Winsome Yarns Ltd Directors Report

Dear Members,

Winsome Yarns Limited (herein after referred as "the Company")

(Company Under Corporate Insolvency Resolution Process)

The Resolution Professional/ Monitoring professional /Board of Directors present the 36th Annual Report and the Financial Statements of the Company for the year ended 31st March, 2026.

Update on implementation of Resolution Plan:

In accordance with the applicable provisions of the Insolvency and Bankruptcy Code, 2016 ("IBC/Code"), the Corporate Insolvency Resolution Process ("CIRP") of M/s. Winsome Yarns Limited ("Company") was initiated pursuant to a petition filed under Section 7 of the Code by Edelweiss Asset Reconstruction Company Limited, a Financial Creditor of the Company, which was admitted by the National Company Law Tribunal ("NCLT"), Chandigarh Bench, vide Order dated December 22, 2023 ("Insolvency Commencement Date"), whereupon the powers of the Board of Directors of the Company stood suspended. Mr. Sanjay Gupta was appointed as the Interim Resolution Professional, and Mr. Anil Kohli of ARCK Resolution Professionals LLP was subsequently appointed as the Resolution Professional ("RP") by the Committee of Creditors ("CoC"). The RP invited Expressions of Interest and resolution plans in accordance with the provisions of the Code, and the CoC, with 100% voting share, approved the resolution plan submitted by M/s. Mohini Health and Hygiene Limited ("Successful Resolution Applicant"/"SRA"), having a total plan value of Rs. 162.90 crore. The RP thereafter filed the CoC-approved Resolution Plan before the NCLT, Chandigarh Bench, for approval under Section 30(6) of the Code. The Honble NCLT, Chandigarh Bench, vide its Order dated April 16, 2026 ("Approval Order") passed in IA(IBC)(PLAN)/1/(CH)/2025, approved the said Resolution Plan, which is binding on the Company, its employees, members, creditors (including the Central and State Governments), guarantors and all other stakeholders involved therein. Pursuant to the Approval Order, the Board of Directors of the Company has been reconstituted with effect from June 23, 2026. Members are requested to read this report in light of the fact that the new Board and management are currently engaged in implementation of the approved Resolution Plan.

A summary of the financial results is given below.

1. SUMMARISED FINANCIAL RESULTS:

(Rs. in lakhs)

INCOME	Year ended 31.03.2026	Year ended 31.03.2025
Revenue from operations	21.79	419.08
Other income	148.39	86.43
Total Income	1 70.18	505.51
EXPENSES
Cost of material consumed	-	2.93
Purchase of stock-in-trade	-	--
Excise duty	-	--
Change in inventories of finished goods, work in process and stock in trade	11.54	183.11
Employees benefit expenses	77.43	533.85
Finance costs	-	--
Depreciation and Amortisation	980.03	982.51
Other expenses	356.42	532.77
Total Expense	1,425.42	2235.20
Profit/ (Loss) before exceptional items and tax	(1,255.24)	(1729.69)
Less: Exceptional items	-	--
Profit/ (Loss) before tax	(1,255.24)	(1729.69)
Less/(-Add): Tax expense	-	--
Current tax	-	--
Deferred tax	-	--
Profit/ (Loss) after tax	(1,255.24)	(1729.69)
Other comprehensive income		--
Total Comprehensive Income	(1,255.24)	(1729.69)

The production of the Winsome Yams Limited, Derabassi, Punjab plant and Winsome Knitwear, Mohali plant is fully shut down, though the Micro Hydro Power Projects (MHPs), situated at Ludhiana are operational, but not at full capacity.

A detailed review of the operations of the Company for the Financial Year ended 31st March, 2026, is given below which forms as part of this report.

2. STATUS OF CORPORATE INSOLVENCY RESOLUTION PROCESS UNDER INSOLVENCY AND BANKRUPTCY CODE 2016 (IBC) AFTER INITIATION:

The Corporate Insolvency Resolution Process ("CIRP") in the case of Winsome Yarns Limited ("Company/ Corporate Debtor") was initiated by the Honble National Company Law Tribunal, Chandigarh Bench ("Adjudicating Authority") under Section 7 of the IB Code vide its order dated 22nd December 2023. The Adjudicating Authority vide the order of the same date appointed Mr. Sanjay Gupta having Registration No. IBBI/IPA-002/IP-N00982-C01/2017-2018/10354 as the Interim Resolution Professional ("IRP") to conduct the CIRP of the Corporate Debtor. Later, in the CoC Meeting of the Corporate Debtor held on 23 ^rd January, 2024, M/s. ARCK Resolution Professionals LLP, having Registration No. IBBI/IPE- 0030/IPA-1/2022-23/50013 was appointed as the Resolution Professional ("RP") to run the CIRP of the Corporate Debtor.

Interim Resolution Professional had issued invitation for Expression of Interest (hereinafter referred as ‘EOI) in FORM G on February 20, 2024 in compliance with Regulation 36A of CIRP Regulations, 2016 in the newspaper in English language for the submission of a resolution plan in accordance with the provision of the code.

As per the published FORM G, the last date for submission of EOI was stipulated as March 5, 2024, and last date stipulated for submission of resolution plan was April 20, 2024 which was later on extended till 31.03.2024.

The Resolution Professional received three Resolution plans which were duly opened in presence of the COC Members in its 6th COC Meeting. Due discussion and negotiation on all three resolutions plans were conducted by the COC. The members of the COC in its COC Meeting decided that another FORM G be published for exploring more potential bidders and for wealth maximization to all Stakeholders.

Thereafter, Resolution Professional had re-published invitation for Expression of Interest (hereinafter referred as ‘EOI) in FORM G on July 18, 2024 in compliance with Regulation 36A of CIRP Regulations, 2016 in the newspaper in English and Vernacular (Punjabi) language for the submission of a resolution plan in accordance with the provision of the code.

