AB Cotspin India Ltd Directors Report

STATE OF COMPANYS AFFAIRS

The Revenue from its business and operations for the financial year ended 31^st March, 2025 is 29,806.36 Lacs as against 25,576.55 Lacs in the previous financial year.

The Company has earned other income during the financial year of 273.42 Lacs as against 120.23 Lacs in the previous financial year and the Company has earned profit after tax of 999.03 Lacs as compared to profit after tax of 669.84 Lacs in the previous financial year.

On July 22, 2025, the Board of directors at its meeting approved the expansion of its business opera ons cross India, including but not limited to the states of Madhya Pradesh and Maharashtra and to undertake investment of up to INR 1,500 crore (Rupees One Thousand Five Hundred Crore only) in the cotton and textile sector. This includes the acquisition of or taking on lease land from Government or other authorities, establishment of manufacturing plants, warehousing facilities, logistics units, and all related infrastructure required for operations in spinning, ginning, yarn manufacturing, processing, and utilization of by-products. This will add capacity of 200000 spindles (approx.) (in phase manner).

Also, the Company has expanded Solar Power Capacity to 2,740 KW to Enhance Sustainability Initiatives.

The Company has set up a branch office at Unit No. 14, Plot No. 31, LG floor, Road No. 44, Vikas Tower Building, Rani Bagh, New Delhi-110034.

The management of the Company is contemplating various business plans and also making strategies to develop the business of the Company.

REGISTERED OFFICE

The Board of Directors at its meeting held on September 03, 2025 has, subject to the approval of shareholders at the ensuing Annual General Meeting, approved the shifting of Registered from its present location at NH-54, Goniana Road, Near lake-3, Bathinda, Punjab-151001, India” to “Bathinda Road, Jaitu, Faridkot, Punjab-151202, India” i.e. outside the local limits of city, town or village where the Registered Office of the Company is presently situated but within the same State and under the jurisdiction of the same Registrar.

DIVIDEND

With a view to conserve the profits, the Board of Directors decided not to recommend any dividend for the financial year 2024-25.

RESERVES

The Board of Directors of the Company has not proposed to transfer any amount to the Reserves for the year under review.

Total reserve and Surplus of the Company has been increased to 8320.85 Lacs on March 31, 2025 from 3703.38 Lacs on March 31, 2024.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

No unpaid/unclaimed dividend or any other amount was required to be transferred to the Investor Education and Protection Fund during the year under review.

ANNUAL RETURN

Pursuant to sub-section 3(a) of section 134 and sub-section (3) of section 92 of the Companies Act, 2013, read with rule 12 of the Companies (Management and Administration) Rules, 2014, as amended vide MCA notification dated August 28, 2020, a copy of the Annual Return is available on the link https://abcotspin.co.in/annual-return/.

LISTING OF SHARES

The Equity Shares in the Company are continued to be listed with NSE EMERGE Platform and in dematerialized form. The ISIN No. of the Company is INE08PH01015.

SHARE CAPITAL OF THE COMPANY

During the period under review:

Authorised Share Capital of the Company is 24,40,00,000 (Rupees Twenty-Four Crore Forty Lakhs Only) divided into 2,40,00,000 (Two Crore Forty Lakh) Equity Share of 10/- each and 4,00,000 (Four Lakh) Preference Share of 10/- each.

The paid-up Equity Share Capital as on March 31, 2025 was 16,41,93,400/- (Rupees Sixteen Crore Forty-one Lakh Ninety-three Thousand Four Hundred Only). During the year, the Company has allotted 61,27,140 equity shares pursuant to the conversion of warrants as detailed below.

Preferential Issue of Warrants:

During the FY 2023-24, the Company had issued and allotted 1,20,28,562 Share Warrants each convertible into or exchangeable for one fully paid up equity share of 10 each of the Company on preferential basis pursuant to approval of shareholders at their 26^th Annual General Meeting (“AGM”) held on September 25, 2023 , in accordance with the applicable provisions of the Companies Act,2013 read with rules made thereunder, and applicable provisions of the Securities Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended.

