Pasupati Fincap Ltd Directors Report

Dear Members,

Your directors take pleasure in presenting the 30^th Annual Report on the business and operations of your Company along with the Annual Audited Financial Statements for the financial year ended 31^st March 2025.

Financial Summary of the Company

The performance of the Company for the financial year ended on 31^st March, 2025 is summarized below:

Particulars	Year ended 31.03.2025	Year ended 31.03.2024
	(In Lacs)	(In lacs)
Income (Gross)	0.075	6.5016
Expenditure	3 5.2696	18.0243
Profit/(Loss) before Exceptional and extraordinary Items and tax	(35.1946)	(11.5227)
Less:- Tax Expense
Current Tax/Mat	-	-
Deferred Tax Adjustment-Cr/Dr)	-	-
Tax Adjustments for Earlier Year	-	-
Profit/ (Loss) after Tax	(35.1946)	(11.5227)

Dividend

No dividend was declared for the current financial year by the company.

Special Resolution passed through postal ballot

No special resolution was passed through postal ballot during the Financial Year 2022-23. None of the businesses proposed to be transacted in the ensuing Annual General Meeting require passing a special resolution through postal ballot.

Reserves

The Company has not transferred any amount from the statement of profit and loss to general reserve during the year under review.

Change in the nature of business

The Company is engaged in the business to acquire, lease, exchange, or otherwise legally obtain land, buildings, flats, offices, and structures, and develop, maintain, or dispose of them through sales, leases, mortgages, or rentals. It may operate as a property developer and commission agent, engaging in buying, selling, trading, and developing residential and commercial properties, housing schemes, townships, cooperatives, or markets and there has been no change in business during the year under review by the Company.

However, in the ensuing AGM, the Directors of the company proposes to alter the Object Clause of the Memorandum of Association of the Company fully and entirely and consequently, the company shall engage in the business of operating as a diversified textile and plastic enterprise, encompassing the entire value chain?manufacturing, processing, trading, distribution, and agency services in textiles (yarns, fabrics, garments, medical textiles) and plastic products?while also managing assets and industrial infrastructure.

Significant & Material Orders Passed bv the Regulators or Courts or Tribunals Impacting the Going Concern Status of the Company

No significant and material orders were passed by any Regulator(s) or Court(s) or Tribunal(s) which would impact the going concern status of the Company.

Material changes and commitments, if anv. 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.

No material changes and commitment affecting the financial position of the company have occurred between the end of the financial year to which these financial statements relate and the date of this report.

Details of Subsidiarv/Ioint Venture/ Associate Companies

During the year under review, the Company has no Subsidiary/Joint Venture/ Associate Company.

Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement

The Company has no subsidiaries, associates and joint venture companies so this point is not applicable on the Company.

Details in Respect of Frauds Reported bv Auditors under Sub-Section f!21 Of Section 143 other than those which are Reportable to The Central Government

Auditors have not reported any fraud during the year under review.

Public Deposits

During the year under review, the Company has not accepted any deposit under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and as per SEBI (LODR) Regulations 2015, a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as Stakeholders Relationship Committee. The Directors expressed their satisfaction with the evaluation process.

Particulars of Loans. Guarantees or Investments under Section 186 of the Companies Act 2013

The Company has not given any Loan or Guarantee or made Investment under Section 186 within the limits specified under Sec 186(2) of the Companies Act 2013.

Particulars of Contracts or Arrangements with Related Parties

No related party transactions under Section 188 of the Companies Act, 2013 were entered by the Company during the year under review.

Share Capital

During the year under review, there is no change in Authorized Capital of the Company:

Issue of equity shares with differential rights

Company has not issued any equity shares with differential rights so no disclosure is required as per rule 4(4) of the Companies (Share Capital and Debentures) Rules 2014.

A. Issue of sweat equity shares

Company has not issued sweat equity shares, so no disclosure is required as per rule 8(13) of the Companies (Share Capital and Debentures) Rules 2014.

B. Issue of employee stock options

Company has not issued employee stock options, so no disclosure is required as per rule 12(9) of the Companies (Share Capital and Debentures) Rules 2014.

C. Provision of money by Company for purchase of its own share by employees or by trustee for the benefit of employees.

Company has not made any provision for purchase of its own share by employees or by trustee for the benefit of employees, so no disclosure is required as per Rule 16(4) of the Companies (Share Capital and Debentures) Rules 2014.