As per the published FORM G, the last date for submission of EOI was stipulated as August 2, 2024 through Email and August 3, 2024 original in physical form at the office of the RP, and last date stipulated for submission of resolution plan was September 12, 2024, which was later on extended till 28.09.2024.

The Resolution Professional received four Resolution plans which were duly opened in the presence of the COC Members in its 15th COC Meeting. The members of the COC duly discussed and negotiated in terms and clauses of the Resolution Plans including the financial bid and thereafter decided to go for inter-se bidding for challenge mechanism. Pursuant to inter se bidding convened on 22.10.2024, final Resolution Plans were submitted by all 4 RAs. All 4 compliant Resolution Plans have duly been placed to e-voting before the members of the COC for their approval.

A One-time settlement (OTS) proposal letter under section 12A of the Code has also been submitted by the promoters. However, as per the requirement laid down in Section 12 A read with Regulation 30 A, FORM FA along with requisite Bank Guarantee was not submitted by the Applicant, EARC to the Resolution Professional.

Further the Committee of Creditors (COC) of Winsome Yarns Limited in its 18^th COC Meeting held on 12.11.2024 has approved with requisite majority, the Resolution Plan submitted by M/s. Mohini Health & Hygiene Limited through e- voting, in accordance with the provisions of the Insolvency & Bankruptcy Code, 2016. Furthermore, please also take note that the Resolution Professional has filed an application with Honble National Company Law Tribunal, Chandigarh Bench (‘NCLT) of the COC approved Resolution Plan for their approval. The said application is pending adjudication.

In terms of Section 17 of the Code, on commencement of the Corporate Insolvency Resolution Process (CIRP), the powers of the Board of Directors of Winsome Yarns Limited stands suspended and the same are being exercised by Mr. Anil Kohli, Partner of M/s. ARCK Resolution Professionals LLP, Resolution Professional. The management of the affairs of Winsome Yarns Limited is vested with Mr. Anil Kohli, Partner of M/s. ARCK Resolution Professionals LLP.

Thereafter, on April 16, 2026, Honble NCLT, Chandigarh Bench approved Resolution Plan of the Company.

3. OPERATIONS & PERFORMANCE:

During the year under review, the Companys operations continued to be affected due to lack of sufficient working capital funds required for operations resulting in lower capacity utilization and the gross margins have suffered due to high input costs. Furthermore, the constraints of funds have affected Companys plans to undertake de-bottlenecking and regular capital expenditure as per industry norms, which are needed for proper maintenance and upkeep of its plant, machinery and equipment.

The production of the Winsome Yarns Limited, Derabassi, Punjab plant and Winsome Knitwear, Mohali plant is fully shut down, though the Micro Hydro Power Projects (MHPs), situated at Ludhiana are operated for captive consumption

During the year ended March 31, 2026, the Company incurred a loss of Rs. 1,255.24 lakhs, as compared to a loss of Rs. 1,729.69 lakhs during the previous year ended March 31, 2025. The Companys total income of Rs. 170.18 lakhs was lower than the previous years total income of Rs. 505.51 lakhs, for the reasons stated above. The Company has since undertaken manufacturing for third parties on a job-work basis and is able to recover variable costs and part of fixed costs.

4. CLAIMS AGAINST THE C OMPANY:

EARC has claimed that it is an assignee of debt recoverable by certain banks from the Company, and the Company has a counter claim against the claimants for the losses caused by them to the Company which are pending adjudication before the Honble debt Recovery Tribunal.

The actions of the Banks and EARC, amongst others, for recovery from the Company and the petitions filed by them to initiate insolvency against the Company, though disputed by the Company, amongst other, for reasons of being barred by limitation, the Company had without prejudice to its rights in the matter and without acknowledging its liability, had initiated discussions with claimants to settle the disputes, which had failed.

The Financial Commissioner of the State of Punjab had determined that the Agreements for Assignment of debt by certain lenders to the Company in favour of EARC are insufficiently stamped, and therefore, defective. A demand of Rs. 4.46 crores (interest and penalty not applied as yet) was raised against EARC.

A writ petition filed by EARC before the Honble Punjab and Haryana High Court at Chandigarh against the proceedings initiated by the Financial Commissioner was allowed.

The State of Punjab and the Company have filed Letters Patent Appeal (LPA) against the order of the Single Judge Bench of the Honble Punjab and Haryana High Court, which is being heard.

EARC acting in the matter as assignee of debt by certain banks in case wherein the State of Punjab has held stamp duty to have been unpaid, had Petitioned the Honble NCLT to initiate insolvency proceedings against the Company, which was dismissed by the Honble NCLT vide its order dated 17th March 2020 as the assignment deed was held as unenforceable.

In an appeal filed by EARC against the order of the Honble NCLT, the Honble NCLAT vide order dated 21 Jul 2022 has set aside the order of the Honble NCLT and remanded the matter to the Honble NCLT for rehearing and without touching the merits of the case and permitting the parties to take all arguments before the Honble NCLT. The Honble NCLT vide its Order dated 22nd December 2023, appointed Mr. Sanjay Gupta as an Interim Resolution Professional (IRP), who took over control of management and affairs of the Company. The NCLT, Chandigarh Bench, vide its Order dated 14.03.2024, appointed M/s. ARCK Resolution Professionals LLP having IBBI Registration No. IBBI/IPE-0030/IPA-1/2022-23/50013, as the Resolution Professional to conduct CIRP of the Company, and the powers of the Board of Directors of the Company, earlier suspended on commencement of CIRP, are now vested with the RP. In the event of a Resolution Plan, if one is received and is found compliant with the laws, is approved by the Committee of Creditors and the Authorities, the insolvency of the Company may stand resolved, which resolution may also include reliefs, concessions and waivers from creditors of the Company, and the Company will remain a Going Concern; failure of the aforementioned resolution process will lead to liquidation of the Company.