Further, the amounts so raised have been utilized by the Company for the purposes for which these funds were raised and there is no deviation/variation in use of funds raised.

During the year under review and up to the date of this Report, the Company completed the conversion of 1,16,71,420 share warrants (out of the 1,20,28,562 share warrants issued and allotted during FY 2023 24) into an equal number of fully paid-up equity shares of face value 10 each. The conversion was carried out in four tranches, as detailed below:

The above conversions were undertaken pursuant to the preferential allotment approved by the shareholders at the 26^th Annual General Meeting held on September 25, 2023, and in compliance with the applicable provisions of the Companies Act, 2013, read with the rules made thereunder, and the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended.

The balance 3,57,142 share warrants were not converted due to non-payment of the balance subscription amount within the stipulated time and are currently under the forfeiture process, as per the terms of the issue.

A B COTSPIN INDIA EMPLOYEES STOCK PURCHASE SCHEME 2025

The A B COTSPIN INDIA Employees Stock Purchase Scheme 2025 ("ESPS 2025") was approved by the members of the Company by way of a special resolution passed through postal ballot on April 30, 2025. Pursuant to the shareholders approval, the Company also obtained in-principal approval from the National Stock Exchange of India Limited (NSE) for the implementation of the Scheme. However, post the receipt of in-principal Company has not taken any further steps under the said Scheme.

NUMBERS AND DATE OF MEETINGS

Regular meetings of the Board were held to discuss and decide on various business policies, strategies, financial matters and other businesses. Due to business exigencies, the Board has also been approving several proposals through resolution by circulation from time to time.

During the year under review, five (5) Board Meetings were held on May 28, 2024, August 23, 2024, November 13, 2024, February 14, 2025 and March 27, 2025. The provisions of Companies Act, 2013 were adhered while considering the time gap between two such meetings.

The details of the attendance record of the Directors at the Board Meetings and AGM held during the financial year ended on March 31, 2025 are as under:

* Appointed as an additional Independent director w.e.f. 05^th August ,2025.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) DIRECTORS: a) Composition of Board of Directors

As on the date of this report, the Board of Directors of the Company comprised of Six Directors, with Two Executive and Four Non-Executive Directors, including two Independent Directors and One Additional Director in capacity of Independent Director. The Board is duly constituted under the applicable provisions of the Act and the Listing Regulations.

The composition of the Board of Directors is as below:

b) Retire by Rotation: In accordance with the provisions of Section 152 of the Companies Act, 2013 (“Act”) and Articles of Association of the Company, Mr. Manohar Lal (DIN: 02406686), Executive Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment. The Board recommends his reappointment for the consideration of the members of the Company at the ensuing Annual General Meeting.

A brief profile, expertise of Director and other details as required under the Act, Secretarial Standard-2 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) relating to the Director proposed to be re-appointed is annexed to the notice convening the AGM.

c) Appointment/Re-appointment of Directors:

Appointment:

Mr. Rajesh Tuteja was appointed as an Additional Director (Independent Director) by the Board of Directors w.e.f August 05, 2025. In the opinion of the Board, he possesses the requisite integrity, experience, skills, expertise and proficiency. Approval of the Member for his appointment as Independent Director is sought at the ensuing AGM and accordingly, the enabling resolution for appointment of Mr. Rajesh Tuteja forms part of the Notice convening the ensuing AGM.

