Promact Plastis Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 42^nd ANNUAL REPORT together with the Audited Financial Statements for the Financial Year 2025-26 ended 31^st March, 2026.

1. FINANCIAL RESULTS:

(Rs. in Lakh)

Particulars	2025-26	2024-25
Operating Profit Before Interest & Depreciation	(21.90)	63.32
Less: Interest	43.99	42.20
Profit before Depreciation	(65.89)	21.12
Less: Depreciation	6.53	6.52
Profit Before Tax	(72.42)	14.6
Less: Provision for taxation	-	2.04
Profit for the year after Tax	(72.42)	12.56
(Debit) Balance brought forward from Previous year	(924.91)	(937.47)
(Debit) Balance carried to Balance Sheet	(997.33)	(924.91)

There are no material changes and commitment affecting the financial position of the Company which have occurred between 1^st April, 2026 and date of this report.

2. DIVIDEND & DIVIDEND DISTRIBUTION POLICY:

In view of the losses suffered during the year and accumulated losses, your Directors have not recommended any dividend for the year under review.

Pursuant to Regulation 43A of LODR Regulation 2015, the regulations related to Dividend Distribution Policy are not applicable to the Company.

3. SALES & WORKING RESULTS:

The Company has generated revenue from operations of 17.48 lakh during the year under review as compared to 91.63 lakh during 2024-25. The Company has earned other income of 1.34 lakh during the year under review as compared to 0.20 lakh during 2024-25. The Profit before Interest and Depreciation during the year 2025-26 was (122.94) lakh as compared to Profit before Interest and Depreciation of 63.32 lakh during the year 2024-25. After providing for interest expenses, depreciation and tax provision, Net Profit for the year under review stood at (72.42) lakh as against net profit of 12.56 lakh for 2024-25.

4. FINANCE

4.1 The Company has not availed any Working Capital Facilities.

4.2 The Income tax and Sales tax Assessment of the Company have been completed up to Assessment Year 2015-16 and the Financial Year 2016-17 respectively.

5. LISTING:

The Equity Shares of the Company are listed on BSE Limited. The Company is regular in payment of Annual Listing Fees. The Company has paid Listing fees up to the year 2026-27.

6. CHANGE OF NAME OF THE COMPANY

The name of the Company has been changed from PROMACT IMPEX LIMITED to PROMACT PLASTICS LIMITED w.e.f. 13^th October, 2025 after complying with necessary requirements of the Companies Act, 2013 and Rules made thereunder after obtaining approval from the Shareholders through Postal Ballot.

7. SHARE CAPITAL:

There are no changes in the capital structure of the Company during the period under review.

The issued, subscribed and paid-up Share Capital of the Company as on 31^st March, 2026 was 6,51,18,000 divided into 65,11,800 equity shares of 10/- each. As on 31^st March, 2026, the Company has not issued shares with differential voting rights nor granted stock options nor do sweat equity and none of the Directors of the Company

hold any convertible instruments.

8. RESERVES:

Your Company does not propose to transfer any amount to general reserve.

9. DIRECTORS:

9.1 One of your Directors viz Mr. Ankit J. Patel (DIN: 02351167), retires by rotation in terms of the Articles of Association of the Company. However, being eligible offers himself for re-appointment.

9.2 M r. Ankit J. Patel (DIN:02351167) was reappointed by the Board as Managing Director of the Company for a fu rther period of 3 years i.e. from 17^th July, 2026 to 16^th July, 2029 subject to the approval of members at the ensuing Annual General Meeting.

9.3 Mr. Jayantilal S. Patel was appointed as Chief Executive Officer of the Company w.e.f. 12^th November, 2025.

9.4 The Board of Directors in their meeting held on 29^th July, 2026 have appointed Mr. Prakashchandra D. Patel (DIN: 11845046) as an Additional Director (Non-executive Independent Director) w.e.f. 29^th July, 2026. Furthermore, the appointment of Mr. Prakashchandra D. Patel (DIN: 11845046) as a Non-executive Independent Director for a period of 5 years is being proposed at the ensuing 42^nd Annual General Meeting.

9.5 The Board of Directors in their meeting held on 29^th July, 2026 have appointed Mr. Babubhai H. Patel (DIN: 11850954) as an Additional Director (Non-executive Independent Director) w.e.f. 29^th July, 2026. Furthermore, the appointment of Mr. Babubhai H. Patel (DIN: 11850954) as a Non-executive Independent Director for a period of 5 years is being proposed at the ensuing 42^nd Annual General Meeting.

