Directors Report of Pro Clb Global Ltd.

Mar 31, 2025

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:

Particulars	FY 2024-25	FY 2023-24
Summarized Profit and Loss
Income from Services	-	35.91
Other Income	60.54	65.00
Total Revenue	60.54	100.91
Purchase of Stock-in-Trade	0.00	0 .00
Changes in Inventories of Finished Goods, WIP and Stock-in-	0 .14	1.31
Employee 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 Company’s 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) Paid-Up Share Capital

The paid-up 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 Whole-time Director.

12. Directors/Key Managerial Personnel (KMP)

Name of the Director/KMP	DIN/PAN	Designation	Appt. Date	Cess. Date
Praveen Bhatia	00147498	Whole-time 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 MBP-1 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 Non-Executive Independent
Director of the Company w.e.f. June 21, 2024.

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

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

d) Ms. Jyoti Aneja (DIN: 02628815) has resigned from the office of Non-Executive 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 Non-Executive
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 Non-Executive
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. Management’s Discussion and Analysis Report

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

14. Meetings

a) Board Meetings

The Board meets at regular intervals to inter-alia discuss about the Company’s 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 Company’s 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
extra-ordinary general meeting was held during the reporting period. Details are given in Corporate
Governance Report.

c) Audit Committee Meetings

During the year under review, 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 Director’s was convened and held,
the details of which are given in the Corporate Governance Report.

15. Evaluation of the Board’s 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 Company’s 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 Non-Independent Directors, the
Chairman of the Board and the Board as a Whole was also evaluated by the Independent Directors
and the recommendation of the Independent Directors, were presented to the Board.

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 & it’s 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 mpany’s 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 twenty-five core only) at arm’s length
basis and in the ordinary course of business, for the Financial Year 2024-25.

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

All Related Party Transactions that were entered into by the Company during the financial year
were on an arm''s 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 AOC-2 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 promoter’s 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 2024-25 were mainly in the ordinary
course of business and on an arm’s 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 AOC-2 marked as “Annexure-v”.

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

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

a) Independent Directors:

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

b) Key Managerial Personnel (KMP):

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

c) Senior Executives:

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

> Sexual Harassment Policy

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

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

> Insider Trading Policy

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

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 2024-25 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.

> Stakeholder’s 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 Company’s 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 (Whole¬
time 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. Auditor’s & 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 2024-2025, 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 self-explanatory, and needs no further explanation.

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

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

(C) Internal Auditor

The internal auditor of the Company is Akhilesh Agrawal & Associates, Chartered Accountant
(FRN: 040209N), has been appointed for the Financial Year 2024-25 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 organization’s 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 organization’s 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 2024-25.

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: MR-3 is annexed
to this report as “Annexure-VIII”. The observations of the Secretarial Auditors in their report are
self-explanatory 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 self-explanatory and have not shown
any adverse remark.

The Secretarial Audit Report and Secretarial Compliance Report for the financial year 2024-25,
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 Auditor’s Report are self-explanatory 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 SS-1
(Secretarial Standard on Meetings of the Board of Directors) and SS-2 (Secretarial Standard on
General Meetings) issued by the Institute of Company Secretaries of India pursuant to Section 118
of the Companies Act, 2013.

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 (Whole-time
Director)/CFO had been obtained in accordance with Part B of Schedule II of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 which forms a part of this report as
“Annexure-X”.

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 “Annexure-XI”.

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 Company’s operations in future;

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

41. Listing

The Company has obtained In-Principal approval dated 17th August, 2017 for Direct Listing and
permission on BSE main Board for its 51,03,000 Equity Shares of Rs. 10/ each for trading on the
Bombay Stock Exchange (BSE) during the financial year. The Company received listing & trading
approval on dated 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
Company’s 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 Company’s 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 2024-25.

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 Board’s Report and the Management Discussion and Analysis Report describing
the Company’s 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 Company’s 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 2024-25.

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 co-operation extended by them. The Directors also gratefully
acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks
and other business partners for the excellent support received from them during the year.

The Directors place on record their sincere appreciation to all employees of the Company for their
unstinted commitment and continued contribution to the Company.

By order of the Board

For Pro CLB Global Limited

Sd/- 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

---

Mar 31, 2024

1. PRESENTATION OF THE ANNUAL REPORT

Your Directors have pleasure to present the Thirtieth Annual Report (30th) Annual Report on the business and operations and Audited Statement of Accounts of your Company for the Financial Year ended on 31^st March, 2024.

2. FINANCIAL RESULTS

The Financial Results of the Company for the Financial Year ending on 31st March, 2024 are as under:

PARTICULARS	Year ended on 31st	Year ended on 31st
	March, 2024	March, 2023
Total income	1,00,90,508	90,67,408
Total Expenditure	76,68,979	2,19,01,819
Profit before tax	24,21,528	(1,28,34,411)
Tax Expenses
Less:
Current Tax	6,43,108	9,20,282
Previous year Tax
Deferred tax	(46,590)	(50,43,540)
Profit after tax for the period	18,25,011	(87,11,153)
Add: Balance brought forward from previous Year	60,00,000	60,00,000
Surplus available for appropriation	4,32,48,479	4,14,25,474
Forfeiture Account	1,01,34,235	1,01,34,235
Balance Surplus carried to Balance Sheet	5,93,82,7 15	5,75,57,710
Earnings per share
Basic	0.36	(1.71)
Diluted	0.36	(1.71)

3. FINANCIAL PERFORMANCE

During the year 2023-24, your Company recorded a Profit of Rs. 18,25,011/- (Previous year loss of Rs. (87,11,153/-). TheProfit for the year has come out to be Rs. 18,25,011/- as compared to loss of Rs. (87,11,153/-) in year 2023. For 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.

4. DIVIDEND

The Board of Directors has not recommended any Dividend recommend for Financial Year 2023-24, as company is retaining the reserves for future prospects.

5. RESERVES

During the year under review, your Company has transferred Profit amounting to Rs. 18,25,011/- to Reserve and Surplus.

6. FINANCE

Cash and cash equivalent as at March 31, 2024 was Rs. 13,12,118/-. The Company continues to focus on judicious management of its working capital.

7. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

The Company has already diversified the business of the company from tours and travels and entered into the business of providing consultancy services and has not yet started the new business activity. The management endeavors to kick start the new activities and is planning for the future growth prospects and operation of the Company optimistically.

8. 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 STATEMENTS RELATE AND THE DATE OF THIS REPORT

The company has already taken the consent from the members of the company regarding the related party transactions which the company has duly completed after the closure of financial year 2023-24.

In accordance with the new circulars issued by SEBI Circular SEBI/HO/CFD/CMD1/CIR/P/2022/40 dated 30.03.2022, and SEBI Circular SEBI/HO/CFd/cMD1/CIR/P/2022/47 dated 08.04.2022 to enter into, contract(s)/ arrangement(s)/ transaction(s) (whether by way of an individual transaction or transactions taken together or series of transactions or otherwise) in order to authorized Related party transaction as approved by the audit committee and shareholders, the board of the company is seeking approval of members of the Company in its ensuing 30th Annual General Meeting of the Company. The detailed resolutions regarding approval of such related party transactions are stated above in the notice of ensuing AGM.

9. SHARE CAPITAL

(A) AUTHORISED SHARE CAPITAL

The Authorised Share Capital of the Company stands at Rs. 6, 25, 00,000/- (divided into 62, 50,000 Equity Shares of Rs. 10/- each).

During the year, there has been no change in Authorized Share Capital of the company.

(B) PAID -UP SHARE CAPITAL

The paid up Equity Share Capital as on 31^st March, 2024 was Rs. 5, 10, 30, 000/-(divided into 51, 03, 000 Equity Shares of Rs. 10/- each).

During the year under review; the Company has not issued any further Share Capital.

There was no change in the Capital of the Company during the year.

10. CODE OF CONDUCT

Directors, Key Managerial Personnel and Senior Management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employees of the Company and the declaration in this regard made by the Whole-time Director is attached as "Annexure-I" which forms a part of this Report of the Directors.

11. DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)

APPOINTMENT/RESIGNATION OF DIRECTOR:

As on the date of this report, the Board of Directors consists of following members:

S.No.	Name of the Director	Designation	Date of Appointment
1	Mr. Praveen Bhatia	Whole Time Director	26.08.1994
2	Mr. Nand Kishore Verma	Additional Non Executive Director	14.08.2024
3	Ms. Benu Sehgal	Independent Director	06.01.2020
4	Mr. Subhash Chand Kwatra	Independent Director	06.01.2020
5	Ms. Jyoti Aneja	Non Executive Director	28.06.2023

#During the year under review:

1. Mrs. Jyoti Aneja (DIN: 02628815) regularized as Non Executive Director in the Annual General Meeting of the Company held on 26.09.2023.

2. Mr. Anil Lakhani (DIN: 00450542) resigned from the post of Non Executive Independent Director w.e.f 21.06.2024.

3. Mr. Vinod Ralhan (DIN: 00146449) resigned from the post of Non Executive Director w.e.f, closure of business hours on 14.08.2024

The Board of Directors of the Company is duly constituted. None of the Directors is disqualified from being appointed as such under the provision of Section 164 (1) of the Companies Act, 2013.

RE-APPOINTMENT OF DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act, 2013 and as per the Articles of Association of the Company, Ms. Jyoti Aneja (DIN: 02628815), shall be retire by rotation at ensuing 30^th Annual General Meeting (AGM) and being not offer herself for reappointment. The details of

Directors not seeking re-appointment at the ensuing Annual General Meeting has been provided in the Notice of the Annual General Meeting, forming part of the Annual Report.

The Board of Directors of the Company consider the retirement of Ms. Jyoti Aneja (DIN: 02628815) who is liable to retire by rotation and being not offer herself for reappointment.

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

12. MANAGEMENT''SDISCUSSION AND ANALYSIS REPORT

A comprehensive Management''s 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''.

13. MEETINGS

BOARD MEETINGS

During the year, seven (07) Board Meetings were convened and held 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.

GENERAL BODY MEETING

Annual General Meeting of the Company was held during the year. Details are given in Corporate Governance Report.

AUDIT COMMITTEE MEETINGS

During the year, Six (6) Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report.

NOMINATION & REMUNERATION COMMITTEE MEETINGS

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

STAKEHOLDERS'' RELATIONSHIP COMMITTEE MEETING

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

INDEPENDENT DIRECTORS MEETINGS

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

14. EVALUATION OF THE BOARD''S 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 Company''s 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 Non-Independent Directors, the Chairman of the Board and the Board as a Whole was also evaluated by the Independent Directors and the recommendation of the Independent Directors, were presented to the Board.

15. 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.

16. 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''.

17. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no Subsidiary / Joint Ventures/ Associate Companies as on 31st March, 2024. 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 March 31, 2024.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.

18. INTERNAL CONTROL SYSTEM & ITS ADEQUECY

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.

19. DETAILS OF POLICY 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.

20. EXTRACT OF ANNUAL RETURN

The particulars required to be furnished under Section 134(3) (a) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 as prescribed in Form No. MGT-9 has been waived off by Companies (Amendment) Act, 2017.

21. 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.

22. PARTICULARS OF RELATED PARTY TRANSACTION

All Related Party Transactions that were entered into by the Company during the financial year were on an Arm''s Length Basis and were in the ordinary course of business. There is 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 AOC -2 marked as "Annexure -V".

23. DISCLOSURE AS PER THE SEXUAL HARRASMENT 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 promoter''s 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.

24. 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 2023-24 were mainly in the ordinary course of business and on an arm''s 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 AOC-2 marked as "Annexure-v".

> DOCUMENTRETENTION 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 shallFormulate 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 Company''s 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 Company''s 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 ofRisk 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.

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

> SEXUAL HARRASSMENT 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.

25. 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-W" 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.

26. ANNUAL LISTING FEE

The Company has paid the Annual Listing fee for the Financial Year 2023-24 to BSE Limited.

27. COMMITTEES OF COMPANY

> AUDIT COMMITTEE

The Audit Committee comprises of Mrs. Benu Sehgal as the Chairman of the Committee, Mr. Nand Kishore Verma and Mr. Subhash Chand Kwatra 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.

*Mr. Anil Lakhani has resigned from Board on 21.06.2024. Further, consequent to his resignation, he ceased to be a member of Audit Committee.

*Mr. Subhash Chand Kwatra appointed as new member of Audit Committee on 16.07.2024.

*Mr. Vinod Ralhan has resigned from Board on closure of business hour on 14.08.2024. Further, consequent to his resignation, he ceased to be a member of Audit Committee.

*Mr. Nand Kishore Verma appointed as new member of Audit Committee on 14.08.2024.

> NOMINATION &REMUNERATION COMMITTEE

This Committee comprises of Mrs. Benu Sehgal as the Chairman of the Committee, Mr. Nand Kishore Vermaand Mr. Subhash Chand Kwatra 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.

*Mr. Anil Lakhani has resigned from Board on 21.06.2024. Further, consequent to his resignation, he ceased to be a member of Nomination and Remuneration Committee.

*Mr. Subhash Chand Kwatra appointed as new member of Nomination and Remuneration Committee on 16.07.2024.

*Mr. Vinod Ralhan has resigned from Board on closure of business hour on 14.08.2024. Further, consequent to his resignation, he ceased to be a member of Nomination and Remuneration Committee.

*Mr. Nand Kishore Verma appointed as new member of Nomination and Remuneration Committee on

14.08.2024.

> STAKEHOLDER''S RELA TIONSHIP COMMITTEE

This Committee comprises of Mrs. Benu Sehgal as the Chairman of the Committee, Mr. Nand Kishore Verma and Mr. Subhash Chand Kwatra 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.

*Mr. Anil Lakhani has resigned from Board on 21.06.2024. Further, consequent to his resignation, he ceased to be a member of Stakeholder''s Relationship Committee.

*Mr. Subhash Chand Kwatra appointed as new member of Stakeholder''s Relationship Committee on

16.07.2024.

*Mr. Vinod Ralhan has resigned from Board on closure of business hour on 14.08.2024. Further, consequent to his resignation, he ceased to be a member of Stakeholder''s Relationship Committee.

*Mr. Nand Kishore Verma appointed as new member of Stakeholder''s Relationship Committee on

14.08.2024.

28. 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 Company''s 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 (Whole-time 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.

29. AUDITOR''S & 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 29th AGM held on 26^th September, 2023appointed 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.

(B) STATUTORY AUDITORS REPORT

There is no qualification, observation or adverse remarks or disclaimer made by the Auditors in their report on the financial statement of the Company for the financial year ended on 31st March, 2024. The Notes on financial statements are self-explanatory, and needs no further explanation.

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

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

(C) INTERNAL AUDITOR

The internal auditor of the Company is Akhilesh Agrawal & Associates, Chartered Accountant (FRN: 040209N), has been appointed for the Financial Year 2023-24 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 organization''s 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 organization''s 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 AUDITREPORTAND SECRETARIAL COMPLIACE 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. Mohit Singh & Associates. Company Secretaries as Secretarial Auditor to carry out Secretarial Audit of the records maintained by the Company for the Financial Year 2023-24.

SECRETARIAL AUDIT REPORT

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

(E) COST AUDIT

The Cost Audit is not applicable on your Company.

30. 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 Auditor''s Report are self-explanatory and, therefore does not call for any further comments under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

31. 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.

32. EXECUTIVE DIRECTOR/CFO CERTIFICATION

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

33. COMPLIANCE CERTIFICATE BY THE AUDITORS

M/s. Mohit Singh & Associates, 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 "Annexure-XI".

34. DEPOSITS

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

35. LISTING

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

36. 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.

37. 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.

38. 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 Company''s 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 Company''s 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 2024-25.

39. 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 Central Depositories Services Ltd (CDSL) within 15 days.

40. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND 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- XII’’ and is attached to this report.

41. 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.

42. DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024.

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.

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

43. CAUTIONARY STATEMENT

Statements in the Board''s Report and the Management Discussion and Analysis Report describing the Company''s 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 Company''s 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.

44. 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 2023-2024.

45. 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.

46. ACKNOWLEDGMENT

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

The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

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Mar 31, 2015

The Directors take pleasure in presenting this 21st (Twenty First) Annual Report together with the Audited Accounts for the year ended 31st March, 2015.

1. FINANCIAL RESULTS

The Financial Results of the Company during the Financial Year ended on 31st March, 2015 are as under:

Particulars Financial Year ended

31st March 2015 31st March 2014

Total Income 846,167,725 759,614,497

Total Expenditure 840,253, 578 753,495,364 Profit Before Tax 5,914,147 6,119,132

Current Tax 1,549,430 1,379,630

Deferred Tax (590,030) 241,442

Profit after Tax for the Year 4,954,747 4,498,061

Add: Balance brought forward from previous Year 6,000,000 6,000,000

Surplus available for appropriation 24,659,291 20,161,230

Less: Other Reserves 11,561 -

Add: Share Warrants Forfeited 10,134,235 -

Balance Surplus carried to Balance Sheet 45,736,712 30,659,291

2. Results of Operations and the State of Company's Affairs/ Material Changes

During the year 2014-15, your Company recorded profit before tax of Rs. 59.14 Lacs (previous year Rs 61.19 Lacs). The Income for the year has been increased by 11.39 % to Rs. 846,167,725/- as compared to Rs. 759,614,497/- in 2014. The Profit after tax for the year was Rs. 4,954,747/- as compared to Rs. 4,498,061/- in 2014

3. DIVIDEND

The Board of Directors does not recommend any Dividend for the Financial Year 2014-15.

4. RESERVES

During the year under review, your Company has not transferred any amount to General Reserves. While an amount of Rs. 49, 54, 747/- has been transferred to Reserve and Surplus.

5. SHARE CAPITAL

The Paid-up Equity Share Capital as on March 31, 2015 was Rs. 51, 030, 000/-. During the year under review, the Company has not issued any further Share Capital.

6. FINANCE

Cash and cash equivalent as at March 31, 2015 was Rs. 11,127,129/-. The Company continues to focus on judicious management of its working capital.

6.1 DEPOSITS

The Company has not accepted any Public Deposits during the Financial Year ended 31st March, 2015 and your Board of Directors have also passed the necessary Resolution for non-acceptance of any Public Deposits during the Financial Year 2015-16.

The Company has also complied with the applicable provisions of "Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007" and "Non-Systemically Important Non- Banking Financial (Non-Deposit Accepting or Holding) companies Prudential Norms (Reserve Bank) Directions, 2015".

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review your Company has not given any Loans, Guarantees or made any Investments covered under the provisions of Section 186 of the Companies Act, 2013(the Act). However, the company had provided corporate guarantee during Financial Year 2013-14 (Equivalent INR 1,62,80,000 as on 31.03.2015) favoring UBS AG Switzerland on behalf of Pro Labels Private Limited.

8. DIRECTORS & KEY MANAGERIAL PERSONNEL

8.1 CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors at its meeting held on March 31, 2015 has appointed Mr. Anil Bhat and Mr. Gurcharan Dass Bhalla as Additional Director of the Company, subject to the approval of the shareholders of the Company at the ensuing 21st Annual General Meeting.

Further, Pursuant to Section 152 of the Companies Act, 2013 (the Act), Mr. Gurcharan Dass Bhalla (DIN: 02735042), shall retire by rotation at the ensuing 21st Annual General Meeting and being eligible offer himself for reappointment.

The Board of Directors of the Company recommends the regularization of Mr. Gurcharan Dass Bhalla as Director of the Company, liable to retire by rotation and appointment of Mr. Anil Bhat and Mr. Gurcharan Dass Bhalla as Directors of the Company.

8.1 BOARD EVALUATION

Pursuant to the provisions of Section 134 and 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has devised a mechanism for evaluating the performance of Independent Directors, Board, Committees and other individual Directors. On the basis of the said mechanism, the Board has evaluated the performance of Committees of Board, individual directors and Board as a whole.

The Nomination and Remuneration Committee ("NRC") reviewed the performance of the Individual Directors and the Board as a whole on the basis of the criteria specified in Board Evaluation Mechanism (Mechanism) as approved by Board in its meeting held on March 31, 2015. The Board based on the recommendations of NRC and criteria specified in the Mechanism evaluated performance of individual Directors on the Board. The Board also evaluated the performance of various committees and Board as a whole taking into account inputs received from individual Directors/ committee members and criteria specified in the Mechanism.

The Independent Directors in their separate meeting which was later noted by Board of Directors evaluated the performance of Non-Independent Directors and performance of the Board as a whole.

8.2 DECLARATION BY AN INDEPENDENT DIRECTOR(S)

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Section 149(6) of Companies Act, 2013 and Clause 49 of Listing Agreement.

8.3 NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the period under review, Fourteen Meetings of Board of Directors were held on April 1, 2014; May 14, 2014; May 30, 2014; July 10, 2014; July 24, 2014; August 9, 2014; August 19, 2014; September 2, 2014; October 1, 2014; November 8, 2014; November 22, 2014; December 31, 2014; February 2, 2015; March 31, 2015. The gap between any two Board Meetings did not exceed 120 days.

As per the provisions of Section 149 of the Companies Act, 2013 (the Act) read with Schedule IV (Code for Independent Directors), the Company is required to hold at least one meeting in year, without the attendance of Non-Independent Directors and Members of the Management.

During the year, one Meeting was held on March 31, 2015 under the Chairmanship of Mr. Anil Lakhani, Independent Director.

8.4 FAMILIARIZATION PROGRAMME FOR BOARD MEMBERS

The Board members are provided with necessary documents/articles, reports and internal policies to enable them to familiarize with the Company's procedures and practices to understand its business in depth and contribute to the Company.

The policy on familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at www.provestment.net.

9. BUSINESS RISK MANAGEMENT

The Company has process in place to identify and assess business risks and opportunities in the form of a Risk Assessment Policy. The Policy was adopted by the Board of directors at its Meeting held on March 31, 2015. The main objective of this Policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business.

10. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report (MDA) for the year under review, as stipulated under Clause 49 of the Listing Agreement, is presented in a separate section forming part of the Annual Report.

11. COMMITTEES OF THE BOARD

A) Audit Committee: The Composition of the Committee is as per the following particulars:

S. No. Name of the Member Category

1. Mr. Anil Lakhani Non-Executive & Independent Director

2. Mrs. Anjali Khurana Non-Executive & Independent Director

3. Mr. Vinod Ralhan Non- Executive Director

All the recommendations made by the Audit Committee have been accepted by the Board.

B) Nomination & Remuneration Committee: The Composition of the Committee is as per the following particulars :

S. No. Name Category

1 Mr. Anil Lakhani Non-Executive & Independent Director

2 Mrs. Anjali Khurana Non-Executive & Independent Director

3 Mr. Vinod Ralhan Non- Executive Director Nomination and Remuneration Committee vide its resolution dated March 31, 2015 has formulated the Nomination & Remuneration Policy, inter alia, for appointment and remuneration of the directors, key managerial personnel and other employees. The policy has been approved by the Board at its Meeting held on March 31, 2015. The said Policy is attached herewith as Annexure I.

C) Stakeholders Relationship Committee: The Composition of the Committee is as per the following particulars:

S. No. Name Category

1 Mr. Vinod Ralhan Non-Executive Director

2 Mr. Anil Lakhani Non-Executive & Independent Director 3 Mrs. Anjali Khurana Non-Executive & Independent Director

12. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

During the year under review, M/s SAAB Travel & Tours have ceased to be a subsidiary of the company.

The Company has no Subsidiary / Joint Ventures/ Associate Companies as on 31st March, 2015. 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 March 31, 2015.