Reappointment:

In terms of the applicable provisions of the Act and the Listing Regulations, (including any statutory modifications and re-enactment thereof, for the time being in force) and on the basis recommendations of the Nomination and Remuneration Committee and their performance evaluation, the Board recommends:

a. re-appointment of Mr. Deepak Garg (DIN: 00843929) as Managing Director) of the Company for a further period of five years, on expiry of her present term of office i.e. with effect from March 09, 2026 to March 08,2031. b. re-appointment of Mr. Manohar Lal (DIN: 02406686) as Whole-Time Director of the Company for a further period of five years, on expiry of her present term of office i.e. with effect from March 09,2026 to March 08, 2031 and liable to retire by rotation.

c. re-appointment of Mrs. Preet Kamal Kaur Bhatia (DIN: 07070977) and Mr. Puneet Bhandari (DIN: 03625316) as Independent Director for a second term of five year w.e.f. March 9, 2026. Tenure of first term of such Independent Director will expire on March 8, 2026 and in the opinion of the Board, they possess the requisite integrity, experience, skills, expertise and proficiency.

A brief profile, expertise of Director and other details as required under the Act, Secretarial Standard-2 and Listing Regulations relating to the Directors proposed to be re-appointed is annexed to the notice convening the AGM.

d) Declaration given by Independent Director: Your Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence provided in Section 149(6) of the Act and Regulation 16 of Listing Regulations and there has been no change in the circumstances which may affect their status as Independent Director during the year under review.

The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs, Manesar (‘IICA).

In the opinion of the Board, the independent directors possess the requisite integrity, experience, skills, expertise and proficiency required under all applicable laws and the policies of the Company.

KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 203 of the Act, the following are the Key Managerial Personnel (“KMP”) of the Company:

* Resigned from the post of Company Secretary & Compliance Officer of the Company w.e.f. 14^th June, 2025 # Appointed as the Company Secretary & Compliance Officer of the Company w.e.f. 08^th July, 2025

BOARD COMMITTES

The Committees of the Board of Directors of the Company plays vital role in the governance and focus on specific areas and make informed decisions within the delegated authority. Each Committee is governed by their respective terms of reference which exhibit their composition, scope, powers, duties and responsibilities. The Board of Directors has the following Committees:

The details of the Committees of the Board along with their composition, number of meetings and attendance at the meetings are given below. Further during the period under review, all recommendations made by the various committees have been accepted by the Board.

AUDIT COMMITTEE

The Audit Committee (AC) of the Company had been constituted and functions in accordance with provisions of Section 177 of the Act and applicable provisions of the Listing Regulations. The Audit Committee comprises of non-executive Directors including Independent Directors as its Member. The Chairman of the committee is Independent Director.The Company Secretary is acting as the Secretary to the Audit Committee. All the recommendations made by the Audit Committee were accepted and implemented by the Board of Directors of the Company.

During the period under review five (5) meetings were held on May 28, 2024, August 23, 2024, November 13, 2024, February 14, 2025 and March 27, 2025.

The details of composition of the Committee and the attendance record of the Directors at the AC Meetings held during the financial year ended on March 31, 2025 is as under:

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee (‘NRC) of the Company had been constituted and functions in accordance with provisions of Section 178 of the Act and applicable provisions of the Listing Regulations. The Nomination and Remuneration Committee comprises of non-executive Directors including Independent Director as its members. The Company Secretary is acting as the Secretary to the Nomination and Remuneration Committee.

During the period under review three (3) meetings were held on May 27, 2024, August 23, 2024 and March 27, 2025.

The details of composition of the Committee and the attendance record of the Directors at the NRC Meetings held during the financial year ended on March 31, 2025 is as under:

Companys policy relating to Directors appointment, Payment of remuneration and Discharge of their duties:

The provisions of Section 178 of the Act relating to the Nomination and Remuneration Committee are applicable to our Company and hence the NRC Committee of the Company has devised policy relating to appointment of directors, remuneration for the Directors, Key Managerial Personnel and other employees of the Company.

The salient features of the Policy are outlined as follows:

Provides guidelines for the appointment and re-appointment of Directors.

