Birla Cotsyn India Ltd Directors Report

To,

The Members,

Birla Cotsyn (India) Limited

Your directors have pleasure in presenting their 83^rd Annual Report on the business and operations of the Company and the audited financial statements for the financial year ended March 31,2025.

Financial Summary/ Performance of the Company

The financial performance of the Company for the Financial Year ended March 31,2025 is summarized below:

Particulars	Standalone		Consolidated
	For the Year ended 31st March, 2025	For the Year ended 31st March, 2024	For the Year ended 31st March, 2025	For the Year ended 31st March, 2024
Total Income	0.09	1.73	0.9	1.73
Profit Before Tax
Less: Depreciation	562.97	647.75	562.97	647.75
Net Profit Before Tax	-21,477.19	-703.72	-1,461.48	-703.72
Less: Provision for Current Tax	-	-	-	-
Net Profit before Deferred Tax	-	-	-	-
Less/Add: Deferred Tax	-	-	-	-
Net profit after Tax	-21,477.19	-703.72	-1,461.48	-703.72
Add: Balance b/fd from Previous Year	-	-	-	-
Total profit available for Appropriation	-	-
Appropriation	-	-
Balance carried to Balance Sheet	-	-
Earning Per Share	-	-
-Basic	-149.76	-0.03	-10.19	-10.19
-Diluted	-149.76	-0.03	-0.03	-0.03

STATE OF THE COMPANYS AFFAIRS:

Your Company is primarily engaged in the business of Textile Products & Other Textile Products.

The Standalone Total Income of the Company stood at INR. 0.09 Lakhs for the year ended 31^st March, 2025 as against INR. 1.73 Lakhs in the previous year.

The Standalone Company made a Net Profit/ (Loss) after Tax of INR. (21,477.19) Lakhs for the year ended March 31,2025 as compared to INR. (703.72) Lakhs in the previous year.

The Consolidated Total Income is INR. 0.09 Lakhs for the financial year ended March 31, 2025 as against INR. 1.73 Lakhs during the previous year.

The Consolidated Net Profit/(Loss) after Tax INR. (1461.48) Lakhs for the year ended March 31,2025 as compared to the Net Profit of INR. (703.72) Lakhs in the previous year.

The management is of the opinion that in the coming future as the overall situation seems to be improving and Directors are optimistic about Companys business and hopeful of better performance with increased revenue in next year.

There has been no change in the business of the Company during the financial year ended March 31,2025.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) and Section 134(3)(a) of the Act, read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return has been uploaded on the Companys website under the web link of www.birlacotsyn.com.

DISCLOSURE OF CHANGE IN NATURE OF BUSINESS:

The Company is engaged in the business of Textile Production. There has been no change in the business of the Company during the financial year ended 31^st March, 2025.

DISCLOSURE RELATING TO AMOUNTS IF ANY, WHICH IS PROPOSED TO CARRY TO ANY RESERVES:

In view of current year loss, your directors regret their inability to carry any amount as reserves for the financial year under review. DISCLOSURES RELATING TO AMOUNT TO BE RECOMMENDED TO BE PAID AS DIVIDEND:

The Board of Directors of your Company, after considering holistically the relevant circumstances has decided that it would be prudent, not to recommend any Dividend for the year under review.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was was no unpaid/unclaimed Dividend in the books or any Unpaid Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply to your Company.

MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

The following material changes occurred subsequent to the close of the financial year of the company to which the financial statements relate and the date of the report.

a. The Company was admitted into Corporate Insolvency Resolution Process (‘CIRP) under the provisions of the Insolvency and Bankruptcy Code, 2016 (“IBC”) before the Mumbai Bench of Honble National Company Law Tribunal (“Honble NCLT”) vide order dated November 20, 2018. Thereafter, the Honble NCLT passed an order dated September 24, 2019 commencing liquidation of the Company wherein Mr. Anil Goel (IBBI Registration No. IBBI/ IPA - 001/ IP - P00118/ 2017-2018/ 10253) was appointed as the Liquidator of the Company to oversee the same in accordance with the provisions of IBC, 2016 and the relevant regulations thereunder.

b. Thereafter, pursuant to Section 230, Section 66 and other applicable provisions of the Companies Act, 2013 read with IBC, 2016 and its related regulations, a Composite Scheme of Compromise and Arrangement between (“Approved Scheme”/ “Scheme”) Nikhil Jain, Rohstoffe International Private Limited and Wendt Finance Private Limited (together referred to as “Acquirer”) and the Company and its creditors and shareholders was presented before the Honble NCLT and the same was approved by the Honble NCLT vide its order dated January 09, 2025 (“Order”). The order was uploaded on the Honble NCLT Website dated January 14, 2025.

