Dear Members,
Dear Members, Your directors take pleasure in presenting the 31st Annual Report on the business and operations of your Company along with the Annual Audited Financial Statements for the financial year ended 31st March 2026.
Financial Summary of the Company
The performance of the Company for the financial year ended on 31st March, 2026 is summarized below:
| Particulars | Year ended 31.03.2026 (In Thousands) | Year ended 31.03.2025 (In Thousands) |
| Income (Gross) | 1,053.69 | 97.50 |
| Expenditure | 4,007.95 | 3,526.96 |
| Profit/(Loss) before Exceptional and extraordinary Items and tax | (2,954.26) | (3,519.46) |
| Less:- Tax Expense | -- | -- |
| Current Tax/Mat | -- | -- |
| Deferred Tax Adjustment-Cr/Dr) | -- | -- |
| Tax Adjustments for Earlier Year | -- | -- |
| Profit/(Loss) after Tax | (2,954.26) | (3,519.46) |
State of Companys Affairs
During the year under review, the Company continued its business operations to function as a diversified textile and plastic enterprise, encompassing trading and distribution services across the textiles value chain (including yarns, fabrics, garments, and medical textiles) and plastic products alongside the management of assets and industrial infrastructure.
Key developments during the year included the acquisition of control by way of a Public Open Offer by the incoming Promoters (approved by the Board on July 28, 2025), consequential changes in the Board and senior management, alteration of the Object Clause of the Memorandum of Association, shifting of the Registered Office from the State of Haryana to the National Capital Territory of Delhi, and a reduction of share capital together with a change in the name of the Company, both approved by the Members at the Extraordinary General Meeting held on 24th April 2026. An application/petition under Section 66 of the Companies 2013 seeking confirmation of the Reduction of Share Capital has been filed before the National Company Law Tribunal and is pending as on the date of this Report.
In Addition to this, the Share Purchase Agreement have been executed on Dated August 05, 2026 by which Mr. Uday Narang agreed to acquire 5,42,925 equity shares (11.55%) from the promoter at Rs. 12 per share, the public announcement of the same date, or the consequent mandatory open offer for 12,22,000 equity shares (26%) at Rs. 12 per share, the detailed public statement for which was made on 12 August 2026, this will result into change in control of the company.
Dividend
No dividend was declared for the current financial year by the company.
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 prior to the alteration of its objects was 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 was operating as a property developer and commission agent, engaging in buying, selling, trading, and developing residential and commercial properties, housing schemes, townships, cooperatives, or markets
However, the members of the Company at the 30th Annual General Meeting (AGM) approved the proposal of the Board of Directors to completely alter and replace the Main Objects Clause of the Memorandum of Association of the Company.
Consequently, the Company has shifted its business operations to function as a diversified textile and plastic enterprise, encompassing trading and distribution services across the textiles value chain (including yarns, fabrics, garments, and medical textiles) and plastic products alongside the management of assets and industrial infrastructure.
Significant & Material Orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status of the Company
During the period under review, 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 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.
Pursuant to Section 134(3)(1) of the Companies Act, 2013, the following material changes and commitments occurred between the end of the financial year (March 31, 2026) and the date of this Report:
Proposed change of name of the Company approved by Members by Special Resolution at the EGM held on 24th April 2026; remains subject to approval of the Registrar of Companies and issuance of a fresh Certificate of Incorporation. Howsoever, it is subject to the approval of the members, the Directors are planning to withdraw the name.
Save as disclosed above and elsewhere in this Report, no other material changes and commitments 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 Subsidiary/Joint 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 by Auditors under Sub- Section (12) 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
During the period under review, the Company has not granted any loans, provided any guarantees, or made any investments under Section 186 of the Companies Act, 2013. However, the members approved enhanced borrowing limits under Section 180(1)(c) and authorized limits for loans, guarantees, and investments under Section 186 via a Special Resolution passed at the Extraordinary General Meeting held on April 24, 2026.
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:
AUTHORIZED SHARE CAPITAL
As on March 31, 2026, The Authorized Share Capital of the Company is Rs. 5,00,00,000/- (Rupees Five Crore) which comprised with 50,00,000 shares of Rs 10/- each.
During the year there was no change in the Authorised Share Capital of the Company.
The Companys issued share capital structure is as mentioned below:
ISSUED AND PAID-UP CAPITAL
The Paid- up Equity Share Capital as on March 31, 2026, was Rs. 4,70,00,000/- (Rupees Four Crore and Seventy Lakh Only) divided into 47,00,000 Shares of Rs. 10/- each.
During the Fiscal year there was no change in the Share 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.
The Members of the Company has approved the resolution in its Extra- ordinary General Meeting held on April 24, 2026, for the Reduction of the Share Capital.
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 2025- 26 is available on the website of the Company at www.pasupatifincap.co.in.
The Board of the Company was duly constituted in accordance with the provisions of the Companies Act, 2013. For the year ended 2025- 26, the Board of Directors consists of Four (4) Directors and One (1) CFO, One (1) WTD, and One (1) CS.
The said Directors were appointed in the financial year 2025- 26, and therefore, were regularize in the AGM of September 30, 2025, except Ms. Rakhi Sharma who was regularized in the EGM of April 24, 2026.
