Pashupati Cotspin Limited — Proxy Solicitation & Information Statement 2025

Apr 8, 2025

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Date: April 08, 2025

To,

National Stock Exchange of India Limited

Exchange Plaza, Plot no. C/1, G Block, Bandra Kurla Complex Bandra (E), Mumbai - 400051

Dear Sir/Ma’am,

Sub: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") w.r.t Postal Ballot Notice.

Ref: Pashupati Cotspin Limited (SYMBOL/ISIN: PASHUPATI/ INE124Y01010)

Respected Sir/ Madam,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith the Notice of Postal Ballot & E-Voting, together with the Explanatory Statement thereto, seeking approval of the Members of the Company by way of a special resolution through the Postal Ballot process for the agendas as mentioned in the postal ballot Notice.

The aforementioned Notice is being sent through electronic mode today i.e., April 08, 2025, to all the Members, who have registered their email addresses with the Company/Depositories/Registrar and Transfer Agents of the Company viz., M/s. MUFG Intime India Private Limited and whose names appear in the Register of Members as on Friday, April 04, 2025.

The Notice of Postal Ballot & E-Voting is also available on the website of the Company viz., www.pashupaticotspin.com.

The remote e-voting will commence on Wednesday, April 09, 2025 at 9.00 A.M. IST and will end on Thursday, May 08, 2025 at 5.00 P.M. IST, and the result thereof will be declared on or before Monday, May 12, 2025.

Kindly take the same on your records and oblige us.

Thanking You, Yours Faithfully,

For, PASHUPATI COTSPIN LIMITED

SAURIN JAGDISH BHAI PARIKH Digitally signed by SAURIN JAGDISH BHAI PARIKH Date: 2025.04.08 17:18:03 +05'30'

SAURIN JAGDISHBHAI PARIKH CHAIRMAN & MANAGING DIRECTOR

DIN: 02136530

Place : Kadi

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Reg. Off.: Land Survey No. 919/1, 919/2, C/O. Pashupati Cotspin Limited, Balasar, Kadi Detroj Road, Kadi., Balasar, Mahesana, Kadi-382715, Gujarat, India Corporate office: D - 707, Ganesh Meridian Opp. Gujarat High Court S.G. Highway Ahmedabad – 380060, Gujarat, India

Email: cfo@pashupaticotspin.com Website: www.pashupaticotspin.com

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POSTAL BALLOT NOTICE [Pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014]

VOTING STARTS ON	VOTING ENDS ON
Wednesday, April 09, 2025	Thursday, May 08, 2025

Dear Member(s),

Notice is hereby given that pursuant to the provisions of Section 110 read with Section 108 and all other applicable provisions, if any, of Companies Act, 2013 (the “Act”), read together with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (the “Rules”) read with General Circular Nos. 14/2020 dated 8[th] April, 2020, 17/2020 dated 13[th] April, 2020, 20/2020 dated 5[th] May, 2020, 22/2020 dated 15[th] June, 2020, 33/2020 dated 28[th] September, 2020, 39/2020 dated 31[st] December, 2020, 10/2021 dated 23[rd] June, 2021, 20/2021 dated 8[th] December, 2021, 3/2022 dated 5[th] May, 2022, 11/2022 dated 28[th] December, 2022, 9/2023 dated 25[th] September, 2023 and 9/2024 dated 19[th] September, 2024 and other relevant circulars issued by the Ministry of Corporate Affairs, Government of India (“MCA Circulars”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”) and other applicable provisions, if any, of the SEBI Listing Regulations, for the time being in force read along with SEBI Circulars / Master Circular(s), as may be applicable in this regard, Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and any other applicable laws, rules and regulations (including any statutory modification(s) or reenactment(s) thereof, for the time being in force), the resolutions set out below are proposed to be passed by the Members of Pashupati Cotspin Limited (the “Company”) by means of Postal Ballot, only by way of remote e-voting (“e-voting”) process.

The proposed resolutions and the Explanatory Statement pursuant to Section 102, 110 of the Act and any other applicable provisions of the Act, read with Rules framed thereunder, setting out the material facts and reasons thereof concerning the resolution mentioned in this Postal Ballot Notice (“Notice”), are annexed hereto.

In compliance with the requirements of the MCA Circulars, the Postal Ballot Notice is being sent only through electronic mode to those shareholders whose email address is registered with M/s. MUFG Intime India Private Limited (Formerly Known as Link Intime India Private Limited) (“RTA”), the Company’s Registrar and Share Transfer Agent, and/or the Depository Participant(s) and the hard copy of the Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelope will not be sent to the shareholders for this Postal Ballot and the shareholders are required to communicate their assent or dissent through the remote e-voting system only.