Further, the Company had duly filed the Order of the Honble NCLT and the Approved Scheme with the Registrar of Companies, Mumbai (being the jurisdictional RoC) via e-form INC-28 dated January 23, 2025 vide SRN: AB2477230 and the Approved Scheme was effective from January 29, 2025 (being the Scheme Effective Date).

Pursuant to sanction of the Composite Scheme of Compromise and Arrangement under Section 230 of the Companies Act, 2013 read with the Insolvency and Bankruptcy Code, 2016, the Corporate Debtor shall stand revived on a ‘clean slate basis, whereby all claims, liabilities, demands and proceedings against the Corporate Debtor, not forming part of the sanctioned Scheme, shall stand extinguished and no person shall be entitled to initiate or continue any action in respect thereof. The said protection is in consonance with the doctrine of clean slate as propounded by the Honble Supreme Court in Arun Kumar Jagatramka v. Jindal Steel and Power Ltd. [(2021) 7 SCC 474] and Ghanshyam Mishra & Sons Pvt. Ltd. v. Edelweiss Asset Reconstruction Co. Ltd. [(2021) 9 SCC 657], ensuring that the Acquirers step in as new promoters free from past encumbrances, while all pending investigations, prosecutions and proceedings against the erstwhile promoters and management shall continue unaffected in terms of Section 32A of the IBC, 2016.”

c. It is pertinent to note that, Honble NCLAT vide its judgement dated August 20, 2024 in the Companys case concluded that the Approved Scheme is in similar continuum as a restructuring proposal by way of a resolution plan under Section 31 of the IBC.

d. Further, upon the Scheme coming into Effect, the Board has been reconstituted pursuant to the Approved Scheme and the new management is in the process to ensure the compliance to the extent possible required for the Company to continue its active status with the MCA.

e. In view of the above, and the relaxation provided vide Circular referred above read with the judgement in the Companys case held by NCLAT, the Company deems to avail the benefit of the Circular during its restructuring period.

f. Pursuant to Clause 5.1 of Part II (Details of the Business Plan for Revival of the Company) of the Scheme, a Monitoring Committee has been constituted comprising of 1 representative of the Acquirer; 1 representative of the Secured Financial Creditors, and the current Liquidator appointed for the Company, as below, which are responsible for supervision and implementation of the Scheme.

Sr. No. Name of member	Position in the Committee
1. Mr. Anil Goel (Erstwhile Liquidator of the Company)	Chairperson
2. Mr. Nikhil Jain (Representative of Acquirer)	Member
3. Edelweiss Asset Reconstruction Company Limited (Representative of Secured Financial Creditors)	Member

Following summary has been extracted from the order approved by the Honble NCLT Mumbai Bench:

i) Reconstitution of the Board of Directors:

As per the Honble NCLT order dated 09^th January, 2025 Monitoring Committee has been constituted for the implementation of the approved scheme/resolution plan. In the Monitoring Committee meeting of the company held on 10^th February, 2025 Board of Directors of the Company has been reconstituted as follows:

Sr. No Name of Directors	DIN	Category
1 Akhil Jain	03296467	Managing Director
2 Sheela Jain	02553215	Non-Executive- Non-Independent Director
3 Pradip Kumar Das	06593113	Non-Executive- Independent Director
4 Subhash Chandra Varshney	08657452	Non-Executive- Independent Director
5 Umang Pinakin Mehta	10920337	Non-Executive- Independent Director

ii) Designation of the Successful Acquirers as the new promoters pursuant to the Composite Scheme of Compromise and Arrangement:

As per Honble NCLT had approved the Composite Scheme of Compromise and Arrangement between (“Approved Scheme”/ “Scheme”) Nikhil Jain, Rohstoffe International Private Limited and Wendt Finance Private Limited (together referred to as “Acquirer”) vide order dated 09^th January, 2025 and pursuant to which they have appointed as the new promoters of the company. The list of the new promoters as per the approved Composite Scheme of Compromise and Arrangement.

