To

The Members,

Your Directors present the Thirty Third Annual Report of your Company on the business and operations for the year ended 31^st March, 2025.

FY25 was marked by focused execution amidst a complex business environment. The Company reported a consolidated revenue of `37,506 lakhs, an increase of 11.4% YoY compared to `33,619 lakhs in FY24. EBITDA rose to `3,161 lakhs, growing ~20% YoY, while PAT stood at `456 lakhs, up 17.5% YoY. Operational cash profit increased by ~42.5% to `2,021 lakhs, demonstrating strong cash flow generation despite external headwinds.

The revenue growth was largely supported by the full-year impact of expanded capacities in both Specialized Polyester Filament Yarn (SPFY) and Embroidery & Laces (EL). SPFY remained the backbone of the Company, contributing 84% to total revenues with an annual turnover of `31,560 lakhs, driven by increased volumes and a value-added product mix.

The Embroidery & Laces segment reported revenue of `5,390 lakhs, registering a 12% growth, supported by improved demand from domestic apparel manufacturers and partial consolidation at the new Degaon facility. However, challenges persisted due to a drop in exports and delayed disbursement of government subsidies under the Textile Policy.

Export revenue declined by 30.4% YoY to `3,245 lakhs due to subdued global demand, higher freight costs, and geopolitical uncertainties in key markets such as the US and Eurozone. On the domestic front, the Company delivered robust performance with `34,213 lakhs in domestic revenue (up 18.1% YoY), reaffirming its and customer base.

Profitability, however, was constrained by rising power costs especially at the Kala Amb facility, which faced a sharp tariff hike post the withdrawal of electricity duty exemptions in Himachal Pradesh. This resulted in additional monthly power costs of around `40 lakhs, directly impacting margins. The Company is undertaking structural mitigation measures, including installation of energy-efficient machinery and a 2.2

MW rooftop solar project.

Despite these challenges, the Company achieved improved margins, with EBITDA margin at 8.43% and net profit margin at 1.22%, reflecting operational efficiencies and prudent cost control. Return on capital employed (ROCE) improved to 6.09%, and the debt-equity ratio reduced to 0.59, indicating enhanced financial stability

The Board does not propose to carry any amounts to reserves.

There is no change in nature of Business of the Company.

The global textile industry is undergoing structural transformation driven by sustainability imperatives, technological advancements, and shifting global sourcing dynamics. Valued at USD 760.28 billion in 2025, the global market is expected to grow at a CAGR of 5.09%, reaching

USD 974.38 billion by 2030. Regulatory developments such as the

EU Green Deal, digital product passports, and Extended Producer

Responsibility (EPR) are accelerating the push for circular, traceable, and low-impact supply chains. Additionally, the "China +1" strategy is boosting sourcing from South Asia and benefiting cost-competitive markets like India.

India remains one of the most resilient and fastest-growing textile economies globally. The Indian textile sector contributes ~2.3% to GDP, 13% to industrial production, and 12% to total exports, and employs over 4.5 crore people. With strong fundamentals, the industry is poised to reach USD 350 billion by 2030, supported by:

A robust cotton and MMF (man-made fibre) supply chain Strong domestic consumption and a growing middle class Accelerated investments under PLI, ATUFS, and PM MITRA Parks Rising demand for technical textiles, embroidered furnishings, and value-added yarns Government-backed support for sustainability, skilling, and logistics infrastructure While the domestic market continues to expand steadily, Indian exporters are also increasingly favored by global buyers seeking product differentiation, compliance, and shorter lead times.

During FY25, the Company delivered a steady performance, reflecting both the benefits of capacity expansion and the impact of external headwinds:

Revenue from operations stood at `37,506 lakhs, up 11.4% YoY EBITDA rose to `3,161 lakhs, marking a growth of 19.8% YoY PAT improved by 17.5% YoY to `456 lakhs EBITDA margin increased to 8.43% from 7.85% in FY24

ROCE improved to 6.09% and Debt-to-Equity ratio reduced to 0.59

However, exports declined 30.4% YoY due to a subdued global retail environment and increased delivery costs. Profitability was impacted by electricity tariff hikes at the Kala Amb plant and delayed release of sanctioned capital subsidies under the Maharashtra Textile Policy.

Working capital utilization remained tight, reflecting the combined effect of these macro constraints.