Establishes criteria for determining the qualifications, positive attributes, and independence required for the appointment of directors. Specifies the parameters for remuneration of Independent Directors and Non-Executive Directors, including sitting fees and other forms of compensation. Defines the framework for remuneration of Whole-time Directors, Managing Director, Key Managerial Personnel (KMPs), and other employees, encompassing fixed salary, benefits, perquisites, performance-linked incentives, commission, and retirement benefits.

During the period under review, there was no change in the Policy. The Policy may be accessed on the Companys website at the web link: https://abcotspin.co.in/policies-and-code-of-conduct/.

STAKEHOLDER RELATIONSHIP COMMITTEE

In compliance of provisions of Section 178 of Act, the Board has constituted Stakeholders Relationship Committee. The Stakeholders Relationship Committee (“SRC”) is, inter-alia, entrusted with the responsibility of addressing the shareholders/ investors complaints with respect to share transfers, non-receipt of annual reports, dividend payments, issue of duplicate share certificates, transmission of shares and other shareholder related queries, complaints etc.

The Secretarial Department of the Company and the Registrar and Share Transfer Agent, MUFG Intime India Private Limited (Formerly known as Link Intime India Private Limited) attends to all grievances of the shareholders received directly or through SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies, etc.

Continuous efforts are made to ensure that grievances are more expeditiously redressed to the complete satisfaction of the investors, within the prescribed time. Shareholders are requested to furnish their updated telephone numbers and e-mail addresses to facilitate prompt action.

During the period under review only One (1) meeting was held on May 27, 2024.

The details of composition of the Committee and the attendance record of the Directors at the SRC Meetings held during the financial year ended on March 31, 2025 is as under:

CORPORATE SOCIAL RESPONSIBILITY

The Company continues to believe in operating and growing its business in a socially responsible way. This belief forms the core of the CSR policy of the Company that drives it to focus on holistic development of its host community and immediate social and environmental surroundings qualitatively. The Companys CSR policy provides guidelines to conduct CSR activities of the Company. The salient features of the Policy forms part of the Annual Report on CSR activities and annexed herewith as Annexure - A forming integral part of this report.

During the year under review, there were no changes in the CSR Policy and the same is available on the Companys website at https://abcotspin.co.in/policies-and-code-of-conduct/.

Other relevant CSR details:

a) Number of CSR activities: Nil

Details (name, address and email address) of implementing agency(ies): N.A.

The implementation and monitoring of CSR activities is in compliance with CSR objectives and CSR Policy of the Company read with Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014.

PERFORMANCE EVALUATION OF BOARD

In terms of the provisions of the Section 178(2) of the Act and applicable provisions of the Listing regulations read with relevant circulars issued in this regard, the Board has adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual directors, including the Chairman of the Board. A structured questionnaire was prepared and circulated to the Directors for each of the evaluation.

Performance of the Board was evaluated by each Director on the parameters such as Structure and Composition of Board, Meetings of the Board, Functions of the Board, Board & Management etc.

Board Committees were evaluated on the parameters such as Mandate and Composition of Committee, Effectiveness of the Committee, Structure of the Committee and meetings, Independence of the Committee from the Board, Contribution to decisions of the Board etc.

Performance of the Chairman was evaluated by Independent Directors taking into account the views of executive Directors and non-executive Directors, on the parameters such as Knowledge and Competency, Fulfilment of Functions, Ability to function as a team, Initiative, Availability and attendance, Commitment, Contribution, Integrity, Impartiality, Commitment, Ability to keep shareholders interests in mind etc.

Directors including the Independent Directors were also evaluated individually by all other Directors (except the Director himself) on the parameters such as Knowledge and Competency, Fulfilment of Functions, Ability to function as a team, Initiative, Availability and attendance, Commitment, Contribution, Integrity etc.