The resolution of disputes was initiated by the Company without prejudice to its rights in the matter, and though the Company did not consider itself liable to the claimants, the financial statements of the Company have been prepared on ‘Going Concern basis.

5. TRADING OF EQUITY SHARES OF THE COMPANY:

The equity shares of the Company are traded on BSE Limited (under Scrip Code 514348) and National Stock Exchange of India Limited (under Symbol ‘WINSOME). Further, trading in the Equity Shares was not suspended on the Stock Exchanges during the financial year under review. The Company has paid the requisite Annual Listing Fees for the year 2026-27 to BSE Limited.

The trading of Equity Shares of the Company was suspended after period under review pursuant to approval of resolution plan.

6. SUBSIDIARY COMPANIES/ JOINT VENTURES/ ASSOCIATES:

There are no Subsidiary Companies/ Joint Ventures/ Associates of the Company during period under review.

7. DIVIDEND:

During the year under review, your Board does not recommend any dividend and wishes to plough back the profits. Further, as per Regulation 43A of the listing regulations, the requirement to formulate a Dividend Distribution Policy applies to the top 1,000 listed entities based on market capitalization. As our company does not fall within this threshold, the formulation and disclosure of a Dividend Distribution Policy do not apply to us.

8. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

The Company has not transferred any amount to the reserve and surplus.

9. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND PROTECTION FUND:

The Ministry of Corporate Affairs under Sections 124 and 125 of the Companies Act, 2013 requires dividends that are not encashed/ claimed by the shareholders for a period of seven consecutive years, to be transferred to the Investor Education and Protection Fund (IEPF). In FY 2025-26, there was no amount due for transfer to IEPF.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review detailing economic scenario and outlook, as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 ("SEBI LODR Regulations") is presented in a separate section as ANNEXURE G and forms an integral part of this Report.

11. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is not required to undertake any activities under the CSR as per section 135 of the Companies Act, 2013 as it does not meet applicable criteria as defined in section 135(1) of the Act and hence there is no CSR Committee constituted.

12. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

The Company does not fall under Regulation 34(2)(f) of the SEBI (LODR), Regulations, 2015, hence there is no need to annex the Business Responsibility and Sustainability Report to the Annual Report.

13. COMPLIANCE OF SECRETARIAL STANDARD

The Company has complied with the Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government as required under Section 118(10) of the Companies Act, 2013.

14. SHARE CAPITAL:

During the financial year 2025-26, there was no change in the Share Capital of the Company.

The Authorized Share Capital of the Company as on March 31, 2026, is Rs. 85,00,00,000/- divided into 8,50,00,000 equity shares of Rs. 10/-

The Paid-up Share Capital of the Company as on March 31, 2026, is Rs 70,70,72,290 divided into 7,07,07,229 Equity shares of Rs. 10/-.

Changes in Share Capital after period under review:

1. Issuance of 25,00,000 Equity Shares at a face value of Rs. 10/- per shares (Rupees Ten Only) which shall rank paripassu basis in all respects with the existing equity shares to the below-mentioned prospective promoters of the Company, in accordance with the NCLT Order:

Prospective Promoter	Total no. of Equity Shares		Shareholding Percentage (%)
	Pre-Preferential shareholding	Post-Preferentia shareholding	Pre-Preferential shareholding	Post-Preferentia shareholding
1 Dhananya Capital Private Limited	Nil	25,00,000	Nil	95%

2. To give effect to the reduction, cancellation and issue of equity shares to the existing shareholders whose names appears as on the record date fixed by the Company (i.e. July 31,2026), pursuant to above referred Resolution Plan as approved by Honble NCLT order dated April 16, 2026, in the following manner:

a) Erstwhile Promoters shareholding: Post reduction, Equity Shares of Erstwhile Promoters shall be reduced from 2,73,39,609 to 0 shares.

b) Existing Public shareholding: Post reduction, Equity Shares of public shall be reduced from 4,33,67,620 to 1,31,579 shares.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

1. Composition of Directors:

Name	Designation	DIN	Date of Appointment	Date of Cessation
1 Rajiv Chadha	Non- executive and Independent Director	08793211	14/07/2020	06/01/2026
2 Pankaj Mahajan	Non- executive and Independent Director	06994712	22/05/2023	06/01/2026
3 Manish Bagrodia	Managing Director	00046944	19/07/1990	10/07/2026

However, on appointment of the Interim Resolution Professional ("IRP") to manage the affairs of the Company and Resolution Professional ("RP") by the committee of creditors ("CoC"), the powers of the Board of Directors of the Company were suspended.

2. Key Managerial Personnel:

Name	Designation	Date of Appointment	Date of Cessation
Manish Bagrodia	Managing Director	19/07/1990	10/07/2026
Sanjay Sharma	CFO	14/07/2020	-
Neha Singhal	CS	27/06/2021	22/12/2023

However, on appointment of the Interim Resolution Professional ("IRP") to manage the affairs of the Company and Resolution Professional ("RP") by the committee of creditors ("CoC"), the powers of the Board of Directors of the Company were suspended.

3. Changes in Directors and KMPs:

The Board of Directors of the Company is duly constituted with a proper balance of Executive Directors, Non- Executive Directors, and Independent Directors. All changes in the composition of the Board during the period under review were carried out in compliance with the provisions of the Companies Act, 2013.