In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolutions is restricted only to e-voting i.e. by casting votes electronically instead of submitting postal ballot forms. The instructions for e-voting are appended to this Notice.

The Company has appointed Ms. Mittal V Kothari, Proprietor of M/s. Mittal V Kothari & Associates, Company Secretaries, as Scrutinizer for conducting the Postal Ballot through Remote e-Voting process in a fair and transparent manner and in accordance with the provisions of the Act and the rules made thereunder.

Members are requested to carefully read the instructions mentioned under the head 'General information and instructions relating to e-voting' in this Notice and record their assent (“FOR”) or dissent (“AGAINST”) on the proposed resolutions through the e-voting process not later than 5:00 p.m. (IST) on Thursday, May 08, 2025 failing which it will be considered that no reply has been received from the Member.

The Company has engaged the services of National Securities Depository Limited (hereinafter referred to as “NSDL” or “Service Provider”) for facilitating e-voting to enable the Members to cast their votes electronically instead of dispatching postal ballot forms. The postal ballot results will be submitted within 2 (Two) working days from conclusion of the e-voting period to the stock exchanges in accordance with the SEBI Listing Regulations.

The Scrutinizer will submit the results of the e-voting to the Chairman of the Company or any other authorized officer(s) of the Company after completion of the scrutiny of the e-voting. The results of the Postal Ballot along with the Scrutinizer's Report will also be displayed on the website of the Company at www.pashupaticotspin.com, on the website of NSDL at www.evoting.nsdl.com and shall also be displayed at the Registered Office of the Company while simultaneously being communicated to the National Stock Exchange of India Limited where the equity shares of the Company are listed.

The proposed resolutions, if approved, will be taken as having duly passed on the last date specified for e-voting by the requisite majority of Members by means of Postal Ballot i.e. Thursday, May 08, 2025.

	By order of the Board of Directors,
	Pashupati Cotspin Limited
	SD/-
	Saurin Jagdish Bhai Parikh
Place:Kadi	Chairman & Managing Director
Date:April 07, 2025	(DIN: 02136530)
Reg. Off.: Land Survey No. 919/1, 919/2, C/O. Pashupati Cotspin Limited, Balasar, Kadi Detroj Road, Kadi., Balasar, Mahesana, Kadi-382715, Gujarat, India
Corporate office: D - 707, Ganesh Meridian Opp. Gujarat High Court S.G. Highway Ahmedabad – 380060, Gujarat, India

Email: cs@pashupaticotspin.com Website: www.pashupaticotspin.com

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SPECIAL BUSINESSES

ITEM NO. 1:

TO APPROVE THE MIGRATION OF LISTING/TRADING OF EQUITY SHARES OF THE COMPANY FROM EMERGE PLATFORM OF NATIONAL STOCK EXCHANGE OF INDIA LIMITED (‘NSE’) TO MAIN BOARD OF NATIONAL STOCK EXCHANGE OF INDIA LIMITED (‘NSE’) AS WELL AS ON MAIN BOARD OF BSE LIMITED (‘BSE’).

To consider and if thought fit, to pass with or without modification, the following resolution as a Special Resolution:

Note: In accordance with Regulation 277 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulation, 2018, the below mentioned Resolution shall be acted upon if and only if the votes cast by shareholders other than promoters in favour of the proposal amount to at least two times the number of votes cast by shareholders other than promoter shareholders against the proposal.

“RESOLVED THAT pursuant to Regulation 277 and other relevant provisions laid down in Chapter IX of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulation, 2018 and other applicable provisions, if any, of the Companies Act 2013, Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and the rules framed there under, including any amendment, modification, variation or re-enactment thereof, and subject to the applicable Laws and by-laws and rules and regulations of National Stock Exchange of India Limited, BSE Limited, and subject to the approval of other statutory authorities, if any, the consent of the members of the Company be and is hereby accorded for Migration of Listing / Trading of Equity Shares of the Company having a face value of Rs. 10.00 per Equity Share (which are currently listed on Emerge platform) of National Stock Exchange of India Limited to the Main Board of National Stock Exchange of India Limited as well as Main Board of BSE Limited and upon Migration, the said Equity Shares be got listed and traded on the Main Board of National Stock Exchange of India Limited as well as Main Board of BSE Limited, from the date of Migration / getting listed and admitted to deal on Main Board of National Stock Exchange of India Limited as well as Main Board of BSE Limited.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things and to execute all such documents, instruments and writings as may be required and to file all such applications, papers, documents in relation to above and to fulfill all such legal formalities in the connection and to form any committee if it think and deem fit, delegate all or any of the power herein conferred to any of such Committee of the Directors or to any Director/ officer of the Company and to appoint any such attorney/ person to represent before the concerned authority and to delegate such power to such person/ representative, to give effect to this resolution.”