The performance evaluation of the Directors was completed during the year under review. The Independent Directors of the Company have held two meetings during the year on January 02, 2025 and March 31, 2025 without the presence of Non-Independent Directors and members of the management to review the performance of Non-Independent Directors, Chairman of the Board and the Board of Directors as a whole. They also assessed the quality, content and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

Outcome of the evaluation was submitted to the Chairman of the Company. The Directors discussed and expressed their satisfaction with the entire evaluation process.

AUDITORS AND AUDITORS REPORT

A. STATUTORY AUDITOR

M/s P L Mittal & Co., Chartered Accountants, (FRN: 002697N), were appointed as Statutory Auditors of the Company to hold office for a term of 5 years from the conclusion of the 25^th Annual General meeting (AGM) held on September 26, 2022 until the conclusion of the 30^th AGM of the Company.

RESERVATION AND QUALIFICATION ON AUDITORS REMARKS

The Auditors Report on the financial statements for the financial year ended March 31, 2025 read together with Annexures referred to in the Auditors Report as provided by the auditors are self-explanatory and contains certain adverse remarks. The Board has carefully considered the observations made by the auditors and wishes to provide the following explanations/management responses in this regard, which are detailed below.

There are no frauds reported for the period under review by the Statutory Auditor under section 143(12) of the Act read with Rules framed thereunder and hence, the said disclosure requirements are not applicable.

B. SECRETARIAL AUDITOR

In terms of Sections 179 and 204 of the Act and Rules made thereunder, M/s DR Associates, Company Secretaries were appointed as Secretarial Auditors for the financial year 2024-25.

The Secretarial Audit Report for the financial year ended on March 31, 2025 received from M/s DR Associates, Company Secretaries, Secretarial Auditor of the Company is annexed herewith marked as Annexure B to this Report.

The Report of the Secretarial Auditor contains certain adverse remarks, which are similar to those mentioned in the Statutory Auditors Report as stated earlier in this Board Report. The observations made by the Secretarial Auditor have been duly considered by the Board, and the managements responses to these adverse remarks are provided in the relevant sections of this Report.

There are no frauds reported for the period under review by the Secretarial Auditor under section 143(12) of the Act read with Rules framed thereunder and hence, the said disclosure requirements are not applicable.

C. COST AUDITOR

M/s Jain Sharma & Associates, Cost Accountants (FRN: 000270), on recommendation of the Audit Committee, were appointed as Cost Auditor of the Company by the Board of Directors in its meeting held on August 23, 2024 for the financial year 2024-25 as per provision of Section 148 of the Act read with Rules framed thereunder.

The cost audit report for the financial year 2024-25 is self-explanatory and does not contain any qualification, reservation, adverse remark or disclaimers.

There are no frauds reported for the period under review by the Cost Auditor under section 143(12) of the Act read with Rules framed thereunder and hence, the said disclosure requirements are not applicable.

Further, the Board of Directors, based on the recommendation of the Audit Committee and pursuant to the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, has re-appointed M/s Jain Sharma & Associates, Cost Accountants (FRN: 000270), as the Cost Auditors of your Company for the financial year 2025-26. The Cost Auditor conducts the Cost audit of the functions and operations of the Company and reports to the Audit Committee and Board.

The remuneration payable to the Cost Auditors is required to be placed before the members in the general meeting for their ratification. Accordingly, a resolution seeking members ratification for the remuneration payable to M/s Jain Sharma & Associates, Cost Accountants (FRN: 000270) for the financial year 2025-26, is included at Item No.3 of the Notice of the ensuing Annual General Meeting.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under the Listing Regulations, is provided in a separate section and forms an integral part of the Annual Report.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT, 2013

During the year under review, your Company has not made any loans, given any guarantees, or made any investments falling under the purview of Section 186 of the Companies Act, 2013. Accordingly, no disclosures are required under the said section in the financial statements for the year ended March 31, 2025.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year, all contracts, arrangements, and transactions entered into by the Company with related parties were conducted in compliance with the relevant provisions of the Act and applicable provisions of the Listing Regulations. The Company obtained the necessary approvals from the Audit Committee and the Board of Directors, as required, for all Related Party Transactions. For transactions that were foreseeable and of a repetitive nature, prior omnibus approval from the Audit Committee and the Board of Director was secured.