Sr. No Name	Category
1 Nikhil Jain	Promoter
2 Rohstoffee International Private Limited	Promoter
3 Wendt Finance Private Limited	Promoter
4 Akhil Jain	Promoter
5 Sheela Jain	Promoter
6 Priyanka Jain	Promoter
7 Sonal Jain	Promoter

iii) Reduction of Paid-up share capital of the Company:

As per Honble NCLT had approved the Composite Scheme of Compromise and Arrangement between (“Approved Scheme”/ “Scheme”) Nikhil Jain, Rohstoffe International Private Limited and Wendt Finance Private Limited (together referred to as “Acquirer”) vide order dated 09^th January, 2025, for Reduction in the following manner of equity shares held as on March 07, 2025 (being the “Record Date”):

a) Entire shareholding of Promoter & Promoter Group (being the erstwhile Promoters) in the Company consisting of 48,60,83,760 (Forty Eight Crores Sixty Lakhs Eighty Three Thousand Seven Hundred Sixty) equity shares of INR 1 (Indian Rupee One only) each aggregating to INR 48,60,83,760 (Indian Rupees Forty Eight Crores Sixty Lakhs Eighty Three Thousand Seven Hundred Sixty only) issued; subscribed and paid up share capital as on Record Date shall be reduced, cancelled and extinguished without any payment; and

b) Shareholding of persons other than Promoter & Promoter Group (“Public Shareholders”) shall be cancelled and extinguished without any payment in the manner provided hereinbelow:

• Public Shareholders would continue to own 1 equity share in the Company for every 153 existing equity shares held by the respective Public Shareholder as on the Record Date and any fractional share shall be ignored (“Continuing Public Shareholding”); and

• Balance equity shares (i.e., equity shares over and above Continuing Public Shareholding) held by Public Shareholders -shall be annulled, cancelled and extinguished.

i.e Cancellation and extinguishment of 2,20,04,86,690 (Two Hundred and Twenty Crores Four Lakhs Eighty Six Thousand Six Hundred Ninety) equity shares having face value of INR 1 (Indian Rupees One only) each aggregating to INR 2,20,04,86,690 (Indian Rupees Two Hundred and Twenty Crores Four Lakhs Eighty Six Thousand Six Hundred Ninety only) issued; subscribed and paid up share capital as on Record Date held by Public Shareholders. Public Shareholders would continue to hold 1,43,39,940 (One Crore Forty Three Lakhs Thirty Nine Thousand Nine Hundred Forty) equity shares having face value of INR 1 (Indian Rupee One only) each constituting INR 1,43,39,940 (Indian Rupees One Crore Forty Three Lakhs Thirty Nine Thousand Nine Hundred Forty only) of the issued; subscribed and paid up share capital of the Company.

iv) Infusion of Fresh Funds of Rs. 25,00,00,000/- by New Promoters against issue of 25,00,00,000 equity shares of Rs.1/- each at par to the New Promoters:

a. Issuance and allotment of 19,00,00,000 (Nineteen Crores) equity shares having face value of INR 1 (Indian Rupee One only) each of the Company at par on preferential basis by way of a private placement to the Acquirers and others;

b. Issuance and allotment of 6,00,00,000 (Six Crores) equity shares having face value of INR 1 (Indian Rupee One only) each pursuant to conversion of convertible loan (received towards Earnest Money Deposit and Performance Security) to Wendt Finance Private Limited pursuant to the Approved Scheme.

v) Payment to Creditors:

As per the scheme of compromise and arrangement approved by the Honble NCLT, the new promoters have settled all debts in accordance with the terms of the scheme, and all creditors have been duly paid and settled.

vi) Payment to Public Deposit Holders:

The amount being admitted during the period of CIRP for the Public Deposit Holders is being paid as per the approved scheme on the Proportional basis.

vii) Cessation of the erstwhile Directors of the Company:

As per the approved scheme of compromise and arrangement by the NCLT, the successful acquirer applicant inducted as the new promoters of the Company and the erstwhile promoters and Directors vacated the office.

Pursuant to the order of the Honble NCLT dated January 09, 2025 the Directors & Key Managerial Personnel (KMP) of the Company were deemed to have resigned/Vacation of the office w.e.f January 29, 2025 as noted in the Meeting of Monitoring Committee held on February10, 2025.

The List of outgoing Directors & Key Managerial Personnel (KMP) is stated below.