The above re-appointment(s) forms part of the Notice of the forthcoming 42^nd AGM and the resolutions are recommended for your approval.

9.6 Brief profile of the Director who are being appointed or re-appointed as required under Regulations 36(3) of Listing Regulations, 2015 and Secretarial Standard on General Meetings is provided in the notice for the forthcoming AGM of the Company.

9.7 Mr. Akash D. Patel Independent Director (DIN: 07941021) has resigned from the office of Independent Director w.e.f. 29^th July, 2026.

9.8 Mr. Krunalkumar P. Patel Independent Director (DIN: 10653840) has resigned from the office of Independent Director w.e.f. 29^th July, 2026.

9.9 The Board of Directors duly met 5 times during the financial year under review. The details of Board Meeting convened and held, are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and circulars and regulations issued under SEBI (LODR) Regulations, 2015 as amended from time to time.

9.10 The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 (the Act) that they meet with the criteria of their independence laid down in Section 149(6) of the Act. The Independent Director shall enrol his / her name in the Databank, being maintained by Indian Institute of Corporate Affairs to qualify as an Independent Director. The enrolment of Independent Directors has been completed and they have furnished the declaration affirming their compliance to the Board with the provisions contained under sub rule 1 & 2 of Rule 6 of Companies (Appointment & Qualification of Directors) Rules.

9.11 The Company has, at the first meeting of the Board for the financial year under review (or for appointments made during the financial year under review, if applicable, at the first meeting of the Board in which he/ she participated as a director), received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 (the Act) that they meet with the criteria of their independence laid down in Section 149(6) of the Act.

9.12 In terms of provisions of Section 150 of the Companies Act, 2013 read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Amendment Rules, 2019 the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs, Manesar (IICA).

Prior to the resignation, the Company has not received documentary evidence from Mr. Akash D. Patel, Independent Director (DIN: 07941021) and Mr. Krunalkumar P. Patel Independent Director (DIN: 10653840) confirming their compliance with the requirement of passing the Online Proficiency Self-Assessment Test prescribed under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, to the extent applicable or any exemption therefrom.

9.13 Formal Annual Evaluation:

The Nomination and Remuneration Committee adopted a formal mechanism for evaluating the performance of the Board of Directors as well as that of its Committees and individual Directors, including Chairman of the Board, Key Managerial Personnel/ Senior Management etc. The exercise was carried out through an evaluation process covering aspects such as composition of the Board, experience, competencies, governance issues etc.

9.14 DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that 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 at 31^st March, 2026 being end of the financial year 2025-26 and of the loss of the Company for the year;

(iii) that the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors had prepared the annual accounts on a going concern basis.

(v) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

10. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) the SEBI (LODR) Regulation, 2015.

In the opinion of the Board, the Independent Directors of the Company fulfill the conditions specified in the Act and Listing Regulations and are independent of the management. The Independent Director shall enroll his / her name in the Databank, being maintained by Indian Institute of Corporate Affairs to qualify as an Independent Director. The enrollment of Independent Directors has been completed and they have furnished the declaration affirming their compliance to the Board with the provisions contained under sub rule 1 & 2 of Rule 6 of Companies (Appointment & Qualification of Directors) Rules.

11. KEY MANAGERIAL PERSONNEL (KMP):

Pursuant to the provisions of Section 2(51), and Section 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Key Managerial Personnel of the Company as on 31^st March, 2026 are Mr. Ankit J. Patel, Mr. Vipul F. Bhavsar Chief Financial Officer, Mr. Jayantilal S. Patel, Chief Executive Officer (w.e.f. 12^th November, 2025) and Ms. Khushbu H. Shah Company Secretary and Compliance Officer.

12. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

13. MANAGERIAL REMUNERATION: REMUNERATION OF DIRECTORS:

Sr. No. Name of the Director & Designation	Remuneration for the year 2025-26	% increase over last year	Parameters	Median of Employees Remun-eration	Ratio	Commi-ssion received from Holding/ Subsidiary
1 Ankit J. Patel	NIL	N.A.	-	. 3,00,000/-	N.A.	N.A.

The Board of Directors has framed a Remuneration Policy that assures the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, Key Managerial Personnel and Senior Management to enhance the quality required to run the Company successfully. All the Board Members and Senior Management personnel have affirmed time to time implementation of the said Remuneration policy.

The Nomination and Remuneration Policy are available on the Companys website www.promactimpex.com.

