Your Directors have pleasure in presenting the 31^st Directors’ Report on the Business and Operations of the
Company together with the Audited Financial Statements and the Auditors’ Report for the financial year ended
31^st March, 2025.

1. Financial Performance:

2. (A) State of Company affairs and review of operations:

During the year under review, total revenue of the Company was Rs. 252,842,882.03 as against Rs.
16,63,48,484.84 in the previous year. The Company was able to earn a profit after tax of Rs. 4,005,309.54 in
the current financial year as against a profit of Rs. 6,64,413.52 in the financial year 2023-24. Your Directors
are putting in their best efforts to improve the performance of the Company.

(B) Change in the nature of business:

There was no Changes in the nature of business of the Company during the current financial year.

(C) Share Capital

During the year under review, the Authorized Share Capital of the Company is INR 10,00,00,000 (Indian
Rupees Ten Crores Only) divided into 1,00,00,000 (1 Crores) Equity Shares of INR 10/- each

Further, the Paid-up Share Capital of the Company is INR 7,14,08,500 (Indian Rupees Seven Crore Fourteen
Lakhs Eight Thousand Five Hundred Only) divided into 71,40,850 (Seventy-One Lakh Forty Thousand Eight
Hundred Fifty) Equity Shares of INR 10/- each.

3. Deposits:

During the period under review, your Company has not accepted any deposits, falling within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

4. Dividend:

The Board of Directors has not recommended any dividend for the financial year ended on 31st March, 2025.
Since, the Board has considered it financially prudent in the long-term interest of the Company to re- invest the
profits into the business of the Company to build a strong reserve base and to grow the business of the Company.

5. Transfer of Unclaimed Dividend to Investor Education and Protection Fund (IEPF):

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared
and paid last year.

6. Amounts, if any, which it proposes to carry to any Reserves:

The Board of Directors have not proposed to transfer any amount to General Reserves of the Company.

7. Revision of Financial Statement, if any:

There is no revision in the Financial Statement for the Financial Year 2024-2025.

8. Directors & Key Managerial Personnel:

Board of Directors

Key Managerial Personnel

In terms of Section 203 of the Act, the following were designated as director or/and Key Managerial Personnel
of your Company by the Board during the year:

Mr. Divya Kapoor- Company Secretary and Compliance Officer*

Mr. Vijay Pal- Chief Financial Officer

Woman Director

In terms of the provisions of Section 149 of the Companies Act, 2013, a company shall have at least one-Woman
Director on the Board ofthe Company. The Company has appointed Ms. Shally Aggarwal, as a Woman Director
on the Board of the Company.

9. Number of Meetings of the Board of Directors

During the Financial Year under review, 09 (Nine) meetings of the Board of Directors were held. The dates on
which the said meetings were held:

1. 13^th May, 2024;

2. 12^th July, 2024;

3. 30^th July, 2024;

4. 7^th August, 2024;

5. 10^th September, 2024;

6. 16^th September, 2024;

7. 25^th October, 2024;

8. 28^th January, 2025;

9. 29^th March, 2025;

The intervening gap between the Meetings was within the period prescribed under the SEBI (LODR)
Regulations, 2015 and Companies Act, 2013.

10. Separate Meeting of Independent Directors.

Independent Directors of the Company held their Separate meeting under Regulation 25(3) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV of Companies Act, 2013 on
Thursday, 6^th March, 2025 at the registered office of the Company at Delhi Mile Stone, G.T. Road, 78 K.M,
Nh-44, Village Jhattipur, Post Box No.3 Post Office. Samalkha, Panipat, Haryana, 132103, to evaluate the
performances.

11. Material Changes and Commitments affecting Financial Position of the Company

During the period under review, there were no material changes occurred affecting the financial position of the
company.

12. Particulars of Loans, Guarantees or Investments made U/S 186 of the Companies Act, 2013:

The particulars of loans, guarantees and investment wherever required, have been disclosed in the financial
statement, which also form part of this report.

13. Internal Financial Control Systems and their adequacy: -

According to Section 134(5) (e) of the Companies Act, 2013, the term “Internal Financial Control (IFC)” means
the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its
business, including adherence to the company’s policies, safeguarding of its assets, prevention and detection of
frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable
financial information. The company has a well-placed, proper and adequate Internal Financial Control System
which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded
and reported correctly. To further strengthen the internal control process, the company has developed the very
comprehensive compliance management tool to drill down the responsibility of the compliance from the top
management to executive level.

The compliance relating to Internal Financial controls have been duly certified by the statutory auditors.

14. Corporate Social Responsibility (CSR):-

Pursuant to the provisions of Section 135 of the Companies Act, 2013, every company having Net Worth of
Rupees Five Hundred Crore or More, or Turnover of Rupees One Thousand Crore or More or a Net Profit of
Rupees Five Crore or More during any financial year shall constitute a Corporate Social Responsibility
Committee of the Board and shall formulate a Corporate Social Responsibility Policy. Therefore, Provisions of
Corporate Social Responsibility are not applicable on the Company and Company has not developed and
implemented any Corporate Social Responsibility Initiatives as provisions of Section 135(1) of the Companies
Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014.

15. Conservation of Energy, Technology Absorption And Foreign Exchange Earnings And Outgo:-

The particulars as prescribed under Sub-section (3) (m) of Section 134 of the companies act, 2013 read with
Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at “Annexure - I ”.

