As on: Oct 14, 2026 05:37 PM
Dear Members,
The Board of directors take pleasure in presenting the 9th Annual Report on business and operations along with Audited Financial Statements and the Auditor's report of the Company for the financial year ended 31st March, 2026.
1. Financial Performance:
The Audited Financial Statements of the Company as on March 31, 2026, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").
The summarised financial highlights are depicted below:
2. Overview of Company's Financial Performance: Consolidated Financial Results
During the year under review, the Company recorded total net sales of ' 68,781.21 lakhs, registering an increase of 7.89% as compared to the previous financial year.
The Company reported a Net Profit after Tax (PAT) of ' 1,041.88 lakhs for FY 2025-26, as against ' 1,411.08 lakhs in FY 2024-25.
Standalone Financial Results
During the year under review, the Company recorded total net sales of ' 65,589.22 lakhs, registering an increase of 3.01% as compared to the previous financial year.
The Company reported a Net Profit after Tax (PAT) of ' 1,038.88 lakhs for FY 2025-26, as against ' 1,410.97 lakhs in FY 2024-25.
The Board of Directors remains optimistic about the Company's performance and growth prospects and is confident of sustaining its growth trajectory in the coming years.
3. Share Capital:
During the financial year 2025-26, there was no change in the authorized, issued, subscribed and paid-up share capital of the Company.
The share capital of the Company as at the end of the financial year ended 31st March, 2026 stood as follows:
*Face Value as at 31st March, 2026.
As the Members are aware, the equity shares of the Company are compulsorily held and traded in dematerialised form. As at 31st March, 2026, 100% of the paid-up share capital of the Company, comprising 1,57,84,000 equity shares, was held in dematerialized form.
Sub-division of Equity Shares
The Board of Directors of the Company, at its meeting held on 26th February, 2026, approved the proposal for sub-division of the equity shares of the Company from a face value of ' 10/- each to Re. 1/- each, subject to the approval of the Members.
The Members approved the said sub-division through Postal Ballot on 29th March, 2026.
Thereafter, at its meeting held on 31st March, 2026, the Board of Directors approved and fixed 17th April, 2026 as the Record Date for determining the Members entitled to receive the equity shares pursuant to the sub-division.
Accordingly, the sub-division of the equity shares from a face value of ' 10/- each to Re. 1/- each was effected with effect from the Record Date, i.e. 17th April, 2026. The pre- and post-subdivision share capital of the Company is set out below:
Authorised Share Capital
Issued, Subscribed and Paid-up Share Capital
The sub-division of equity shares did not result in any change in the authorised or paid-up share capital of the Company in terms of aggregate value; only the number of equity shares and their corresponding face value were proportionately adjusted.
4. Dividend:
The Directors have recommended a Final Dividend of Rs.0.05/- (Five Paisa only) per equity share having face value of Re.1/- each (i.e. 5% on the paid-up equity share capital) for the financial year ended March 31, 2026.
The payment of the Final Dividend is subject to the approval of the Members at the ensuing Annual General Meeting (AGM).
5. 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 at https://pashupaticotspin. com/newpdf/2-Compliances/BCorporate-Policies/3Dividend- distribution-policy.pdf
6. Migration and Listing of Equity Shares:
As the Members are aware, as on March 31, 2025, the equity shares of the 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, the Company successfully migrated its equity shares 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.
Accordingly, as on March 31, 2026, the equity shares of the Company are listed on the Main Board of both the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).
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 (IEPF), the provisions of Section 125 of the Companies Act, 2013 were not applicable to the Company during the financial year.
The Company is in the process of transferring the unpaid or unclaimed dividend amounts that have become due for transfer to the IEPF, in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.
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 2025-26.
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 Reserves of the Company for the financial year 2025-26.
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 loans, guarantees and investments made by the Company under Section 186 of the Companies Act, 2013, are provided in the Notes to the Audited Financial Statements forming part of this 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, the Annual Return of the Company as at 31st March, 2026 is available on the website of the Company at https://pashupaticotspin.com/annual-return.html
13. Board of Directors & Key Management Personnel:
I. Board of Directors
As on March 31, 2026, the Board of the Company has optimum combination of executive and non-executive directors with at least one-woman director and not less than fifty per cent. of the board of directors comprises of non-executive directors. The board comprise of six directors, consisting of two Executive Directors, one Non-Executive Director and three Independent Directors, including one Woman independent Director.
