The Directors present the Thirty Forth Annual Report of Pasari Spinning Mills Limited (the
Company) on the business and operations of the Company along with the audited Financial
Statements for the Financial Year ended 31st March, 2025.

1. FINANCIAL HIGHLIGHTS/ PERFORMANCE OF THE COMPANY:

2. PERFORMANCE OF THE COMPANY:

For the year ended 31st March, 2025, the Company has earned a profit of Rs. 36,04,770
(Rupees Thirty Six Lakh Four Thousand Seven Hundred and Seventy only) as compared
with the previous year's profit of Rs. 42,53,420 (Rupees Forty Two Lakh Fifty Three
Thousand Four Hundred and Twenty only).

3. THE WEB ADDRESS, WHERE ANNUAL RETURN HAS BEEN PLACED:

The Company is having website i.e. www.pasarispinning.com and Annual Return of
Company has been published on this website.

4. BIFR STATUS:

The Company has continued in its efforts to obtain the necessary reliefs/concessions from
Government of Karnataka on matters relating to Sales Tax.

5. DIVIDEND:

During the year under review, the Company did not declare any dividend to its members
as a prudent business policy.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND
PROTECTION FUND:

During the period under review there were no amounts which were required to be
transferred to the Investor Education and Protection Fund by the Company.

7. RESERVES:

During the year under review the Company has earned a profit Rs. 36,04,770 (Rupees
Thirty Six Lakh Four Thousand Seven Hundred and Seventy only) as compared with the
previous year's profit of Rs. 42,53,420 (Rupees Forty Two Lakh Fifty Three Thousand Four
Hundred and Twenty only) and the same has been transferred to Reserves and Surplus
account.

8. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK:

The Company has discontinued its production operations from the financial year 2010-11.
The Company has no intention to continue the production operations henceforth and has
decided to lease out the Factory premises. The Company has not made any sales during
the current year. Future outlook detailed discussion is made under the head
"Management Discussion and Analysis Report "in ANNEXURE V, which forms part of
Annual report.

9. CREDIT RATING:

During the year under review, credit rating is not applicable to the Company.

10. CHANGE IN NATURE OF BUSINESS:

The Company has not changed its business objectives and nature of business during the
year under review.

11. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE
DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which this financial statements relate
and the date of this report.

12. 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:

There were no significant and material orders passed by the Regulators or the Courts or
Tribunals impacting the going concern status and Company's operation in the future.

However, the Hon'ble Bangalore District Court, vide its order dated 31st January, 2020
has dismissed the case M/ s Pasari Spinning Mills Limited Vs The Cotton Corporation of
India. An appeal for the same is filed before the Hon'ble High Court of Karnataka.

13. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL
WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Board has adopted the policies and procedures for ensuring the orderly and efficient
conduct of its Business, including adherence to the Company's policies, safeguarding of
its assets, prevention and detection of frauds and errors, accuracy and completeness of
the accounting records, and timely preparation of the reliable financial disclosures.

14. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint venture but T.K.R Textiles Private
Limited as Associate Company. However the Company, T.K.R Textiles Private Limited is
struck off by the Registrar of Companies, Karnataka on an application made.

15. DEPOSITS:

During the year under review the Company has not accepted or renewed any deposits.

16. PARTICULARS OF EMPLOYEES:

As required by Rule 5(2) and (3) of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014, there were no employees employed during the year
who were in receipt of remuneration which is not less than Rs. 8,50,000 (Eight lakhs fifty
thousand only) per month or Rs. 1,02,00,000 (One crore two lakhs only) per annum.

17. AUDITORS:

Statutory Auditors:

M/ s Rao & Emmar, Chartered Accountants, Bangalore (Firm Registration No. 03084S),
were reappointed at the 33rd AGM held on 13th November 2024 to serve as Statutory
Auditors from the conclusion of that meeting until the conclusion of the 38th AGM,
scheduled to be held in 2029. The Statutory Auditor's Report on the Company's accounts
for the year ended 31st March, 2025 contains certain observations and Emphasis on the
matter, which have been suitably explained in the Point No. 34 of Boards Report.

Secretarial Auditors:

The Board has appointed M/ s Vinay & Ashwini, Company Secretaries, Bangalore as the
Secretarial Auditors, to conduct the Secretarial Audit of the Company for the Financial
Year 2024-25 as required under Section 204 of the Companies Act, 2013 and Rules made
thereunder. The Secretarial Audit Report for the FY 2024-25 forms part of the Annual
Report as Annexure I to the Board's Report.

The proposal for appointment of M/ s Vinay & Ashwini, Company Secretaries, Bangalore
as the Secretarial Auditors for the next five years has been placed before the shareholders
for their approval.

Cost Auditors:

The provisions related to submission of Cost Audit Report are not applicable to the
Company.

Internal Auditor:

The Board has appointed Mr. Rayaluru Venkatapathi, Cost Accountant, Bangalore as the
Internal Auditor, to conduct the Internal Audit of the Company for the Financial Year
2025-26 as required under Section 204 of the Companies Act, 2013 and Rules made
thereunder.

