Your Directors are pleased to present the 40th ANNUAL REPORT together with the Audited Financial Statements for the
Financial Year 2023-24 ended 31st March, 2024.

1. FINANCIAL RFSIIITS-

There are no material changes and commitment affecting the financial position of the Company which have
occurred between 1st April, 2024 and date of this report.

2. DIVIDEND & DIVIDEND DISTRIBUTION POLICY:

With a view to conserve the resources for the working capital requirement of the Company, 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 Rs.177.92 lakh during the year under review as compared
to Rs.158.91 lakh during 2022-23. The Company has earned other income of Rs 0.5 lakh during the year under
review as compared to Rs.0.86 lakh during 2022-23. The Profit before Interest and Depreciation during the year
2023-24 was Rs.152.17 lakh as compared to Profit before Interest and Depreciation of Rs.123.80 lakh during the
year 2022-23. After providing for interest expenses, depreciation and tax provision, Net Profit for the year under
review stood at Rs 90.07 lakh as against net profit of Rs. 52.04 lakh for 2022-23.

4. FINANCE

4.1 During the year under review, the Company was generally regular in payment of Principal and Interest
to the Financial Institutions/Banks. The Company was enjoying Working Capital Facilities from Sarvodaya
Commercial Co-op Bank Ltd. during the year under review.

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 2024-25.

6. SHARE CAPITAL:

The 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 31st March, 2024 was Rs. 6,51,18,000
divided into 65,11,800 equity shares of Rs. 10/- each. As on 31st March, 2024, 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.

7. RESERVES:

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

8. DIRECTORS:

8.1 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.

£5.2 Ms. Payalben J. Patel (DIN: 03086759) has resigned from her position as Director of the Company w.e.f. 17th

July, 2023.

8.3 M r. Ravi L. Patel (DIN: 07941039) has resigned from the position of Independent Director of the Company
w.e.f. 17th July, 2023.

8.4 Ms. Nikita J. Patel (DIN:03092770) has resigned from her role as Managing Director of the Company with
effect from 17th July, 2023 and she continues to serve as a Director on the Board of the Company in a non¬
executive role.

8.5 The elevation Mr. Ankit J. Patel (DIN:02351167) as Managing Director of the Company for period of 3 years i.e.
from 17th July, 2023 to 16th July, 2026 was approved by the members vide a special resolution passed at the
39th Annual General Meeting held on 18th September, 2023.

8.6 Mr. Akash D. Patel (DIN:07941021) has been re-appointed as Independent Director of the Company at the
39th Annual General Meeting for a second consecutive term of 5 years i.e. up to conclusion of 44th Annual
General Meeting.

8.7 Mr. Miteshkumar A. Patel will retire from the position of Independent Director of the Company upon the
conclusion of the ensuing 40th Annual General Meeting.

8.8 Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors
in their meeting held on 20th July, 2024 have appointed Mr. Krunalkumar P. Patel (DIN:10653840) as an
Additional Director (Non-executive Independent Director) w.e.f. 1st September, 2024. Furthermore, the
appointment of Mr. Krunalkumar P. Patel as a Non-executive Independent Director for a period of 5 years is
being proposed at the ensuing 40th Annual General Meeting.

8.9 Mr. Parth B. Thakkar has resigned from the post of Company Secretary and Compliance Officer of the Company
w.e.f. 15th July, 2024. The Company has already initiated the process of identifying a suitable candidate to fill
up the vacancy created by resignation of Company Secretary. Mr. Ankit J. Patel (DIN:02351167), Managing
Director of the Company has been appointed as Compliance Officer of the Company in the interim owing to
resignation of Company Secretary and Compliance Officer.

8.10 The Board of Directors duly met 5 times during the financial year under review.

8.11 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 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.

8.12 I n 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').

8.13 Brief profile of the Directors being appointed /re-appointed as required under Regulation 36(3) of Listing
Regulations, 2015 and Secretarial Standard on General Meetings are provided in the Notice for the
forthcoming AGM of the Company.