The details relating to the composition of the Board and its Committees, the tenure of Directors, and other relevant information are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.
In compliance with the requirements of the SEBI Listing Regulations, the Board has identified the core skills, expertise, and competencies of its directors in the context of the Company's business for effective governance and strategic guidance. These details are elaborated in the Corporate Governance Report.
II. 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. Tushar Trivedi (DIN: 06438707) is liable to retire by and being eligible, has offered himself for re-appointment.
The directors recommend his re-appointment for approval of the members and the brief details as required under regulation 36(3) of SEBI Listing obligations and Disclosure requirement, Regulations 2015, read with secretarial standard, is provided as Annexure to the notice of the Annual general meeting.
III. Appointment of Directors
During the period under review, 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.
IV. Declarations by Independent Directors
The 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).
V. 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:
*Ms. Kratika Soni (ACS: A80404) was appointed as the Company Secretary and Compliance Officer of the Company with effect from August 5, 2026.
VI. Appointment and Cessation of Key Managerial Personnel (KMPs)
During the financial year under review, Mrs. Bijal Kaivan Thakkar (ACS: 52499) tendered her resignation from the position of Company Secretary and Compliance Officer of the Company with effect from August 13, 2025.
Thereafter, pursuant to the recommendation of the Nomination and Remuneration Committee ("NRC"), the Board of Directors appointed Ms. Tanvi Mafatlal Patel (ACS: A58543) as the Company Secretary and Compliance Officer of the Company with effect from November 14, 2025.
Subsequent to the closure of the financial year ended March 31, 2026 and prior to the date of this Report, Ms. Tanvi Mafatlal Patel, Company Secretary and Compliance Officer of the Company, vide her communication dated August 5, 2026, expressed her unwillingness to continue in the said position and tendered her resignation.
Thereafter, pursuant to the recommendation of the Nomination and Remuneration Committee ("NRC"), the Board of Directors appointed Ms. Kratika Soni (ACS: A80404) as the Company Secretary and Compliance Officer of the Company with effect from August 5, 2026.
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, 2026, 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 10 (Ten) 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 Integrated Annual Report.
16. Independent Directors' Meeting:
The Independent Directors met on February 13, 2026 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 the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
17. Board Evaluation:
The Board has adopted a formal mechanism for evaluating its own performance, as well as that of its committees and individual Directors, including the Chairman. The evaluation was carried out through a structured process covering various aspects of the Board's functioning such as composition of the Board and its Committees, diversity of experience and competencies, performance of specific duties and obligations, contribution at meetings and otherwise, independent judgment, and governance practices.
A separate meeting of Independent Directors was held, where the performance of the Board as a whole and that of the Chairman was reviewed, taking into account the views of Executive and Non-Executive Directors. Thereafter, at the subsequent Board meeting, the performance of the Board, its committees, and individual Directors was discussed. The performance evaluation of Independent Directors was carried out by the entire Board, excluding the Director being evaluated.
18. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future:
During the year under review, no significant or material orders were passed by the regulators, courts or tribunals which would impact the going concern status of the Company or its future operations.
19. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report:
The company during the period under review decided to Sub divide (split) 1 (One) existing Equity Share of the Company having face value of '10/- (Rupees Ten only) each, fully paid-up, into 10 (ten) Equity Shares of Re.1/- (Rupee One only) each, fully paid-up. In the same regard, the duly sub-divided equity shares of Re. 1/- each of the Company have been credited to the demat accounts of the concerned shareholders on April 18, 2026, in lieu of equity shares of face value '10/- each of the Company held by them as on April 17, 2026 (the Record Date fixed for this purpose).
Further, there were no other 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
Pursuant to the provisions of Section 139 of the Act read with applicable Rules framed thereunder, M/s. Mahendra N. Shah & Co., Chartered Accountants (Firm Registration No. 105775W), have been appointed as Auditors for a term of five years, from the conclusion of the 6th (Sixth) Annual General Meeting (AGM) till the Conclusion of 10th (Tenth) Annual General Meeting of the Company to be held.
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 31st March, 2026.
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 2025-26. 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.