14. KEY MANAGERIAL PERSONNEL:

1. % INCREASE IN REMUNERATION OF DIRECTORS & KMP:

Sr. No. Name of the Director &KMP	Designation	Percentage Increase (If any)
1. Mr. Ankit J. Patel	Managing Director	NIL
2. Mr. Vipul F. Bhavsar	CFO	NIL
3. Ms. Khushbu H. Shah	CS & Compliance Officer	NIL
4. Mr. Jayantilal S. Patel@	CEO	NIL

@ appointed as Chief Executive Officer of the Company w.e.f. 12^th November, 2025.

2. BOARD OF DIRECTORS:

a) Composition and Category of Directors as on 31^st March, 2026 is:

Name of Directors	Category of Directorship	No. of other Director ships@	No. of Committee position in other Companies**	No. of Board Meetings attended during 2025-26	Attendance at AGM held on 22-09-2025 Yes(Y)/ No(N)
			Member	Chairman
Ankit J. Patel	Managing Director				5 of 5	Y
Nikita J. Patel	Promoter Non-Executive				5 of 5	Y
Akash D. Patel#	Non executive Independent				5 of 5	Y
Krunalkumar P. Patel#	Non executive Independent				5 of 5	Y

@Private Companies, foreign companies and companies under Section 8 of the Companies Act, 2013 are excluded

** for the purpose of reckoning the limit of committees, only chairmanship/membership of the Audit Committee and Stakeholders Relationship Committee has been considered.

#Resigned as Independent Director of the Company w.e.f. 29^th July, 2026.

Board Procedures:

The Board of Directors meets once a quarter to review the performance and Financial Results. A detailed Agenda File is sent to all the Directors well in time of the Board Meetings. The Chairman/ Managing Director briefs the Directors at every Board Meeting, overall performance of the Company. All major decisions/ approvals are taken at the Meeting of the Board of Directors such as policy formation, business plans, budgets, investment opportunities, Statutory Compliance etc. The meetings of the Board of Directors for a period from 1^st April, 2025 to 31^st March, 2026 were held 5 times on 19-05-2025, 23-07-2025, 04-09-2025, 12-11-2025 and 14-02-2026.

3. AUDIT COMMITTEE:

The Audit Committee consists of the following Directors as on 31^st March, 2026.

Name of the Directors	Expertise	Terms of reference & Functions of the Committee	No. of Meetings Attended during 2025-26
Akash D. Patel# Chairman	Chairperson of the committee is an Independent Director and at least two-third members are independent. All the members are financially literate and at least one member has thorough financial and accounting knowledge.	The functions of the Audit Committee are as per Company Law and Listing Agreement with Stock Exchange which include approving and implementing the audit procedures, review of financial reporting system, internal control procedures and risk management policies.	4 of 4
Krunalkumar P. Patel# Member			4 of 4
Ankit J. Patel Member			4 of 4

#Resigned as Independent Directors of the Company w.e.f. 29^th July, 2026.

The Audit Committee met 4 times during the Financial Year 2025-26. The maximum gap between two meetings was not more than 120 days except during the exemption period provided by SEBI. The Committee met on 19-052025, 23-07-2025, 12-11-2025, 14-02-2026. The necessary quorum was present for all Meetings. The Chairman of the Audit Committee was present at the last Annual General Meeting of the Company.

Further, the Board of Directors in their meeting held on 29^th July, 2026 have reconstituted the Audit Committee of the Company as follows w.e.f. 29^th July, 2026

1. Mr. Prakashchandra D. Patel$	Chairman
2. Mr. Babubhai H. Patel$	Member
3. Mr. Ankit J. Patel	Member

$ Appointed as Independent Director of the Company w.e.f. 29^th July, 2026.

4. NOMINATION & REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee consists of the following Directors as 31^st March, 2026:

Name of the Directors	Functions of the Committee	No. of Meetings Attended during 2025-26
Akash D. Patel# Chairman	All members are Nonexecutive and at least two-third members are independent. Chairperson of the committee is an Independent Director. The Committee is vested with the responsibilities to function as per SEBI Guidelines and recommends to the Board Compensation Package for the Managing Director. It also reviews from time to time the overall Compensation structure and related policies with a view to attract, motivate and retain employees.	1 of 1
Krunalkumar P. Patel#		1 of 1
Nikita J. Patel		1 of 1

# Resigned as Independent Directors of the Company w.e.f. 29^th July, 2026.

Nomination & Remuneration Committee met 1 time during the Financial Year 2025-26 on 12-1 1-2025. The necessary quorum was present for the Meetings. The Chairman of the Nomination & Remuneration Committee was present at the last Annual General Meeting of the Company.