Sr. No Name of outgoing Directors & KMP	Designation	DIN/PAN
1 Satya Kishore Mathur	Manager	ACKPM7620C
2 Rakesh Kumar Dixit	Non-Executive Non-Independent Director	06655663
3 Satyanarayan Ganeshlal Baheti	Independent Director	06933453
4 Ritesh Ramesh Joshi	Independent Director	07545241
5 Deepti Jain	Independent Director	08076387
6 Vipin Dilip Kumar Varkhawat	Chief Financial Officer	AHEPV5267H
7 Vineeta Nandan Agarwal	Company Secretary & Compliance Officer	DTUPS4020N

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE

GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

1. BSE has raised a fine for the Non- Compliance of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the period of CIRP & Liquidation.

2. The Company was admitted into Corporate Insolvency Resolution Process (‘CIRP) under the provisions of the Insolvency and Bankruptcy Code, 2016 (“IBC”) before the Mumbai Bench of Honble National Company Law Tribunal (“Honble NCLT”) vide order dated November 20, 2018. Thereafter, the Honble NCLT passed an order dated September 24, 2019 commencing liquidation of the Company wherein Mr. Anil Goel (IBBI Registration No. IBBI/ IPA - 001/ IP - P00118/ 2017-2018/ 10253) was appointed as the Liquidator of the Company to oversee the same in accordance with the provisions of IBC, 2016 and the relevant regulations thereunder.

Thereafter, pursuant to Section 230, Section 66 and other applicable provisions of the Companies Act, 2013 read with IBC, 2016 and its related regulations, a Composite Scheme of Compromise and Arrangement between (“Approved Scheme”/ “Scheme”) Nikhil Jain, Rohstoffe International Private Limited and Wendt Finance Private Limited (together referred to as “Acquirer”) and the Company and its creditors and shareholders was presented before the Honble NCLT and the same was approved by the Honble NCLT vide its order dated January 09, 2025 (“Order”). The order was uploaded on the Honble NCLT Website dated January 14, 2025.

Pursuant to sanction of the Composite Scheme of Compromise and Arrangement under Section 230 of the Companies Act, 2013 read with the Insolvency and Bankruptcy Code, 2016, the Corporate Debtor shall stand revived on a ‘clean slate basis, whereby all claims, liabilities, demands and proceedings against the Corporate Debtor, not forming part of the sanctioned Scheme, shall stand extinguished and no person shall be entitled to initiate or continue any action in respect thereof. The said protection is in consonance with the doctrine of clean slate as propounded by the Honble Supreme Court in Arun Kumar Jagatramka v. Jindal Steel and Power Ltd. [(2021) 7 SCC 474] and Ghanshyam Mishra & Sons Pvt. Ltd. v. Edelweiss Asset Reconstruction Co. Ltd. [(2021) 9 SCC 657], ensuring that the Acquirers step in as new promoters free from past encumbrances, while all pending investigations, prosecutions and proceedings against the erstwhile promoters and management shall continue unaffected in terms of Section 32A of the IBC, 2016.”

3. Pursuant to the Scheme of Compromise and Arrangement approved by the Honble NCLT, Mumbai Bench vide order dated January 09, 2025, the Company became liable to pay the listing fees to BSE for the period from January 09, 2025 to March 31,2025. However, as no invoice for listing fees pertaining to FY 2024-25 was received from the Stock Exchange, no payment was made towards the same. A detailed explanation in this regard has already been provided in the Corporate Governance Report.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company does not have any Joint Ventures or Associate Company and hence doesnt require any reporting for the same, However the Company has a foreign wholly owned subsidiary and details of which is given in “Annexure I”.

FIXED DEPOSITS:

The details relating to deposits covered under Chapter V of the Act are stated below.

(a) During the financial year under review the Company has not accepted any fresh deposits.

(b) During the year under review, the default in the payment pf principal amount and interest on deposits received from the public has been repaid as per the approved scheme of compromise & arrangement as per the order dated 09^th January, 2025 by Honble NCLT Mumbai Bench.

STATUTORY AUDITORS:

The tenure of M/s. PSV Jain & Co. Chartered Accountant (Firm Registration No. 131505W) Statutory Auditors of the Company expires at the ensuing Annual General Meeting (AGM), the Board of Directors upon the recommendation of the Audit Committee recommends the appointments of M/s. Jain Kothari & Co. (Firm Registration No. 022340C) as the Statutory Auditors of the Company to hold the office from the conclusion of 83^rd Annual General Meeting (AGM) until the Conclusion 88^th Annual General Meeting (AGM) subject to the approval of Shareholders at ensuing AGM.