Despite these challenges, Pioneer Embroideries continues to focus on cost control, operational streamlining, and policy-driven modernization, positioning itself for long-term value creation in both domestic and export markets.

The total secured borrowings as on year-end FY25 stand at about `8,725 lakhs (`10,460 lakhs), including working capital of `3,129 lakhs (previous year of `2,690 lakhs).

The Equity Shares of the Company are listed with the BSE and NSE.

The Company's shares have been delisted from Calcutta Stock Exchange with effect from 14^th March, 2025.

Your Directors have not recommended any dividend on equity shares in respect of the financial year 2024-25, in view of conserving the funds for business expansion.

Mr. Raj Kumar Sekhani has been allotted 13,40,000 equity shares on 12^th August, 2024, pursuant to conversion of its entire Share Warrants after receipt of full payment.

The total revenue of Hakoba Lifestyle Limited in current year stood at `0.29 lakh (`0.49 lakhs). Net Loss after tax item stood at `1.55 lakh as compared to net loss of `0.53 lakhs in previous year.

The revenue of Crystal Lace (India) Limited in current year stood at `0.89 lakhs (`17.31 lakhs). The Company has incurred a net loss of `5.07 lakhs as compared to net loss of `31.38 lakh in previous year.

Pioneer Realty Limited had no activity during the year.

The statement of subsidiaries in Form AOC-1 (pursuant to first proviso to sub section (3) of section 129 of the Companies Act, 2013) is provided as Annexure - A to the Consolidated Financial Statement and hence not repeated here for the sake of brevity.

The Consolidated Financial Statements of the Company are prepared in compliance with applicable provisions of the Companies Act, 2013, and "Ind AS" issued by the Institute of Chartered Accountants of India as well as Listing Regulations as prescribed by the Securities and Exchange Board of India (SEBI) and form a part of the Annual Report.

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance with Auditors Certificate compliance, is attached and forms an integral part of this Report.

Further, a declaration affirming compliance with the code of conduct by all the Board members and senior management personnel along with certificate under Regulation 17(8) of the also given in this Annual Report.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are made available on the Company's website (www.pelhakoba.com).

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company Mr. Harsh Vardhan Bassi (DIN:00102941), who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. Accordingly, his re-appointment forms part of the notice of the ensuing Annual General Meeting.

The Nomination and Remuneration Committee and Board of Directors have approved re-appointment and payment of remuneration of Mr. Raj Kumar Sekhani (DIN:00102843) as an Executive Chairman of the Company with effect from 29^th August 2025 for a period of 5 years at remuneration not exceeding `10,00,000/- (Rupees Ten Lacs only) per month including perquisites and Mr. Saurabh Maheshwari (DIN 00283903) as an Executive Director of the Company for a period of 5 years with effect from 18<sup>th</sup> May, 2026 at a remuneration not exceeding `4,50,000/- (Four Lac Fifty Thousand only) per month including perquisites.

The Nomination and Remuneration Committee and Board of Directors have approved re-appointment of Ms. Sushama Bhatt (DIN:09168896),

Independent Director of the Company to hold office for second consecutive term of 5 (five) years i.e. from 18^th May, 2026 to 17^th May, 2031 and shall not be liable to retire by rotation

Accordingly, their re-appointments are being sought in the forthcoming Annual General Meeting (AGM) of the Company and forms part of the AGM notice.

The following are the Key Managerial Personnel of the Company pursuant to Section 203 of the Companies Act, 2013:

The performance evaluation of the non-executive directors is done by SEBI Listing Regulationsis the Board annually. This evaluation is based taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as the attendance and contribution of the member at the Board/ Committee meetings. The process also considers core competency, expertise, personnel characteristic and specific responsibility of the concerned director.

The performance evaluation of the Chairman, Managing and Executive Directors were carried out by the Independent Directors in a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the view of the Executive Directors and Non-Executive Directors. A separate exercise was carried out to evaluate the performance of individual Directors who were evaluated on parameters such as level of engagement, contribution and independence of judgment. The Board of Directors expressed their satisfaction with the evaluation process.

All the Independent Directors have provided the declaration of Independence, as required pursuant to Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub-section (6) and SEBI LODR Regulations.