The Board of Directors in their meeting held on 29^th July, 2026 have reconstituted the Nomination and Remuneration

Committee of the Company as follows w.e.f. 29th July, 2026.
1. Mr. Prakashchandra D. Patel$	Chairman
2. Mr. Babubhai H. Patel$	Member
3. Ms. Nikita J. Patel	Member
$Appointed as Independent Director of the Company w.e.f. 29th July, 2026.

5. STAKEHOLDERS RELATIONSHIP COMMITTEE:

Tlie Board has constituted a Stakeholders Relationship Committee for the purpose of effective Redressal of the com plaints and concerns of the shareholders and other stakeholders of the Company.

The Stakeholders Relationship Committee met 4 times during the Financial Year 2025-26 on 30-05-2025, 09-082025, 06-11-2025 and 14-02-2026.

The Committee comprises the following Directors as members as on 31^st March, 2026:

Name of the Directors	Category	No. of Meetings Attended during 2025-26
Akash D. Patel# Chairman	Non-Executive Independent Director	4 of 4
Krunalkumar P. Patel#	Non-Executive Independent Director	4 of 4
Nikita J. Patel	Non-Executive Director	4 of 4

# Resigned as Independent Directors of the Company w.e.f. 29^th July, 2026.

The Board of Directors in their meeting held on 29^thJuly, 2026 have reconstituted the Stakeholders Relationship Committee of the Company as follows w.e.f. 29^th July, 2026.

1. Mr. Prakashchandra D. Patel$	Chairman
2. Mr. Babubhai H. Patel$	Member
3. Ms. Nikita J. Patel	Member

$Appointed as Independent Director of Company w.e.f. 29^th July, 2026

Details of investor complaints received and redressed during Fiscal 2025-26 are as follows:

Opening balance	Received during the year	Resolved during the year	Not solved to the satisfaction of shareholders	Closing balance
Nil	Nil	Nil	Nil	Nil

There was no valid request for transfer of shares pending as on 31^st March, 2026. Ms. Khushbu H. Shah, Company Secretary is the Compliance Officer for the above purpose.

15. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND KMP AND REMUNERATION POLICY:

For the purpose of selection of any Director, the Nomination and Remuneration Committee identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position. The Committee also ensures that the incumbent fulfils such criteria with regard to qualifications, positive attributes, independence, age and other criteria as laid down under the Act, Listing Regulations or other applicable laws. The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy on remuneration of Directors, Key Managerial Personnel and other Employees.

16. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Act, SEBI Listing Regulations and the Guidance note on Board Evaluation issued by the Securities and Exchange Board of India.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the board composition and structure, effectiveness of board process, information and functioning, etc.

The performance of the Committees was evaluated by the board after seeking inputs from the Committee Member; on the basis of criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

In a separate Meeting of Independent Directors, performance of the Board as a whole was evaluated, taking into account the views of all the Directors.

17. RISKS MANAGEMENT POLICY:

The Company has a risk management policy, which from time to time, is reviewed by the Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed quarterly by assessing the threats anc opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide tile categorization of risk into threat and its cause, impact, treatment and control measures. As part of the Risk Management policy, the relevant parameters for protection of environment, safety of operations and health ol people at work are monitored regularly with reference to statutory regulations and guidelines defined by the Company.

18. DETAILS OF SUBSIDIARIES/ ASSOCIATES/ JVS:

The Company does not have any Subsidiaries/ Associates Companies / JVs as on 31^st March, 2026.

19. VIGIL MECHANISM/ WHISTLE-BLOWER POLICY:

The Company has a Whistle-blower Policy in place and aligns with the requirements of vigil mechanism under the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.This Policy provides for adequate safeguards against victimization of persons who complain under the mechanism and provides for direct access to the Chairperson of the Audit Committee. The Audit Committee of the Company oversees the functioning of the Vigil Mechanism framework.

The Whistle Blower Policy is available on the Companys website at www.promactimpex.com

20. DISCLOSURES UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy, in line with the requirements of the Sexual Harassmeni of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, the Company did not receive any complaint.

a. Number of complaints received during the year	Nil
b. Number of complaints disposed off during the year	Nil
c. Number of cases pending for more than 90 days	Nil

21. Terms of reference and Nomination & Remuneration Policy:

The Committee identifies and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his/ her appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient / satisfactory for the concerned position.