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 |
| 1. Ms. Aditi Agrawal | Company Secretary and Compliance Officer | Appointment | June 28, 2025 |
| 2. Mr. Anand Kumar Aggarwal | Non - Executive Independent Director | Resignation | July 28, 2025 |
| 3. Mr. Vidit Jain | Executive Director | Resignation | July 28, 2025 |
| 4. Ms. Vrinda Jain | Non - Executive Independent Director | Resignation | July 28, 2025 |
| 5. Ms. Payal Agarwal | Non - Executive Independent Director | Resignation | 31st July 2025 |
| 6. Ms. Aditi Agrawal | Company Secretary and Compliance Officer | Resignation | March 28, 2026 |
| 7. Rakhi Sharma | Independent Director | Appointment | March 26, 2026 |
| 8. Ms. Deepali Sehrawat | Company Secretary and Compliance Officer | Appointment | April 15, 2026 |
Declaration by an Independent Director(s) and re- appointment, if any
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
During the financial year ended March 31, 2026, the Board comprised five directors, including three independent directors. A total of eight board meetings were duly convened and held, on the respective dates:
| Sl. No. | Date of Meeting | Sl. No. | Date of Meeting |
| 1 | 29 May 2025 | 5 | 30 August 2025 |
| 2 | 28 June 2025 | 6 | 13 November 2025 |
| 3 | 31 July 2025 | 7 | 9 February 2026 |
| 4 | 13 August 2025 | 8 | 26 March 2026 |
Committees of the Board
Following are the three committees constituted by the Board:
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 Directors | Designation in the Committee |
| 1. | Ms. Sandhya Kohli | Non-Executive-Independent Director | Chairperson |
| 2. | Mr. Sanjeev Khanna | Non-Executive-Independent Director | Member |
| 3. | Mr. Anil Malik | Whole Time Director | Member |
The Chairperson of the Committee is Ms. Sandhya Kohli, as nominated by the Board.
The constituted Audit Committee meets the requirements under Section 177 of the Companies Act, 2013. The terms of reference of the Audit Committee, inter alia, include overseeing financial reporting process, reviewing the financial statements and recommending appointments of Auditors. The Committee was reconstituted on July 31, 2025.
During year 5 (Five) Audit Committee Meetings were held.
| S. No. | Date of Meeting | S. No. | Date of Meeting |
| 1. | May 29, 2025 | 4. | November 13, 2025 |
| 2. | August 13, 2025 | 5. | February 02, 2026 |
| 3. | August 30, 2025 |
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 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 and 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. The Committee was reconstituted on July 31, 2025.
The Chairperson of the Committee is Ms. Sandhya Kohli, as nominated by the Board.
During the year, 3 (Three) Nomination and Remuneration Committee Meetings were held:
| S. No. | Date of Meeting | S. No. | Date of Meeting |
| 1. | May 29, 2025 | 3. | March 26, 2026 |
| 2. | June 28, 2025 |
3. Stakeholders Relationship Committee (SRC):
During the year under review, The Stakeholders Relationship Committee, was named as Stakeholders Relationship Committee, and the same stood 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 |
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, non- receipt of declared dividends, etc. During the year, nil complaints were received from investors in respect of share transfers. The Committee was reconstituted on July 31, 2025
The Chairperson of the Committee is Ms. Sandhya Kohli, as nominated by the Board.
During the year One (1) Stakeholders Relationship Committee were held on August 30, 2025.
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 2025- 26.
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- https://www.pasupatifincap.co.in/inve.html.
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 29th Annual General Meeting until the conclusion of 34th 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 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 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
The Independent Auditors Report and Notes forming part of the Financial Statements are self- explanatory and do not contain any qualification, reservation, disclaimer or adverse remark, hereunder attached as Annexure III.
Shifting of Registered Office
During the year under review, the Company has shifted its registered office.
Pursuant to the Board Resolution dated August 30, 2025, and the Special Resolution passed by the members at the Annual General Meeting on September 30, 2025, the Company obtained approval to shift its Registered Office from the State of Haryana to the National Capital Territory (NCT) of Delhi. Following the approval of the Regional Director (RD), the change of Registered Office and the new certificate pursuant to the certificate issued by the Registrar of Companies became effective on December 15, 2025.
Additionally, the Board of Directors approved the establishment of a Corporate Office in Sahibabad to oversee administrative operations.
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 the 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 2025- 26.
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 new objects clause is to trading in plastics and textile products.
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 Section 125 of the Companies Act, 2013, do not apply.
Risk Management Policy
The Board of Directors of the Company has implemented a structured Risk Management framework to identify, evaluate, and monitor key risks that could impact the Companys operations and long- term objectives. The Board plays an active role in overseeing the overall risk strategy, while the Audit Committee provides focused oversight on financial risks and internal controls.
Risks identified across business units and functions are reviewed on a regular basis. Appropriate mitigating measures are taken continuously to ensure that the Companys exposure to risk is minimized.
The Company follows a risk minimization approach in line with industry standards, aiming to protect stakeholder interests and maintain operational stability.
The Risk Management Policy adopted by the Board is designed to support sustainable business growth through a proactive and systematic approach to risk identification, assessment, and mitigation. The policy also guides strategic decisions and fosters accountability across the organization.
MAINTENANCE OF COST RECORD:
The provisions relating to maintenance of cost records as specified by the Central Government under sub section (1) of section 148 of the Companies Act, 2013, were not applicable to the Company up to March 31, 2026, and accordingly such accounts and records were not required to be maintained.
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 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:
Your Company has not one- time settlement from Banks or Financial Institutions, therefore this is not applicable.
INSOLVENCY AND BANKRUPTCY CODE 2016:
No application or proceeding was initiated in respect of the Company in terms of Insolvency and Bankruptcy Code 2016.
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: September 03, 2026 |
| Place: New Delhi |
| Anil Malik |
| Whole Time Director |
| Director |
| DIN: 10948189 |
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
IIFL Capital Services Support WhatsApp Number
+91 9892691696
Download The App Now
Follow us on
2026, IIFL Capital Services Ltd. All Rights Reserved
IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, IA SEBI Regn. No: INA000000623, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099
This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.