AUDITORS REPORT:

The Auditors have audited the standalone and consolidated financial statements of the Company for the financial year ended 31^st march 2025 and no fraud has been reported by the Auditors under Section 143 (12) of the Companies Act, 2013 requiring disclosure in the Boards Report.

SECRETARIAL AUDITOR AND ITS REPORT:

Pursuant to the provisions of section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed M/s. Vijay S. Tiwari & Associates, Practicing Company Secretary Firm to undertake the Secretarial Audit of the Company for the F.Y 2024-25. The Report of the Secretarial Audit Report is annexed herewith as “Annexure III“

COMPLIANCE WITH THE PROVISION OF SECRETARIAL STANDARDS:

The company has deployed proper systems to ensure compliance with the provisions of the applicable Secretarial Standards issued by the Institute of Company secretaries of India.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Social Welfare Activities has been an integral part of the Company since inception. The Company is committed to fulfil its social responsibility as a good corporate citizen. The Companies Act, 2013, pursuant to the provision of Section 135, has laid down the requirement for constitution of Corporate Social Responsibility Committee, which shall be responsible for laying down the CSR Policy, to a certain class or classes of Companies. However, our Company does not fall under the requisite criteria and thus the compliance with the relevant provision of the Companies Act, 2013 is not applicable.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNELS WHO WERE APPOINTED OR RESIGNED DURING THE YEAR AND AFTER THE CLOSING OF FINANCIAL YEAR:

Appointment & Resignation During the Financial Year 2024-25

Name of Directors/KMP	Designation	Appointment/Resignation	Date
Mr. Akhil Jain	Managing Director	Appointment	10.02.2025
Mrs. Sheela Jain	Non-Executive Director	Appointment	10.02.2025
Mr. Pradip Kumar Das	Independent Director	Appointment	10.02.2025
Mr. Subhash Chandra Varshney	Independent Director	Appointment	10.02.2025
Mr. Umang Pinakin Mehta	Independent Director	Appointment	10.02.2025
Mr. Satya Kishore Mathur	Manager	Deemed Resignation/ Vacation of office	29.01.2025
Mr. Rakesh Kumar Dixit	Non-Executive Director	Deemed Resignation/ Vacation of office	29.01.2025
Mr. Satyanarayan Ganeshlal Baheti	Independent Director	Deemed Resignation/ Vacation of office	29.01.2025
Mr. Ritesh Ramesh Joshi	Independent Director	Deemed Resignation/ Vacation of office	29.01.2025
Ms. Deepti Jain	Independent Director	Deemed Resignation/ Vacation of office	29.01.2025
Mr. Vipin Dilip Kumar Varkhawat	Chief Financial Officer	Deemed Resignation/ Vacation of office	29.01.2025
Ms. Vineeta Nandan Agarwal	Company Secretary & Compliance Officer	Deemed Resignation/ Vacation of office	29.01.2025

*The appointment and resignation were subsequently ratified by the Monitoring Committee at their meeting held on February 10, 2025. Pursuant to the implementation of the approved scheme of Compromise & Arrangement (“Approved Scheme”/ “Scheme”) the existing Board of Directors (Comprising of Shri Satya Kishore Mathur) are deemed to have vacated.

The reconstituted Board of Directors at their meeting held on February 10, 2025 appointment of Shri Akhil Jain as the Managing Director of the Company (Key Managerial Personnel under the Companies Act, 2013)

Appointment & Resignation after the Closure of Financial Year 2024-25

Name of Directors/KMP	Designation	Appointment/Resignation	Date
Mr. Harish Kumar Pareek	Chief Financial Officer	Appointment	19.04.2025
Mr. Gaurav Anand	Company Secretary & Compliance Officer	Appointment	19.04.2025

NAME OF THE DIRECTORS RETIRING BY ROTATION AT THE ENSUING ANNUAL GENERAL MEETING AND WHETHER OR NOT THEY OFFER THEMSELVES FOR RE-APPOINTMENT:

The Board has been reconstituted pursuant to the implementation of the approved scheme of compromise and arrangement with effect from February 05, 2025 with constitution of Monitoring committee for implementation of the scheme of compromise and arrangement and accordingly the captioned details are not applicable.