The Committee fixes remuneration of the Directors on the basis of their performance and also practice in the industry. The terms of reference of the Nomination & Remuneration Committee include review and recommendation to the Board of Directors the remuneration paid to the Directors. The Committee meets as and when required to consider remuneration of Directors.

22. Performance Evaluation Criteria for Independent Directors:

The Board evaluates the performance of independent directors (excluding the director being evaluated) on the basis of the contributions and suggestions made to the Board with respect to financial strategy, business operations etc.

23. PERSONNEL AND H. R. D.:

23.1 INDUSTRIAL RELATIONS:

The industrial relations continued to remain cordial and peaceful.

The relationship between average increase in remuneration and Companys performance is as per the appropriate performance benchmarks and reflects short and long term performance objectives appropriate to the working of the Company and its goals.

23.2 PARTICULARS OF EMPLOYEES:

There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of Companies Appointment & Remuneration of Managerial personnel) Rules, 2014.

24. RELATED PARTY TRANSACTION AND DETAILS OF LOANS, GUARANTEES, INVESTMENT & SECURITIES PROVIDED:

Details of Related Party Transactions and Details of Loans, Guarantees and Investments covered under the provisions of Section 188 and 186 of the Companies Act, 2013 respectively are given in the notes to the Financial Statements attached to the Directors Report.

All transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company had not entered into any transactions with related parties which could be considered as material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at www.promactimpex.com.

25. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of the depositories viz NSDL and CDSL. The ISIN No. allotted is INE818D01011.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Section 134(3)(m) of the Companies Act, 2013 and rule 8(3) of Companies (Accounts) Rules, 2014, relating to the conservation of Energy and Technology Absorption are not applicable as there are no manufacturing activities during the year under review. The Company has not earned or spent any foreign exchange during the year under review.

27. CORPORATE GOVERNANCE:

In terms of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, compliance relating to Corporate Governance, is not applicable for the Listed Company having paid up equity share capital not exceeding 10 crores and net worth not exceeding 25 crores on the last day of the previous financial year.

As your Companys paid up equity share capital is not exceeding 10 crores and net worth not exceeding 25 crores, Regulation 17 to 27 and Clauses (b) to (i) of sub-regulation (2) of regulation 46 are not applicable and hence do not form a part of this Annual Report. But the company is filling Non-Applicability Certificate of Corporate Governance under Regulation 27 of (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the exchange.

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis forms a part of this annual report is attached with this Report as Annexure-A

29. STATUTORY AUDITORS:

At the 38^th Annual General Meeting held on 19^th September, 2022 M/s. Fenil P. Shah & Co., Chartered Accountants, Ahmedabad were appointed as Statutory Auditors of the Company to hold office for the period of 5 years i.e. for the financial years 2022-23 to 2026-27.

The Auditors Report for the fiscal 2026 does not contain any qualification, reservation or adverse remark. The Report is enclosed with the financial statements in this Annual Report.

30. SECRETARIAL AUDIT REPORT:

A Secretarial Audit was conducted during the year by the Secretarial Auditors M/s. Kashyap R. Mehta & Partners., Company Secretaries, Ahmedabad. The Secretarial Auditors Report is attached as "Annexure-B”.

Your Company has obtained Secretarial Audit Report as required under Section 204(1) of the Companies Act, 2013 from M/s. Kashyap R. Mehta & Partners, Company Secretaries, Ahmedabad (Firm Registration No. P2025GJ106000). The said Report is attached with this Report as Annexure - B. There are no remarks / qualification in the Secretarial Audit Report, hence no explanation has been offered.

Earlier, M/s. Nishant Pandya & Associates, Practising Company Secretaries (Firm Registration No. S2019GJ700100) who were appointed as Secretarial Auditors of the Company for a period of 5 years i.e. for the Financial Years 202526 to 2029-30 by passing necessary resolution at the 41^st Annual General Meeting held on 22^nd September, 2025 resigned from the office w.e.f. FY 2025-26.

Furthermore, consequent to the resignation received from M/s. Nishant Pandya & Associates, Practising Company Secretaries to act as Secretarial Auditors, the Board of Directors of your Company had appointed M/s. Kashyap R. (Mehta & Partners, Practising Company Secretaries (Firm Registration No. P2025GJ106000), in casual vacancy, as Secretarial Auditors of the Company for the Financial Year 2025-26 ended on 31^st March, 2026.