Copy of Annual Return

As per the requirements of Section 92(3) of the Companies Act, 2013 and Rules framed thereunder, the Copy of Annual Return of the Company for the financial year 2024-25 is available on the website of the Company at www.pasupatifincap.co.in.

Board of Directors and Kev Managerial Personnel

While selecting Directors, the Company looks for an appropriate balance of skills, experience, independence and knowledge to enable them to discharge their respective duties and responsibilities effectively. The Company has laid down a clear Policy on remuneration of Directors, Key Managerial Personnel and other employees.

The Board of the Company was duly constituted in accordance with the provisions of the Companies Act, 2013. For the year ended 2024-25, the Board of Directors consists of Four (4) Directors and One (1) CFO, (1) CEO, and One (1) CS.

1. Mr. Vidit Jain (Executive Director);

2. Ms. Vrinda Jain (Non-Executive and Non-Independent Director);

3. Mrs. Payal Agarwal (Non-Executive and Independent Director);

4. Mr. Anand Kumar Aggarwal (Non-Executive and Independent Director);

5. Mr. Tarun (CFO);

6. Mr. Rishabh Talwar (CEO)

7. Ms. Aditi Pardal (Company Secretary and Compliance Officer)

Further, it is to be noted that the following changes have been made to the Board and Management of the Company since then:

S.No.	Name of the person	Category of Director/Designation in Management	Reason For change	Effective date	Action to be taken at the AGM
1	Aditi Pardal	Company Secretary and Compliance Officer	Resignation	31st March, 2025	NA
2	Sandhya Kohli	Non-Executive and Independent Director	Appointment	29th May, 2025	Approval of shareholders for such appointment.
3	Sanjeev Khanna	Non-Executive and Independent Director	Appointment	29th May, 2025	Approval of shareholders for such appointment.
4	Rishabh T alwar	Chief Executive Officer	Resignation	29th May, 2025	NA
5	Rishabh T alwar	Non-Executive and Non- Independent Director	Appointment	29th May, 2025	Regularisation of such appointment.
6	Anil Malik	Whole Time Director	Appointment	29th May, 2025	Regularisation as well as Approval of shareholders for such appointment.
7	Aditi Agrawal	Company Secretary and Compliance Officer	Appointment	28 th June, 2025	NA
8	Vidit Jain	Executive Director	Resignation	28th July, 2025	NA
9	Vrinda Jain	Non- Executive and Non-Independent Director	Resignation	28th July, 2025	NA
10	Anand Kumar Aggarwal	Non-Executive and Independent Director	Resignation	28th July, 2025	NA
11	Payal Agarwal	Non-Executive and Independent Director	Resignation	31st July, 2025	NA

Declaration bv an Independent Director(s) and re-appointment, if anv

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013.

Number of Meetings of the Board of Directors

The Board of Directors consisted of Four Directors including two Independent Directors during the period under review.

During the 12-month period ended 31^st March 2025, 06 (Six) Board Meetings were held on 22-052024, 04-06-2024, 14-08-2024, 04-10-2024, 13-11-2024 and 10-02-2025 respectively.

Committees of the Board

Following are the three committees constituted by the Board:

1. Audit Committee.

2. Shareholders and Investor Grievance Committee.

3. Nomination & Remuneration Committee.

The composition of Committees are as follows:

1. Audit Committee

The Audit Committee at the end of the year stands as follows:

S.No.	Name of the Director	Category of the Director	Designation in the committee
1.	Vidit Jain	Executive Director	Chairperson
2.	Anand Kumar Aggarwal	Non-Executive & Independent Director	Member
3.	Payal Agarwal	Non-Executive & Independent Director	Member
4.	Vrinda Jain	Non-Executive & Non- Independent Director	Member

The constituted Audit Committee meets the requirements under Section 177 of the Companies Act, 2013.

The Chairman of the Committee is Mr. Vidit Jain, as nominated by the Board.

The terms of reference of the Audit Committee, inter alia, include overseeing financial reporting process, reviewing the financial statements and recommending appointments of Auditors.

During year 4(Four) Audit Committee Meetings were held.

