Your directors take pleasure in presenting the 8^th Annual Report on business and operations along with Audited Financial Statements and the
Auditor's report of your Company for the financial year ended 31^st March, 2025.

1. Financial Results

Financial Performance of the company for the year ended 31^st March 2025 is summarized as below:

2. Overview of Company's Financial Performance:

During the year under review, your Company recorded a total
net sales of ' 63,670.28 lakhs (Standalone) and reported a Net
Profit after Tax (PAT) of ' 1,288.03 lakhs (Standalone). The Board of
Directors remains optimistic about the Company's performance
and growth prospects in the coming years.

3. Share Capital:

During the year under review, the authorised share capital of
the Company was increased from '15,50,00,000 (Rupees Fifteen
Crore Fifty Lakh only) divided into 1,55,00,000 (One Crore Fifty-
Five Lakh) equity shares of '10 each, to '16,00,00,000 (Rupees
Sixteen Crore only) divided into 1,60,00,000 (One Crore Sixty
Lakh) equity shares of '10 each, by creation of an additional
5,00,000 (Five Lakh) equity shares of '10 each, duly approved
by the shareholders of the Company through postal ballot on
September 7, 2024. The newly created shares rank pari-passu in
all respects with the existing equity shares.

Further, during the year, the Company allotted 5,00,000 (Five
Lakh) equity shares of face value '10 each at a premium of '471
per share, aggregating to '24,05,00,000 (Rupees Twenty-Four
Crore Five Lakh only), to eligible Qualified Institutional Buyers
(QIBs), pursuant to the approval of shareholders through postal

ballot on September 7, 2024. Consequent to this allotment, the
paid-up share capital of the Company as on March 31, 2025
stood at '15,78,40,000 (Rupees Fifteen Crore Seventy-Eight Lakh
Forty Thousand only) divided into 1,57,84,000 (One Crore Fifty-
Seven Lakh Eighty-Four Thousand) equity shares of '10 each.

As the Members are aware, the equity shares of the Company are
compulsorily held and traded in electronic form. As on March 31,
2025, 100% of the Company's paid-up share capital, comprising
1,57,84,000 equity shares, was held in dematerialised form.

4. Dividend:

Your Directors are pleased to recommend a Final Dividend of
' 0.50 (Fifty Paisa) per equity share of face value of ' 10/- each
(i.e., 5.00%) for the financial year ended 31^st March, 2025, subject
to approval of the Members at the ensuing 8^th Annual General
Meeting.

The Final Dividend, if approved by the Members at the Annual
General Meeting scheduled on 30^th September, 2025, will be
paid to those Members whose names appear in the Register
of Members as on the Book Closure/Record Date fixed by the
Company for the purpose of the 8^th AGM and payment of Final
Dividend.

5. Migration

As on March 31, 2025, the equity shares of your Company were
listed solely on the SME Platform of the National Stock Exchange
of India Limited (NSE Emerge). Subsequent to the closure of the
financial year 2024-25 and prior to the approval of this Report,
the Company successfully migrated from NSE Emerge to the
Main Board of both the National Stock Exchange of India Limited
(NSE) and BSE Limited (BSE), with effect from July 17, 2025.

Pursuant to the migration, the Company has adopted the Indian
Accounting Standards ("Ind AS") effective from April 1,2025, with
the date of transition being April 1, 2024, in accordance with
the Companies (Indian Accounting Standards) Rules, 2015 (as
amended), notified under Section 133 of the Companies Act,
2013, read with the relevant rules thereunder. The adoption has
also been carried out in compliance with Regulation 33 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015, along with the applicable provisions and guidance issued
thereunder. The financial results of the Company for the quarter
ended June 30, 2025, prepared in accordance with Ind AS, were
duly approved by the Board of Directors at its meeting held on
August 13, 2025.

6. Dividend Distribution Policy:

In accordance with Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) (Second Amendment)
Regulations, 2016, the requirement to formulate and disclose
a Dividend Distribution Policy is applicable only to the top
1,000 listed companies based on market capitalization. As the
Company does not fall within the said threshold, the provisions
of Regulation 43A are not applicable to it.