Considering the relevant experience and expertise of the said firm and in light of the provisions of Section 138 of the Companies Act, 2013, read with the rules made thereunder the Board based on the recommendation of Audit committee approved appointment of M/s. Sandip Desai & Co, Chartered Accountants (Firm Registration No. 111812W), as internal auditor of the company to conduct internal audit for the financial year 2026-27.
Secretarial Auditors
During the year under review, the Board of Directors, at its meeting held on 7th April, 2025, duly noted and took on record the resignation tendered by CS Devesh Khandelwal, Proprietor of M/s. Khandelwal Devesh & Associates, Practicing Company Secretaries (COP No. 4202), as the Secretarial Auditor of the Company with effect from 3rd April, 2025.
Consequent upon the casual vacancy arising due to the resignation of the previous Secretarial Auditor and pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the rules made thereunder, the Board, based on the recommendation of the Audit Committee, approved the appointment of CS Janki Shah, Proprietor of M/s. SJV & Associates, Practicing Company Secretaries (Peer Review Certificate No. 1282/2021), to conduct the Secretarial Audit of the Company for the financial year 2024-25, at its meeting held on 20th May, 2025.
Thereafter, the Board, at its meeting held on 30th August, 2025, based on the recommendation of the Audit Committee and pursuant to the approval of the Members at the previous Annual General Meeting, approved the appointment of 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 consecutive financial years commencing from FY 2025-26 to FY 2029-30. The said appointment was subsequently approved by the Members at the Annual General Meeting held on 30th September, 2025.
Subsequent to the closure of the financial year ended 31st March, 2026 and prior to the date of this Report, M/s. SJV & Associates, Practicing Company Secretaries, expressed their unwillingness to continue as the Secretarial Auditor of the Company for FY 2025-26 and onwards and tendered their resignation with effect from 14th August, 2026. The Board duly noted and took on record the resignation at its meeting held on 14th August, 2026.
Consequent upon the resignation of M/s. SJV & Associates and the resulting casual vacancy, the Board, based on the recommendation of the Audit Committee, approved the appointment of M/s. Nisarg Sharma & Associates, Practicing Company Secretaries (COP NO. 17088), to conduct the Secretarial Audit of the Company for the financial year 2025-26, subject to the applicable provisions of law.
The Secretarial Audit Report for the financial year under review forms part of this Report and is annexed hereto as Annexure-A.
The observation made by the Secretarial Auditor was duly noted and responded to by the management of the Company. The details of the management's response are set out below:
The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, to the extent applicable to the Company.
Further, the Annual Secretarial Compliance Report issued pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to this Report as Annexure-B.
Further, pursuant to the amended provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board, at its meeting held on 5th September, 2026, based on the recommendation of the Audit Committee, approved the appointment of M/s. Nisarg Sharma & Associates, Practicing Company Secretaries (Peer Review Certificate No. 3941/2023), as the Secretarial Auditor of the Company for a term of five consecutive financial years commencing from FY 2026-27 to FY 2030-31, subject to the approval of the Members at the ensuing Annual General Meeting.
M/s. Nisarg Sharma & Associates have confirmed that they are eligible for appointment as the Secretarial Auditor and are not disqualified from being appointed or continuing as such under the applicable provisions of the Companies Act, 2013, the SEBI Regulations and other applicable laws.
The Directors recommend the appointment of M/s. Nisarg Sharma & Associates, Practicing Company Secretaries, as the Secretarial Auditor of the Company for the aforesaid term, for approval of the Members at the ensuing Annual General Meeting. The requisite details prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
in respect of the proposed appointment are provided in the Explanatory Statement annexed to the Notice convening the ensuing Annual General Meeting.
Cost Auditors
As specified under section 148 (1) of Companies Act, 2013 ("the Act") read with the Companies (Audit and Auditors) Rules, 2014, Maintenance of cost records is applicable to the Company and such accounts and records have been made and maintained by the company.
Further, 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 for the financial year 2025-26.
The Company has received consent from M/s. Ashish Bhavsar & Associates to act as the Cost Auditors along with a certificate confirming their independence and arm's length relationship.
Reporting of Frauds by Auditors:
During the year under review, the Auditors have not reported any instances of fraud committed against the Company by its officers or employees to the Audit Committee or the Board of Directors under Section 143(12) of the Companies Act, 2013.