BOARD /LIQUIDATOR MEETINGS HELD DURING THE YEAR

As after the approval of Composite Scheme of Compromise and Arrangement between (“Approved Scheme”/ “Scheme”) Nikhil Jain, Rohstoffe International Private Limited and Wendt Finance Private Limited (together referred to as “Acquirer”) by the Honble NCLT Mumbai Bench viz order dated 09^th January, 2025. Pursuant to Clause 5.1 of Part II (Details of the Business Plan for Revival of the Company) of the Scheme, a Monitoring Committee has been constituted comprising of 1 representative of the Acquirer; 1 representative of the Secured Financial Creditors, and the current Liquidator appointed for the Company, as below, which are responsible for supervision and implementation of the Scheme.

The Monitoring Committee (MC) of BCIL reconstituted the Board on February 10, 2025 and a meeting of the reconstituted Board of Directors was held on March 03, 2025 to take charge of the affairs of the Company. The powers of the Board of Directors of BCIL vested back to the reconstituted Board from the Monitoring Committee. The details of the Monitoring Committee meeting held during the FY 2024-25 are furnished in the Corporate Governance Report (Annexure- IV) froming part of this report.

ANNUAL EVALUTION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

During the Fiscal, CIRP & Liquidation was at the helm of affairs of your Company and powers of the Board vested with him. Also, the strength of the Board was Five throughout the year till the end of CIRP & Liquidation period.

Pursuant to the reconstitution of the Board on February 10, 2025 by Monitoring Committee (MC) of your Company, the powers of the Board of Directors stood vested back on this day. Accordingly, the Annual evaluation of Board, its committees and individual directors s required under Section 134 (p) does not arise and may be construed as not applicable.

DIRECTORS RESPONSIBILITY STATEMENT:

Members may kindly note that during the period of CIRP and Liquidation i.e

(1) The Company was admitted into Corporate Insolvency Resolution Process (‘CIRP) under the provisions of the Insolvency and Bankruptcy Code, 2016 (“IBC”) before the Mumbai Bench of Honble National Company Law Tribunal (“Honble NCLT”) vide order dated November 20, 2018. Thereafter, the Honble NCLT passed an order dated September 24, 2019 commencing liquidation of the Company wherein Mr. Anil Goel (IBBI Registration No. IBBI/ IPA - 001/ IP - P00118/ 2017-2018/ 10253) was appointed as the Liquidator of the Company to oversee the same in accordance with the provisions of IBC, 2016 and the relevant regulations thereunder.

(2) Thereafter, pursuant to Section 230, Section 66 and other applicable provisions of the Companies Act, 2013 read with IBC, 2016 and its related regulations, a Composite Scheme of Compromise and Arrangement between (“Approved Scheme”/ “Scheme”) Nikhil Jain, Rohstoffe International Private Limited and Wendt Finance Private Limited (together referred to as “Acquirer”) and the Company and its creditors and shareholders was presented before the Honble NCLT and the same was approved by the Honble NCLT vide its order dated January 09, 2025 (“Order”).

Further, the Company had duly filed the Order of the Honble NCLT and the Approved Scheme with the Registrar of Companies, Mumbai (being the jurisdictional RoC) via e-form INC-28 dated January 23, 2025 vide SRN: AB2477230 and the Approved Scheme was effective from January 29, 2025 (being the Scheme Effective Date).

The Resolution Professional/ Committee of Creditors/ Liquidator/ Monitiring Committee were entrusted with the management of the affairs of the Company.

The reconstituted Board is submitting this report and is not to be considered responsible to discharge fiduciary duties with respect to the oversight on financial and operational health of the Company and performance of the management for the period prior and till the time and date of reconstitution (February 10, 2025) of the Board.

Accordingly, pursuant to Section 134(5) of the Companies Act 2013, the Board (based on the knowledge/ information gained by them about the affairs of the Company ina limited period of time and based on the understanding of the then existing processes of the Company) and to the best of their knowledge state:

a) that in the preparation of the annual accounts for the financial year ended March 31,2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) that Board has continued with such accounting policies as were adopted, made judgments and estimates that are reasonable and prudent so as to give a reasonably true and fair view of the state of affairs of the Company at the end of the financial year ended March 31,2020 and of the profit or loss of the Company for that period;

c) that the annual accounts for the financial year ended March 31,2025 have been prepared on a going concern basis as explained herein above in the preamble;

d) that proper systems which have been devised to ensure compliance with the provisions of applicable laws are adequate and operating;

e) that Internal financial controls which were laid down and followed by the company on the date of reconstitution of the Board, along with the necessary steps and changes in the Management Structure that have been taken to improve the internal financial controls during CIRP & Liquidation period are operating effectively; and

f) that proper and sufficient care has been taken care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

PARTICULARS OF EMPLOYEES AND REMUNERATION:

The information as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in “Annexure II” to this report.