However, as part of its commitment to good corporate
governance and to ensure transparency for its stakeholders, the
Company has voluntarily formulated and adopted a Dividend
Distribution Policy. The said policy has been placed on the
website of the Company www.pashupaticotspin.com.

7. Transfer of Unclaimed Dividend to Investor
Education and Protection Fund:

Since there were no unpaid or unclaimed dividends during
the year under review that were required to be transferred to
the Investor Education and Protection Fund, the provisions of
Section 125 of the Companies Act, 2013 are not applicable to
the Company.

8. Change in the nature of business, if any:

There has been no change in the nature of business carried out
by the Company during the financial year 2024-25.

9. Amounts Transferred to Reserves:

In accordance with the provisions of Section 134(3)(j) of the
Companies Act, 2013 ("the Act"), the Board of Directors of the
Company has not proposed to transfer any amount to the
General Reserves of the Company for the financial year 2024-25.

10. Public Deposit:

During the year under review, the Company has not accepted or
renewed any deposits falling within the purview of Section 73
of the Companies Act, 2013 ("the Act") read with the Companies
(Acceptance of Deposits) Rules, 2014. Accordingly, the disclosure
relating to non-compliance with the requirements of Chapter V
of the Act is not applicable to the Company.

11. Particulars of loan, Guarantees or Investment
made under Section 186:

The details of the loans, guarantees and investments are
provided in the note no 12 to the audited financial statements
annexed with the Annual Report.

12. Annual Return:

Pursuant to the provisions of Section 134(3)(a) and Section 92 of
the Act read with Rule 12 of the Companies (Management and
Administration) Rules, 2014, Annual Return of the Company as at
31^st March, 2025 is available on the website of the Company at
https://pashupaticotspin.com/annual-return

13. Directors & Key Management Personnel:

Board of Directors

As on March 31, 2025, the Board of your Company comprised
five members, consisting of two Executive Directors, one Non¬
Executive Director and two Independent Directors, including
one Woman Director.

The details relating to the composition of the Board and
its Committees, the tenure of Directors, and other relevant
information are provided in the Corporate Governance Report,
which forms an integral part of this Annual Report.

In compliance with the requirements of the SEBI Listing
Regulations, the Board has identified the core skills, expertise, and
competencies of its directors in the context of the Company's
business for effective governance and strategic guidance. These
details are elaborated in the Corporate Governance Report.

Appointment / Cessation of Directors / Key Managerial
Personnel (KMPs)

Re-appointment of Directors

In accordance with the provisions of Section 152 of the
Companies Act, 2013 ("the Act") read with the rules made
thereunder and the Articles of Association of the Company,
Mr. Saurin Jagdish Bhai Parikh (DIN: 02136530) is liable to retire
by rotation at the ensuing Annual General Meeting ("AGM") and,
being eligible, has offered himself for re-appointment.

Mr. Saurin Jagdishbhai Parikh (DIN: 02136530) and Mr. Tushar
Rameshchandra Trivedi (DIN: 06438707) have been re-appointed
as the Managing Director and Whole-time Director respectively
of the Company, for a further period of three (3) years with effect
from July 03, 2025 up to July 02, 2028. The said re-appointments
were duly approved by the Members of the Company through a
Postal Ballot resolution passed on April 24, 2025.

Appointment of Directors

After the close of the financial year 2024-25 and before the
approval of this Report, pursuant to the recommendation of the
Nomination and Remuneration Committee (NRC), the Board of
Directors appointed Mr. Ripple Jamnadas Patel (DIN: 00578651)
as an Independent Director of the Company in accordance
with the provisions of Section 149 of the Companies Act, 2013,
read with the Companies (Appointment and Qualification of
Directors) Rules, 2014. His appointment, effective from April 7,
2025, is for a term of five (5) consecutive years, i.e., up to April
6, 2030. The appointment was duly approved by the Members
of the Company by way of a Postal Ballot resolution passed
on May 08, 2025.