18. EXTRACT OF ANNUAL RETURN:

The requirement of preparing extract of Annual Return (MGT-9) is done away with by
virtue of an amendment to Section 92(3) as well as Rule 12 of Companies (Management
and Administration) Rules, 2014.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO:

Significant measures are taken to reduce the energy consumption by using energy-
efficient equipments. Conservation of energy is always on the "To Do" list at all levels of
operations. Efforts are made in this direction on a continuous basis. The company has
taken the following adequate measures to conserve the energy:

• Localized lighting in place of community lighting.

• Employees are habituated to switch off fans, lights during the lunch break and at close
of office hours. The Company has started using LED lights which saves the energy
considerably

Foreign Exchange:

20. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Section 135 of the Companies Act, 2013, dealing with Corporate Social Responsibility is
not applicable to the company as it has not met the prescribed threshold criteria. Further
details are set out in Annexure IV.

21. DIRECTORS:

A) Changes in Directors:

During the year under review there were no changes in the constitution of Board. The details
of the Directors are as under:

Mrs. Poonam Gupta is liable to retire by rotation at the ensuing Annual General Meeting. She
has confirmed her eligibility and willingness to accept the office of the Director of your
Company, if confirmed by the Members at the ensuing Annual General Meeting. In the
opinion of your Directors, she has requisite qualifications and experience which would be
useful for your Company and would enable her to contribute effectively to your Company in
her capacity as the Director of your Company.

B) Key Managerial Personnel:

The Company has full time Company Secretary as well as CFO. As on date, Ms. CS Unnti is
the Company Secretary and Compliance officer of the Company.

C) Declaration by Independent Director(s) and reappointment:

The Company has received necessary declarations of independence from the both the
Independent Directors under section 149(7) of the Companies Act, 2013, that they meet the
criteria of independent director envisaged in section 149(6) of the Companies Act, 2013.

D) Programme for Familiarisation of Independent Directors:

The details of programme for familiarization of Independent Directors of the Company, their
roles, rights, responsibilities in the Company, nature of the industry in which the Company
operates, business model of the Company and related matters are put up on the website of
the Company at its link www.pasarispinning.com

E) Formal Annual Evaluation:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an
annual performance evaluation of its own performance, the Directors individually, as
well as the evaluation of the working of its Audit, Nomination and Remuneration
Committee.

22. ANNUAL GENERAL MEETING:

During the year 33^rd Annual General Meeting was held on 13^th November, 2024 through
video conferencing or other audio-visual means (OAVM). The Company had obtained an
extension for holding the Annual General Meeting for 43 days by making an application.

23. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER
REVIEW:

The Board of Directors duly met 5 (five) times, during the year under review. The intervening
gap between any two meetings was within prescribed period as per the Companies Act, 2013
and Securities and Exchange Board of India Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The details of the same areas
under:

24. COST RECORDS:

The provision of Cost audit as per section 148 does not applicable on the Company.

25. CONSOLIDATED FINANCIAL STATEMENTS:

Company does not have any subsidiaries so there is no need to prepare consolidated
financial statement for the F. Y. 2024-25.

26. SEBI(LODR) COMPLIANCE:

The Company has complied with all the provisions of the SEBI (LODR) Regulations, 2015,
that are applicable to it.

27. COMPLIANCE WITH SECRETERIAL STANDARDS:

The Directors have devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards and that such systems are adequate and operating
effectively.

28. LISTING WITH STOCK EXCHANGE:

The Company confirms that it has paid the Annual Listing Fee for the year 2024-2025 BSE
Limited with whom the Equity Shares of the Company have been listed.

29. CORPORATE GOVERNANCE:

Maintaining high standards of Corporate Governance has been fundamental to the business
of your Company since its inception. A separate report on Corporate Governance is provided
Annexure II.

30. POLOCIES OF THE COMPANY:

Vigil Mechanism/Whistle Blower Policy for directors and employees:

The Company has formulated Vigil Mechanism/Whistle Blower policy and the same is

implemented.

Research and Development:

Since the Company does not have any production activities, the policy for the same is not
applicable.

Insider Trading Code:

In compliance with the SEBI regulations on prevention of insider trading, the Company
has instituted a comprehensive Code of Conduct for regulating, monitoring and reporting
of trading by Insiders. The said Code laid down guidelines, which advised them on
procedures to be followed and disclosures to be made, while dealing with shares of the
Company and cautioned them on on sequences of non compliances.

Internal Control System and Their Adequacy:

Detailed discussion is made under the head "Management Discussion and Analysis
Report", which forms part of Annual report in Annexure V.

Anti- Sexual Harassment Policy:

The Company has adopted a policy for prevention of sexual harassment at the workplace,
in line with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). An Internal Complaints
Committee ("ICC") has been duly constituted as per the provisions of the POSH Act to
redress complaints regarding sexual harassment at the workplace.

During the financial year under review, the Company has complied with all the
provisions of the POSH Act and the rules framed thereunder. Further details are as
follows:

31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER
SECTION 186 OF THE COMPANIES ACT, 2013:

Loans, Guarantees or Investments covered under Section 186 of the Companies Act, 2013
forms part of the notes to the Financial Statements provided in the Annual Report.