ITEM NO. 2: TO APPROVE THE APPOINTMENT OF MR. RIPPLE JAMNADAS PATEL (DIN:00578651) AS AN INDEPENDENT DIRECTOR OF THE COMPANY FOR A PERIOD OF 5 (FIVE) YEARS:

To consider and, if thought fit, to give your Assent or Dissent to the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 (“Act”) and the rules made there under read with Schedule IV of the Act, and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”) (including any statutory modification or re-enactment thereof for the time being in force), and on recommendation by Nomination and Remuneration Committee and that of the Board of Directors, Mr. Ripple Jamnadas Patel (DIN: 00578651), who was appointed as an Additional Director in the capacity of an Independent Director with effect from April 07, 2025 by the Board of Directors of the Company, in terms of Section 161 of the Companies Act, 2013 who shall hold office till ensuing General Meeting or a period of 3 (three) months from the date of appointment whichever is earlier and who meets the criteria for independence under Section 149(6) of the Act and the Rules made thereunder and in respect of whom the Company has received a notice in writing under Section 160(1) of the Act proposing his candidature for the office of Director on the Board of Directors of the Company, be and is hereby appointed as an Independent Director of the Company for a period of five years till April 06, 2030 and that shall not be liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors and/or the Company Secretary be and are hereby severally authorized to settle and question, difficulty or doubt, that may arise in giving effect to this resolution and to do all such acts, deeds and things as may be necessary order, proper or expedient for the purpose of giving effect to this resolution.”

Place: Kadi Date: April 07, 2025

By order of the Board of Directors, Pashupati Cotspin Limited SD/Saurin Jagdish Bhai Parikh Chairman & Managing Director (DIN: 02136530)

Reg. Off.: Land Survey No. 919/1, 919/2, C/O. Pashupati Cotspin Limited, Balasar, Kadi Detroj Road, Kadi., Balasar, Mahesana, Kadi-382715, Gujarat, India Corporate office: D - 707, Ganesh Meridian Opp. Gujarat High Court S.G. Highway Ahmedabad – 380060, Gujarat, India Email: cs@pashupaticotspin.com Website: www.pashupaticotspin.com

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NOTES:

1. The Explanatory Statement pursuant to Section 102 read with Section 110 and other applicable provisions, if any of the Act read with the rules framed thereunder concerning the resolutions as set out in the postal ballot notice is annexed hereto and forms part of this Notice. Additional information pursuant to Regulation 36(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and Secretarial Standard -2 on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”), in respect of the appointment of director as Annexure to this Notice.

2. In accordance with the MCA Circulars and the SEBI Listing Regulations, the Company is sending the Notice in electronic form only by e-mail to all Members, whose names appear in the Register of Members / Register of Beneficial Owners maintained by the Depositories viz., National Securities Depository Limited (the “NSDL”) and Central Depository Services (India) Limited (the “CDSL”) as on Friday, April 04, 2025 (the “Cut-Off Date”) and who have registered their e-mail addresses, in respect of electronic holdings, with the Depository through the concerned Depository Participants and in respect of physical holdings, with the Registrar and Share Transfer Agent of the Company, M/s. MUFG Intime India Private Limited (the “RTA”), in accordance with the provisions of the Act read with the rules framed thereunder and the framework provided under the MCA circulars. Cut-Off Date is for determining the eligibility to vote by electronic means. A person who is not a member as on the Cut-Off Date or who becomes a member of the Company after the Cut-Off Date should treat this Notice for information purposes only.

3. In accordance with the MCA Circulars, the Notice is being sent in electronic form only. The hard copy of the Notice along with the Postal Ballot forms and pre-paid business envelope will not be sent to the Members for the Postal Ballot. Accordingly, the communication of the assent or dissent of the Members would take place through the e- voting system only.

4. In compliance with the provisions of Section 108 and 110 of the Act read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the SEBI Listing Regulations and Secretarial Standard (SS)- 2 issued by the Institute of Company Secretaries of India on General Meeting, the Company is offering e-voting facility to enable the Members to cast their votes electronically. The instructions for e-voting are provided as part of this Notice.