Appointment and Cessation of Key Managerial
Personnel (KMPs)

During the year, Mr. Nisarg Dineshkumar Shah (ACS: 62088)
ceased to be the Company Secretary and Compliance Officer
of the Company with effect from November 18, 2024. Pursuant
to the recommendation of the Nomination and Remuneration
Committee (NRC), the Board appointed Mrs. Bijal Kaivan Thakkar
(ACS: 52499) as the Company Secretary and Compliance Officer
of the Company with effect from November 18, 2024.

Subsequently, Mrs. Bijal Kaivan Thakkar resigned from the said
position and accordingly ceased to be the Company Secretary
and Compliance Officer of the Company with effect from
August 13, 2025.

Declarations by Independent Directors

Your Company has received necessary declarations from all its
Independent Directors confirming that:

• They meet the criteria of independence as prescribed
under Section 149(6) of the Act and Regulation 16(1)(b) of
the SEBI Listing Regulations; and

• There has been no change in circumstances affecting
their independence during the year.

Additionally, Independent Directors have also confirmed
compliance with Rules 6(1) and 6(2) of the Companies
(Appointment and Qualification of Directors) Rules, 2014, with
their names duly registered in the databank of Independent
Directors maintained by the Indian Institute of Corporate
Affairs (IICA).

Key Managerial Personnel (KMPs)

As on the date of this Report, the following are the Key
Managerial Personnel (KMPs) of the Company pursuant to
Sections 2(51) and 203 of the Act:

Mr. Saurin Jagdish Bhai Parikh Managing Director

Mr. Tushar Rameshchandra Trivedi Whole-Time Director
Mr. Hareshkumar Rameshchandra Shah Chief Financial Officer

14. Committees of Board:

As required under the Companies Act, 2013 ("the Act") and
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations"), the Company has
constituted various statutory committees of the Board. As on
March 31, 2025, the following Committees were in place:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders' Relationship Committee

• Corporate Social Responsibility Committee

Details of all the committees such as terms of reference,
composition, and meetings held during the year under review
are disclosed in the Corporate Governance Report, which forms
part of this Integrated Annual Report.

15. Number of meetings of the Board

The Board met 7 (seven) times during the year under review.
The intervening gap between the meetings did not exceed 120
days, as prescribed under the Act and SEBI Listing Regulations.
The details of board meetings and the attendance of the
Directors are provided in the Corporate Governance Report,
which forms part of this Annual Report.

16. Independent Directors' Meeting

The Independent Directors met on March 20, 2025, without
the attendance of Non-Independent Directors and members
of the management. The Independent Directors reviewed the
performance of Non-Independent Directors, the Committees
and the Board as a whole along with the performance of the
Chairman of your Company, taking into account the views of
Executive Directors and Non-Executive Directors and assessed
the quality, quantity and timeliness of flow of information
between the management and the Board that is necessary for
the Board to effectively and reasonably perform their duties.

17. Board Evaluation

The Board has adopted a formal mechanism for evaluating
its own performance, as well as that of its Committees and
individual Directors, including the Chairman. The evaluation
was carried out through a structured process covering various
aspects of the Board's functioning such as composition of
the Board and its Committees, diversity of experience and
competencies, performance of specific duties and obligations,
contribution at meetings and otherwise, independent
judgment, and governance practices.

A separate meeting of Independent Directors was held,
where the performance of the Board as a whole and that of
the Chairman was reviewed, taking into account the views
of Executive and Non-Executive Directors. Thereafter, at the
subsequent Board meeting, the performance of the Board,

its Committees, and individual Directors was discussed. The
performance evaluation of Independent Directors was carried
out by the entire Board, excluding the Director being evaluated.

18. Details of significant and material orders passed
by the regulators or courts or tribunals impacting
the going concern status and company's
operations in future

During the year under review, no significant or material orders
were passed by the regulators, courts or tribunals which
would impact the going concern status of the Company or its
future operations.