RELATED PARTY TRANSCATION

In accordance with the provisions of Section 188 of the Companies Act, 2013 and rules made there under, all related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of business, the details of which are included in the notes forming part of the financial statements. There were no materially significant related party transactions which may have a potential conflict with the interests of the Company at large. Accordingly, information in Form AOC-2 is not required.

PARTICULARS OF LOANS, GURANTEES AND INVESTMENTS:

During the year under review, the Company has not given loans, gurantees, or investment under Section 186 of the Companies Act, 2013. The details of the investments made by the Company are provided in the accompanying financial statements.

COMMITTEE OF THE BOARD:

The Company has three Board Committee as on March 31,2025 which were reconsituted under the new management by the Board at the Board Meeting held on 03^rd March, 2025 as during the CIRP & Liquidation previous board was suspended.

a) Audit Committee.

b) Nomination & Remuneration Committee.

c) Stakeholders Realtionship Committee.

During the year, all recommendations made by the committees were approved by the Board.

Details of all the committees along with their main terms, composition and meetings held during the year under review are provided in the Report on Corporate Governance, a part of this Annual Report.

NOMINATION AND REMUNERATION POLICY:

The Board of Directors under the new management after the implementation of approved scheme of compromise and arrangement has framed a policy which lays down a framework in relation to appointment and remuneration of Directors, Key Managerial Personnel, Senior Management, and other employees of the Company (“Policy”). The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non- executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees. The Policy also provides the criteria for determining qualifications, positive attributes and independence of Director and criteria for appointment of Key Managerial Personnel/Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors whilst taking a decision on the potential candidates.

The salient features of the Nomination and Remuneration Policy of the Company are outlined in the Corporate Governance Report which forms part of this Annual Report. The Policy is also available on the website of the Company at www.birlacotsyn.com

WHISTLE BLOWER POLICY:

As per the provisions of Section 177(9) and (10) of the Act and Regulation 22 of the Listing Regulations, the Company under the new management after the implementation of approved scheme of compromise and arrangement has adopted a Whistle Blower Policy for establishing a vigil mechanism for Directors and Employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct and provide adequate safeguards against victimisation of persons who use such mechanism and makes provision for direct access to the chairman of the Audit Committee in appropriate or exceptional cases. The said policy has been hosted on the Companys website at www.birlacotsyn.com

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE OUTGO:

Details regarding Energy Conservation: Since the Company was under the process of the CIRP & Liquidation, which should furnish this information, the qustion of furnishing the same does not arise.

Details regarding Technology Absorption: Company is not involved into any kind of manufacturing activities. Therefore, no technology absorption is required.

Details regarding Foreign Exchange Earnings and Outgo: There have been neither any earnings nor outgoing of foreign exchange during the year under review.

SIGNICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

There have been no signicant nor material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations except for the Orders passed by the Honble NCLT, Mumbai Bench, & NCLAT Delhi Bench of India as follows.

1. The Company was admitted into Corporate Insolvency Resolution Process (‘CIRP) under the provisions of the Insolvency and Bankruptcy Code, 2016 (“IBC”) before the Mumbai Bench of Honble National Company Law Tribunal (“Honble NCLT”) vide order dated November 20, 2018. Thereafter, the Honble NCLT passed an order dated September 24, 2019 commencing liquidation of the Company wherein Mr. Anil Goel (IBBI Registration No. IBBI/ IPA - 001/ IP - P00118/ 2017-2018/ 10253) was appointed as the Liquidator of the Company to oversee the same in accordance with the provisions of IBC, 2016 and the relevant regulations thereunder.

Thereafter, pursuant to Section 230, Section 66 and other applicable provisions of the Companies Act, 2013 read with IBC, 2016 and its related regulations, a Composite Scheme of Compromise and Arrangement between (“Approved Scheme”/ “Scheme”) Nikhil Jain, Rohstoffe International Private Limited and Wendt Finance Private Limited (together referred to as “Acquirer”) and the Company and its creditors and shareholders was presented before the Honble NCLT and the same was approved by the Honble NCLT vide its order dated January 09, 2025 (“Order”). The order was uploaded on the Honble NCLT Website dated January 14, 2025.