Additionally, the Company did not engage in any related party transactions that could be deemed material under Listing Regulations or the Act. The Policy on Related Party Transactions, as approved by the Board of Directors, is available on the Companys website at https://abcotspin.co.in/policies-and-code-of-conduct/

All the related party transactions entered during the year were in the ordinary course of business and on arms length basis and thus form A0C-2 is not included in this report. However, details of related party transactions and the names of related parties are disclosed in the Notes to the financial statements as per Indian Accounting Standards 18.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to provision of Section 134(5) of the Companies Act, 2013, the Board of Directors confirms:

a) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) that they have selected such accounting policies as mentioned in the Notes to the financial statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; c) 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; d) that the annual accounts have been prepared on a going concern basis; e) that proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively; and f) that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

INDUSTRIAL RELATIONS

During the year under review, the Company enjoyed cordial relations with workers, employees, Bankers, Shareholders and all stakeholders at all levels.

COMPLIANCE WITH SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of the Act, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Companies Secretaries of India.

CORPORATE GOVERNANCE

As our Company has been listed on NSE Emerge Platform of National Stock exchange Limited (NSE), by virtue of Regulation 15 of the Listing Regulations the compliance with the Corporate Governance provisions as specified in Regulation 17 to 27 and Clause (b) to (i) and (t) of sub regulation (2) of Regulation 46 and Para C, D and E of Schedule V are not applicable to the Company during the reporting period. Once the company migrates to the Main Board, the provisions of the Main Board shall apply accordingly.

Hence, Corporate Governance Report for the period ended March 31, 2025 does not form a part of this Board Report.

The Members approved the Migration of Equity Shares of the Company having a face value of Rs.10/- per Equity Share (which are currently listed on NSE Emerge) to the main Board and to make an application of listing/trading of the Equity Shares of the Company on Main Board of BSE Limited (BSE) vide special resolution passed through postal ballot dated June 06, 2025. Accordingly, the Company had filed its application dated June 9, 2025, with the respective department of NSE for its migration from NSE Emerge Platform of NSE to the Main Board and has also submitted an application for listing its shares on the Main

Board of BSE. The Company has received an In Principle approval from NSE in this regard on August 29, 2025. Upon Migration, the said Equity Shares shall get listed and traded on the Main Board of BSE.

MAINTENANCE OF COST RECORDS

The Company has maintained cost records as specified by the Central Government under section 148(1) of the Companies Act, 2013 read with applicable Rules framed thereunder.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in prescribed format and annexed herewith as Annexure-C to this Report.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Annual Report. Further, the Report is being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, any shareholder interested in obtaining a copy thereof may write to the Company Secretary of the Company at cs@abcotspin.in.

INTERNAL FINANCIAL CONTROLS

A well-established, independent, multi-disciplinary Internal Audit team operates in line with governance best practices. It reviews and reports to management and the Audit Committee about compliance with internal controls and the efficiency and effectiveness of operations as well as the key process risks.

The Company has in place adequate internal financial controls with reference to Financial Statements and such controls were operating effectively as at March 31, 2025. These controls have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls for ensuring reliability of financial reporting, monitoring of operations. During the year, such controls were tested and no reportable weaknesses in the design or operations were observed.

RISK MANAGEMENT

Your Company has a Risk Management Policy which identifies and evaluates business risks and opportunities which in the opinion of the Board may threaten the existence of the Company. The Company recognize that these risks need to be managed and mitigated to protect the interest of the stakeholders and to achieve business objectives. The risk management framework is aimed at effectively mitigating the Companys various business and operational risks, through strategic actions. The Risk Management policy may be accessed on the Companys website at the Weblink: https://abcotspin.co.in/policies-and-code-of-conduct/.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

During the year under review, no company became or ceased to be a joint venture or associate company of the Company.