During the period under review, and as of the date of this report, the following changes occurred in the composition of the Board of Directors:

During the period under review, the following changes in Directors occurred:

Name of Director	Designation	Date of Change	Reason for change
1. Mr. Rajiv Chadha	Non-executive and Independent Director	06/01/2026	Cessation
2. Mr. Pankaj Mahajan	Non-executive and Independent Director	06/01/2026	Cessation

Further, the following changes occurred after period under review:

Name of Director	Designation	Date of Change	Reason for change
1. Mr. Manish Bagrodia	Managing Director	10/07/2026	Vacation of Office pursuant to approval of Resolution Plan dated April 16, 2026
2. Mr. Vipan Kumar	Additional Director	23/06/2026	Appointment
3 Mr. Avnish Sarvapriya Bansal	Additional Director and Chairperson	23/06/2026	Appointment
4. Ms. Parul Bansal	Additional Director	23/06/2026	Appointment
5. Mr. Mahesh Fogla	Additional Director	23/06/2026	Appointment
6. Mr. Sanjeev Nahar	Additional Director	23/06/2026	Appointment
7. Mr. Bibhudutta Satpathy	Additional Director	23/06/2026	Appointment
Ms. Riya Pawar 8.	Company Secretary & Compliance Officer	18/07/2026	Appointment

16. DECLARATION/ DISCLOSURES BY DIRECTORS:

The Directors have made the requisite declaration/ disclosures under the provisions of Companies Act, 2013 and under the regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. None of the Directors are disqualified under the provisions of Section 164(2) of the Companies Act, 2013.

However, disclosures as required under Companies Act, 2013 received from Directors who are appointed after period under review.

17. PERFORMANCE EVALUATION OF BOARD:

The powers of the Board of Directors of the Company were suspended due to admission of the Company for Insolvency Resolution Process by the Honble NCLT, Chandigarh bench. Hence no Board Evaluation was carried out.

18. NO. OF BOARD MEETINGS:

Since the powers of the Board of Directors remained suspended throughout FY 2025-26 and were exercised by the Resolution Professional, no meetings of the Board of Directors were held during the financial year 2025-26.

19. CREDITORS MEETING:

Meetings of the Committee of Creditors (CoC) were held during the course of FY 2025-26, at which matters relevant to the CIRP proceedings, including the status of the Resolution Plan pending before the Honble NCLT, were placed before the CoC.

20. INDEPENDENT DIRECTORS DECLARATION:

The Company has not received declarations from all independent directors of the Company confirming that they continue to meet the criteria of independence, as prescribed under Section 149 of the Companies Act, 2013, rules made there under and SEBI LODR Regulations since the powers of the Board of Directors of the Company were suspended due to admission of the Company for Insolvency Resolution Process by the Honble NCLT, Hyderabad bench.

However, the Company received all declarations as required under Companies Act, 2013 from Directors appointed after period under review.

21. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

During the period under review, the powers of the Board of Directors of the Company were suspended due to admission of the Company for Insolvency Resolution Process by the Honble NCLT, Chandigarh bench. Hence no familiarization programmes were conducted.

22. AUDITORS:

Statutory Auditors:

Pursuant to Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company in its 33rd Annual General Meeting held on 29th September, 2023 approved the reappointment of M/s. Dhana and Associates (Formerly known as M/s. Khandelia and Sharma), Chartered Accountants (Firm Registration Number: 510525C) as the Statutory Auditors of the Company for a further period of five consecutive years (second term) from the conclusion of 33rd Annual General Meeting till the conclusion of 3 8th Annual General Meeting of the Company.

Secretarial Auditors:

The Committee of Creditors had approved the appointment of M/s Girish Madan and Associates, Practising Company Secretaries (C.P. No. 3577), as Secretarial Auditor of the Company for a period of five years, to conduct the Secretarial Audit for the financial years 2025-26 to 2029-30, subject to the approval of Members. The Secretarial Audit Report (Form MR-3) for FY 2025-26 is annexed to this Report as ANNEXURE A. Further, certificate of disqualification of Directors is annexed in this Report as ANNEXURE C.

Internal Auditors:

The Board of Directors has appointed M/s Ashok Chhajed & Associates, Chartered Accountants, as an Internal Auditors of the Company for the financial year 2026-27.

23. AUDITORS REPORT:

M/s Dhana & Associates, Statutory Auditors, have issued a qualified opinion on the Standalone Financial Statements of the Company for FY 2025-26. The Boards explanation on the qualifications is set out under "Boards Explanation on Audit Qualifications" in this Report, and the Statement of Impact of Audit Qualifications is annexed to the financial results/this Annual Report.

24. THE EXPLANATION/ COMMENTS OF THE BOARD ON QUALIFICATION/ RESERVATION OR ADVERSE REMARKS GIVEN BY AUDITORS IN ITS REPORT FOR THE FINANCIAL YEAR 2025-26:

The Boards explanation on the qualifications contained in the Auditors Report for FY 2025-26 is set out as follows:

Boards Explanation on Statutory Auditors Qualifications (Section 134(3)(f), Companies Act, 2013)