19. 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

There have been no material changes and commitments
affecting the financial position of the Company between the
end of the financial year and the date of this Report.

20. 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 year under review, no instance of One-Time
Settlement (OTS) or valuation at the time of availing or
discharging loans from Banks/Financial Institutions was
undertaken. Hence, the requirement of providing such details
does not arise.

21. Auditors
Statutory Auditors

M/s. Mahendra N. Shah & Co., Chartered Accountants (Firm
Registration No. 105775W), were appointed as Statutory Auditors
of the Company to hold office until the conclusion of the 11^th
Annual General Meeting (AGM) to be held in the year 2028.

The Company has received a confirmation from M/s. Mahendra
N. Shah & Co., to the effect that they are not disqualified from
continuing as Statutory Auditors of the Company

The Notes on Financial Statements referred to in the Auditors'
Report are self-explanatory and do not call for any further
comments. The Auditors' Report does not contain any
qualification, reservation or adverse remark. Further, no fraud
has been reported by the Auditors in their report for the
financial year ended 31^st March, 2025.

Internal Auditors

M/s. Sandip Desai & Co, Chartered Accountants (Firm
Registration No. 111812W), acted as the Internal Auditors of
the Company for the financial year 2024-25. Internal Auditors

are appointed annually by the Board of Directors, based on
the recommendation of the Audit Committee. The Internal
Audit reports and their findings are placed before the Audit
Committee on a quarterly basis for review. The scope of Internal
Audit is also reviewed and approved by the Audit Committee
from time to time.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act,
2013, read with the rules made thereunder, the Board had re¬
appointed CS Devesh Khandelwal, Proprietor of M/s. Khandelwal
Devesh & Associates, Practicing Company Secretaries (C.P. No.
4202), as the Secretarial Auditor of the Company for the financial
year 2024-25 at its meeting held on 25^th May, 2024.

However, due to the surrender of his Certificate of Practice, CS
Devesh Khandelwal tendered his resignation with effect from
3^rd April, 2025, which was duly noted and taken on record by the
Board at its meeting held on 7^th April, 2025.

In light of the above, the Company has appointed CS Janki
Shah, Proprietor of M/s. SJV & Associates, Practicing Company
Secretaries (C.P. No. 10836), as the new Secretarial Auditor of the
Company for the financial year 2024-25, in view of her extensive
experience and professional expertise in the field of secretarial
audit. The Secretarial Audit Report for the year under review
forms part of this Report and is annexed as Annexure-A.
Further, the company has complied with secretarial standards
applicable to the extent applicable to the company. Annual
Secretarial Compliance Report issued in terms of provisions of
Regulation 24A of SEBI LODR is attached as Annexure - B.

Further, pursuant to the amended Regulation 24A of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015, and subject to the approval of the members at the
ensuing Annual General Meeting, the Board has appointed
CS Janki Shah, Proprietor of M/s. SJV & Associates, Practicing
Company Secretaries (Peer Review Certificate No. 1282/2021),
as the Secretarial Auditor of the Company for a term of five
(5) consecutive financial years, commencing from FY 2025-26
till FY 2029-30.

CS Janki Shah has confirmed that she is not disqualified from
being appointed as a Secretarial Auditor and is eligible to hold
office as such under the applicable provisions of law.

Cost Auditors

Pursuant to Section 148 and other applicable provisions of
the Companies Act, 2013 ("the Act") read with the Companies
(Audit and Auditors) Rules, 2014, the Board of Directors has
appointed M/s. Ashish Bhavsar & Associates, Cost Accountants
(FRN: 000387), as the Cost Auditors of the Company to conduct
audit of the cost records of the Company.

The Company has received consent from M/s. Ashish Bhavsar
& Associates to act as the Cost Auditors along with a certificate

confirming their independence and arm's length relationship.
The Ordinary Resolution seeking members' approval for the
remuneration payable to the Cost Auditors forms part of the
Notice of this AGM.