32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company with
related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013
including certain arms length transactions under third proviso thereto is disclosed in
Form No. AOC -2 as per Annexure III.

33. MANAGERIAL REMUNERATION:

Since the Company is not carrying on any profitable activities, the Directors of the
Company (other than the Managing Director) have voluntarily waived their
remuneration. Accordingly, no remuneration has been paid to the Directors during the
year under review.

34. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various
risks to key business objectives. Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on continues basis.Detail discussion is
made under the heading "Management Discussion and Analysis Report", which forms part
of Annual report in Annexure V.

35. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 your directors
confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures

(b) The directors had 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 as at the end of the financial year and of
the profit/loss of the company for that period

(c) The directors had 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.

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) Those proper internal financial controls were in place and that the internal financial
controls were adequate and were operating effectively.

(f) The Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

36. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR
ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE
PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

Pursuant to Section 204 of the Companies Act, 2013, the Secretarial Audit Report issued by
the Secretarial Auditor forms part of this Report and Independent Auditor's Report issued by
Statutory Auditors. The observations made in the Report and the Board's explanations
thereon are as under:

37. FRAUD REPORTING:

Pursuant to the provisions of section 143(12) of the Companies Act, 2013, the Statutory
Auditors have not reported any incident of fraud to the Board.

38. VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARD'S REPORT:

The Company has not made any application to the Authorities for revision of Financial
Statements or Boards Report during the year under review.

39. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER
THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG
WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

(i) The Company has not made any application or initiated any proceedings under
the Insolvency and Bankruptcy Code, 2016.

(ii) There are no proceedings initiated/ pending against your Company under the
Insolvency and Bankruptcy Code, 2016 which materially impact the business of
the Company.

40. THE DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE
TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE AT THE TIME OF
TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH
THE REASONS THEREOF:

No settlements have been done with banks or financial institutions.

41. AMOUNTS DUE TO MICRO, SMALL AND MEDIUM ENTERPRISES:

Based on the information available with the company regarding the status of the suppliers
under the MSME, there are no dues outstanding to Micro and Small Enterprises as at 31st
March 2025.

42. DEPOSITORY SYSTEM:

In India there are two depositories i.e. National Securities Depositories Limited (NSDL) and
Central Depository Services (India) Limited (CDSL). To facilitate trading in DEMAT form,
Company have established connectivity with NSDL and CDSL. Currently about 92.77% of
the Issued Capital is held in electronic mode as on 30^th June, 2025.

43. INDUSTRIAL RELATION:

The Company acknowledges its human resources as an important asset and remains
committed to maintaining cordial and harmonious relations. The overall industrial relations
during the year under review were satisfactory.

44. MATERNITY BENEFITS:

During the year under review, the provisions relating to maternity leave were not applicable
to the Company, as there were no female employees on its rolls during the financial year.

45. SHARE CAPITAL:

A. Authorised Capital

The Authorized Capital of the Company is Rs. 14,00,00,000 (Rupees fourteen crore only)
divided into 1,40,00,000 (Once crore forty lakh only) Equity Shares of Rs. 10 each.

B. Paid up capital:

The Paid up capital of the Company is Rs. 13,80,00,000 (Rupees thirteen crore eighty lakh
only) divided into 1,38,00,000 (Once crore thirty eight lakh only) Equity Shares of Rs. 10 each.

C. Changes In Share Capital:

There is no change in both the Authorised and paid up capital of the Company during the
year under review.

D. Buy back of securities:

The Company has not bought back any of its securities during the year under review.

E. Sweat equity:

The Company has not issued any Sweat Equity Shares during the year under review.

F. Bonus shares:

No Bonus Shares were issued during the year under review.

G. Employees Stock Option Plan:

During the year under review the Company has not provided any Stock Option Scheme to
the employees.

H. Issue of equity shares with differential rights:

No equity shares with differential rights were issued during the year under review.

46. ADDITIONAL INFORMATION:

The additional information required to be given under the Companies Act, 2013 and the
Rules made thereunder, has been laid out in the Notes attached to and forming part of the
Financial Statements. The Notes to the Financial Statements referred to the Auditor's Report
are self-explanatory and therefore do not call for any further explanation.

47. ACKNOWLEDGEMENTS:

The Directors place on record their appreciation for cooperation and continued support
extended by employees, consultants, customers, shareholders, investors, partners,
vendors, bankers, the Government, and statutory authorities for the Company's growth.
We thank associates and consultants for their valuable contribution in our progress and
look forward to their continued support.

Date: 01.09.2025 Poonam Gupta Krishna Kumar Gupta

Place: Bangalore DIN: 08447607 DIN: 00003880

Director Managing Director

Address: A-21 Silver Palm, Address: A-21 Silver palm,
Bldg 3, Basavanagar Main, Bldg 3, Basavanagar Main,
Vibhuthipura Extn, Vibhuthipura Extn,

Marathahalli Colony, Marathalli, Bangalore- 560067

Bangalore- 560037