(a) Details of Audit qualification	Reference is invited to Para (4) of Independent Auditors Report on Standalone audited financial results:
	a. In view of accumulated losses of the company as at the end of March 31, 2026, the net worth of the company as at that date being negative, continuous losses, negative cash flows and due to financial constraints, resignation of KMP and non-deposit of statutory dues on time, material uncertainty exists about the company ability to continue as going concern. The decision of management and RP of the company to prepare the accounts of the company on going concern basis for the reason mentioned in standalone financial result note no 4 there would arise a need to adjust the realizable value of assets and liabilities in the event of failure of assumptions as to going concern, and in the absence of impact of aforesaid assumptions having been un-ascertained, we are unable to comment thereon.
	b. Non-provisioning of interest expenses, of Rs 30,790.32 Lakhs on borrowings for the year ended on March 31,2026 (Rs 26,433.97 lakhs for the year ended on March 31,2025) and Rs 1,84,075.64 Lakhs being aggregate amount of interest un-provided till the year ended March 31, 2026 (Rs 1,53285.32 Lakhs till the year ended March 31, 2025), and further amount towards penal interest, penalty, etc. as may be charged by the lenders. (In the absence of statement of account, the above amount has been arrived at as per estimates of the Company, and the aggregate un-provided amount in books of account of the Company is not ascertainable with accuracy). b) Non-provisioning against long outstanding receivables of Rs. 120.16 Lakhs which is overdue for more than 365 days. Further Re-instatement of few debtors, advance from customers, creditors for export, etc. on exchange fluctuation is not recognized in line with Ind AS - 21 "The Effects of changes in Foreign Exchange Rates" the effect of which we are unable to comment.
	c. The Internal Control Systems need to be further strengthened in order that they are commensurate with the size of the Company and the nature of its business, more particularly in areas of, purchases and consumption of materials, charging of expenses, set-off of balances, and invoicing of sale of goods and services.
	d. As per the information given to us, the carrying value of investments have not been marked to realizable value, which if accounted would result in Investments reducing by Rs. 2568.41 Lakhs and Loss of the year ended 31.03.2026 increasing by Rs. 2568.41 Lakhs.
	e. Confirmation of balances and reconciliation thereof with respective parties are pending, which include balances pertaining to, accounts receivable and accounts payable, bank balances (including FDR), other current and non-current assets, advance for leasing, security deposit, secured loans, other liabilities, provisions, and contingent liabilities. All balances and disclosures have been certified by the management of the Company. In the absence of the Company having aforementioned details and confirmations, the impact thereof is unascertainable, and therefore, not being commented. Further strengthening of internal controls by the Company will provide greater reliability.
	f. As per the information given to us, In reference to note no. 13 of financial Statements, we draw attention to the users of the financial statement for the year ended on 31st March, 2025. Fixed Deposit with Canara Bank Amount of Rs 30.66 lakhs had been made for Margin Money for issuing Bank Guarantee, which was adjusted against the dues of working capital outstanding at the time of Account becoming NPA, has not been accounted for as it will change note in Financials of the borrowing amount as per books. We are unable to comment upon possible impact in the standalone financial statements for the year 31st March, 2025.
Type of Audit Qualification	Qualified Opinion
(c) Frequency of Qualification	(i) In case of point no (i), (iv) and (v) - Appeared since F.Y. 2014-15
	(ii) In case of point no (ii) - Appeared since F.Y. 2013-14 (However, there is change in amount)
	(iii) In case of point no (iii) - Appeared since F.Y. 2013-14
	(iv) In case of point no (vi) - Appeared since F.Y. 2023-24
(d) For Audit Qualification(s) where the impact is quantified by the Auditor, Management views	With regard to Auditors Qualification No. (i)(ii), (iii), (iv),(v) and (vi) :-
	• The management has prepared its Financial Statement on a going concern basis- Refer Note No.4 of Results
	b) Regarding non-provision of interest expenses, penal interest, penalty, etc. in respect of borrowings of the Company from banks - As stated in Note No. 3.15 of the Audited Financial Statement, The operating losses suffered by the Company for reasons beyond control of the Company, including due to non- performance of commitments and obligations by the lenders of the Company, consequently led to financial stress being faced by the Company. The unilateral recall of borrowings by the lenders and followed by lock downs to contain the spread of pandemic of Covid-19, resulted in an alleged claim of an unpaid principal and overdue interest .
	Provision for upto date interest,has not been made in the books of account, and disputing the liability of the Company in its borrowings, it had filed a counter claim against the lenders, which is for an amount larger than the amount claimed by the lenders and the matter is pending adjudication before the Honble Debt Recovery Tribunal, Chandigarh.
	The Company will account the effects of payment of restructured liabilities on approval of resolution plan or otherwise on failure of insolvency proceedings and during liquidation of the Company.
	(iii) Regarding further strengthening the system of internal controls - Necessary steps have been initiated by the Company to further strengthen the system of internal controls w.r.t. purchases and consumption of inventory, booking of expenses, set off of balances, for the sale of goods and services, etc.
	(iv) Regarding non provision of dimunition in carrying value of investment : Company response : The changes in value of investments will be accounted for after reconciliation.
	e. The balances of certain Trade Receivables , Bank Balances including other bank balances, Investments,Trade Payables , Secured Borrowings, Other Financial Liabilities and Financial Assets including other current assets are subject to reconciliation. Contingent liabilities (read with note no. 3.1) are as as certified by the management. Further, necessary steps have been initiated to further strengthen system of internal controls in this regard.
	f. This Fixed Deposit had been made for Margin Money for issuing Bank Guarantee, Which was adjusted against the dues of working capital outstanding at the time of Account becoming NPA, has not been accounted for as it will change note in Financials of the borrowing amount as per books.The above amount is not recoverable .
(iii) Auditors comments on (i) or (ii) above	Refer details of audit qualification [para II(a) above]

The Emphasis of Matter items (Edelweiss advance/loan status, pending statutory demands, and Resolution Plan implementation) are noted; auditors opinion is unmodified on these and they continue to be monitored. The Statement of Impact of Audit Qualification makes an integral part of this Annual Report as ANNEXURE K.

Management Comments on Secretarial Audit Report (MR-3), FY 2025-26

1. Disclaimer (CoC/RP minutes not shared): Decisions taken per IBC in stakeholders interest; no known adverse compliance impact.

2. Qualifications mirroring Statutory Auditor: As per managements response to the Statutory Auditors Report above.

3. AGM delay (due 30.09.2025, held 30.12.2025, adjourned 06.01.2026): Due to CIRP-related delay in finalising accounts; Form GNL-1 filed for extension.

4. No Board/Committee meetings held: Boards (and Committees) powers stood suspended under Sections 17/25 IBC during the year.

5. CS post vacant since 22.12.2023: Arose on CIRP commencement; to be filled by incoming management.

6. Late filing of financial results / NSE-BSE fines (Reg. 33): Due to CIRP-related delay in accounts finalisation; being regularised going forward.

7. Delay in statutory dues (PF, ESI): Due to financial constraints during CIRP; regularisation underway.

8. RPs filing of Annual Return/Financials via Form GNL-2: Procedural filing per applicable MCA circulars for CIRP companies; not a non-compliance.