2. It is pertinent to note that, Honble NCLAT vide its judgement dated August 20, 2024 in the Companys case concluded that the Approved Scheme is in similar continuum as a restructuring proposal by way of a resolution plan under Section 31 of the IBC.

3. Pursuant to sanction of the Composite Scheme of Compromise and Arrangement under Section 230 of the Companies Act, 2013 read with the Insolvency and Bankruptcy Code, 2016, the Corporate Debtor shall stand revived on a ‘clean slate basis, whereby all claims, liabilities, demands and proceedings against the Corporate Debtor, not forming part of the sanctioned Scheme, shall stand extinguished and no person shall be entitled to initiate or continue any action in respect thereof. The said protection is in consonance with the doctrine of clean slate as propounded by the Honble Supreme Court in Arun Kumar Jagatramka v. Jindal Steel and Power Ltd. [(2021) 7 SCC 474] and Ghanshyam Mishra & Sons Pvt. Ltd. v. Edelweiss Asset Reconstruction Co. Ltd. [(2021) 9 SCC 657], ensuring that the Acquirers step in as new promoters free from past encumbrances, while all pending investigations, prosecutions and proceedings against the erstwhile promoters and management shall continue unaffected in terms of Section 32A of the IBC, 2016.”

DISCLSOURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The company was admitted into Corporate Insolvency Resolution Process (“CIRP”) under the provisions of the Insolvency and Bankruptcy Code, 2016 (“IBC”) before the Mumbai Bench of Honble National Company Law Tribunal (“Honble NCLT”) vide order dated November 20, 2018. Thereafter, the Honble NCLT passed an order dated September 24, 2019 commencing liquidation of the Company. Thereafter pursuant to Section 230, Section 66 and other applicable provisions under Companies Act, 2013 read with IBC 2016 and its related regulations, a composite Scheme of Compromise and Arrangement approved by the Honble NCLT vide its order dated January 9, 2025 (“Order”).

During the year under review, the Company did not have a policy on the Prevention of Sexual Harassment (POSH) as the Board of Directors stood suspended and the Company remained non-operational. Accordingly, no complaints pertaining to sexual harassment were reported during the financial year 2024-25.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

The company was admitted into Corporate Insolvency Resolution Process (“CIRP”) under the provisions of the Insolvency and Bankruptcy Code, 2016 (“IBC”) before the Mumbai Bench of Honble National Company Law Tribunal (“Honble NCLT”) vide order dated November 20, 2018. Thereafter, the Honble NCLT passed an order dated September 24, 2019 commencing liquidation of the Company. Thereafter pursuant to Section 230, Section 66 and other applicable provisions under Companies Act, 2013 read with IBC 2016 and its related regulations, a composite Scheme of Compromise and Arrangement approved by the Honble NCLT vide its order dated January 9, 2025 (“Order”).

During the year under review, the Company remained non-operational and did not have any women employees on its rolls. Accordingly, the provisions of the Maternity Benefit Act, 1961 were not applicable to the Company during the financial year 2024-25.

SUSPENSION OF TRADING:

The details pertaining to suspension of trading in shares of the Company during the reporting period are disclosed in the Corporate Governance report annexed to this report.

MANAGEMENT DISCUSSION AND ANALYSIS:

As per the requirements of Regulation 34(2)(e) read with schedule V of the SEBI (Listing obligations and Disclosure Requirements) Regulations 2015, the Management Discussion and Analysis of the events, which have taken place and the conditions prevailed, during the period under revie, are enclosed in “Annexure-V” to this report.

ACKNOWLEDGEMENTS:

The Board is grateful and thankful to all the Banks, Financial Institutions both in public sector and in private sector who have fully supported your Companys initiatives during the CIRP & Liquidation period and for their wholehearted mandate for approving a Composite Scheme of Compromise and Arrangement (“Approved Scheme”/ “Scheme”) and for the revival of your Companys businesses.

The Board and the Management acknowledge and are thankful to the employees who stayed with the Company during the CIRP & Liquidation period and for their contributions.

	By order of the Board of Directors
	For, Birla Cotsyn (India) Limited
	Sd/-	Sd/-
	Akhil Jain	Sheela Jain
Date: 01.09.2025	Managing Director	Director
Place: Mumbai	DIN:03296467	DIN:02553215