However, the following changes occurred:

On 31^st July, 2025, the Audit Committee was reconstituted as follows:

S.No.	Name of the Director	Category of Directors	Designation in the Committee
1.	Sandhya Kohli	Non-Executive-Independent Director	Chairperson
2.	Sanjeev Khanna	Non-Executive-Independent Director	Member
3.	Anil Malik	Whole Time Director	Member

2. Nomination and Remuneration Committee

The Nomination and Remuneration committee at the end of the year stands as follows:

S.No.	Name of the Director	Category of the Director	Designation in the committee
1.	Anand Kumar Aggarwal	Non-Executive & Independent Director	Chairperson
2.	Payal Agarwal	Non-Executive & Independent Director	Member
3.	Vrinda Jain	Non-Executive & Non- Independent Director	Member

The Committees scope of work includes identifying the persons who are qualified to become directors and who may be appointed in senior management and recommending to the Board their appointment and removal and carrying out evaluation of every directors performance, deciding on remuneration and policy matters related to remunerations of Directors and laying guidelines for remuneration package or compensation.

The Committee has formulated a Nomination and Remuneration Policy relating to the appointment and remuneration for the directors, key managerial personnel and other employees.

During year, 2(Two) Nomination and Remuneration Committee Meetings were held.

However, the following changes occurred:

On 31^st July, 2025, the Nomination and Remuneration Committee was reconstituted as follows:

S.No.	Name of the Director	Category of Directors	Designation in the Committee
1.	Sandhya Kohli	Non-Executive- Independent Director	Chairperson
2.	Sanjeev Khanna	Non-Executive- Independent Director	Member
3.	Rishabh Talwar	Non-Executive- NonIndependent Director	Member

3. Stakeholders Relationship Committee (SRC):

During the year under review, The Stakeholders Relationship Committee, was named as ‘Share/Debenture Transfer-cum shareholders/ Investors Grievance Committee and the same stood as follows:

S.No.	Name of the Director	Category of the Director	Designation in the committee
1.	Vrinda Jain	Non-Executive & Non- Independent Director	Chairperson
2.	Anand Kumar Aggarwal	Non-Executive & Independent Director	Member
3.	Vidit Jain	Executive Director	Member

The Committee inter alia approves issue of duplicate share certificates and oversees and reviews all matters connected with the securities transfer. The Committee also looks into redressal of shareholders complaints like transfer/transmission of shares, non- receipt of Annual Report, nonreceipt of declared dividends, etc. During the year, nil complaints were received from investors in respect of share transfers.

During the year 4 (Four) Share/Debenture Transfer-cum shareholders/ Investors Grievance Committee Meetings were held.

However, the same was re-named as ‘Stakeholder Relationship Committee 31^st July, 2025 to ensure a stricter compliance with Section 178 of Companies Act, 2013 and accordingly, stands reconstituted as follows:

S.No.	Name of the Director	Category of Directors	Designation in the Committee
1.	Sandhya Kohli	Non-Executive-Independent Director	Chairperson
2.	Sanjeev Khanna	Non-Executive-Independent Director	Member
3.	Rishabh Talwar	Non-Executive- NonIndependent Director	Member

Particulars Of Employees

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees in receipt of remuneration in excess of Rs. One Crore and Two Lakhs per year to be disclosed in the Report of Board of Directors are not applicable to the Company as none of the employees was in receipt of remuneration in excess of Rs. One Crore and Two Lakhs during the financial year 2024-25.

The information in accordance with the provisions of Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is also not applicable to company.

Management Discussions and Analysis Report

The Management Discussion and Analysis Report forms part of this Annual Report in compliance with Regulation 34 of SEBI (LODR) Regulations, 2015 and is annexed marked as Annexure ‘I.

Corporate Governance

The Company believes that the essence of Corporate Governance lies in the phrase “Your Company”. It is “Your” Company because it belongs to you-“the Shareholders”. The Chairperson and Directors are “Your” fiduciaries and trustees. Their objective is to take the business forward in such a way that it maximizes “Your” long term value. Your Company is committed to benchmark itself with global standards in all areas including highest standards of Good Corporate Governance.

However, it should be noted that the Company is not required to annex with its Annual Report, a Corporate Governance Report in terms of Regulation 34 read with Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as the company claims the exemption of Non- Applicability of Corporate Governance Requirements under Regulation 15(2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Details of Establishment of Vigil Mechanism/ Whistle Blower Policy for Directors and Employees

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and

ethical behavior, the Company has adopted a vigil mechanism policy. This policy has been uploaded on the website of the Company-

Auditors

? Statutory Auditor

M/s. V. R. Bansal & Associates, Chartered Accountants, (having FRN 016534N) is appointed as Statutory Auditor of the Company to hold the office from the conclusion of 29^th Annual General Meeting until the conclusion of 34^th Annual General Meeting and at such remuneration as may mutually be agreed upon between the auditors and the Board of Directors of the Company.”