13. AUDITORS & AUDITORS REPORT

13.1 STATUTORY AUDITORS

M/s Ahuja Arun & Co. (FRN: 012985N), Chartered Accountants, the Statutory Auditors of the Company holds the office until the conclusion of 21st Annual General Meeting (AGM) and, they being eligible are recommended for reappointment as Statutory Auditors of the Company from the conclusion of 21st AGM till the conclusion of 22nd AGM to be held in the year 2016.

The Company has received a Certificate from them to the effect that their appointment, if made, would be as per the requirements specified under Section 141 of the Act and the Rules framed there under for reappointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Notes on Accounts read with the Auditors' Reports are self-explanatory and therefore, do not call for any further comments or explanations. The Statutory Auditor's Report does not contain any qualification, reservation or adverse remark.

13.2 SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. M B & Co., Company Secretaries, a firm of Company Secretaries in Practice to conduct the Secretarial Audit of the Company for the Financial Year 2014-15. The Report of the Secretarial Audit Report is annexed herewith as "Annexure II".

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

Provisions relating to disclosure of particulars with respect to Conservation of Energy are not applicable on the Company and it has no information to be published regarding Technology Absorption. The Company has not carried on during the period under report any activity relating to exports and has not used or earned any foreign exchange.

15. INTERNAL CONTROL SYSTEM AND THEIR 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.

16. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provisions of Section 135 of the Act, with regard to Corporate Social Responsibility (CSR) are at present not applicable on the Company.

17. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to provision of section 177 of the Act and Clause 49 of the Listing Agreement, the Company has established Whistle Blower Policy/Vigil Mechanism for directors and employees to report their genuine concerns. The Whistle Blower Policy/Vigil Mechanism is available at the website of the Company www. provestment.net

18. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement entered with the Stock Exchange, a separate section on corporate governance practices followed by the Company, together with a certificate from the Practicing Company Secretary confirming compliance forms an integral part of this Report, attached at Annexure III.

19. RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into by the Company during the financial year were on an Arm's 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 policy on Related Party Transactions is available at the website of the Company i.e. www.provestment.net. The details of Related Party Transactions have been provided in Form AOC -2 marked as Annexure IV.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

21. PARTICULARS OF EMPLOYEES

The Company has no employee in respect of whom the statement under Section 197 of the Act is required to be furnished. Other details as per Section 197 of the Act are attached herewith as Annexure V.

22. 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 statements in terms of Section 134(3) (c) of the Act, that:

(a) in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2015, 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 at the end of the Financial Year 2014-15 and of the Profit and Loss of the Company for that period;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

23. EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure VI.

24. ACKNOWLEDGEMENT

The Directors acknowledge with appreciation, the cooperation and assistance received from the Government, Banks, Authorities and other Business Constituents and arcade during the year.

The Directors wish to place on record their appreciation of the contribution made by employees, customers and suppliers for their continuous support given by them to the Company at all levels during the period under report.

Your Board of Directors also takes this opportunity to convey their gratitude and sincere thanks for the co- operation & assistance received from the shareholders. The Board acknowledges your confidence and continued support and looks forward for the same in future as wel

On behalf of the Board of Directors

For PROVESTMENT SERVICES LIMITED

Sd/- Sd/- Sd/-

(Deepika Rajput) (Anil Lakhani) (Praveen Bhatia)

Company Secretary Director Director

(PAN: AMUPD4639A) (DIN: 00450542) (DIN: 00147498)

(Add: H No. 200, 3rd Floor, (Add: A-16/1, Rishi Apartment, (Add:W-12/30,

Bhai Parmanand Colony 282/1, Saket, Meerut, DLF-3, Gurgaon,

East,Delhi-110009) U.P-250001) Haryana-122001)

Place: New Delhi

Date: 02.09.2015

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Mar 31, 2014

Dear Members,

PERFORMANCE:

The Directors have pleasure to present the 20 Annual Report along with audited accounts of the Company for the period ended 31 March, 2014.

CONSOIDATED FINANCIAL DATA ;

(IN Rs.) Current Year (2013-2014)

Turnover 825942101

Other Income 10879879

Less: Operating Cost 816597035

Less: Financial Cost& 10879685

Profit before Depreciation 9345260

Less: Depreciation 3063601

Profit/ (Loss) before tax 6281660

Less: Provision for tax 1410600

Less: Deferred Tax 4271475

Less: Transfer to Reserves _

Profit/ (Loss) after tax and appropriation 4599585

Less: Share of Profit transferred to Minority Interest 14178

Profit/(Loss) after adjustment for Minority Interest 4585407

Opening Balance of Profit/(Loss)j: 20267889

General and Capital Reserve 6190814

Reserve and Surplus to be carried to Balance Sheet 31044110

STAND ALONE FINANCIAL DATA

(In Rs.) Current Year Previous Year (2013-2014) (2012-2013)

Turnover 748940303 402681346

Other Income 10674194 9127892

Less: Operating Cost 740864207 396508315

Less: Financial Cost 9869990 7019652

Profit before Depreciation 8880299 8281271

Less: Depreciation 2761167 2461791

Profit/ (Loss) before tax 6119132 5819480

Less: Provision for tax 1379630 1395410

Less: Deferred Tax 241442 276930

Less: Transfer to Reserves - 1500000

Profit/ (Loss) after tax and appropriation 4498061 2647140

Opening Balance 20161230 17514090

General Reserve 6000000 6000000

Reserve and Surplus to be carried to Balance Sheet 30659291 26161230



REVIEW OF PERFORMANCE:

During the year under review, the performance of the Company was satisfactory and the Company continued to maintain the track record of earning profit. The total Turnover achieved by the Company during the year under review is Rs.74.89 Cr. Considering the present position of the Company the directors are of the opinion that the Company has the good potential and adequate resources to achieve the fast rate of growth in the coming year.

During the year 2013-2014, your Company recorded profit before tax of Rs. 61.19 Lacs (previous year Rs 58.19 Lacs). Although the Company is doing well, profit is also on the higher side in comparison to last year in spite of stiff competition in the market.

DIVIDEND

The Directors in view of the current scenario to carry out the future plans it is necessary to conserve the resources. Your directors are of the opinion of retaining the profits for the year within the Company, and thus have not recommended any dividend for the year ended 31 March 2014.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 (now the Companies Act, 2013) and Articles of Association of the Company Sh. Vinod Ralhan retire by rotation at the ensuing Annual General Meeting and is eligible for reappointment. During the Year Mr. Raj Kumar Ram Rakhiyani has been appointed as an Additional Director on 13.11.2013 and has resigned on 13.02.2014. Also Mrs. Anjali Khurana has been appointed as Additional Director on 13.02.2014 as an independent Director.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to the Directors'' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts for the financial year ended 31 March 2014 the applicable accounting standards had been followed and no material departure have been made from the same;

(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 the end of financial year and of the profit of the Company for the year under review;

(iii) That Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

That Director has prepared the annual accounts for the financial year ended 31 March, 2014 on a going concern'' basis.

FIXED DEPOSITS

The Company has not accepted any deposit covered by Companies (Acceptance of Deposit) Rules, 1975.

DEMATERIALIZATION OF EQUITY SHARES

The company''s equity shares are available for trading in the Depository system of both the National Securities Depository Limited (NSDL) and the central Depository Services (India) Limited (CDSL). The International Security Identification Number (ISIN) allotted by NSDL and CDSL to the company is INE438C01010. The Demat status of the Company as on March 31, 2014 is as under:-

Particulars No of Shares Percentage

Electronic Mode

NSDL 3184107 62.40

CDSL 802320 15.72

Total Demat Holding 3986427 78.12

Physical Mode 1116573 21.88

Total Shares 5103000 100.00

CORPORATE GOVERNANCE

Your Company has successfully implemented the mandatory provisions of Corporate Governance in accordance with the provisions of Clause 49 of the Listing Agreement of the Stock Exchanges. Separate Report on Corporate Governance and Management Discussion & Analysis are included in the Annual Report and Certificate dated 30.05.2014 of the Auditors of your Company confirming the compliance of conditions of Corporate Governance is also annexed thereto.

