The directors are pleased to present their 26^th Annual Report on the business and operations of the Company together with the audited financial statements for the financial year ended on 31^st March, 2023.

FINANCIAL RESULTS

The financial performance of the Company for the year ended 31^st March, 2023 is summarized as under:

STATE OF COMPANY’S AFFAIRS

The Revenue from its business and operations for the financial year ended 31^st March, 2023 is ^ 16910.01 Lacs as against ^ 14068.87/- Lacs in the previous financial year.

The Company has earned other income during the financial year of ^ 55.75/- Lacs as against ^ 22.90/-Lacs in the previous financial year and the Company has earned profit after tax of ^ 193.30/-Lacs as compared to profit after tax of ^ 683.32/- Lacs in the previous financial year.

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

DIVIDEND

With a view to conserve the profits, the Board of Directors decided not to recommend any dividend for the financial year 2022-23.

RESERVES

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

Total reserve and Surplus of the Company has been increased to ^ 2995.91 Lacs on March 31, 2023 from ^ 2808.30 Lacs on March 31, 2022.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

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

CREDIT RATING

As on the report date, CARE has assigned ratings with respect to the bank / credit facilities availed by the Company is as follows:

ANNUAL RETURN

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

SHARE CAPITAL OF THE COMPANY

During the period under review, the authorised share capital of the Company is divided into:

4- Equity Share 1,10,00,000 (One Crore Ten Lakh) of ^ 10 each 11,00,00,000 (Rupees Eleven Crore) 4- Preference Share 400,000 (Four Lakh only) of ^ 10 Each 40,00,000 (Rupees forty lakh only)

The paid-up Equity Share Capital as on March 31,2023 was 10,29,22,000/- (Rupees Ten Crore Twenty-Nine Lakh Twenty-Two Thousand Only) and in earlier years, the Company has forfeited the 3,92,000 (Three Lakh Ninety-Two Thousand) Equity Shares of ^ 5 /- which was not yet issued.

NUMBERS AND DATE OF MEETINGS

During the year under review, seven (07) Board Meetings were held on May 30, 2022, August 28, 2022, October 01, 2022, November 10, 2022, January 31, 2023, March 09, 2023 and March 22, 2023. The provisions of Companies Act, 2013 were adhered while considering the time gap between two such meetings.

The details of composition of the Board and the attendance record of the Directors at the Board Meetings and AGM held during the financial year ended on March 31, 2023 is as under:

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

As on March 31, 2023, the Board of Directors of the Company comprised of Five Directors, with Two Executive and Three Non-Executive Directors, which includes two Independent Directors.

The composition of the Board of Directors is as below:

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

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

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

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

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs, Manesar (‘IICA’).

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

KEY MANAGERIAL PERSONNEL:

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

*Subsequent to the cessation of Mr. Niti Rajan Bansal as Chief Financial Officer of the Company with effect from June 04, 2022, Mr. Rajinder Prashad Garg was appointed as Chief Financial Officer of the Company also designated as KMP with effect from August 24, 2022.

BOARD COMMITTES

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

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder Relationship Committee

4. Corporate Social Responsibility Committee

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

AUDIT COMMITTEE

The Audit Committee (‘AC’) of the Company had been constituted and functions in accordance with provisions of Section 177 of the Act and Listing Regulations. The Company Secretary is acting as the Secretary to the Audit Committee. All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

Some of the key functions and responsibilities of the AC is enumerated as below:

• Reviewing the procedures of financial reporting

• Review and monitor the auditor’s independence, performance and effectiveness of audit process

• Review the adequacy of internal audit function, coverage and frequency of internal audit, appointment, removal, performance and terms of remuneration of the Internal Auditor.

• Discuss with the internal auditor and senior management, significant internal audit findings and follow-up thereon.

• monitoring the end use of funds raised through public offers and related matted

• approval or any subsequent modification of transactions of the Company with related parties;

• valuation of undertakings or assets of the Company, wherever it is necessary;

• scrutiny of inter-corporate loans and investments;

During the period under review three (3) meetings were held on May 30, 2022, August 28, 2022 and November 10, 2022.

The details of composition of the Committee and the attendance record of the Directors at the AC Meetings held during the financial year ended on March 31, 2023 is as under:

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee (‘NRC’) of the Company had been constituted and functions in accordance with provisions of Section 178 of the Act and Listing Regulations. The Company Secretary is acting as the Secretary to the Nomination and Remuneration Committee.