5. In light of the MCA Circulars, Members who have not registered their e-mail addresses and in consequence the e- voting notice could not be serviced, may temporarily get their e-mail address registered with the Company’s RTA by following the procedure given below:

6. i. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to cs@pashupaticotspin.com.

7. ii. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16-digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (selfattested scanned copy of Aadhar Card) to cs@pashupaticotspin.com.

8. iii. Alternatively shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

9. It is clarified that for permanent registration of e-mail address, the members are however requested to register their e-mail address, in respect of electronic holdings with the Depository through the concerned Depository Participants and in respect of physical holdings through the Company’s RTA to enable servicing of notices, etc. electronically to their e-mail address.

10. The e-voting rights of the Shareholders / beneficiary owners shall be reckoned on the shares held by them as on Friday, April 04, 2025 being the Cut-Off date for the purpose. The shareholders of the Company holding shares either in dematerialised, as on the Cut-Off date, can cast their vote electronically.

11. The voting rights for the equity shares of the Company are one vote per equity share, registered in the name of the member. The voting rights of the members shall be in proportion to the percentage of paid-up share capital of the Company held by them. In case of joint holders, only such joint holder who is higher in the order of names will be entitled to vote.

12. A member cannot exercise his / her vote through proxy on postal ballot. However, corporate and institutional members shall be entitled to vote through their authorised representatives. Corporate and institutional members (are required to send scanned certified true copy (PDF Format) of the board resolution / authority letter, power of attorney together with attested specimen signature(s) of the duly authorised representative(s), to the Scrutinizer by e-mail to complianceteam65@gmail.com with a copy marked to evoting@nsdl.com.

13. Postal Ballot (e-voting) period commences from Wednesday, April 09, 2025 (9.00 a.m. IST) and ends on Thursday, May 08, 2025 (5.00 p.m. IST). At the end of the e-voting period, the facility shall forthwith be blocked and e-voting shall not be allowed beyond the said date and time.

14. The proposed resolution, if approved, by requisite majority, shall be deemed to have been passed on the last date of e-voting, which would be Thursday, May 08, 2025. The resolutions passed by the Members through Postal Ballot are deemed to have been passed as if the same have been passed at a general meeting of the Members.

15. Reg. Off.: Land Survey No. 919/1, 919/2, C/O. Pashupati Cotspin Limited, Balasar, Kadi Detroj Road, Kadi., Balasar, Mahesana, Kadi-382715, Gujarat, India Corporate office: D - 707, Ganesh Meridian Opp. Gujarat High Court S.G. Highway Ahmedabad – 380060, Gujarat, India Email: cs@pashupaticotspin.com Website: www.pashupaticotspin.com

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1. This Notice shall also be available on the website of the Company at www.pashupaticotspin.com, websites of the stock exchange where the equity shares of the Company are listed, i.e. National Stock Exchange of India Limited at www.nseindia.com respectively, and on the website of NSDL Limited at www.evoting.nsdl.com.

2. Shareholders holding shares in electronic mode may reach out to the respective Depository Participant(s), where the Demat account is being held for updating the email IDs and mobile number.

GENERAL INFORMATION AND INSTRUCTIONS RELATING TO E-VOTING:

• The voting period begins on Wednesday, April 09, 2025 (9.00 a.m. IST) and ends on Thursday, May 08, 2025 (5.00 p.m. IST). During this period, the shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cutoff date viz., Friday, April 04, 2025 may cast their votes electronically. The e-voting module shall be disabled by NSDL for voting thereafter.

• th

• o Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 9 December, 2020 and under Regulation 44 of the SEBI Listing Regulations, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolution. Individual shareholders holding securities in demat mode are allowed to vote through their demat account(s) maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and E-mail ID in their demat accounts in order to access e-voting facility.

• Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

• In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts / websites of Depositories / Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

THE INSTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING:

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders

Login Method

Individual Shareholders holding securities in demat mode with NSDL.

1. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e- Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 2. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com.Select“Register Online for IDeAS Portal”or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e- Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Votingwebsite of NSDL for casting your vote duringthe remote e-

Reg. Off.: Land Survey No. 919/1, 919/2, C/O. Pashupati Cotspin Limited, Balasar, Kadi Detroj Road, Kadi., Balasar, Mahesana, Kadi-382715, Gujarat, India Corporate office: D - 707, Ganesh Meridian Opp. Gujarat High Court S.G. Highway Ahmedabad – 380060, Gujarat, India

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Email: cs@pashupaticotspin.com Website: www.pashupaticotspin.com

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	Voting period. 4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.
Individual Shareholders holding securities in demat mode with CDSL	1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL websitewww.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-VotingService Providers.
Individual Shareholders (holding securities in demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

**Login type **	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.com or call at 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33

Reg. Off.: Land Survey No. 919/1, 919/2, C/O. Pashupati Cotspin Limited, Balasar, Kadi Detroj Road, Kadi., Balasar, Mahesana, Kadi-382715, Gujarat, India Corporate office: D - 707, Ganesh Meridian Opp. Gujarat High Court S.G. Highway Ahmedabad – 380060, Gujarat, India Email: cs@pashupaticotspin.com Website: www.pashupaticotspin.com

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	B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode. How to Log-in to NSDL e-Voting website?	B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode. How to Log-in to NSDL e-Voting website?	B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode. How to Log-in to NSDL e-Voting website?	B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode. How to Log-in to NSDL e-Voting website?
	1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. 2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. 3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in athttps://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically. 4. Your User ID details are given below :
		Manner of holding shares i.e. Demat (NSDL orCDSL) or Physical	Your User ID is:
		a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
		b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**
		c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001
	5. Password details for shareholders other than Individual shareholders aregiven below:
	a) Ifyou are alreadyregistered for e-Voting,thenyou can useryour existing password to login and castyour vote.
	b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password. c) How to retrieve your ‘initial password’? i. If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’. ii. If your email ID is not registered, please follow steps mentioned below inprocess for those shareholders whose email ids are not registered
	6. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password: a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available onwww.evoting.nsdl.com. b) Physical User Reset Password?” (If you are holding shares in physical mode) option available onwww.evoting.nsdl.com. c) If you are still unable to get the password by aforesaid two options, you can send a request atevoting@nsdl.commentioning your demat account number/folio number, your PAN, your name and your registered address etc. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
	7. After entering yourpassword,tick on Agree to “Terms and Conditions” byselectingon the check box.
	8. Now, you will have to click on “Login” button.
	9. Afteryou click on the “Login” button,Homepage of e-Votingwill open.

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Reg. Off.: Land Survey No. 919/1, 919/2, C/O. Pashupati Cotspin Limited, Balasar, Kadi Detroj Road, Kadi., Balasar, Mahesana, Kadi-382715, Gujarat, India Corporate office: D - 707, Ganesh Meridian Opp. Gujarat High Court S.G. Highway Ahmedabad – 380060, Gujarat, India Email: cs@pashupaticotspin.com Website: www.pashupaticotspin.com

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Step 2: Cast your vote electronically on NSDL e-Voting system.

- How to cast your vote electronically on NSDL e Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period. 3. Now you are ready for e-Voting as the Voting page opens. 4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

3. Upon confirmation, the message “Vote cast successfully” will be displayed. 6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page. 7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders:

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to complianceteam65@gmail.com with a copy marked to evoting@nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 or send a request to (Name of NSDL Official) at evoting@nsdl.com

LOGIN METHOD FOR E-VOTING FOR INDIVIDUAL SHAREHOLDERS HOLDING SECURITIES IN DEMAT MODE .

1. Alternatively shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

2. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

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Reg. Off.: Land Survey No. 919/1, 919/2, C/O. Pashupati Cotspin Limited, Balasar, Kadi Detroj Road, Kadi., Balasar, Mahesana, Kadi-382715, Gujarat, India Corporate office: D - 707, Ganesh Meridian Opp. Gujarat High Court S.G. Highway Ahmedabad – 380060, Gujarat, India Email: cs@pashupaticotspin.com Website: www.pashupaticotspin.com

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ONTACT DETAILS:
Company	PASHUPATI COTSPIN LIMITED Land Survey No. 919/1, 919/2, C/O. Pashupati Cotspin Limited, Balasar, Kadi Detroj Road, Kadi., Balasar, Mahesana, Kadi-382715 Tel No.+91-9099977560; Email: cs@pashupaticotspin.com; Web: www.pashupaticotspin.com
Registrar and Transfer Agent	MUFG Intime India Private Limited (Formerly Known as Link Intime India Private Limited) C-101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai-400083 Email: rnt.helpdesk@linkintime.co.in; Web: www.linkintime.co.in
E-Voting Agency & VC / OAVM	National Securities Depository Limited (NSDL) Email:evoting@nsdl.com NSDL help desk: 1800 1020 990 and 1800 22 44 30 You may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com
Scrutinizer	Ms. Mittalben Vaikunthbhai Kothari, Proprietor of M/s Mittal V Kothari & Associates (Membership No. 46731; CP No. 17202) Company Secretary in Practice Address:D-25, Kirtisagar Appartment, Nr. Omkareshwar Mandir, Satellite, Ahmedabad-380015 Email:complianceteam65@gmail.com; M. No.:+91 9712699531