PARTICULARS OF EMPLOYEES

There was no employee in respect of whom information is required to be given pursuant to section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules,1975 as amended up-to- date.

AUDITORS

Ahuja Arun & Co. ,Chartered Accountants, the existing auditors of the Company retire at the conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment. Your Directors recommend their re-appointment. The Company has received audit report from Ahuja Arun & Co., Chartered Accountants and your directors do not observe any adverse remark therein.

INDUSTRIAL RELATIONS

During the year under review, your Company had amiable and pleasant industrial relations at all levels of the Organization.

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

The information required under Section 217 (1) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

THE YEAR IN RETROSPECT

PROFOREX MONTHLY NEWS LETTER

As your Company is RBI authorized Full Fledged Money Changers operating in India. Now, we have completed 11 years of serving newsletter to our clients, around 3000 copies every month to all business segments such as exporters, MNC''s, professional organizations, traders, travel agents, Government organizations and other corporate and has gained substantial recognition. Now the Company has decided to send these newsletters through email to our clients in view to keep the environment green and to save paper.

PACKAGING EXHIBITIONS:

Your Company is specialized in providing consultancy services for clients engaged in the packaging industry for their end to end requirements. The Company provides new ideas, concepts and new avenues for the corporate in the packaging industry. We are also specialized in organizing tours to world''s largest Packaging Exhibitions like K-PLAST, INTERPACK, DRUPA, PACK EXPO, CHINA PLAS and many other International exhibitions. The Company is also providing consultancy to clients who include Travel Tickets and its supplements and also business travel activities effectively in a manner which facilitate substantial reduction in their travel cost related to Pharma Industries. The main exposure of CPHI which took place in China and Switzerland. Recently focused consultancy is on CPHI exhibition to be held in Paris Nord Villepinte, France, Tokyo, Istanbul, Russia, South America, South East Asia and Korea.

WEBSITE:

Your company with a view to strengthen its brand image and also offer its prospective customers ease of navigation, had revamped its website, www.provestment.net and the website now neatly categorizes various businesses carried out by your company. The Company has also doing our business under the Trade Mark proyatra.com for its business to establish its brand in the market.

BSE INDONEXT LISTING AND TRADING:

The Shares of the Company has been traded at BSE under INDONEXT SEGMENT.

TRAVEL INDUSTRY: A RETROSPECT

The current scenario witnesses a drastic and marvelous change in travelling industry and the day is not far when travelling industry will be at apex. There are various reasons behind that like:

¦S The Ministry of Tourism, through a tie-up with various state tourism boards, continues to push travel and tourism with the help of television commercials. The Ministry has played an important role in the development of the industry, initiating advertising campaigns such as the ''Incredible India'' campaign, which promoted India''s culture and tourist attractions in a fresh and memorable way. The campaign helped create a colorful image of India in the minds of consumers all over the world, and has directly led to an increase in the interest among tourists.

¦S Travelling is no longer limited to a single annual holiday with the family. Customers have started to travel for adventure sports, photography, wildlife, heritage, buildings and more.

¦S Travel and tourism became one of the pillars in the growth of GDP of the country during the year.

India''s tourism industry is experiencing a strong period of growth, driven by the burgeoning Indian middle class, growth in high spending foreign tourists, and coordinated government campaigns to promote ''Incredible India''.

India''s travel and tourism industry is one of them most profitable industries in the country, and also credited with contributing a substantial amount of foreign exchange

EXPANSION IN TRAVEL VERTICAL

Your Company realized the need for having all travel related services to cater to all types of clients and to improve more top line and bottom line of the Company. With this objective in mind, the Company has started FIT division (Free Independent Travel), GIT Division (Group Incentive Tours) along with specialized services to Corporate Clients. This has been very effective and the Company has added reputed Corporate Clients.

ONLINE TRAVEL PORTAL:

Because of the importance of online travel portal and its convenience to the customers to book Air Tickets at their comfort and even to pay online, the Company has already launched the travel portal www.proyatra.com. The response is very positive and will expect to grow in coming years. The Company has also applied for trade Mark Proyatra.com to establish company''s Brand in the market.

BRANCHES FOR FFMC:

Your Company, during the year has obtained License from Reserve Bank of India to open new branches at South Extension in addition to existing Branches in New Delhi, also at Gurgaon in Haryana and Indira Puram in Ghaziabad. Now the Company has decided to open around 50 branches all over India during the year to expand its business. These branches would focus on all travel needs of the customers even in India and abroad too.

FOREX BUSINESS:

Your Company is an RBI approved Foreign Exchange dealer and has been doing handsome business in currency conversion for clients. We wish to provide single window service to our clients which includes Air Tickets-both domestic and International, Currency Conversion, Visa Assistance. We have already opened additional branches in New Delhi, in Gurgaon and Indrapuram and are planning to open more branches to enhance the facilities of foreign exchanges.

OVERSEAS OFFICES:

The Company has been planning to open offices in overseas countries mainly in Bangkok, Pattaya, China and Hongkong etc. to promote the travel business. This would enable interactions with the suppliers directly and offer best rates for hotels, transport and cruise for the Indian tourist traveling abroad.

EXPANSION OF BUSINESS IN POWER TRADING:

Because of the importance of the electricity in the market, it has been decided that to start up a new venture in a company by diversifying its business to POWER TRADING. It is assumed that the response will be very positive and will expect to grow in coming years.

ACKNOWLEDGEMENTS:

The Directors acknowledge with appreciation, the co-operation and assistance received from the Government, Banks, Authorities and other Business Constituents and arcade during the year.

The Directors wish to place on record their appreciation of the contribution made by employees, customers and suppliers for their continuous support given by them to the Company at all levels during the period under report.

On behalf of the Board FOR PROVESTMENT SERVICES LIMITED

Sd/- Sd/- Sd/- (DEEPIKA RAJPUT) (ANIL LAKHANI) (PRAVEEN BHATIA) COMPANY SECRETARY DIRECTOR WHOLETIME DIRECTOR

Date: 02.09.2014 Place: New Delhi

---

Mar 31, 2012

The Directors have pleasure to present the 18th Annual Report along with audited accounts of the Company for the period ended 31st March, 2012.

FINANCIAL DATA

(In Rs.)

Current Year Previous Year (2011-2012) (2010-2011)

Profit before Depreciation 7157319 8325665

Less:- Depreciation 1579826 1530433

Profit/(Loss) before Tax 5577493 6795232

Less:- Provision for Tax 1062791 1520026

Less: Deferred Tax 795133 387684

Less: Transfer to Reserves 1500000 1500000

Profit/(Loss) after tax and 2219569 3387522 Current Year Previous Year (2011-2012) (2010-2011)

appropriation

Opening Balance 15294522 11907000

General Reserve 4500000 3000000

Reserve and Surplus carried to Balance 22014091 18294522

REVIEW OF PERFORMANCE

During the year 2011-12, your Company recorded profit before tax of Rs.55.77 Lacs (previous year Rs 67.95 Lacs). Although the Company is doing well but due to stiff competition in the market and reduction in commission on sale of tickets by the airlines companies our profit turns down this year.

DIVIDEND

The Directors in view of the current scenario to carry out the future plans it is necessary to conserve the resources. Your directors are of the opinion of retaining the profits for the year within the Company, and thus have not recommended any dividend for the year ended 31st March 2012.

DIRECTORS

In accordance with the provisions of The Companies Act, 1956 and Articles of Association of the Company Sh. Gaurav Bhatia retire by rotation at the ensuing Annual General Meeting and is eligible for reappointment. Mr. Gurdev Singh Vedi has resigned during the year. (Resignation w.e.f. 31.12.2011).