All new Independent Directors (IDs) inducted into the Board are given an orientation. Presentations are made by Executive Directors (EDs) and Senior Management giving an overview of the Company's operations, to familiarize the new Independent Directors (IDs) with the Company's Business operations. The new IDs are given an orientation on our products, group structure and subsidiary company, Board constitution and procedures, matters reserved for the Board, and the Company's major risks and risk management strategy.

The details of number of meetings of the Board, held during the year forms part of the Corporate Governance Report and hence not repeated here for the sake of brevity.

The details of unpaid and unclaimed amounts as on 31^st March, 2025 are uploaded on the Company's website (www.pelhakoba.com).

The Company has established a Vigil Mechanism/Whistle Blower Policy that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for an adequate safeguards against victimization of persons who use the Vigil Mechanism.

Details of the Vigil Mechanism/Whistle Blower policy are made available on the Company's website (www.pelhakoba.com).

Details of the Loans, Guarantees and Investment covered under the section 186 of the Companies Act, 2013 are given in the Financial Statements.

The details pertaining to credit rating, forms part of the Corporate Governance Report and hence not repeated here for the sake of brevity.

The Committee has framed a policy to determine the qualification and attributes for appointment and basis of determination of remuneration of all the Directors, Key Managerial Personnel and Senior Management. A copy of the policy is annexed as Annexure -A.

All transactions entered into with Related Parties for the year under review were on arm's length basis and in the ordinary course of business and Company has not entered into any contract/arrangement/ transaction with related parties which could be considered material in nature thus provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted. Thus, disclosure in Form AOC-2 in terms of Section 134 of the Companies Act, 2013, is included as Annexure - B and forms an integral part of this Report.

All related party transactions are placed before the Audit Committee as also to the Board for approval.

The Company has developed a Related Party Transactions Policy which has been uploaded on the website of the Company and web-link thereto has been provided in the Corporate Governance report.

The Company has never accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, or under Chapter V of the Act. Hence, the requirement for furnishing details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

There is no material change affecting the financial position of the Company which have occurred between the end of the financial year

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013:

(i) that in the preparation of the Annual Accounts for the year ended 31^st March, 2025, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

(ii) that the accounting policies selected and applied are consistent and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2025 and of the net profit of the

Company for the year ended on that date;

(iii) that proper and sufficient care has been taken 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;

(iv) that the annual accounts have been prepared on a going concern basis;

(v) that the Directors had laid down adequate internal financial controls to be followed by the Company and these are operating effectively;

(vi) that adequate and proper systems to ensure compliance with all applicable laws have been devised and such systems are operating effectively in the Company.

The appointment of M/s. M B A H & CO. (ICAI Regn. No.121426W), statutory auditors of the Company were appointed for a period of 5 years at 30^th Annual general Meeting as statutory auditors till the conclusion of 35^th Annual general Meeting, as per the provisions of Section 139 of the Companies Act, 2013.

There is no qualification, reservation or adverse remark or disclaimer made by the Statutory Auditors i.e. M/s. M B A H & CO., Chartered Accountants in its report and therefore, there are no further explanations to be provided for in this report and is prepared as per

"Ind AS".

The Board of Directors, on the recommendation of Audit Committee, has appointed M/s. D S A & Co., Cost accountants, as Cost Auditor to audit the cost accounts of the Company for the year 2025-26 at a remuneration of `1,40,000 plus GST as applicable and reimbursement of out of pocket expenses. A resolution seeking member's approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting. The Company has maintained cost accounts and records for the business, which is applicable as per Section 148(1) of the Companies Act, 2013 for the year ended 31^st March, 2025.

As required under Section 204 of the Companies Act 2013, and rules made thereunder, the Company has re-appointed M/s. Sanjay Dholakia

& Associates, a firm of Company Secretaries in

No.2655; C.P. No.1798) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure – C and forms an integral part of this Report.

There is no qualification, reservation or adverse remark or disclaimer made by the Secretarial Auditors in its report and therefore, there are no further explanations to be provided for in this report.

Your Company has an effective internal control and risk mitigation system, commensurate with its size, scale and complexity of its operations. The scope and authority of the Internal Audit function is also defined. The Audit Committee of the Board actively reviews the adequacy and effectiveness of the systems.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, corrective actions are undertaken in the respective areas and thereby strengthen the controls. Significant observations and corrective actions thereon are presented to the Audit Committee of the Board.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors, including audit of internal financial controls over financial reporting, and the reviews performed by management and the audit committee, the Board is of the opinion that the Company's internal financial controls were adequate and operating effectively as at March 31, 2025.