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Reg. Off.: Land Survey No. 919/1, 919/2, C/O. Pashupati Cotspin Limited, Balasar, Kadi Detroj Road, Kadi., Balasar, Mahesana, Kadi-382715, Gujarat, India Corporate office: D - 707, Ganesh Meridian Opp. Gujarat High Court S.G. Highway Ahmedabad – 380060, Gujarat, India Email: cs@pashupaticotspin.com Website: www.pashupaticotspin.com

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EXPLANATORY STATEMENT

(Pursuant to Section 102(1) of the Companies Act, 2013 and Secretarial Standard II on General Meetings)

ITEM NO. 01:

TO APPROVE THE MIGRATION OF LISTING/TRADING OF EQUITY SHARES OF THE COMPANY FROM EMERGE PLATFORM OF NATIONAL STOCK EXCHANGE OF INDIA LIMITED (‘NSE’) TO MAIN BOARD OF NATIONAL STOCK EXCHANGE OF INDIA LIMITED (‘NSE’) AS WELL AS ON MAIN BOARD OF BSE LIMITED (‘BSE’):-SPECIAL RESOLUTION

Note: In accordance with Regulation 277 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulation, 2018, the Resolutions in Item No. 1 of this Notice shall be acted upon if and only if the votes cast by shareholders other than promoters in favour of the proposal amount to at least two times the number of votes cast by shareholders other than promoter shareholders against the proposal.

The Equity Shares of the Company are listed and traded on Emerge platform of National Stock Exchange of India Limited (“NSE”) i.e. NSEEMERGE w.e.f. September 08, 2017 till date.

The Company has been performing consistently and has increased its business operations year by year. The listing of Equity Shares of the Company enhanced transparency in the functioning and the Company has been benefitted. Over the period, the Company gained a good experience of compliances, Board procedures, corporate governance practices on account of SME listing and the Company are geared up for moving on to the Main board of National Stock Exchange of India Limited (‘NSE’) as well as Main Board of BSE Limited (‘BSE’). The Board of Directors in its meeting held on April 07, 2025, has accordingly decided to migrate from National Stock Exchange of India Limited (‘NSE) To Main Board of National Stock Exchange of India Limited (‘NSE’) as well as on Main Board of BSE Limited (‘BSE’).

In terms of Regulation 277 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulation, 2018 and the present rules/regulations, the Equity Shares which are presently listed & traded on Emerge Platform of National Stock Exchange of India Limited can be migrated to Main Board of National Stock Exchange of India Limited as well as BSE Limited after an initial period of 3 years from the date of listing as per the guidelines specified and the procedures laid down under Chapter IX of SEBI ICDR Regulations, 2018.

At present, Your Company has been listed and traded on the Emerge Platform of National Stock Exchange of India Limited (Listed on September 08, 2017) for more than Three years and as the paid-up capital is of Rs. 15,78,40,000 constituting 15784000 Equity Shares of face value Rs. 10 each. Your Company is well poised and eligible to make an application to National Stock Exchange of India Limited and BSE Limited for listing of 15784000 Equity Shares of face value of Rs. 10 each on Main Board of National Stock Exchange of India Limited as well as BSE Limited as per the guidelines specified by SEBI under Chapter IX of SEBI ICDR Regulations, 2018 and criteria laid down by National Stock Exchange of India Limited and BSE Limited for Migration and subject to all applicable provisions of SEBI (Listing Obligations & Disclosures Requirements), Regulations, 2015, applicable guidelines/circulars/notifications issued by the National Stock Exchange of India Limited and BSE Limited, approvals of Statutory/Regulatory Authorities, if any and subject to approval of Shareholders by way of Special Resolution.

The proposed listing of Equity Shares of the Company on Main Board of National Stock Exchange of India Limited as well as BSE Limited will not only act as a catalyst in the growth and expansion of the Company apart from taking company to a different league altogether with enhanced recognition and will also result in participation of a larger pool of potential investors thereby help to increase the liquidity of Shares of our Company.