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to the Directors' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts for the financial year ended 31st march 2012 the applicable accounting standards had been followed and no material departure have been made from the same;

(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 the end of financial year and of the profit of the Company for the year under review;

(iii) That Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) That Director has prepared the annual accounts for the financial year ended 31st March, 2012 on a 'going concern' basis.

FIXED DEPOSITS

The Company has not accepted any deposit covered by Companies (Acceptance of Deposit) Rules, 1975.

DEMATERIALIZATION OF EQUITY SHARES

The company's equity shares are available for trading in the Depository system of both the National Securities Depository Limited (NSDL) and the central Depository Services (India) Limited (CDSL). The International Security Identification Number (ISIN) allotted by NSDL and CDSL to the company is INE438C01010. The Demat status of the Company as on March 31, 2012 is as under:-

Particulars No of Shares Percentage

Electronic Mode

NSDL 3500645 68.600

CDSL 340782 6.678

Total Demat Holding 3841427 75.278

Physical Mode 1261573 24.722

^Total Shares 5103000 100.00

CORPORATE GOVERNANCE

Your Company has successfully implemented the mandatory provisions of Corporate Governance in accordance with the provisions of Clause 49 of the Listing Agreement of the Stock Exchanges. Separate Report on Corporate Governance and Management Discussion & Analysis are included in the Annual Report and Certificate dated 14.08.2012 of the Auditors of your Company confirming the compliance of conditions of Corporate Governance is also annexed thereto.

PARTICULARS OF EMPLOYEES

There was no employee in respect of whom information is required to be given pursuant to section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended up-to-date.



AUDITORS

Ahuja Arun & Co. ,Chartered Accountants, the existing auditors of the Company retire at the conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment. Your Directors recommend their re- appointment. The Company has received audit report from Ahuja Arun & Co., Chartered Accountants and your directors do not observe any adverse remark therein.

INDUSTRIAL RELATIONS

During the year under review, your Company had amiable and pleasant industrial relations at all levels of the Organization.

SUBSIDIARY COMPANY

There was no Subsidiary Company during the year under review.

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

The information required under Section 217 (1) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

THE YEAR IN RETROSPECT

PROFOREX MONTHLY NEWS LETTER:

As your Company is RBI authorized Full Fledged Money Changers operating in India. This year we have completed 8 years of serving newsletter to our clients around 3000 copies every month to all business segments such as exporters, MNC's, professional organizations, traders, travel agents, Government organizations and other corporate and has gained substantial recognition.

PACKAGING EXHIBITIONS:

Your Company has also been carrying on end to end travel services for Packaging Exhibitions for clients engaged in the packaging industry. These Exhibitions include Drupa in Germany and CPHI in Shanghai etc.

WEBSITE:

Your company with a view to strengthen its brand image and also offer its prospective customers ease of navigation, had revamped its website, www.provestment.net and the website now neatly categorizes various businesses carried out by your company.

BSE INDONEXT LISTING AND TRADING:

The equity shares of the Company has been traded at the traded at BSE under INDONEXT SEGMENT w.e.f. 10th June, 2011 after obtaining its

principal approval for trading of 51,03,000 fully paid up equity shares of the Company.

TRAVEL INDUSTRY: A RETROSPECT

The recent global financial meltdown is definitely going to have an impact on the Indian economy as well and the tourism is usually a casualty in such troubled times. However, the Indian domestic and outbound travel industry still remains strong and is expected to tide over the crisis period much better. We have no doubts that given the proper importance and direction, the tourism and hospitality industry has the potential to emerge as the single largest employer in the country in the coming years.

FUTURE TRENDS IN INDIAN TRAVEL INDUSTRY

- Travel is the largest e-commerce category in India.

- Dynamic Packages by tour and travel agents will be one of the growth drivers for the industry this year.

- India is one of the most prospective markets for tourism in the world. There are so many India travel packages offered by India Tourism for foreigners all over India.

- India with its 8 per cent GDP growth rate and stable economy has witnessed an all around development, especially in the travel and tourism sector.

- In coming years, India will surely maintain and strengthen its positioning as a world tourism destination, thanks to the government and tourism initiatives and other such campaigns.

EXPANSION IN TRAVEL VERTICAL

Your Company realized the need for having all travel related services to cater to all types of clients and to improve more top line and bottom line of the Company. With this objective in mind, the Company has started FIT division (Free Independent Travel), GIT Division (Group Incentive Tours) along with specialized services to Corporate Clients. This has been very effective and the Company has added reputed Corporate Clients.

ONLINE TRAVEL PORTAL:

Because of the importance of online travel portal and its convenience to the customers to book Air Tickets at their comfort and even to pay online, the Company has launched the travel portal www.proyatra.com during the year. The response is very positive and will expect to grow in coming years.



BRANCHES FOR FFMC:

As your Company has obtained License from Reserve Bank of India to open four branches at Indira Puram (Ghaziabad), Jallandhar, Amritsar and Indore for full fledge money changers. This is to inform you that the operation at all the branches has started during the year. These branches would focus on all travel needs of the customers.

FOREX BUSINESS:

Your Company is an RBI approved Foreign Exchange dealer and has been doing handsome business in currency conversion for clients. We wish to provide single window service to our clients which includes Air Tickets-both domestic and International, Currency Conversion, Visa Assistance. We have already opened four branches in India to enhance the facilities of foreign exchanges.

OVERSEAS OFFICES:

The Company has been planning to open offices in overseas countries to promote the travel business. This would enable interactions with the suppliers directly and offer best rates for hotels, transport and cruise for the Indian tourist traveling abroad.

ACKNOWLEDGEMENTS:

Your Directors place on record their gratitude to the Government Departments, Company's Bankers for the assistance, co- operation and encouragement they extended to the company. For the continuing support and unstinting efforts of Investors, Dealers, Business Associates and Employees in ensuring an excellent all around operational performance, your directors also wish to place on records their sincere thanks and appreciation.

On behalf of the Board FOR PROVESTMENT SERVICES LIMITED

Sd/- Sd/- Sd/-

(DEEPIKA RAJPUT) (ANIL LAKHANI) (PRAVEEN BHATIA)

COMPANY SECRETARY DIRECTOR WHOLETIME DIRECTOR

Date: 14.08.2012 Place: New Delhi

---

Mar 31, 2011

Dear Members,

PERFORMANCE:

The Directors have pleasure to present the 17th Annual Report along with audited accounts of the Company for the period ended 31st March '2011.

FINANCIAL DATA

(In Rs.)

Current Year Previous Year (2010-2011) (2009-2010)

Profit before Depreciation 8325665 7161209

Less: - Depreciation 1530433 1430816

Profit/(Loss) before Tax 6795232 5730393

Less: - Provision for tax 1520026 1439977

Less: Prior Period Taxes 0 100000

Less: Deferred Tax 387684 419467

Profit/(Loss) after provisions 4887522 3801193

Opening Balance 11907000 9605807

Transfer to General Reserve 1500000 1500000

Profit /(Loss) carried to the Balance Sheet 15294522 11907000

REVIEW OF PERFORMANCE

During the year 2010-11 , your Company recorded profit before tax of Rs.67.95 Lacs (previous year Rs 57.30 lacs) representing a growth of 18.58% where as Profit after Tax recorded a growth of 28.57% which is quite remarkable achievement inspite of global slow down phase.

DIVIDEND

The Directors in view of the current scenario to carry out the future plans it is necessary to conserve the resources. Your directors are of the opinion of retaining the profits for the year within the Company, and thus have not recommended any dividend for the year ended 31st March 2011.

DIRECTORS

In accordance with the provisions of The Companies Act, 1956 and Articles of Association of the Company Shri Vinod Ralhan retire by rotation at the ensuing Annual General Meeting and is eligible for reappointment. However, Mr. Arvind Kumar Narang, Wholetime Director, has resigned from the Directorship of the Company w.e.f. 02.08.2011.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to the Directors’ Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts for the financial year ended 31st March 2011 the applicable accounting standards had been followed and no material departure have been made from the same;

(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 the end of financial year and of the profit of the Company for the year under review;

(iii) That Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) That Director has prepared the annual accounts for the financial year ended 31st March, 2011 on a 'going concern' basis.