Reporting of Frauds by Auditors

During the year under review, the Auditors have not reported
any instances of fraud committed against the Company by its
officers or employees to the Audit Committee or the Board of
Directors under Section 143(12) of the Companies Act, 2013.

22. Particulars of Employees

The information required under Section 197 of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 forms
part of this Report as Annexure - C. Further, during the
financial year under review, no employee of the Company was
in receipt of remuneration exceeding the limits specified under
Rule 5(2) of the said Rules. Accordingly, the disclosure required
under Rule 5(2) and Rule 5(3) is not applicable.

23. Management's Discussion and Analysis Report

The Management's Discussion and Analysis Report for the year
under review, as stipulated under Regulation 34(2)(e) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015 ("Listing Regulations"), which, inter alia, covers the state of
the Company's affairs, forms part of this Report and is annexed
hereto as Annexure-D.

24. State of The Company's Affairs

The state of the Company affairs forms an integral part of
Management Discussion and Analysis Report is furnished in
Annexure-D and is attached to the report.

25. Conservation of energy, technology absorption
and foreign exchange earnings and outgo

The information relating to conservation of energy, technology
absorption, and foreign exchange earnings and outgo as
required under Section 134(3)(m) of the Companies Act, 2013,
read with Rule 8 of the Companies (Accounts) Rules, 2014, as
amended, is provided in Annexure-E to this Report.

26. Corporate Social Responsibility (CSR)

As part of its Corporate Social Responsibility (CSR) initiatives,
the Company has continued its efforts towards the social and
economic development of villages and communities located
near its operations. Our focus remains on improving their
quality of life and meeting the development needs of the
local community.

At our Company, CSR is not merely a statutory obligation;
it is a core approach to sustainable existence. We view
CSR as a creative opportunity to strengthen our business
fundamentals while contributing positively to society.
Through these initiatives, we aim to create meaningful social,
environmental, and economic impact. Our guiding principle

is to build a sustainable and improved life for the weaker and
underprivileged sections of society.

The Company has constituted a CSR Committee and framed
a comprehensive CSR Policy in accordance with statutory
requirements. The composition of the CSR Committee is
provided in the Corporate Governance Report. Detailed
information on the CSR Policy and the activities undertaken by
the Company during the year is annexed as Annexure-F to the
Directors' Report.

The CSR Policy is also available on the Company's website at:
https://pashupaticotspin.com/pdf/company-policies/
corporate-social-responsibility-policy.pdf

27. Particulars of contracts or arrangements with
related parties

All related party transactions entered into by the Company
during the financial year were on an arm's length basis and in
the ordinary course of business. Accordingly, the disclosure of
such transactions as required under Section 134(3)(h) of the
Companies Act, 2013 read with Rule 8(2) of the Companies
(Accounts) Rules, 2014, in Form AOC-2, is annexed herewith as
Annexure-G to this Report.

28. Subsidiary, Joint Ventures and Associate
Companies:

A list of bodies corporate which are subsidiaries/associates/joint
ventures of your Company is provided as part of the notes to
consolidated financial statements.

Pursuant to the provisions of Section 129, 134 and136 of the Act
read with rules made there under and Regulation 33 of the SEBI
Listing Regulations, your Company has prepared consolidated
financial statements of the Company and a separate statement
containing the salient features of financial statement of
subsidiaries, joint ventures and associates in Form AOC-1, is
annexed herewith as Annexure-H to this Report.

29. Statement regarding the development and
implementation of Risk Management Policy

The Company has not developed and implemented any formal
risk management policy, as the nature and extent of risks
threatening the business activities carried out by the Company
during the year under review were considered minimal.
However, the Board periodically reviews business risks and takes
appropriate measures to mitigate them as and when required.

30. Internal Financial Control and their adequacy

The Company has established and implemented a process-
driven framework for Internal Financial Controls ("IFC") within
the meaning of Section 134(5)(e) of the Companies Act, 2013.
For the financial year ended March 31, 2024, the Board is of
the opinion that the Company has adequate and effective
IFC commensurate with the nature, size, and complexity of its
business operations. These controls were operating effectively
and no material weaknesses were observed.