The members are, therefore, requested to accord their approval for Migration of Listing/ Trading of Equity Shares of the company from Emerge Platform of National Stock Exchange of India Limited (‘NSE’) To Main Board of National Stock Exchange of India Limited (‘NSE’) as well as On Main Board of BSE Limited (‘BSE’) as set out in the resolution.

The Listing of the Equity Shares on the Main Board of National Stock Exchange of India Limited (‘NSE’) as well as on Main Board of BSE Limited (‘BSE’) would need to be approved by the Shareholders of the Company by passing a special resolution through Postal Ballot. Further, as per Regulation 277 of SEBI (ICDR), the resolution shall be passed by requisite majority i.e. shareholders other than promoters in favour of the proposal shall amount to at least two times the number of Votes cast by shareholders other than promoter shareholders against the proposal.

The Company would approach Stock Exchanges with necessary application for Migration upon receipt of approval of the Public Shareholders. It is in the interest of all the Shareholders including public Shareholders to approve the proposal for Migration of the present listed Equity Shares of the Company on the Main Board National Stock Exchange of India Limited (‘NSE’) As Well As on Main Board of BSE Limited (‘BSE’).

The Board recommends the matter and the resolution for the approval of the Members by way of passing Special Resolution.

None of the Promoter(s), Director(s), Manager(s) and Key Managerial Personnel(s) and their relative(s) is/are, in any way, concerned or interested in the said resolution, except to the extent of their equity shareholdings held by them in the Company.

Reg. Off.: Land Survey No. 919/1, 919/2, C/O. Pashupati Cotspin Limited, Balasar, Kadi Detroj Road, Kadi., Balasar, Mahesana, Kadi-382715, Gujarat, India Corporate office: D - 707, Ganesh Meridian Opp. Gujarat High Court S.G. Highway Ahmedabad – 380060, Gujarat, India Email: cs@pashupaticotspin.com Website: www.pashupaticotspin.com

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ITEM NO. 2:

TO APPROVE THE APPOINTMENT OF MR. RIPPLE JAMNADAS PATEL (DIN:00578651) AS AN INDEPENDENT DIRECTOR OF THE COMPANY FOR A PERIOD OF 5 (FIVE) YEARS: SPECIAL RESOLUTION

Pursuant to the provisions of Section 161 of the Companies Act, 2013(the ‘Act’), the Board of Directors of the Company based on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Ripple Jamnadas Patel (DIN: 00578651) as an Additional Director in the capacity of an Independent Director with effect from April 07, 2025, at its meeting held on April 07, 2025, for a first term of 5 (five) consecutive years, subject to the approval of Members of the Company.

The Company has received a Notice under Section 160 of the Act from a Member in writing proposing the candidature of Mr. Ripple Jamnadas Patel for appointment as an Independent Director of the Company. Mr. Ripple Jamnadas Patel has given a declaration to the Board that he meets the criteria of Independence as provided under Section 149(6) of the Act.

In the opinion of the Board, Mr. Ripple Jamnadas Patel fulfils the conditions specified in the Act, Rules made thereunder and Listing Regulations for appointment as an Independent Director and he is independent of management. The Board recommends his appointment as an Independent Director for five (5) consecutive years with effect from April 07, 2025.

Further, Mr. Ripple Jamnadas Patel has confirmed that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties as an Independent Director of the Company. Mr. Ripple Jamnadas Patel has also confirmed that he is not debarred from holding the office of a director by virtue of any order passed by SEBI or any such authority. Mr. Ripple Jamnadas Patel is not disqualified from being appointed as a Director in terms of Section 164 of the Act. Mr. Ripple Jamnadas Patel has confirmed that he is in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to his registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs (‘IICA’).

A copy of the draft letter for the appointment of Mr. Ripple Jamnadas Patel as an Independent Director setting out the terms and conditions is available for inspection without any fee by the members at the Company’s registered office during normal business hours on working days up to Thursday, May 08, 2025. The resolution seeks the approval of members for the appointment of Mr. Ripple Jamnadas Patel as a NonExecutive Independent Director of the Company from April 07, 2025 to April 06, 2030 (both days inclusive) pursuant to Sections 149, 152 and other applicable provisions of the Act and the Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof) and he shall not be liable to retire by rotation.

The profile and specific areas of expertise of Mr. Ripple Jamnadas Patel and other relevant information as required under SEBI LODR Regulations and SS-2 is mentioned hereunder.