? Secretarial Auditor

M/s. Akash & Co., Company Secretaries (FCS: 13219, COP No.:22165), is appointed, subject to the approval of the shareholders in the ensuing AGM, as the Secretarial Auditor of the Company to undertake the Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 and to hold office as such for a term of consecutive 5 years from the Financial Year 2025-26 till Financial Year 2029-30.

? Internal Auditor

M/s DPA & Co., Chartered Accountant (Firm Registration No. 022189N) as Internal Auditors of the Company in the ensuing Annual General Meeting to hold the office from F.Y. 2025-2026 to F.Y. 2029-2030 and at such remuneration as may mutually be agreed upon between the auditors and the Board of Directors of the Company.

Secretarial Audit Report

A copy of the Secretarial Audit Report as provided by Company Secretary in Practice has been annexed to this Report as Annexure ‘II.

Auditors* Report

All Observations made in the Independent Auditors Report and Notes forming part of the Financial Statements are self-explanatory and qualifications, reservations or adverse remarks related to certain provisions have been made by the Statutory Auditors in the said Report, hereunder attached as Annexure ‘III.

Shifting of Registered Office

During the year under review, the Company has not shifted its registered office.

However, it should be noted that in the Board Meeting held on 30^th August 2025, the Directors of the Company, subject to the approval of shareholders in the ensuing Annual General Meeting by way of Special Resolution, proposed the shift in the registered office of the Company from the state of Haryana to the National Capital Territory of Delhi.

Corporate Social Responsibility

Even though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the Company yet the Company has been, over the years, pursuing as part of its corporate philosophy, an unwritten CSR policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the company itself in an environment partnership for inclusive development.

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

Since, Company is not doing any manufacturing operations, 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 is not applicable.

Declaration Under Maternity Benefit Act. 1961

The Company has complied with provisions of the Maternity Benefit Act, 1961 read with Rules thereunder.

Compliance with the Sexual Harassment of Women at Workplace (Prevention. Prohibition & Redressal) Act. 2013

Your corporation is committed to prevention of sexual harassment of women at workplace and takes prompt action in the event of reporting of such incidents. There were no complaints received of sexual harassment during the financial year 2024-2025.

Details in Respect of Adequacy of Internal Financial Controls with reference to the Financial Statement

The company has adequate internal financial control system commensurate with the size of the company and the nature of its business with regards to purchase of fixed assets. The activities of the company do not involve purchase of inventories and sale of goods and services.

For the purposes of effective internal financial control, the Company has adopted various procedures for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

To ensure adequacy of internal financial controls, the procedures adopted by the Company are based on the following parameters:

Familiarity with Policies and Procedures - the related policies and procedures and the changes thereto, if any, are communicated to the employees at the time of joining and it is ensured that such person understands the policies or procedures correctly.

Accountability of Transactions-There is a proper delegation of authorities and responsibilities to ensure accountability of any transaction.

Accuracy & Completeness of Financial Statements/ Reports - For accuracy and completeness of information, reconciliation procedure and multiple checking at different level have been adopted. To avoid human error, computer software is extensively used.

Retention and Filing of Base Documents - All the source documents are properly filed and stored in a safe manner. Further, important documents, depending upon their significance, are also digitized.

Segregation of Duties-It is ensured that no person handles all the aspects of a transaction. To avoid any conflict of interest and to ensure propriety, the duties have been distributed at different levels.

Timeliness-It is also ensured that all the transactions are recorded and reported in a timely manner.

The procedures are also reviewed by the Statutory Auditors and the Directors of the Company from time to time. There has also been proper reporting mechanism implemented in the organization for reporting any deviation from the procedures.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

Since there was no unpaid/unclaimed dividend which is required to be deposited to IEPF, the provisions of Section125 of the Companies Act, 2013, do not apply.

Risk Management Policy

Company has implemented proper risk management policy including identification therein of element of risk.

Directors Responsibility Statement

Pursuant to Section 134(3) (c) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed and stated that: -

? In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

? 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 or loss of the Company for that period.

? The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

? The Directors have prepared the annual accounts on a going concern basis.

? 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.

? The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

Acknowledgement

Your directors wish to place on record and acknowledge their appreciation for the continued support and co-operation received from Government agencies and the shareholders. Your directors also record their appreciation for the total dedication of employees at all levels.

	By Order Of The Board
	For Pasupati Fincap Limited
	Sd/-	Sd/-
Date: 30 th August 2025	Anil Malik	Rishabh Talwar
Place: Haryana	Whole Time Director	Non-Executive & non-Independent Director
	DIN:10948189	Din:10316259