Pasupati Spinning & Weaving Mills Ltd Directors Report

The Directors are pleased to present the 46th Directors Report on the business and operations of the Company together with the Audited Accounts for the financial year ended 31st March, 2026.

1. FINANCIAL PERFORMANCE

Particulars	2025-26 Rs./Lacs	2024-25 Rs./Lacs
Sales and other Income	10074.46	10,175.38
Profit / (Loss) before Taxes	317.14	86.33
Payment/Provision for Taxation	95.7	(1.48)
Profit after Taxation	221.44	87.81
Other Comprehensive Income	(6.88)	18.58
Total Comprehensive Income of the year	214.56	106.39

During FY 2025-26, the companys turnover declined to Rs. 99.34 Crores from Rs. 100.50 Crore achieved during FY 2024-25. However, the bottom line of the company has shown remarkable increase by more than 100%. The turnover declined due to imposition of 50% tariff by USA, which adversely affected export of textiles in India. The companys top line is significantly reliant on Indian garment exporters. Due to uncertain market conditions, such Garment Exporters withheld their orders resulting decline in turnover. Besides, recently Iran war has also shown adverse effects on our industry as Reliance (raw material supplier) has increased its prices by more than 30% after the war. The company is also trying to pass on the increased cost burden to its customers. Besides, rates of other inputs have also increased significantly. At present, the market situation is very volatile and unpredictable, hence it is very difficult to measure the exact impact on our industry in ensuing years.

II THE MANAGEMENT DISCUSSION & ANALYSIS

Knitting, Garment, Dying & Processing unit, Dharuhera

Post-COVID-19 market stagnation continues to suppress domestic and export demand. A devastating 50% US tariff further made garments uncompetitive in a primary export market. Besides, the company also faced Severe operational bottlenecks due to restrictions imposed by Pollution Department. Therefore, during FY 2025-26, the turnover of this unit significantly declined to Rs. 196.52 Lacs from to Rs. 395.86 Lacs achieved during FY 2024-25.

Sewing Thread Unit at Kala Amb, Himachal Pradesh

This unit contributes around 90-95% of companys total revenue but the operations for this unit continue to be adversely impacted due to overall slugging market conditions prevailing in textile sector. Imposition of 50% US tariff further added to the problem because the companys business is significantly reliant on Indian garment exporters, any disruption to those exporters instantly translates into withheld orders and a declining top-line.

Logistic and Warehousing

This segment continues to show significant growth. The total revenue from this segment has increased to Rs.604.04 Lacs as against Rs. 327.54 Lacs achieved during last financial year. The company has been able to achieve significant growth in bottom line only due to this segment.

III PARTICULARS OF INFORMATION FORMING PART OF THE BOARDS REPORT PURSUANT TO SECTION 134 OF THE COMPANIES ACT, 2013, RULE 8 OF THE

COMPANIES (ACCOUNTS RULE 2014 AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.

ANNUAL RETURN

The annual return of the company has been placed on the website of the company and can be accessed at www.pasupatitextiles.com

NUMBER OF MEETING OF BOARD

During the year, four (4) Board Meetings and four (4) Audit Committee Meetings were convened and held. The details are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013

GENERAL MEETING

The Company had 01 General meeting during the financial year under review.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had 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 had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively

STATEMENT ON DECLARATION BY THE INDEPENDENT DIRECTORS.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Listing regulations, 2015.

NOMINATION & REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel. More details of the same are given in the Corporate Governance Report.

EXPLANATION OR COMMENTS ON AUDITORS REPORT AND SECRETARIAL AUDIT REPORT

Auditors observations relating to Note no. 38 as contained in the Main Report under the para ‘Basis of Qualified Opinion are explained hereunder: -

Note 38: Although, the company has made representation to the competent authority for payment of compensation at market rate in respect of part of companys factory land acquired by Government of Haryana, the company feels that final decision in this regard may take a very long time and moreover there is uncertainty about the success of companys representation. Hence, it has been decided that its affect would be given in companys books as and when actual compensation is received from Government of Haryana.

