sehgal as the Chairman of the Committee, Mr. Subhash Chander Kwatra Mr. Niraj Nirmalkumar Chamaria as members. The details of term of reference of the Committee member, dates of meeting held and attendance of the members are given separately in the Corporate Governance Report.

29. Corporate Governance

The Company is not required to mandatorily comply with the provision of Regulation 17 to Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing 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. Your Company believes in adopting best practices of corporate governance. Therefore, Corporate Governance principles are enshrined in the spirit of Company, which forms the core values of the Company. These guiding principles are also articulated through the Companys code of business conduct, corporate governance guidelines, charter of various sub committees and disclosure policy “Annexure VII”.

Pursuant to Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a Corporate Governance Report is made a part of this Report. As per the applicable provisions of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance practices followed by your Company on compliance with Corporate Governance norms under the Listing Regulations.

A certificate from the auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached with this Report. The Company is complying with Regulations of SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015 with regard to Corporate Governance and reports to that effect are being regularly filed with the Stock Exchanges. The Company has obtained declaration from the Directors and Senior Management members of the Company for compliance of Code of Conduct and the Certificate from Executive Director (Wholetime Director) was placed before the Board of Directors and adopted.

A separate report on Corporate Governance together with a certificate from the Secretarial Auditors of the Company regarding compliance of conditions of Corporate Governance in compliance of Regulation 34 of the Listing Regulations forms part of this Annual Report.

30. Auditors & Their Reports

Auditors:

(A) Statutory Auditors

The Members of the Company pursuant to the recommendation of Audit Committee and the Board of Directors; had at 29^th annual general meeting held on 26^th September, 2023 appointed M/s Ahuja Arun & Co., Chartered Accountants (Firm Registration No.012985N) as the Statutory Auditor of the Company for a term of 5 (Five) years till the conclusion of the 34^thannual general meeting of the Company.

However, M/s Ahuja Arun & Co., Chartered Accountants, Mumbai (Firm Registration No. 0129859) vide their letter dated June 11, 2025 resigned from the office of statutory auditors of the Company which has been accepted and taken on record by the Board with effect from June 11, 2025 and M/s Bharat J Rughani & Co., Chartered Accountants, Mumbai (Firm Registration No. 101220W with the Institute of Chartered Accountants of India (ICAI), be and is hereby appointed as Statutory Auditors of the Company to fill casual vacancy caused by the resignation of M/s Ahuja Arun & Co., Chartered Accountants, Mumbai (Firm Registration No. 0129859 with the Institute of Chartered Accountants of India (ICAI) with effect from the closing of business hours of June 12, 2025 to hold office as the Statutory Auditors of the Company till the conclusion of the 31^st (thirty first) annual general meeting of the Company to be held for financial year 20242025, on such remuneration as may be recommended by the Audit Committee and decided by the Board of Directors in consultation with the Statutory Auditors of the Company

(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 31^st March, 2025. The Notes on financial statements are selfexplanatory, 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 selfexplanatory.

The Notes on Accounts and the observations of the Auditors in their Report on the Accounts of the Company are selfexplanatory 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 202425 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 Satish Sharma & Co., Company Secretaries as secretarial auditor to carry out secretarial audit of the records maintained by the Company for the Financial Year 202425.

M7s Satish Sharma & Co., 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: MR3 is annexed to this report as “AnnexureVIII”. The observations of the Secretarial Auditors in their report are selfexplanatory and have not shown any adverse remark.

Secretarial Compliance Report

The Report given by them for the said financial year is annexed to this report as “Annexure IX”. The observations of the Secretarial Auditors in their report are selfexplanatory and have not shown any adverse remark.

The Secretarial Audit Report and Secretarial Compliance Report for the financial year 202425, does not contain any qualification, reservation, or adverse remark. During the year under review, the Secretarial Auditors have not reported any instances of fraud under Section 143(12) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.

(E) Cost Audit

The Cost Audit is not applicable on your Company.

31. Explanation or Comments on Qualifications, Reservations or Adverse Remarks or Disclaimers made by the Auditors and the Practicing Company Secretary in their Reports

The notes on accounts referred to in Auditors Report are selfexplanatory and, therefore does not call for any further comments under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

32. 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.

33. Compliance of Secretarial Standards:

During the financial year under review, the Company has complied with the applicable SS1 (Secretarial Standard on Meetings of the Board of Directors) and SS2 (Secretarial Standard on General Meetings) issued by the Institute of Company Secretaries of India pursuant to Section 118 of the Companies Act, 2013.

34. 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 5/34, Third Floor, Pusa Road, Karol Bagh, Central Delhi, New Delhi, Delhi 110005.

35. Issue of Equity Shares with Differential Rights:

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

36. 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 (Wholetime 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 “AnnexureX”.

37. Compliance Certificate by the Secretarial Auditors

M/s. Satish Sharma & Co, Company Secretaries have certified that the Company has complied with the conditions of Corporate Governance as stipulated in Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same forms a part of the Annual Report as “AnnexureXI”.

38. 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

39. Deposits

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

40. 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 onetime settlement with any bank or financial institution.

41. Listing

The Company has obtained InPrincipal 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 19^th September, 2017 from BSE and same was effective from 21^st September, 2017 to deal on the Exchange.

42. 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.

43. 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.

44. 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 202425.

45. 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 Depositaries Ltd (NSDL) and/or Central Depositories Services Ltd (CDSL) within 15 days.

46. 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 XIT" and is attached to this report.

47. 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 thereat.

48. 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 31^st March, 2025.

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.

49. 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.

50. 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 202425.

51. The details of Difference between Amount of the Valuation done at the time of One Time Settlement and the Valuation done while taking Loan from the Banks or Financial Institutions along with the reasons thereof during the financial year:

Not applicable during the financial year.

52. Industrial Relations

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

53. Acknowledgment

Your directors thank various Central and State Government Departments, Organizations and Agencies for the continued help and cooperation 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/ Sd/

Nupoor Soni Amrit Nirmal Chamaria

(Company Secretary) (Additional Director)

Membership No. A45714 DIN: 02062349

(Authorized by the Board in its meeting held dated September 05, 2025)

September 05, 2025 New Delhi 110005