However, the Company has incorporated a Wholly Owned Subsidiary named KKML Welfare Foundation on April 2, 2024. Further, no company ceased to be a subsidiary of the Company during the year.

In compliance with the provisions of Section 129(3) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the subsidiary, associate companies, and joint ventures in the prescribed Form AOC-1 is annexed to this Report as Annexure-D.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, ADAPTATION INNOVATION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The information in accordance with the provisions of Section 134(3) (m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are under:

DISCLOSURES UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has guidelines and requisite policy in place for prevention & redressal of complaints on sexual harassment of women at workplace, in line with the requirements of the Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013 (“POSH”). The Company has duly constituted the Internal Complaints Committee under the POSH to redress the complaints received regarding sexual harassment.

During the financial year ended March 31, 2025, no case of sexual harassment and discriminatory employment complaints were reported. Further, the details w.r.t. complaint under the POSH Act is given below: a) number of complaints of sexual harassment received in the year: Nil b) number of complaints disposed off during the year: Nil c) number of cases pending for more than ninety days Nil

STATEMENT W.R.T. COMPLIANCE WITH THE PROVISION RELATING TO MATERNITY BENEFIT ACT, 1961

The Company is committed to ensuring a safe, supportive, and inclusive workplace for all women employees. All eligible women employees have been extended the benefits under the said Act, including maternity leave, nursing breaks, and other statutory entitlements as prescribed. The Company has duly complied with the provisions of the Maternity Benefit Act, 1961, as amended from time to time.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the period under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

During the period under review, there has been no one time settlement of Loan taken from Banks and Financial Institutions.

VIGIL MECHANISM

Your Company has adopted a Vigil Mechanism with a view to provide its employees an avenue to raise any sensitive concerns regarding any unethical behaviour or wrongful conduct and to provide adequate safeguard for protection from any victimization.

In accordance with the provision of Section 177(9) of the Act read with Regulation 4(2) of the Listing Regulations every Listed Company shall establish a vigil mechanism for directors and employees to report genuine concerns of unethical behaviour, actual or suspected fraud or violation of the codes of conduct and other policies adopted by the Company.

Accordingly, the Company has framed the policy to align the same with the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and other applicable provisions of the Listing Regulations and may be accessed on the Companys website at the weblink: https://abcotspin.co.in/policies-and-code-of-conduct/. This mechanism inter-alia provides a direct access to the Chairman of the Audit Committee and affirms that no Director/employee have been denied access to the Chairman of the Audit Committee and that no complaints were received in this regard, during the year.

ENVIRONMENT, HEALTH AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

Number of employees as on the closure of financial year

(i) Female: 118 (ii) Male: 265 (iii) Transgender: 0

DETAILS OF MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There was no other material change and commitment affecting the financial position of the Company which has occurred from the end of reporting period i.e., March 31, 2025 till the date of this report.

OTHER STATUTORY DISCLOSURES

During the year under review:

CAUTIONARY STATEMENT

Statements in this Directors Report and Management Discussion and Analysis Report describing the Companys objectives, projections, estimates, expectations or predictions may be “forward-looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Companys operations include raw material availability and its prices, cyclical demand and pricing in the Companys principal markets, changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factor.

ACKNOWLEDGMENT

The Board of Directors places on record its sincere appreciation for the dedicated services rendered by the employees of the Company at all levels and the constructive cooperation extended by them. Your directors would like to express their grateful appreciation for the assistance and support by all Shareholders, Government Authorities, and Auditors, financial institutions, Customers, employees, suppliers, other business associates and various other stakeholder.

For and on behalf of the Board AB Cotspin India Limited

Deepak Garg

Chairman and Managing Director DIN: 00843929 Bathinda, Punjab 03 September, 2025