Mr. Ripple Patel is Director of Fiotex Cotspin Pvt. Ltd. Engaged in manufacturing of Cotton Yarn with 51072 Spindles of Ring Spinning. He is young dynamic and visionary leader. He has completed Bachelor of Engineering in CIVIL Engineering at Birla Vishwakarma University. Mr. Ripple Patel is also Chairman and Director of Everest Fertilizers and Chemicals Pvt. Ltd. Engaged in specialty fertilizers like NPK Water Soluble fertilizers and Magnesium Sulphate Hepta Hydrate with Daily production capacity of 180 M.T.. He has been on board on various state and national level committees on Textiles, Cotton and Fertilizers and is affiliated to several Association.

In compliance with the provisions of Section 149 read with Schedule IV to the Act, the approval of the Members is sought for the appointment of Mr. Ripple Jamnadas Patel as a Non-Executive Independent Director of the Company, as a special resolution as set out above.

Relevant document in respect of the said item is available electronically for inspection by the Members from the date of Circulation of the Notice of the postal ballot. Members seeking to inspect such documents can send an email to cs@pashupaticotspin.com.

Except Mr. Ripple Jamnadas Patel, being appointee Director, none of the other Directors or Key Managerial Personnel or their relatives are, in any way, concerned or interested, financially or otherwise, in the aforesaid resolution.

The Board recommends the Special Resolution as set out at item no. 02 for approval by the Members.

				By order of the Board of Directors,
				Pashupati Cotspin Limited
				SD/-
				Saurin Jagdish Bhai Parikh
Place:	Kadi			Chairman & Managing Director
Date:	April	07,	2025	(DIN:02136530)

Reg. Off.: Land Survey No. 919/1, 919/2, C/O. Pashupati Cotspin Limited, Balasar, Kadi Detroj Road, Kadi., Balasar, Mahesana, Kadi-382715, Gujarat, India Corporate office: D - 707, Ganesh Meridian Opp. Gujarat High Court S.G. Highway Ahmedabad – 380060, Gujarat, India Email: cs@pashupaticotspin.com Website: www.pashupaticotspin.com

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Annexure Pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards -2, the details of the Director proposed to be appointed through the Postal Ballot process are given below:

Sr. No.	Particulars
1.	Name	Mr. Ripple Patel Jamnadas
2.	Category / Designation	Non-executive, Independent Director
3.	DIN	00578651
4.	Age	50years
5.	Nationality	Indian
6.	Date of First appointment	April 07, 2025
7.	Qualification	Bachelor of Engineeringin CIVIL Engineering
8.	Number of Equity Shares held in the Company	Nil
9.	Number of Equity Shares held in the Company for any other person on a beneficial basis	Nil
**10. **	No. of Board Meetings Attended During the Year 2024-2025.	Nil
**11. **	Directorships held in other Companies	Name of Company The Cotton Textiles Export Promotion Council Fiotex Cotspin Private Limited Mizia MarketingPrivate Limited Confederation Of Indian Textile Industry Everest Fertilizers and Chemicals Private Limited	Designation
			Director
			Director
			Director
			Director
			Director
**12. **	Chairman / Member of the Committees of the Board of Directors of the Public Company	-
**13. **	Name of listed entities from which the person has resigned in the past three years	None
**14. **	Inter-se relationship with other Directors	None
**15. **	Terms and conditions of appointment or re- appointment	Appointed as an Independent Director to hold office for a term up to 5 consecutive years not liable to retire by rotation with effect from April 07, 2025.
**16. **	Remuneration last Drawn	Not Applicable
**17. **	Remuneration sought to be paid	Sitting fees and commission in accordance with the provisions of the Companies Act, 2013
18.	Information as required pursuant to Circulars NSE / CML/ 2018 / 24 and LIST / COMP / 14 / 2018 - 19 dated June 20, 2018	The Director being appointed is not debarred from holding the office of director by virtue of any SEBI order or any other such authority.
19.	Brief resume of the director	Please refer to the Explanatory Statement forming a part of this Postal Ballot Notice.
20.	Nature of expertise in specific functional areas
21.	Skills and capabilities required for the role and the manner in which the proposed person meets such requirements

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Reg. Off.: Land Survey No. 919/1, 919/2, C/O. Pashupati Cotspin Limited, Balasar, Kadi Detroj Road, Kadi., Balasar, Mahesana, Kadi-382715, Gujarat, India Corporate office: D - 707, Ganesh Meridian Opp. Gujarat High Court S.G. Highway Ahmedabad – 380060, Gujarat, India Email: cs@pashupaticotspin.com Website: www.pashupaticotspin.com