FIXED DEPOSITS

The Company has not accepted any deposit covered by Companies (Acceptance of Deposit) Rules, 1975.

DEMATERIALIZATION OF EQUITY SHARES

The company's equity shares are available for trading in the Depository system of both the National Securities Depository Limited (NSDL) and the central Depository Services (India) Limited (CDSL). The International Security Identification Number (ISIN) allotted by NSDL and CDSL to the company is INE438C01010. The Demat status of the Company as on March 31, 2011 is as under:-

Particulars No of Shares Percentage

Electronic Mode

NSDL 3073559 60.23

CDSL 228518 04.47

Total Demat Holding 3302077 64.70

Physical Mode 1800923 35.30

Total Shares 51,03,000 100.00

CORPORATE GOVERNANCE

Your Company has successfully implemented the mandatory provisions of Corporate Governance in accordance with the provi- sions of Clause 49 of the Listing Agreement of the Stock Exchanges. Separate Report on Corporate Governance and Management Discussion & Analysis are included in the Annual Report and Certificate dated 18.08.2011 of the Auditors of your Company confirm- ing the compliance of conditions of Corporate Governance is also annexed thereto.

PARTICULARS OF EMPLOYEES

There was no employee in respect of whom information is required to be given pursuant to section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules,1975 as amended up-to-date.

AUDITORS

Ahuja Arun & Co. , Chartered Accountants, the existing auditors of the Company retire at the conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment. Your Directors recommend their re-appointment. The Company has received audit report from Ahuja Arun & Co., Chartered Accountants and your directors do not observe any adverse remark therein.

INDUSTRIAL RELATIONS

During the year under review, your Company had amicable and pleasant industrial relations at all levels of the Organization.

SUBSIDIARY COMPANY

There was no Subsidiary Company during the year under review.

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

The information required under Section 217 (1) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

THE YEAR IN RETROSPECT PROFOREX MONTHLY NEWS LETTER:

We are pleased to inform that amongst all RBI authorized Full Fledged Money Changers operating in India your Company is the first ones to start a newsletter on foreign exchange in the year 2003 which has completed 8 years of presence in the professional and corporate arena.

2500 copies of this newsletter is presently circulated to all business segments such as exporters, MNC's, professional organiza- tions, traders, travel agents, Government organizations and other corporate and has gained substantial recognition. Going further we intend to share our views and analysis to all existing corporate and top management personnel.

PACKAGING EXHIBITIONS:

Your Company specializes in arranging end to end travel services for Packaging Exhibitions for clients engaged in the packaging industry along with potential clients who wish to enter in this Industry. These Exhibitions include Canton Fair in China, Pack Expo in USA, Inter Pack in Germany.

WEBSITE REVAMP:

Your company with a view to strengthen its brand image and also offer its prospective customers ease of navigation, had revamped its website, www.provestment.net and the website now neatly categorizes various businesses carried out by your company.

BSE INDONEXT LISTING:

Your company with a view to offer marketability and liquidity for the shareholders, Exchange has granted its principal approval for trading of 51,03,000 fully paid up equity shares of the Company under BSE Indonext Segment. Hence, the listing of shares at BSE INDONEXT SEGMENT has been started from 10th day of June, 2011.

TRAVEL INDUSTRY: A RETROSPECT

The recent global financial meltdown is definitely going to have an impact on the Indian economy as well and the tourism is usually a casualty in such troubled times. However, the Indian domestic and outbound travel industry still remains strong and is expected to tide over the crisis period much better. We have no doubts that given the proper importance and direction, the tourism and hospitality industry has the potential to emerge as the single largest employer in the country in the coming years.

But regardless of these hindrances, India remains packed with potential and easily the most tantalising platform for travel ecom- merce growth.

FUTURE TRENDS IN INDIAN TRAVEL INDUSTRY

- Travel is the largest e-commerce category in India.

- Dynamic Packages by tour and travel agents will be one of the growth drivers for the industry this year.

- The industry is anticipating an increase in corporate travel for 2011-12, which would be a welcome boost in customer demand for the hospitality and travel sectors.

- In India, religious travel is not a niche it is akin to leisure travel.

- In 2011-12, India will surely maintain and strengthen its positioning as a world tourism destination, thanks to the government and tourism initiatives like ‘Incredible India’ and other such campaigns.

EXPANSION IN TRAVEL VERTICAL

Your Company realized the need for having all travel related services to cater to all types of clients and to improve more top line and bottom line of the Company. With this objective in mind, the Company has started FIT division (Free Independent Travel), GIT Division (Group Incentive Tours) along with specialized services to Corporate Clients. This has been very effective and the Company has added reputed Corporate Clients such as Educomp Group, A2Z Group and others.

ONLINE TRAVEL PORTAL:

Your Company has realized the importance of Online travel portal for the convenience of the customers to book Air Tickets at their comfort and even pay online. The travel portal www.proyatra.com is on the final stage of testing and we hope to launch the same very soon.

NEW BRANCHES:

Your Company has obtained Licence from Reserve Bank of India to open four branches at Indira Puram (Ghaziabad), Jallandhar, Amritsar and Indore. We are pleased to inform that two branches namely Indira Puram and Amritsar are operational as of now. The other two branches would be operational very soon. These branches would focus on all travel needs at local level with complete professional support from Head Office at New Delhi.

FOREX BUSINESS:

Your Company is an RBI approved Foreign Exchange dealer and has been doing handsome business in currency conversion for clients. We wish to provide single window service to our clients which includes Air Tickets-both domestic and International, Currency Conversion, Visa Assistance. Your Company is planning to offer sub dealership to travel agents in religious cities which attract lot of foreign tourists.

OVERSEAS OFFICES:

The Company has been planning to open offices in overseas countries to promote the travel business. The Company is in advanced stages of talks with interested concerns in USA for opening of your company's first overseas office. This would enable interactions with the suppliers directly and offer best rates for hotels, transport and cruise for the Indian tourist traveling abroad.

ACKNOWLEDGEMENTS:

The Directors acknowledge with appreciation, the co-operation and assistance received from the Government, Banks, Authorities and other Business Constituents and arcade during the year.

The Directors wish to place on record their appreciation of the contribution made by employees, customers and suppliers for their continuous support given by them to the Company at all levels during the period under report.

On behalf of the Board FOR PROVESTMENT SERVICES LIMITED

Sd/- Sd/- Sd/- (DEEPIKA RAJPUT) (ANIL LAKHANI) (PRAVEEN BHATIA) COMPANY SECRETATY DIRECTOR WHOLETIME DIRECTOR



Date : 18.08.2011 Place : New Delhi

---

Mar 31, 2010

PERFORMANCE:

The Directors have pleasure to present the 16th Annual Report along with audited accounts of the Company for the period ended 31st March 2010.

FINANCIAL DATA

(In Rs..) Current Year Previous Year (2009-2010) (2008-2009)

Profit before Depreciation 7182845 6017420

Less:- Depreciation 1430816 997830

/(Loss) before Tax 5752029 5019590

Less: - Provision for tax/deferred tax charge 1509732 (1064983)

Less: - FBT 0 (121053)

Less: - Provision for Gratuity 21636 (16443)

Adj: - For Deferred Tax Liabilities for the Year 419467 (486071)

Profit/(Loss) after provisions 3801193 3331041

Opening Balance 9605807 6274766

Transfer to General Reserve 1500000 0

Profi t/(Loss) carried to the Balance Sheet 11907000 9605807



REVIEW OF PERFORMANCE

During the year 2009-10 , your Company recorded profit before tax of Rs.57.52 Lacs (previous year Rs 50.19 lacs) representing a growth of 14.59% where as Profit after Tax recorded a growth of 14.11% which is quite remarkable achievement inspite of global slow down phase.

DIVIDEND

The Directors in view of the current scenario to carry out the future plans it is necessary to conserve the resources. Your directors are of the opinion of retaining the profits for the year within the Company, and thus have not recommended any dividend for the year ended 31st March 2010.