22. Particulars of Employees:
The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as Annexure -C. Further, during the financial year under review, no employee of the Company was in receipt of remuneration exceeding the limits specified under Rule 5(2) of the said Rules. Accordingly, the disclosure required under Rule 5(2) and Rule 5(3) is not applicable.
23. Management's Discussion and Analysis Report:
The Management's Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), which, inter alia, covers the state of the Company's affairs, forms part of this Report and is annexed hereto as Annexure-D.
24. State of The Company's Affairs:
The state of the Company affairs forms an integral part of Management Discussion and Analysis Report. The same is furnished in "Annexure- D" attached to the report.
25. Conservation of energy, technology absorption and foreign exchange earnings and outgo:
The information relating to conservation of energy, technology absorption, and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended, is provided in Annexure-E to this Report.
26. Corporate Social Responsibility (CSR):
As part of its Corporate Social Responsibility (CSR) initiatives, the Company has continued its efforts towards the social and economic development of villages and communities located near its operations. Our focus remains on improving their quality of life and meeting the development needs of the local community.
At our Company, CSR is not merely a statutory obligation; it is a core approach to sustainable existence. We view CSR as a creative opportunity to strengthen our business fundamentals while contributing positively to society. Through these initiatives, we aim to create meaningful social, environmental, and economic impact. Our guiding principle is to build a sustainable and improved life for the weaker and underprivileged sections of society.
The Company has constituted a CSR Committee and framed a comprehensive CSR Policy in accordance with statutory requirements. The composition of the CSR Committee is provided in the Corporate Governance Report. Detailed information on the CSR Policy and the activities undertaken by the Company during the year is annexed as Annexure-F to the Directors' Report.
The CSR Policy is also available on the Company's website at https://pashupaticotspin.com/newpdf/2-Compliances/ BCorporate-Policies/13Corporate-social-responsibility-policy.pdf
27. Particulars of contracts or arrangements with related parties:
All related party transactions entered into by the Company during the financial year were on an arm's length basis and in the ordinary course of business.
Accordingly, the disclosure of such transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, in Form AOC- 2, is annexed herewith as Annexure-G to this Report.
28. Subsidiary, Joint Ventures and Associate Companies:
A list of bodies corporate which are su bsidiaries/associate s/joint ventures of the 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, the Company has prepared consolidated financial statements of the Company and a separate statement containing the salient features of financial statement of subsidiaries in Form AOC-1, is annexed herewith as Annexure-H to this Report.
29. Statement regarding the development and implementation of Risk Management Policy:
Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Company has developed and implemented a risk management framework for identification, assessment, monitoring and mitigation of various risks associated with the business of the Company. The Board periodically reviews the significant business risks and appropriate measures are undertaken to mitigate the same. During the year under review, no element of risk was identified which, in the opinion of the Board, may threaten the existence of the Company.
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, 2026 the Board is of the opinion that the Company has adequate and effective IFC commensurate with the nature, size, and complexity of its business operations. These controls were operating effectively and no material weaknesses were observed.
The Company has put in place procedures for ongoing monitoring and review of the IFC framework to ensure timely identification of any gaps and to implement necessary improvements, wherever required, so that such gaps do not materially affect the Company's operations.
During the year under review, no reportable material weakness in the design or operation of IFC was observed.
31. Directors' Responsibility Statement:
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that:
a) in the preparation of the annual financial statements for the financial year ended March 31, 2026, 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. Prevention of Sexual Harassment at Workplace:
In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the rules made thereunder, the Company has duly constituted an Internal Complaints Committee ("ICC") to address and redress complaints relating to sexual harassment at the workplace. The Company's POSH Policy is available on its website at the following link: https://www.pashupaticotspin. com/newpdf/2-Compliances/BCorporate-Policies/9Policy-on- prevention-of-sexual-harrasment-at-workplace.pdf.
The Company is committed to providing a safe, respectful and conducive work environment for all its employees and associates and has adopted appropriate measures to prevent and address instances of sexual harassment at the workplace.
The Directors further state and confirm that no complaints were received or reported under the provisions of the POSH Act during the financial year under review.