The Company has put in place procedures for ongoing
monitoring and review of the IFC framework to ensure
timely identification of any gaps and to implement necessary
improvements, wherever required, so that such gaps do not
materially affect the Company's operations.

During the year under review, no reportable material weakness
in the design or operation of IFC was observed.

31. Directors' Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board
of Directors of the Company hereby state and confirm that:

a) in the preparation of the annual financial statements for
the financial year ended March 31, 2025, the applicable
accounting standards have been followed and no
material departures have been made therefrom;

b) the Directors have 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 and of the profit of the
Company for that year;

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,
2013, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d) the annual financial statements have been prepared 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 are adequate and operating effectively.

32. Listing:

As on March 31, 2025, the equity shares of the Company were
listed solely on the National Stock Exchange of India Limited
(NSE Emerge). The Company had duly paid the annual listing
fees for the financial year 2024-25.

Subsequent to the closure of the financial year 2024-25 and
prior to the approval of this Report, the Company successfully
migrated from NSE Emerge to the Main Board of both the
National Stock Exchange of India Limited (NSE) and BSE
Limited (BSE) with effect from July 17, 2025. The Company has
also paid the listing fees to both the Stock Exchanges for the
financial year 2025-26.

33. Prevention of Sexual Harassment at Workplace:

In compliance with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition & Redressal) Act,
2013 and the rules made thereunder, your Company has duly
constituted an Internal Complaints Committee ("ICC") which
is entrusted with the responsibility of addressing complaints
pertaining to sexual harassment at the workplace.

Your directors further state and confirm that during the year
under review, there were no complaints reported under the
provisions of the said Act.

The disclosures with respect to complaints pertaining to sexual
harassment for the financial year 2024-25 are as under:

a. Number of complaints pending at the beginning of the
financial year - Nil

b. Number of complaints filed during the financial year - Ni

c. Number of complaints disposed of during the
financial year - Nil

d. Number of complaints pending at the end of the
financial year - Nil

34. Vigil Mechanism/ Whistle Blower Policy:

The Company is committed to conducting its affairs in a fair
and transparent manner, fostering professionalism, honesty,
integrity, and ethical behaviour among its employees and
stakeholders. In line with this commitment, the Company has
adopted a Whistle Blower Policy as part of its vigil mechanism.

Further, the Code of Business Conduct ("the Code") sets out
important corporate ethical practices that guide the Company's
value system and business functions, and embody the core
values of the Company.

During the financial year ended March 31, 2025, no whistle
blower complaints were received from any employee or Director
of the Company. The Board also confirms that no employee
or Director was denied access to the Audit Committee or its
Chairman under the vigil mechanism.

35. Human resources

Your Company considers its human resources as the most
valuable asset and a key driver in achieving its strategic
objectives. In line with this belief, the Company places strong
emphasis on attracting, nurturing, and retaining high-quality
talent. The work environment is designed to empower
employees, encourage innovation, and motivate them to
consistently deliver higher levels of performance.

The commitment and dedication of employees continue to be
the driving force behind the Company's growth and vision. The
Board places on record its appreciation for the enthusiasm, hard
work, and contribution of the employees at all levels.

36. Corporate Governance

As on March 31, 2025, the equity shares of your Company
were listed solely on the SME Platform of the National Stock
Exchange of India Limited (NSE Emerge). Accordingly, in terms of
Regulation 15(2) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the
compliance requirements relating to Corporate Governance,
as specified under Regulations 17 to 27, clauses (b) to (i) of
Regulation 46(2), and Paras C, D and E of Schedule V, were not
applicable to the Company.

Subsequent to the closure of the financial year 2024-25 and
prior to the approval of this Report, the Company successfully

migrated from NSE Emerge to the Main Board of both the
National Stock Exchange of India Limited (NSE) and BSE Limited
(BSE), with effect from July 17, 2025.