There is no qualification, reservations or adverse remarks made by secretarial auditor in the Secretarial Audit Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, company has not given any loans, Guarantee or made any investments covered under the provisions of Section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements entered into by the Company with Related Parties have been done at arms length and are in the ordinary course of business. Particulars of the same are being provided in Form AOC-2 which is annexed herewith as Annexure D.

The Company formulated a policy on Related Party Transactions (RPTs) in accordance with the Act including any amendments thereto for identifying, reviewing approving and monitoring of RPTs. The said policy is available on the Companys website at www.pasupatitextiles.com

STATE OF COMPANYS AFFAIRS

Discussion on state of Companys affairs has been covered as part of the Management Discussion and Analysis.

AMOUNTS PROPOSED TO BE CARRIED TO RESERVES

Board of Directors does not appropriate any amount to be transferred to General Reserves during the year under review.

DIVIDEND

In view of the requirement of fund for working capital of the company, the Board of Directors is not in a position to recommend any dividend for the year under review.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company and the date of signing of this Report.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure “B”.

RISK MANAGEMENT POLICY

Pursuant to the requirement of SEBI (LODR) Regulations, 2015, the Company has constituted a Risk Management Committee. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Boards Report. On the recommendation of the Risk Management Committee, the Board has adopted Risk Management Policy, which outlines the program implemented by the Company to ensure appropriate risk management within its system and culture. The Risk Management Policy is also posted on the website of the Company. The Companys risk management program comprises of a series of processes, structures and guidelines which assist the Company to identify, assess, monitor and manage its business risks, including any material changes to its risk profile. To achieve this, the Company has clearly defined the responsibility and authority of the Companys Board of Directors and of the Risk Management Committee to oversee and manage the risk management program while conferring responsibility and authority on the Companys senior management to develop and maintain the risk management program in light of the day to day needs of the Company. Regular communication and review of risk management practices provide the Company with important checks and balances to ensure the efficacy of its risk management program.

CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

The relevant provisions of the Companies Act, 2013 and Listing regulations are not applicable to our company.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, and Regulation 17 of the SEBI (LODR) Regulations, 2015 the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The boards performance for the current year was assessed on the basis of participation of directors, quality of information provided/available, quality of discussion and contribution etc. The overall performance of the Board and Committees of the Board was found satisfactory. The overall performance of Chairman, Executive Directors and the Non-executive Directors of the Company is satisfactory. The review of performance was based on the criteria of performance, knowledge, analysis, quality of decision making etc.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of the Company. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Composition of Board of Directors:

The Composition of Board of Directors as on 31st March, 2026 is as follows:

Sr. No	Name	DIN	Designation
1.	RAMESH KUMAR JAIN	00575142	Managing Director
2.	VIDIT JAIN	01347588	Whole-time Director
3.	CHANDER MOHAN SHARMA	08047336	Whole-time Director
4.	UMESH CHANDRA TRIPATHI	08364163	Independent Director
5.	RAJ KUMAR GUPTA	00095758	Independent Director
6.	ANIL KUMAR JAIN	00141322	Independent Director
7.	PREETI AGGARWAL	08889074	Independent Director

b. Key Managerial Personnel

The following persons are the Key Managerial Personnel of Company as on 31st March, 2026:

Sr. No	Name	PAN	Designation
1.	AJAY KUMAR MONGA	ACQPM4923L	Chief Financial Officer
2.	DEEPIKA MALHOTRA	BDQPB1919M	Company Secretary

c. Change in Director and KMP, during the year under review:

During the financial year, following changes have been occurred:

Sr. No.	Name	DIN/PAN	Designatio n	Appointment/C essation/Chang e in Designation	Date of Appointment/ Cessation/ Change in Designation
1.	Mr. Ajay Kumar Monga	ACQPM4 923L	Chief Financial Officer	Retirement	w.e.f Closing of working hours of 31/03/2025
2.	Mr. Ajay Kumar Monga	ACQPM4 923L	Chief Financial Officer	Appointment	23/05/2025

d. Subsequent to year end, the following changes took place in the composition of the Board of Directors:

