Pashupati Cotspin Ltd Directors Report

Dear Members,

Your directors take pleasure in presenting the 8^th Annual Report on business and operations along with Audited Financial Statements and the Auditors 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:

Particulars for the year ended	March 31, 2025 (Standalone)	March 31, 2024 (Standalone)	March 31, 2025 (Consolidated)	March 31, 2024 (Consolidated)
Net revenue from Operations (Sales)	65066.67	65837.68	63749.09	66067.98
Profit Before Depreciation, Exceptional Item and Tax	2577.17	2250.19	2609.18	2299.36
Less: Depreciation	882.95	1133.02	914.82	1182.35
Profit Before Extra - ordinary Itwems and Tax	1694.22	1117.17	1694.36	1117.01
Extra Ordinary Items	0.00	0.00	0.00	0.00
Profit Before Tax	1694.22	1117.17	1694.36	1117.01
Tax Expense - Current Tax		23.02		23.02
Less: MAT Credit Receivable	-	263.76	-	-
- Deferred Tax	429.21	-	429.21	263.76
- Short/(Excess) provision of tax	(23.02)	-	(23.02)	-
Profit After Tax	1288.03	830.39	1288.17	830.23
EPS (Basic) (in Rs.)	8.31	5.43	8.31	5.43
EPS (Diluted) (in Rs.)	8.31	5.43	8.31	5.43

2. Overview of Companys Financial Performance:

During the year under review, your Company recorded a total net sales of Rs. 63,670.28 lakhs (Standalone) and reported a Net Profit after Tax (PAT) of Rs. 1,288.03 lakhs (Standalone). The Board of Directors remains optimistic about the Companys 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 Companys 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 Rs. 0.50 (Fifty Paisa) per equity share of face value of Rs. 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 NonExecutive 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 Companys 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 Boards 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 companys 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 reappointed 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 arms 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. Managements Discussion and Analysis Report

The Managements 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 Companys affairs, forms part of this Report and is annexed hereto as Annexure-D.

24. State of The Companys 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 Companys 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 arms 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 Companys 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 Companys 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 Companys 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.

Name of the Policy	Brief Description
Whistle Blower or Vigil Mechanism Policy	The policy is meant for directors, employees and stakeholders of the Company to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct and ethics amongst others.
Policy for Related Party Transactions	The policy regulates all transactions taking place between the Company and its related parties in accordance with the applicable provisions.
Policy for determination of materiality of events	This policy applies for determining and disclosing material events taking place in the Company.
Code of conduct for Director(s) and Senior Management Personnel	The Policy is aimed to formulate a Code of Conduct for the Directors and Senior Management Personnel to establish highest standard of their ethical, moral and legal conduct in the business affairs of the Company.
Nomination and Remuneration Policy	The policy formulates the criteria for determining qualifications/competencies/positive attributes and independence related to the appointment, removal and remuneration of a Director (Executive / Non-Executive) and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other employees covered under the prescribed criteria, if any.
Code of Conduct for Prohibition of Insider Trading	The Policy provides for framework for dealing with the securities of the Company in mandated manner.

These policies are available on the Companys 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 Companys securities and provides guidelines on the handling and communication of Unpublished Price Sensitive Information ("UPSI"). It also covers the Companys 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 Directors Report:

A. Annexure A - Secretarial Auditors 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 Companys 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.