25. COST AUDITORS:

As per Section 148 of the Companies Act, 2013, the Company is not required to have the audit of its cost records conducted by a Cost Accountant in practice.

26. PUBLIC DEPOSIT:

During the year, the Company has not accepted any deposits from the public and as such. There are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

27. SHARE REGISTRATION ACTIVITY:

The Company has appointed "LINK INTIME INDIA PRIVATE LIMITED" now (MUFG INTIME INDIA PRIVATE LIMITED) a category-I Registrar and Share Transfer Agent registered with Securities and Exchange Board of India (SEBI) to handle the work related to Share Registry.

28. UNCLAIMED SECURITIES DEMAT SUSPENSE ACCOUNT:

There were no unclaimed securities to be kept in the demat suspense account.

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees given, security provided and investments made during the year as per Section 186 of the Companies Act, 2013 form part of the notes and schedules of the Financial Statements provided in this Annual Report.

30. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, the Board of Directors/Resolution Professional (as applicable, having regard to the suspension of Board powers during the greater part of the period covered by this Statement) state that, to the best of their knowledge and belief, in relation to the annual accounts for the financial year ended March 31,2026:

c) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

d) the directors/resolution professional had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

e) the directors/resolution professional had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

f) the directors/resolution professional had prepared the annual accounts on a going concern basis;

g) the directors/resolution professional had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

h) the directors/resolution professional had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

31. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT

Pursuant to Section 134(3)(l) of the Act, the following material changes and commitments affecting the financial position of the Company have occurred between April 1, 2026 and the date of this Report. Save as stated below, no other material change or commitment has been identified from the documents made available to the drafting team; none has been assumed or added beyond what is so supported.

A. Approval of the Resolution Plan by the Honble NCLT (April 16, 2026)

Date of NCLT approval: April 16, 2026 ("NCLT Approval Date").

Status of CIRP: The CIRP of the Company, initiated on December 22, 2023, stands concluded upon approval of the Resolution Plan by the Honble NCLT. Implementation of the approved Resolution Plan is presently in progress.

Resolution Applicant: Mohini Health & Hygiene Limited ("MHHL"/the "Successful Resolution Applicant"/"SRA"), whose Resolution Plan was approved by the CoC on November 12, 2024 and by the NCLT on April 16, 2026.

Value of the Resolution Plan: Rs. 162.90 crore, as stated in the Companys financial statements/Auditors Reports for FY 2025-26.

Relevant provisions/effect of the approved Resolution Plan: The approved Resolution Plan provides for resolution of the claims and liabilities of the Company in accordance with its terms, and for the infusion of funds for revival of the Companys operations, over the period specified therein. Pursuant to the approval of the Resolution Plan, the NCLT has, inter alia, directed that the crystallised and unclaimed liabilities of the Company, as on the date of the order, shall stand extinguished in accordance with the terms of the Resolution Plan and the NCLT order. The moratorium under Section 14 of the IBC ceased to have effect from the NCLT Approval Date.

Change in management/control: Pursuant to the approved Resolution Plan, the affairs of the Company are presently managed by a Monitoring Committee, comprising representatives of the CoC and the SRA, chaired by an Insolvency Professional (M/s ARCK Resolution Professionals LLP, acting as Monitoring Professional), pending the "Transfer Date" as defined in the Resolution Plan. Thereafter, the Monitoring Committee appointed Board of Directors w.e.f. June 23, 2026.

Implementation mechanism/role of Resolution Professional/Monitoring Committee: Implementation is being undertaken under the supervision of the Monitoring Committee (CoC and SRA representatives, chaired by an Insolvency Professional), with M/s ARCK Resolution Professionals LLP acting as Monitoring Professional.

B. Appointment/Reconstitution of the Board of Directors (June 23, 2026)

The Monitoring Committee, at its meeting held on June 23, 2026, reconstituted the Board of Directors of the Company by appointing Six (6) Additional Directors, with effect from June 23, 2026:

Name of Director	DIN	Designation
Mr. Vipan Kumar	11551026	Additional Executive Director
Mr. Avnish Sarvapriya Bansal	02666814	Additional Non-Executive & Chairperson
Mrs. Parul Bansal	06856466	Additional Woman Non-Executive Director
Mr. Mahesh Fogla	05157688	Additional Non-Executive Independent
Mr. Sanjeev Nahar	07711548	Additional Non-Executive Independent
Mr. Bibhudutta Satpathy	06693401	Additional Non-Executive Independent

Particulars of each of the above Directors are set out under "Directors and Key Managerial Personnel" above. Shareholding in the Company as on date is Nil for each;

Mr. Vipan Kumar was subsequently re-designated as Managing Director of the Company for a period of 5 (Five) years with effect from August 29, 2026, subject to the approval of Members at the ensuing Annual General Meeting.

32. CORPORATE GOVERNANCE:

A separate report on Corporate Governance is enclosed as a part of this Annual Report as ANNEXURE ‘F. The certificates from the Secretarial Auditor of the Company regarding compliance with Corporate Governance norms stipulated under the regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are annexed to the Report on Corporate Governance.

Further, Certificate on Corporate Governance Report by Auditor is annexed in Annual Report as ANNEXURE B.

33. AUDIT COMMITTEE:

After the Commencement of CIRP (w.e.f. 22.12.2023), the role and responsibilities of the Board of Directors are being fulfilled by the Resolution Professional in accordance with sections 17 and 23 of IBC Code and powers of the Board of Directors are suspended. Hence, no meetings of the Audit Committee were held during the financial year 2025-26. The details regarding the composition, attendance of Audit Committee are provided in the "Corporate Governance Report".

The Audit Committee of the Company has been constituted w.e.f. July 16, 2026 and the details regarding the same are provided in "Corporate Governance Report".