After the closure of financial year, Mr. Umesh Chandra Tripathi (DIN: 08364163) has resigned from the directorship with effect from the closing business hours of 13/06/2026.

e. Retirement by Rotation of the Directors

Mr. Vidit Jain (DIN: 01347588) retires by rotation and being eligible, offers himself for re- appointment at the ensuing Annual General Meeting. And Mr. Chander Mohan Sharma (DIN: 08047336) retired by rotation at the annual general meeting held on 30/09/2025 and was re-appointed.

f. Independent Directors

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) and 25 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Further, in terms of Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014, as amended, the Board of Directors state that in the opinion of the Board, during the Financial Year 2025- 26 all the Directors whose appointments as Independent Directors of the Company have been approved by the Shareholders during the year, are persons of integrity and possess relevant expertise and experience. Further, the Independent Directors have been exempted/successfully qualifying the online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs.

NAMES OF THE COMPANIES WHICH HAVE BECOME/ CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

The Company did not have any subsidiaries, associates or joint ventures during the year.

DEPOSITS

The company has not invited/accepted any deposits from the members as well as public during the year ended March 31, 2026. There were no unclaimed or unpaid deposits as on March 31, 2026.

SIGNIFICANT ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANYS OPERATIONS

To the best of our knowledge, the Company has not received any such orders from Regulators, Courts or Tribunals during the year, which may impact the going concern status or the Companys operations in future.

SHARE CAPITAL OF THE COMPANY

As on 31st March, 2026, the Share Capital Structure of the Company was as follows:

Authorized Share Capital: INR 12,10,00,000/- (Indian Rupees Twelve Crore Ten Lakhs Only) divided into 1,21,00,000 shares of INR 10/- each

Issued and Subscribed Share Capital: INR 9,33,70,680/- (Indian Rupees Nine Crore Thirty Three Lakh Seventy Thousand Six Hundred Eighty Only) divided into 93,37,068 shares of INR 10/- each.

During the year the following changes has occurred:

i. Increase in Authorized Share Capital of The Company : NIL

ii. Issue of Shares or Other Convertible Securities : NIL

iii. Issue of equity shares with differential rights:

The Company has not issued any equity shares with differential rights during the year under review.

iv. Issue of sweat equity shares:

The Company has not issued any sweat equity shares during the year under review.

v. Details of employee stock options:

The Company has not issued any Employee Stock Options during the year under review.

vi. Shares held in Trust for the benefit of employees where the voting rights are not exercised directly by the employees:

The Company does not held any shares in trust for the benefit of employees where the voting rights are not exercised directly by the employees during the year under review.

vii. Issue of Debentures, Bonds or Any Non-Convertible Securities

The Company has not issued any debentures, bonds or any non-convertible securities during the year under review.

viii. Issue of Warrants

The Company has not issued any warrants during the year under review.

INTERNAL CONTROL SYSTEMS

Your Company has evolved a system of internal controls to ensure that the assets are safeguarded and transactions are authorised, recorded and correctly reported. The internal control system is supplemented by management reviews and independent periodical reviews which evaluate the functioning and quality of internal controls and provides assurance of its adequacy and effectiveness. The scope of internal audit covers a wide variety of operational methods and, as a minimum, ensures compliance with specified standards with regard to availability and suitability of policies and procedures, extent of adherence, reliability of management information system and authorization procedures including steps for safeguarding of assets. The reports of internal audit are placed before Audit Committee of the Directors and Board. Audit Committee and board reviews such audit findings and the adequacy of internal control systems. The Statutory Auditors and the Internal Auditors of the Company also interact with the Audit Committee and Board to share their findings and the status of corrective actions under implementation.

INFORMATION FORMING PART OF THE DIRECTORS REPORT PURSUANT TO RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

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. 1 Crore and 2 Lacs 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 Rupees One Crore and two Lacs 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 annexed as Annexure-C.