During the year under review, no material or serious observation has been observed for inefficiency or inadequacy of such controls.

There is a continuous process for identifying, evaluating and managing significant risks faced through a risk management identify the key risks facing business. Risks would include significant weakening in demand from core-end markets, inflation uncertainties and any adverse regulatory developments, etc. During the year a risk analysis and assessment was conducted and no major risks were noticed.

The Company, in order to ensure health and safety of its employees and other staff, took adequate pre-emptive measures to enhance the hygiene and sanitization protocols across all offices and plants, in line with guidelines in force by local authorities. The health of the employees coming to work space is being continuously monitored for any signs of the health complications and adequate containment measures are in place. Your Company is committed to maintain its efforts in providing a safe working environment to its employees.

Practice (Membership

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business. Employees are considered to be team members being one of the most critical resources in the business which maximize the effectiveness of the Organization. Human resources build the Enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Company's Polices and Systems. The Company takes various HR initiatives to align the HR policy to the growing requirements of business.

Your Company regularly conducts technical and safety training programmes.

There are no orders passed by the Regulators or courts or tribunals impacting the going concern status and Company's operations in future. audit

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with Rule 14, the internal committee constituted under the said act has confirmed that no complaint/case has been filed/pending with the

Company during the year.

a. Details of the remuneration of each director to the median remuneration of the employees of the Company and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure - D.

b. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

The particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014, are attached as Annexure-E to this report.

Your Company seeks to build constructive relationship with all the stakeholders and wants to benefit from your Company's presence.

The Company had formed the CSR Committee and has framed a CSR policy, which has been uploaded on the website of the Company. The provisions of CSR activities under Companies Act 2013 were not applicable to your Company. The CSR Committee has been dissolved by the Board with effect from 31^st March, 2025, at its meeting held on 6^th February, 2025.

(a) options granted; 3,99,864

(b) options vested; NIL

(c) options exercised; NIL

(e) options lapsed; NIL

(f) the exercise price; NA

(g) variation in terms of options; No

(h) money realised by exercise of options; NA

(i) total number of options in force; 418,364

(j) employee wise details of options granted to:

(i) Key Managerial Personnel; Mr. Deepak Sipani: 15000

Ms. Ami Thakkar: 5000

There is no material change in the ESOP scheme and the same is in compliance with the SEBI (Share Based Employee Benefits)

Regulations, 2014. ESOP scheme are made available on the Company's website (www.pelhakoba.com).

As per Regulation 13 of Securities and Exchange Board of India (Share

Based Employee Benefits) Regulations, 2014, a certificate from the secretarial auditor of the company that the scheme(s) has been implemented in accordance with these regulations and in accordance with the resolution of the Company in the general meeting is annexed as Annexure -F.

During the year, there were no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

During the year, the Company had not made any One Time Settlement with any banks or Financial Institutions.

The Company has complied with the Secretarial Standards issued by Institute of Company Secretaries of India on Meeting of Board of Directors and General Meetings.

During the Financial Year under review:

a. the Company has not issued Equity Shares with differential rights as to dividend, voting or otherwise, pursuant to the provisions of Section 43 of the Act and Rules made thereunder.

b. the Company has not made any provisions of money or has not provided any loan to the employees of the Company for purchase of shares of the Company or its holding Company, pursuant to the provisions of Section 67 of the Act and Rules made thereunder.

c. the Company has not accepted any deposit from the public, pursuant to the Chapter V of the Act and Rules made thereunder.

d. the Company has not bought back its shares, pursuant to the provisions of Section 68 of the Act and Rules made thereunder.

e. there were no significant material orders passed by the Regulators/Courts which would impact the going concern status of its future operations.

f. there were no significant material changes and commitments affecting the financial position of the Company, which have the end of the Financial Year of the Company to which the financial statements relate and the date of this Report

g. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

received ACKNOWLEDGEMENT

The Management of your Company is grateful to the Government Authorities, Shareholders, Valued Customers, Company's Bankers, Raw Material Suppliers and other Business Associates for their continued support and co-operation.

The Directors also wish to place on record their appreciation of the co-operation, active involvement and dedication of the employees, which enabled the Management to contribute to the revival of your Company.