34. NOMINATION AND REMUNERATION COMMITTEE:

Since the powers of the Board of Directors remained suspended throughout FY 2025-26 and were exercised by the Resolution Professional under Sections 17 and 23 of the Code, no meetings of the Nomination & Remuneration Committee were held during the year. Details regarding composition and attendance are provided in the "Corporate Governance Report".

The Nomination and Remuneration Committee of the Company has been constituted w.e.f. July 16, 2026 and the details regarding the same are provided in "Corporate Governance Report".

The Committee formulated Remuneration Policy which is attached as ANNEXURE ‘D and forms a part of this Report of the Directors.

35. STAKEHOLDERS RELATIONSHIP COMMITTEE:

Since the powers of the Board of Directors remained suspended throughout FY 2025-26 and were exercised by the Resolution Professional under Sections 17 and 23 of the Code, no meetings of the Stakeholders Relationship Committee were held during the year. Details regarding composition and attendance are provided in the "Corporate Governance Report".

The Stakeholders Relationship Committee of the Company has been constituted w.e.f. July 16, 2026 and the details regarding the same are provided in "Corporate Governance Report".

36. RISK MANAGEMENT COMMITTEE:

Since the powers of the Board of Directors remained suspended throughout FY 2025-26 and were exercised by the Resolution Professional under Sections 17 and 23 of the Code, no meetings of the Risk Management Committee were held during the year. Details regarding composition and attendance are provided in the "Corporate Governance Report".

The Risk Management Committee of the Company has been constituted w.e.f. July 16, 2026 and the details regarding the same are provided in "Corporate Governance Report".

37. SEXUAL HARASSMENT COMMITTEE:

The Company had, in compliance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, constituted Internal Complaints Committees at all its workplaces.

The manufacturing operations at the Companys Derabassi (Punjab) plant and at the Winsome Knitwear unit, Mohali, remain fully suspended. While the Micro Hydel Power Projects at Ludhiana continue to operate, they are functioning below capacity. As a result of the suspension of operations and the ongoing CIRP, the workmen and a majority of the employees have separated from the Company, and as on the date of this Report there is no woman employee or worker on the rolls of the Company. In view of the above, reconstitution of the Internal Complaints Committee was not considered necessary during the year under review. The Committee will be reconstituted as and when the Company resumes operations and employs women at its workplaces.

The status of complaints received during the financial year 2025-26 is as under:

Particulars	No. of complaints
Complaints pending at the beginning of the year	Nil
Complaints received during the year	Nil
Complaints disposed of during the year	Nil
Complaints pending at the end of the year	Nil

38. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Pursuant to the provision of section 177(9) of the Companies Act, 2013, and as required under the provisions of regulations of the SEBI (LODR), Regulation, 2015, the Company has adopted the ‘Whistle Blower Policy‘ and authorized to the Audit Committee of the Board to look after all the matters relating to Whistle Blower Policy and to submit its report to Board at regular intervals, on the receipt of any concerned matter, for any appropriate action. The details of the vigil mechanism Policy/ Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company. It can be accessed on www.winsomeyarns.com.

39. MEETING OF SHAREHOLDERS:

During the year under review, the following General Meeting were held, the details of which are given as under:

Type of Meeting/ Postal Ballot	Date of General Meeting/ Postal Ballot	Whether attended by all Directors
1. Annual General Meeting	January 06, 2026	Yes

41. RELATED PARTY TRANSACTIONS:

All transactions entered into with related parties as defined under the Companies Act, 2013, and under the regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the financial year were in the ordinary course of business and on an arms length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant related party transactions with the Companys Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. There were no material contract or arrangement or transactions with Related Party during the year. Thus, disclosure in form AOC-2 is not required. Suitable disclosure as required by the Accounting Standard has been made in the notes to the Financial Statements.

None of the Directors have had any pecuniary relationship or transactions with the Company.

Members attention is drawn to the fact that, after the end of FY 2025-26, the Board of Directors, at its meeting held on August 29, 2026, approved (i) an office or place of profit arrangement with Mrs. Pooja Garg, a relative of the Managing Director, and (ii) omnibus approval for related party transactions with Dhananya Capital Private Limited, Mohini Health & Hygiene Limited, and Zenith Infra LLP for FY 2026-27. These are prospective arrangements for FY 2026-27 and do not affect the AOC-2 position for FY 2025-26 stated above; they are separately disclosed under "Material Changes and Commitments Occurring After the End of the Financial Year" above.

42. LISTING OF SHARES:

The Equity Shares of your Company are listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

43. SIGNIFICANT AND MATERIAL ORDER:

The significant and material orders relevant to the Company during and after FY 2025-26 are the orders of the Honble NCLT relating to the CIRP of the Company, as more particularly described under "Status of Corporate Insolvency Resolution Process" and "Material Changes and Commitments Occurring After the End of the Financial Year" above.

44. INTERNAL FINANCIAL CONTROLS:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations under the supervision of Resolution Professional. Various Audit Systems in the Company monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the audit reports, Company undertakes corrective actions in respective areas and strengthens the control. Significant audit observations and corrective actions thereon are presented to the Resolution Professional periodically. The Resolution Professional of the Company have adopted various policies like Related Party Transactions policy, Whistle Blower Policy and such other procedures for ensuring the orderly and efficient conduct of its business for safeguarding its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The details in respect of internal financial control and their adequacy are included in the management discussion & analysis, which forms part of this report.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014, is annexed as ANNEXURE ‘E.

ENERGY SAVING INITIATIVES:

The Company is continually making its best efforts to save the energy consumption.