A statement comprising the names of top 10 employees in terms of remuneration drawn and every person employed throughout the year, who were in receipt of remuneration in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms an integral part of this report)

However, the same is not being sent along with this Annual Report to the Members of your Company in line with the provision of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to cs@pasupatitextiles.com and these documents will be made available for inspection electronically from the date of circulation of this Annual Report up to the date of AGM.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Board of Directors has adopted the Vigil Mechanism / Whistle Blower Policy. The policy has provided a mechanism for Directors, Employees and other persons dealing with the Company to report to the Chairman of the Audit Committee, any instance of unethical behavior, actual or suspected fraud

or violation of the Code of Conduct of the Company. The details of the policy has been uploaded at the website of the Company @ www.pasupatitextiles.com

COMMITTEES OF BOARD

The Board of Directors in line with the requirement of the act has formed various committees, the detailed terms of reference and composition of the various Committees has been mentioned in the Corporate Governance Report annexed to this report.

AUDITORS

• STATUTORY AUDITORS

M/s. B K Shroff & Co. Chartered Accountants, can continue as Statutory Auditors till the conclusion of the Forty Seventh Annual General Meeting to be held in the year 2027.

• INTERNAL AUDITOR

The Board had appointed M/s Suresh Kumar Mittal & Company, Chartered Accountants as the Internal Auditor of the Company for the financial year 2026-27.

• COST AUDITORS

The Central Govt. has approved the appointment of Mr. Satnam Singh Saggu, Cost Accountants as cost auditors for conducting Cost Audit for the Financial Year 2026-27. The report of Cost Auditors in respect of audit of the cost records of the Company for the year ended 31stMarch 2026 will be submitted to the Central Government in due course.

• SECRETARIAL AUDITORS

The Company has undertaken Secretarial Audit for the financial year 2025-26 which, inter alia, includes audit of compliance with the Companies Act, 2013, and the Rules made under the Act, Listing Regulations and applicable Regulations prescribed by the Securities and Exchange Board of India and Foreign Exchange Management Act, 1999 and Secretarial Standards issued by the Institute of the Company Secretaries of India. The Secretarial Audit Report forms part of this Annual Report. The Report of the Secretarial Audit as submitted by Sumit Bajaj & Associates is annexed herewith as Annexure-A.

• ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the Financial Year 2025-26 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by Sumit Bajaj & Associates, Practicing Company Secretaries has been submitted to the Stock Exchange.

REPORTING OF FRAUD BY AUDITOR

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report.

CORPORATE GOVERNANCE

The Company conforms to the norms of Corporate Governance as envisaged in the Listing Regulations with the BSE Limited. Pursuant to Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, to inquire into complaints of sexual harassment and recommend appropriate action.

The following is a summary of sexual harassment complaints received and disposed of during the year 2025-26:

Sr. No.	Number of complaints of sexual harassment received in the year	Number of Complaints disposed off during the Year	Number of Cases Pending for More Than Ninety Days
	NIL	NIL	NIL

COMPLIANCE UNDER MATERNITY BENEFIT ACT, 1961

The Company had complied with all the provisions of the Maternity Benefit Act, 1961.

DETAILS OF APPLICATION/ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Neither any application was made nor are any proceedings pending under the Insolvency and Bankruptcy Code, 2016 during the FY 2025-26.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VERIFICATION DONE AT THE TIME OF SETTELEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTIUTIONS ALONG WITH THE REASONS THEREOF

As the Company has not done any one-time settlement during the year under review, no disclosure is required in this regard.

WEBSITE

The Company is maintaining its functional website and the website contains basic as well as investor related information. The link of website is https://www.pasupatitextiles.com/

SECREATRIAL STANDARDS

The Company has followed the applicable Secretarial Standards, with respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

APPRECIATION

The Board of Directors acknowledge with gratitude the co-operation and assistance extended by all its stakeholders, including its shareholders, employees/workers, bankers, customers, business associates and employees. The company also conveys special thanks to Central & State Government and its Bankers, who have helped the company from time to time for their continued support.

	For & On Behalf of Board of Directors
	Sd/-
	Ramesh Kumar Jain
Place : New Delhi	Chairman & Managing Director
Dated : 12/08/2026