Some of the key functions and responsibilities of the NRC is enumerated as below:

• Formulate criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a Policy relating to the remuneration for the directors, key managerial personnel (KMPs) and other employees;

• Formulation of criteria for evaluation of performance of independent directors and the board of directors;

• Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board of Directors their appointment and removal.

• Recommending to the Board whether to extend or continue the term of appointment of appointment of the independent director, on the basis of report of performance evaluation of independent directors.

• ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

• To develop a succession plan/policy for the Board and to regularly review the plan/policy

During the period under review two (2) meetings were held on May 30, 2022 and August 28, 2022.

The details of composition of the Committee and the attendance record of the Directors at the NRC

Meetings held during the financial year ended on March 31, 2023 is as under:

• Company’s policy relating to Director’s appointment, Payment of remuneration and Discharge of their duties:

The provisions of Section 178 of the Companies Act, 2013 relating to the Nomination and Remuneration Committee are applicable to our Company and hence the NRC Committee of the Company has devised policy relating to appointment of directors, payment of managerial remuneration, directors’ contribution, positive attributes, Independence of Directors and other related matters as provided under section 178(3) of Companies Act, 2013. The Policy may be accessed on the Company’s website at the web link: https://abcotspin.com/policies-and-code-of-conduct/.

STAKEHOLDER RELATIONSHIP COMMITTEE

In compliance of provisions of Section 178 of Companies Act, 2013 & Regulation 20 of the SEBI (LODR) Regulations, 2015, the Board has constituted Stakeholders’ Relationship Committee. The Stakeholders Relationship Committee is entrusted with the responsibility of addressing the shareholders’/ investors’ complaints with respect to share transfers, non-receipt of annual reports, dividend payments, issue of duplicate share certificates, transmission of shares and other shareholder related queries, complaints etc.

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

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

The details of composition of the Committee and the attendance record of the Directors at the SRC Meetings held during the financial year ended on March 31, 2023 is as under:

CORPORATE SOCIAL RESPONSIBILITY

The Company continues to believe in operating and growing its business in a socially responsible way. This belief forms the core of the CSR policy of the Company that drives it to focus on holistic development of its host community and immediate social and environmental surroundings qualitatively. Pursuant to the provisions of Section 135 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, Corporate Social Responsibility (CSR) committee was constituted by Board of Directors in their meeting held on 24^th August, 2022. The Board has formulated the CSR policy indicating the activities to be undertaken by the Company, which has been approved by the Board.

During the Financial Year 2022-23, your Company was required to spend ^ 10.60 Lacs towards CSR Activities in terms of the mandatory provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, and your Company has made the contribution of ^ 10.60 Lacs according to the provision of the Act.

The Annual Report on CSR activities indicating the program wise details is provided as Annexure A and forms part of this Report.

The details of composition of the Committee and the attendance record of the Directors at the CSR Meetings held during the financial year ended on March 31, 2023 is as under:

PERFORMANCE EVALUATION OF BOARD

Pursuant to the provisions of the Act and the Listing Regulations, a structured questionnaire was prepared after taking into consideration the various aspects of the Board’s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Directors was completed during the year under review. The Independent Directors of the Company have held one meeting during the year on March 28, 2023, without the presence of Non-Independent Directors and members of the management to review the performance of Non-Independent Directors and the Board of Directors as a whole. They also assessed the quality, content and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

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

AUDITORS AND AUDITOR’S REPORTA. STATUTORY AUDITOR

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

RESERVATION AND QUALIFICATION ON AUDITOR’S REMARKS

The Auditors Report read together with Annexures referred to in the Auditor’s Report as provided by the auditors are self-explanatory and does not contain any qualification reservation, adverse remark or disclaimers.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITOR

There are no frauds reported for the period under review by the Auditor’s under section 143(12) of the Companies Act, 2013 and hence, the said disclosure requirements are not applicable.

B. SECRETARIAL AUDITOR

In terms of Section 204 of the Act and Rules made thereunder, M/s DR Associates, Company Secretaries were appointed as Secretarial Auditors for the financial year 2022-23.

The Secretarial Audit Report for the financial year ended on March 31, 2023 is annexed herewith marked as Annexure B to this Report.

The said report is self-explanatory and does not contain any qualification, reservation, adverse remark or disclaimers.

C. COST AUDITOR

M/s Jain Sharma & Associates, Cost Accountants (FRN: 000270), were appointed as Cost Auditor of the Company by the Board of Directors in its meeting held on August 24, 2022 for the financial year 2022-23 as per provision of Section 148 of the Companies Act, 2013.