The disclosures relating to complaints of sexual harassment for the financial year ended March 31, 2026, are as follows:
33. 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 behavior among its employees and stakeholders. In line with this commitment, the Company has adopted a Whistle Blower Policy as part of its vigil mechanism.
Further, the Code of Business Conduct ("the Code") sets out important corporate ethical practices that guide the Company's value system and business functions, and embody the core values of the Company.
During the financial year ended March 31, 2026, 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.
34. Human resources:
The Company considers its human resources as the most valuable asset and a key driver in achieving its strategic objectives. In line with this belief, the Company places strong emphasis on attracting, nurturing, and retaining high-quality talent. The work environment is designed to empower employees, encourage innovation, and motivate them to consistently deliver higher levels of performance.
The commitment and dedication of employees continue to be the driving force behind the Company's growth and vision. The Board places on record its appreciation for the enthusiasm, hard work, and contribution of the employees at all levels.
35. Corporate Governance:
During the period under review, 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.
Following the migration to the Main Board, the Company remains firmly committed to upholding the highest standards of corporate governance and ensuring compliance with applicable regulatory requirements. The Corporate Governance Report, as required under the SEBI Listing Regulations, is annexed to this Report as Annexure-I. The said Report is accompanied by a certificate issued by the Secretarial Auditor, confirming compliance with the prescribed conditions of Corporate Governance.
36. Various Policies of the Company's:
In accordance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, the Company has formulated and implemented various policies to ensure good governance and transparency in its operations.
These policies are available on the Company's website at https://pashupaticotspin.com/company-policies.html. 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.
37. Code for Prevention of Insider Trading:
The Company has adopted a Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and their Immediate Relatives ("the Code") in compliance with the requirements of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.
The Code, inter alia, prescribes the procedures to be followed by designated persons while trading or dealing in the Company's securities and provides guidelines on the handling and communication of Unpublished Price Sensitive Information ("UPSI"). It also covers the Company's obligation to maintain a Structured Digital Database (SDD), establishes mechanisms for the prevention of insider trading, and outlines processes for sensitizing designated persons about the significance and confidentiality of UPSI.
To strengthen awareness and ensure compliance, the Company has been conducting regular training sessions for all designated persons, thereby enabling them to identify, understand and discharge their obligations effectively under the Insider Trading Regulations.
38. Secretarial Standards:
During the period under review, the 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.
39. Compliance Of the Provisions Relating to the Maternity Benefit Act 1961:
The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961. There has been no incident of granting any maternity benefit as per Maternity Benefit Act, 1961 during the financial year under review.
40. General Disclosures:
The Executive Chairman of the Company has not 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 this nature during the year under review:
1. Issue of equity shares with differential rights as to dividend, voting, or otherwise.
2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
3. Significant or material orders passed by regulators, courts, or tribunals which impact the going concern status or the operations of the Company in the future.
4. Voting rights not directly exercised by employees in respect of shares for which loans were provided by the Company (as no scheme exists under Section 67(3)(c) of the Companies Act, 2013, enabling such beneficial ownership).
5. Applications made or proceedings pending under the Insolvency and Bankruptcy Code, 2016.
6. One-time settlement of loans obtained from banks or financial institutions.
7. Revision of financial statements or Directors' Report of the Company.
41. Enclosures:
The following documents are annexed hereto and form an integral part of the Director's Report:
A. Annexure A - Secretarial Auditor's Report in Form No. MR-3
B. Annexure B - Annual Secretarial Compliance Report
C. Annexure C - Details of personnel/particulars of employees
D. Annexure D - Management Discussion and Analysis Report (MDAR) / State of the Company's affairs
E. Annexure E - Conservation of energy, technology absorption and foreign exchange earnings and outgo
F. Annexure F - Report on CSR Policy and activities undertaken
G. Annexure G - Form AOC-2: Particulars of contracts or arrangements with related parties
H. Annexure H - Form AOC-1: Statement containing salient features of the financial statements of subsidiaries/joint ventures
I. Annexure I - Corporate Governance Report
42. Acknowledgement:
The Directors express their sincere gratitude for the guidance, support, and assistance received from the Government of India, the governments of various states, concerned government departments, financial institutions, and banks. The Directors also thank the esteemed shareholders, customers, suppliers, and business associates for their continued trust and confidence in the Company.
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