DIRECTORS

In accordance with the provisions of The Companies Act, 1956 and Articles of Association of the Company Shri Anil Lakhani retire by rotation at the ensuing Annual General Meeting and is eligible for reappointment.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to the Directors’ Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts for the financial year ended 31st March 2010 the applicable accounting standards had been followed and no material departure have been made from the same;

(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 the end of financial year and of the profit of the Company for the year under review;

(iii) That Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) That Director has prepared the annual accounts for the financial year ended 31st March, 2010 on a going concern’ basis.

FIXED DEPOSITS

The Company has not accepted any deposit covered by Companies (Acceptance of Deposit) Rules, 1975.

DEMATERIALIZATION OF EQUITY SHARES

The company’s equity shares are available for trading in the Depository system of both the National Securities Depository Limited (NSDL) and the central Depository Services (India) Limited (CDSL). The International Security Identification Number (ISIN) allotted by NSDL and CDSL to the company is INE438C01010. The Demat status of the Company as on March 31, 2010 is as under:

Particulars No of Shares Percentage

Electronic Mode

NSDL 481289 9.43

CDSL 93518 1.83

Total Demat Holding 574807 11.26

Physical Mode 4528193 88.74

Total Shares 51,03,000 100.00

CORPORATE GOVERNANCE

Your Company has successfully implemented the mandatory provisions of Corporate Governance in accordance with the provi- sions of Clause 49 of the Listing Agreement of the Stock Exchanges. Separate Report on Corporate Governance and Management Discussion & Analysis are included in the Annual Report and Certificate dated 17.07.2010 of the Auditors of your Company confirm- ing the compliance of conditions of Corporate Governance is also annexed thereto.

PARTICULARS OF EMPLOYEES

There was no employee in respect of whom information is required to be given pursuant to section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules,1975 as amended up-to-date.

AUDITORS

Ahuja Arun & Co. ,Chartered Accountants, the existing auditors of the Company retire at the conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment. Your Directors recommend their re-appointment. The Company has received audit report from Ahuja Arun & Co., Chartered Accountants and your directors do not observe any adverse remark therein.

INDUSTRIAL RELATIONS

During the year under review, your Company had amiable and pleasant industrial relations at all levels of the Organization.

SUBSIDIARY COMPANY

There was no Subsidiary Company during the year under review.

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

The information required under Section 217 (1) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

THE YEAR IN RETROSPECT

PROFOREX MONTHLY NEWS LETTER:

We are pleased to inform that amongst all RBI authorized Full Fledged Money Changers operating in India your Company is the first ones to start a newsletter on foreign exchange and therefore the response to our newsletter has been widespread and very encouraging.

2500 copies of this newsletter is presently circulated to all business segments such as exporters, MNC’s, professional organiza- tions, traders, travel agents, Government organizations and other corporate and has gained substantial recognition. Going further we intend to share our views and analysis to all existing corporate and top management personnel.

PACKAGING EXHIBITIONS:

Your Company specializes in arranging end to end consultancy services for clients engaged in the packaging industry for their end to end requirements. Your Company provides new ideas, concepts and new avenues for the corporate in the packaging industry. In this endeavor your Company organizes tours to world’s largest Packaging Exhibitions held at Las Vegas, namely PACK EXPO in the year 2009. Your Company has been providing consultancy to clients for various new products being developed in China and has been organizing tours for CANTON FAIR held in Peoples Republic of China.

WEBSITE REVAMP

Your company with a view to strengthen its brand image and also offer its prospective customers ease of navigation, had revamped its website, www.provestment.net and the website now neatly categorizes various businesses carried out by your company.

BSE INDONEXT LISTING:

Your company with a view to offer marketability and liquidity for the shareholders has decided to get its equity shares listed on the BSE INDONEXT Platform. Towards this end, we have entered into discussions with merchant bankers and we are at advanced stages of completing the documentation so as to enable the listing of shares at BSE INDONEXT Platform.

TRAVEL INDUSTRY: A RETROSPECT

The recent global financial meltdown is definitely going to have an impact on the Indian economy as well and the tourism is usually a casualty in such troubled times. However, the Indian domestic and outbound travel industry still remains strong and is expected to tide over the crisis period much better. We have no doubts that given the proper importance and direction, the tourism and hospitality industry has the potential to emerge as the single largest employer in the country in the coming years.

But regardless of these hindrances, India remains packed with potential and easily the most tantalising platform for travel ecom- merce growth.

FUTURE TRENDS IN INDIAN TRAVEL INDUSTRY

. The Indian online travel market will be US$7 billion by the end of 2011.

. Travel is the largest e-commerce category in India.

. In a complex and diverse marketplace with 28 states, 25 official languages and over one billion people, regional reach and local context trump national brands and strategies.

. In a strongly faithful culture, one out of five leisure travelers take religious pilgrimages.

. About US$130 million has been poured into the OTA (Online Travel Agency) space in the last 30 months, indicating the serious potential of online travel in the country.

. The Indian domestic air market will double in size from US$3.6 billion to reach $8 billion in 2011

. In India, religious travel is not a niche it is akin to leisure travel.

. Religious travel accounts for almost 20% of the total trips taken by the middle class in India.

. The travel problem in India is not only the air and hotel. It is the about the last mile. The bus segment has also seen the entry of online bus aggregators like Redbus and Ticketvala.com.

. India has been promoting its healthcare tourism by providing the visitors with private healthcare facilities. It is expected that the total market for medical tourism will reach US$ 2 Billion by 2012, representing a CAGR of 60.69%.

FUTURE PLANNING BY YOUR COMPANY

The economy in general and Travel Industry in particular is on the verge of recovery from the recession and your company is gearing up for the same as planned below:-

ONLINE TRAVEL PORTAL:

Your Company has realized the importance of Online travel portal for the convenience of the customers to book Air Tickets at their comfort and even pay online. The domain name www.protravel.in has been booked and the preparation for the launch is in ad- vanced stage now. We hope to start offering the travel portal service from the second half of this fiscal.

NEW BRANCHES:

Your Company has three outlets in Delhi to cater to the clients located in different parts of the city. Your Company has conceived plans to open branches in tier II cities and has shortlisted couple of places to commence operation within this year. This would give your company visibility for the Forex operations. This would help the Company to expand its base and generate more revenues for the Company.

FOREX BUSINESS:

Your Company is an RBI approved Foreign Exchange dealer and has been doing handsome business in currency conversion for clients. We wish to provide single window service to our clients which includes Air Tickets-both domestic and International, Currency Conversion, Visa Assistance. Your Company is planning to offer sub dealership to travel agents in religious cities which attract lot of foreign tourists.

OVERSEAS OFFICES:

The Company has been planning to open offices in overseas countries to promote the travel business. The Company is in advanced stages of talks with interested concerns in USA for opening of your company’s first overseas office. This would enable interactions with the suppliers directly and offer best rates for hotels, transport and cruise for the Indian tourist traveling abroad.

FOREX EDUCATION:

The Company has also signed MOU with a UK based Company in imparting education to people ,more specifically trading in Forex , Shares and Commodities in overseas market. We would like to highlight that Reserve Bank of India permit investment in shares, stock and Forex in overseas market to the tune of US $ 2, 00,000 under Liberalized Remittance Scheme.

ACKNOWLEDGEMENTS:

The Directors acknowledge with appreciation, the co-operation and assistance received from the Government, Banks, Authorities and other Business Constituents and arcade during the year.

The Directors wish to place on record their appreciation of the contribution made by employees, customers and suppliers for their continuous support given by them to the Company at all levels during the period under report.

On behalf of the Board FOR PROVESTMENT SERVICES LIMITED

Sd/- Sd/- Sd/- (DEEPIKA RAJPUT) (PRAVEEN BHATIA) (ARVIND KUMAR NARANG) COMPANY SECRETARY DIRECTOR WHOLETIME DIRECTOR Dat e: 17.07.2010 Place: New Delhi