Further, the Board of Directors, based on the recommendation of the Audit Committee and pursuant to the provisions of Section 148 of the Act read with the Companies (Management and Remuneration Personnel) Rules, 2014, has re-appointed M/s Jain Sharma & Associates, Cost Accountants (FRN: 000270), as the Cost Auditors of your Company for the financial year 2023-24. The Cost Auditor conducts the Cost audit of the functions and operations of the Company and reports to the Audit Committee and Board from time to time.

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “Listing Regulations”) is provided in a separate section and forms an integral part of the Annual Report.

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

During the year under review, your Company has made Loans, given guarantees and made investments in compliance to the provisions of Section 186 of the Act and details of which are given in the Note no. 4 and 10 to the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The transactions during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed form AOC-2, appended as Annexure - C to the Board’s report.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large and hence there is no information to be provided as required under Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to provision of Section 134(5) of the Companies Act, 2013, the Board, to the best of the knowledge and based on the information and explanations received from your Company confirms that:

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

b) that they have selected such accounting policies as mentioned in the Notes to the financial statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual accounts have been prepared on a going concern basis;

e) that proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

INDUSTRIAL RELATIONS

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

COMPLIANCE WITH SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Companies Secretaries of India.

CORPORATE GOVERNANCE

As our Company has been listed on SME Emerge Platform of National Stock exchange Limited (NSE), by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C, D and E of Schedule V are not applicable to the Company.

Hence, Corporate Governance Report does not form a part of this Board Report.

MAINTENANCE OF COST RECORDS

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Statement pertaining to provision of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring the names of top ten employees in terms of remuneration drawn. It is also to be stated here that there was no employee during the year who were in receipt of remuneration mention in Rule 5 (2) (I), (II) and (III) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith as Annexure D.

INTERNAL FINANCIAL CONTROLS

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

The Company has in place adequate internal financial controls with reference to Financial Statements and such controls were operating effectively as at March 31, 2023. These controls have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls for ensuring reliability of financial reporting, monitoring of operations. During the year, such controls were tested and no reportable weaknesses in the design or operations were observed.

RISK MANAGEMENT

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

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

There is no Company which have become or ceased to be its subsidiary, joint venture or associate company during the year. At present there are no subsidiary, joint venture or associate companies.

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

Pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relevant disclosure is given below:

A. CONSERVATION OF ENERGY:

The Company is taking all possible measures to conserve the energy. The Company have set up a solar plant of 1.5 MW to reduce our dependency on conventional electricity energy resources.

B. TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT:

At your company, we prioritize the integration of cutting-edge technologies into our core operations. Recognizing the constantly evolving nature of technology, we ensure that our employees stay up-to-date with the latest working techniques and technologies. We achieve this through a range of initiatives, including workshops, group e-mails, and discussion sessions. By doing so, we aim to maximize the utilization of available resources and enhance operational efficiency across the organization.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the financial year, the Company has not earned any Foreign Exchange. However, the total Foreign Exchange outgo/earnings of the Company is as given below:

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

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

The Company has duly constituted the Internal Complaints Committee under the POSH to redress the complaints received regarding sexual harassment.

During the financial year ended 31st March, 2023, no case of sexual harassment and discriminatory employment complaints were reported.

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

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

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

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

VIGIL MECHANISM

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

In accordance with the provision of Section 177(9) of the Act, every Listed Company shall establish a vigil mechanism for directors and employees to report genuine concerns of unethical behaviour, actual or suspected fraud or violation of the codes of conduct.

Accordingly, the Company has framed the policy to align the same with the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (LODR) Regulations and may be accessed on the Company’s website at the weblink: https://abcotspin.com/poticies-and-code-of-conduct/. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee and affirms that no Director/employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

ENVIRONMENT, HEALTH AND SAFETY

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

OTHER STATUTORY DISCLOSURES

During the year under review:

1. No significant and material orders were passed by the Regulators/ Courts/ Tribunals which impact the going concern status and Company’s operations in future.

2. No equity shares were issued with differential rights as to dividend, voting or otherwise.

3. No Sweat Equity shares were issued.

4. Neither the Managing Director nor the Whole time Director of your Company received any remuneration or commission from any of its subsidiaries, as your Company doesn’t have any subsidiary Company as on March 31,2023.

5. No deposits have been accepted by the Company from the public. The Company had no outstanding, unpaid or unclaimed public deposits at the beginning and end of FY 2022-23.

6. No Change in nature of Business of Company.

7. No Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016.

8. Except as disclosed in this Report, there are no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

CAUTIONARY STATEMENT

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

ACKNOWLEDGMENT

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