With the migration to the Main Board, your Company reaffirms
its unwavering commitment to adopt and maintain the highest
standards of corporate governance practices. The Corporate
Governance Report, as required under the SEBI Listing
Regulations, is annexed herewith as Annexure-I to this Report.
The said Report is accompanied by a certificate issued by the
Secretarial Auditor, confirming compliance with the prescribed
conditions of Corporate Governance.

37. VARIOUS POLICIES OF THE COMPANY

In accordance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and the Companies Act, 2013, the Company has formulated and implemented various policies to ensure good governance
and transparency in its operations.

These policies are available on the Company's website at www.pashupaticotspin.com, under the "Company Information" section of the
"Investor" tab. The Board periodically reviews these policies and updates them, as and when required, to align with regulatory requirements
and business needs.

38. Code for Prevention of Insider Trading:

Your Company has adopted a Code of Conduct to Regulate,
Monitor and Report Trading by Designated Persons and their
Immediate Relatives ("the Code") in compliance with the
requirements of the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015.

The Code, inter alia, prescribes the procedures to be followed by
designated persons while trading or dealing in the Company's
securities and provides guidelines on the handling and
communication of Unpublished Price Sensitive Information
("UPSI"). It also covers the Company's obligation to maintain
a Structured Digital Database (SDD), establishes mechanisms
for the prevention of insider trading, and outlines processes

for sensitizing designated persons about the significance and
confidentiality of UPSI.

To strengthen awareness and ensure compliance, the Company
has been conducting regular training sessions for all designated
persons, thereby enabling them to identify, understand
and discharge their obligations effectively under the Insider
Trading Regulations.

39. Secretarial Standards

During the year under review, your Company has complied
with all the applicable provisions of Secretarial Standard-1
and Secretarial Standard-2 issued by the Institute of Company
Secretaries of India.

40. General Disclosures

Neither the Executive Chairman nor the CEO of the Company
received any remuneration or commission from any of the
subsidiaries of the Company.

The Directors state that no disclosure or reporting is required in
respect of the following items, as there were no transactions or
events of these nature during the year under review:

1. Issue of equity shares with differential rights as to
dividend, voting, or otherwise.

2. Issue of shares (including sweat equity shares) to
employees of the Company under any scheme.

3. Significant or material orders passed by regulators, courts,
or tribunals which impact the going concern status or the
operations of the Company in the future.

4. Voting rights not directly exercised by employees in
respect of shares for which loans were provided by
the Company (as no scheme exists under Section
67(3)(c) of the Companies Act, 2013, enabling such
beneficial ownership).

5. Applications made or proceedings pending under the
Insolvency and Bankruptcy Code, 2016.

6. One-time settlement of loans obtained from banks or
financial institutions.

7. Revision of financial statements or Directors' Report
of the Company.

41. Enclosures:

The following documents are annexed hereto and form an
integral part of the Director's Report:

A. Annexure A - Secretarial Auditor's Report in Form No.
MR-3

B. Annexure B - Annual Secretarial Compliance Report

C. Annexure C - Details of personnel/particulars of
employees

D. Annexure D - Management Discussion and Analysis
Report (MDAR) / State of the Company's affairs

E. Annexure E - Conservation of energy, technology
absorption and foreign exchange earnings and outgo

F. Annexure F - Report on CSR Policy and activities
undertaken

G. Annexure G - Form AOC-2: Particulars of contracts or
arrangements with related parties

H. Annexure H - Form AOC-1: Statement containing salient
features of the financial statements of subsidiaries/joint
ventures

I. Annexure I - Corporate Governance Report

42. Acknowledgement

The Directors express their sincere gratitude for the guidance,
support, and assistance received from the Government of India,
the governments of various states, concerned government
departments, financial institutions, and banks. The Directors
also thank the esteemed shareholders, customers, suppliers,
and business associates for their continued trust and confidence
in the Company.

By Order of the Board of Directors
For, Pashupati Cotspin Limited

Sd/-

Saurin Jagdish Bhai Parikh

Date: 30/08/2025 Chairman & Managing Director

Place: Ahmedabad DIN: 02136530