Furthermore, based on the recommendation of the Audit Committee, in terms of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”), the Board of Directors has recommended the appointment of M/s. Kashyap R. Mehta & Partners, Practising Company Secretaries as Secretarial Auditors of the Company for a period of 5 years i.e. for the Financial Years 2026-27 to 2030- 31 on remuneration to be decided by the Board or Committee thereof.

The Company has obtained consent from M/s. Kashyap R. Mehta & Partners, Practising Company Secretaries to the effect that their appointment as Secretarial Auditors of the Company for period of 5 years i.e. for the Financial Years 2026-27 to 2030- 31, if made, will be in accordance with the provisions of Section 204 of the Companies Act, 2013.

The Shareholders are requested to consider and approve the appointment of the Secretarial Auditors of the Company.

31. WEB ADDRESS OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the draft Annual Return as on 31^st March, 2026 is available on the Companys website www.promactimpex.com.

32. ANNUAL RETURN:

The Annual Return as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company and can be accessed at www.promactimpex.com

33. OTHER DISLOSURES:

(i) Your Company has not issued any shares with differential voting.

(ii) There was no revision in the financial statements.

(iii) Your Company has not issued any sweat equity shares.

34. CORPORATE SOCIAL RESPONSIBILITY (CSR):

During this period under the provisions under section 135 in respect of CSR is not applicable to the Company. Hence, your Directors have not constituted the Corporate Social Responsibility (CSR) Committee

35. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company which have occurred between/end of the financial year and the date of this report.

36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There has been no significant and material order passed by any regulators or courts or tribunals, impacting the going concern status of the Company and its future operations.

37. GENERAL:

37.1 INSURANCE:

The movable and immovable properties of the Company wherever necessary and to the extent required have been adequately insured against the risks of fire, riot, strike, malicious damage etc. as per the consistent policy of the Company.

37.2 DEPOSITS:

The Company has not accepted during the year under review any Deposits and there were no overdue deposits.

37 .3 COD E OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

37.4 ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

37.5 DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has in place an Anti Sexual Harassment Policy, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, the Company did not receive any complaint as under:

a. Number of complaints received during the year	Nil
b. Number of complaints disposed off during the year	Nil
c. Number of cases pending for more than 90 days	Nil

37.6 INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

37.7 SECRETARIAL STANDARDS:

The Company complies with the Secretarial Standards, issued by the Institute of Company Secretaries of India, which are mandatorily applicable to the Company.

37.8 DETAILS OF PROCEEDINGS UNDER IBC & OTS, IF ANY:

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016. Further, there was no instance of one time settlement with any Bank or Financial Institution.

37.9 With respect to the loans advanced by the Directors to the Company, the Company has received necessary declarations from Directors that the said loan is not given out of funds acquired by them by borrowing or accepting loans or deposits from others.

37.10 No agreements have been entered / executed by the parties as mentioned under clause 5A of paragraph A of Part A of Schedule III of SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015 which, either directly or indirectly effect / impact the Management or Control of the Company or impose any restriction or create any liability upon the Company.

37.11 FIXED DEPOSITS:

The Company has not accepted any fixed deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

38. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

39. DISCLOSURE OF MAINTENANCE OF COST RECORDS:

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable to the Company.

40. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

During this period under the provisions under section 135 in respect of CSR is not applicable to the Company. Hence, your Directors have not constituted the Corporate Social Responsibility (CSR) Committee.

41 . DISC LOSURE UNDER MATERNITY BENEFIT ACT, 1961:

The Company is in compliance of the provision of Maternity Benefit Act, 1961 to the extent applicable.

42. INSIDER TRADING POLICY:

As required under the Insider Trading Policy Regulations of SEBI, your Directors have framed and approved Insider Trading Policy for the Company i.e. Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Conduct for Regulating Monitoring and Reporting of Trading by Designated Persons/Insiders. The Policy is available on the companys website.

43. ACKNOWLEDGMENT:

Your Directors express their sincere thanks and appreciation to Promoters and Shareholders for their constant support and co-operation. Your Directors also place on record their grateful appreciation and co-operation received from Bankers, Financial Institutions, Government Agencies and employees of the Company.

	For and on behalf of the Board,
	Ankit J. Patel	Nikita J. Patel
Place: Ahmedabad	Managing Director	Director
Date: 29th July, 2026	(DIN:02351167)	(DIN:03092770)