8.14 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.

8.1 5 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 31st March, 2024 being end of the financial year 2023-24 and of the profit
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.

9. 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 Company's 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.

10. MANAGERIAL REMUNERATION:

REMUNERATION OF DIRECTORS:

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 Company's website www.promactimpex.com.

11. KEY MANAGERIAL PERSONNEL:

% INCREASE IN REMUNERATION OF DIRECTORS & KMP:

12.2 PARTICULARS OF EMPLOYEES:

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

13. 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 arm's 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 Company's website at www.promactimpex.com.

14. 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.

15. 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.

16. CORPORATE GOVERNANCE AND MDA:

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Report on Corporate Governance (on a voluntary basis), Management Discussion and Analysis
(MDA) and a certificate regarding compliance with the conditions of Corporate Governance are appended to the
Annual Report as Annexure - A.

17. SECRETARIAL AUDIT REPORT:

Your Company has obtained Secretarial Audit Report as required under Section 204(1) of the Companies Act, 2013
from M/s. Nishant Pandya & Associates., Company Secretaries, Ahmedabad. The said Report is attached with this
Report as Annexure - B.

18. 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 31st March, 2024 is
available on the Company's website www.promactimpex.com.

19. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS' RELATIONSHIP
COMMITTEE:

The details of various committees and their functions are part of Corporate Governance Report.

A. Audit Committee:

The Board of Directors in their meeting held on 20th July, 2024 have reconstituted the Audit Committee of
the Company as follows w.e.f. 1st September, 2024:

Mr. Akash D. Patel Chairman

Mr. Krunalkumar P. Patel$ Member

Mr. Ankit J. Patel Member

$Appointed as Independent Director of Company w.e.f. 1st September, 2024

[5. Nomi nation and Remuneration Committee:

The Board of Directors in their meeting held on 20th July, 2024 have reconstituted the Nomination and
Remuneration Committee of the Company as follows w.e.f. 1st September, 2024:

1. Mr. Akash D. Patel Chairman

2. Mr. Krunalkumar P. Patel^$ Member

3. Ms. Nikita J. Patel Member

$Appointed as Independent Director of Company w.e.f. 1st September, 2024

C. Stakeholders' Relationship Committee:

The Board of Directors in their meeting held on 20th July, 2024 have reconstituted the Stakeholders'
Relationship Committee of the Company as follows w.e.f. 1st September, 2024:

1. Mr. Akash D. Patel Chairman

2. Mr. Krunalkumar P. Patel$ Member

3. Ms. Nikita J. Patel Member

$Appointed as Independent Director of Company w.e.f. 1st September, 2024

20. GENERAL:

20.1. AUDITORS:

STATUTORY AUDITORS:

At the 38th Annual General Meeting held on 19th 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 remarks of Auditors are self-explanatory and have been explained in Notes on Accounts.

20.2 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.

20.3 DEPOSITS:

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

20.4 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 and
opportunities that will impact the objectives set for the Company as a whole.

The Policy is designed to provide the 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 of people at work are monitored regularly with reference to
statutory regulations and guidelines defined by the Company.

20.5 SUBSIDIARIES/ ASSOCIATES/ JVS:

The Company does not have any Subsidiaries/ Associates Companies / JVs.

20.6 CODE 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.

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

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

20.8 ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations. The Company's
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.

20.9 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.

20.10 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.

20.11 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.

20.12 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.

20.13 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.

20.14 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.

21. 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.

22. 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.

23. 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.

24. 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 company's website.

25. 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,

Miteshkumar A. Patel

Place: Ahmedabad Chairman

Date: 20th July, 2024 (DIN:06731818)

1

Resigned w.e.f. 15th July, 2024.

12. PERSONNEL AND H. R. D.:

12.1 INDUSTRIAL RELATIONS:

The industrial relations continued to remain cordial and peaceful.

The relationship between average increase in remuneration and Company's 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.