Mini Hydro Power Projects

There are five mini hydro power projects of the Company situated at Sidhwan Canal, Distt. Ludhiana, Punjab. The details of the same are as under:

Site Name in State of Punjab	Date of Commissioning	Installed Generated Capacity
Barewal	Commissioned on 12th June, 2010	900 KW
Bharowal	Commissioned on 12th January, 2013	750 KW
Isewal	Commissioned on 15th July, 2011	900 KW
Mansian	Commissioned on 22nd Sep., 2010	500 KW
Raowal	Commissioned on 29th August, 2011	850 KW

46. ENVIRONMENT AND POLLUTION CONTROL:

Top priority continues to be given to preservation of the environment by all the units of the Company. To combat pollution and strengthen the area ecology, considerable emphasis is placed on plantation of fragrant and shady trees. We are cautious of preserving water through recycling and rainwater harvesting to the extent possible. All manufacturing facilities possess the required environmental clearance from the respective Pollution Control Boards and do comply with the relevant legislation.

The Company is well aware of its responsibility towards a better and clean environment. Our efforts in environment management go well beyond mere compliance with statutory requirements. The Company has always maintained harmony with nature by adopting eco-friendly technologies and upgrading the same from time to time incidental to its growth programs.

47. PARTICULARS OF EMPLOYEES:

The prescribed particulars of employees required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as ANNEXURE ‘J and forms a part of this Report of the Directors.

48. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 for FY 2025-26 shall be made available on the Companys website at www.winsomeyarns.com upon its filing.

49. WEBSITE:

Pursuant to the provisions of Regulation 46 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is maintaining a website i.e. www.winsomeyarns.com.

50. RISK ASSESSMENT AND MANAGEMENT:

Your Company has a Risk Management Policy to identify, evaluate risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage. This framework is intended to assist in decision making process that will minimize potential losses, improve the management in the phase of uncertainty and the approach to new opportunities, thereby helping the Company to achieve its objectives.

Your Company has been on a continuous basis reviewing and streamlining its various operational and business risks involved in its business as part of its risk management policy. Your Company also takes all efforts to train its employees from time to time to handle and minimize these risks.

51. STATEMENT ON MATERNITY BENEFIT COMPLIANCE:

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to- work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation

52. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES ACT 2013:

The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2026 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the softwares.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is applicable for the financial year ended March 31,2026.

53. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES 2014 - RULE 9 OF THE COMPANIES ACT 2013:

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is essential for the company to designate a responsible individual for ensuring compliance with statutory obligations.

The company has proposed and appointed a Designated person in a Board meeting, and the same has been reported in the Annual Return of the company.

54. HUMAN RESOURCES AND INDUSTRIAL RELATION:

Your Company considers people as its biggest assets and ‘Believing in People is at the heart of its human resource strategy. It has put concerted efforts in talent management and succession planning practices, strong performance management and learning and training initiatives to ensure that your Company consistently develops inspiring, strong and credible leadership.

Your Company has established an organization structure that is agile and focused on delivering business results. With regular communication and sustained efforts, it is ensuring that employees are aligned on common objectives and have the right information on business evolution. Your Company strongly believes in fostering a culture of trust and mutual respect in all its employees seek to ensure that business world values and principles are understood by all and are the reference point in all people matters.

Disclosures pertaining to remuneration and other details are required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is forming part of the Directors Report for the year ended March 31, 2026 and is annexed to this Report and marked as ANNEXURE- J

The current workforce breakdown structure has a good mix of employees at all levels. Your Board confirms that the remuneration is as per the remuneration policy of the Company.

55. GENDER-WISE COMPOSITION OF EMPLOYEES:

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as of March 31,2026

Male Employees: 7

Female Employees: 0

Transgender Employees:0

This disclosure reinforces the Companys efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

56. CASH FLOW ANALYSIS:

In conformity with the SEBI Listing Regulations, the Cash Flow Statement for FY 2025-26 is annexed with the financial statements. The Companys net cash flow from operating activities for FY 2025-26 was Rs. (143.70) lakhs, as compared to Rs. 1,875.58 lakhs for FY 2024-25; the net decrease in cash and cash equivalents for FY 2025-26 was Rs. (4.54) lakhs, as compared to a net increase of Rs. 1,959.93 lakhs for FY 2024-25, as per the Audited Standalone Cash Flow Statement.

57. PREVENTION OF INSIDER TRADING:

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has formulated and adopted the "Code of Conduct for Prevention of Insider Trading" ("the Insider Trading Code"). The object of the Insider Trading Code is to set framework, rules and procedures which all concerned persons should follow, while trading in listed or proposed to be listed securities of the Company. During the year, the Company has also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("the Code") in line with the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018.

The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees from trading in the shares of the company at the time when there is unpublished price sensitive information.

58. FRAUD REPORTING:

There have been no frauds reported by the Auditors of the Company to the Audit Committee or the Board of Directors under sub-section (12) of section 143 of the Companies Act, 2013 during the financial year.

59. INSURANCE:

The properties of the Company have been adequately insured against fire, flood, earthquake and explosive risks etc.

60. OTHER DISCLOSURES:

The following disclosures are not applicable to the company:

a) The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year.

b) The 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 along with the reasons thereof.

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

d) The Company has not issued any Sweat Equity Shares to its Directors or employees.

e) No Director of the Company is in receipt of any remuneration or commission from its subsidiaries.

f) There was no revision of financial statements

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

h) The Companys securities were not suspended.

61. CAUTIONARY STATEMENTS:

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis describing the Companys objectives, projections, estimates and expectations may constitute "forward looking statements" within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

62. ACKNOWLEDGEMENTS:

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

Registered Office: Basement, SCO 13-14-15	By order of the Board of Directors
Sector 34-A, Chandigarh - 160022	For Winsome Yarns Limited
Dated: 29.08.2026	Sd/-
	Vipan Kumar
	Additional Director
	DIN: 11551026
	Chandigarh
	Saturday, August 29, 2026
	Sd/-
	Avnish Bansal
	Additional Director
	DIN:02666814
	Chandigarh
	Saturday, August 29, 2026