16. Declaration by an Independent Director(s) and Re-Appointment, if any:-

All Independent Directors of the Company have given declaration to the Company under Section 149(7)
read with Schedule IV of the Companies Act, 2013, that they meet the criteria of independence as provided
in the Sub-section 6 of Section 149 of the Act and also under the SEBI (Listing Obligation and Disclosure
Requirements) Regulation, 2015. In the opinion of the Board, the Independent Directors of the Company
possess necessary expertise, integrity and experience.

None of the Independent Director on the Board of the Company serve as an Independent Director in more
than seven (7) Listed Companies nor holds the position of Whole time Director in any Listed Company.
Independent Directors of the Company have been appointed in accordance with the applicable provisions
of the Companies Act, 2013 (“Act”) read with relevant rules.

17. Board Evaluation:-

The Board of Directors has carried out an annual evaluation of its own performance, board committees and
individual directors pursuant to the provisions of the Act and the corporate governance requirements as
prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations 2015 (“SEBI Listing Regulations”).

The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis
of the criteria such as the board composition and structure, effectiveness of board processes, information and
functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee
members on the basis of the criteria such as the composition of committees, effectiveness of committee
meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual
directors on the basis of the criteria such as the contribution of the individual director to the Board and
Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution
and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the
board as a whole and performance of the chairman was evaluated, considering the views of executive directors
and non-executive directors. The same was discussed in the board meeting that followed the meeting of the
independent directors, at which the performance of the board, its committees and individual directors was also
discussed. Performance evaluation of independent directors was done by the entire board, excluding the
independent director being evaluated.

18. Ratio of Remuneration to each Director: -

The information required under section 197 of the Companies Act, 2013 read with Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of your company
is set out in Annexure-II to this Report.

19. Committees of the Board and other Committees: -

Currently, the Board has following committees: -

? Audit Committee;

? Nomination & Remuneration Committee;

? Stakeholder Relationship Committee:

? Audit Committees:

The Audit Committee of the Company is constituted/re-constituted in line with the provisions of Section 177
of the Companies Act, 2013 and other applicable laws. The Audit Committee comprises of majority of the
Independent Directors. All the members of the Committee have experience in financial matters. The Audit
Committee is constituted in line to monitor and provide effective supervision of the management’s financial
reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity,
and quality of Financial Reporting. The details of the composition of the committee are set out in the following
table:-

During the Year under review 04 (Four) meetings of the Audit Committee were convened and held. The dates
on which the said meetings were held:

1. 13^th May, 2024

2. 12^th July, 2024

3. 25^th October, 2024

4. 28^th January, 2025

During the year, all recommendations of the audit committee were approved by the Board of Directors.

? Nomination & Remuneration Committee:

The Nomination and Remuneration Committee of the Company is constituted/reconstituted in line with the
provisions of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee
recommends the appointment of Directors and remuneration of such Directors. The level and structure of
appointment and remuneration of all Key Managerial personnel and Senior Management Personnel of the
Company, as per the Remuneration Policy, is also overseen by this Committee.

Our Company has constituted a nomination and remuneration committee ("Nomination and Remuneration
Committee"). The details of the composition of the Committee are set out in the following table:

During the Financial Year under review 02 (Two) meetings of the Nomination and Remuneration Committee
were convened and held. The dates on which the said meetings were held:

1. 30^th July, 2024

2. 7^th August, 2024

? Stakeholder Relationship Committee:

In compliance with the requirements of the Corporate Governance under the Listing Agreement with the Stock
Exchange and the provisions of section 178 of the Companies Act, 2013, the Company has constituted ar
“Stakeholders Relationship Committee” to specifically look into shareholder issues including share transfer
transmission, re-materialization, issue of duplicate share certificates and redressing of shareholder complaints
like non-receipt of balance sheet, other related activities in physical mode besides taking note of beneficia
owner position under demat mode, declared dividend etc.

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During the Financial Year under review 02 (Two) meetings of the Nomination and Remuneration Committee
were convened and held. The dates on which the said meetings were held:

1. 20^th September, 2024

2. 3^rd February, 2025

20. Policy on Directors’ Appointment and Remuneration and other details:-

The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment,
Remuneration and determine Directors’ Independence of Directors which inter-alia requires that composition
of remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior
management employees and the Directors appointed shall be of high integrity with relevant expertise and
experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while
recommending the candidature for the appointment as Director.

Nomination & Remuneration Policy is uploaded on the website of the Company i.e. at www.indocotspin.com.

21. Risk Management: -

Pursuant to Section 134(3) (n) of the Companies Act, 2013, the Company has developed and implement the
Risk Management Policy for the Company including identification therein of elements of risk, if any, which is
in the opinion of the Board may threaten the existence of the Company. These are discussed at the meeting of
the Audit Committee and the Board of Directors of the Company.

At present the Company has not identified any element of risk which may threaten the existence of the
Company.

22. Particulars of Contracts or Arrangements made with Related Parties:-

During the year under review, the Company has entered into related party transactions falling under sub section
(1) of Section 188 of the Companies Act, 2013. Form for disclosure of particulars of contracts/arrangements as
required under clause (h) of sub-section (3) of section 134 of the Act read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 is provided in the Board Report in the form AOC- 2 as “ANNEXURE - III”.

23. No Frauds reported by Statutory Auditors: -

During the Financial Year 2024-25, the Auditors have not reported any matter under section 143(12) of the
Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies
Act, 2013.

24. Subsidiaries, Joint Ventures and Associate Companies: -

During the year under review, the Company does not have any Subsidiary, Joint Venture or Associate Company
hence provisions of Section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial
statements are not applicable.

25. Mechanism / Whistle Blower Policy

Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing
Obligation and Disclosure Requirement) Regulation, 2015, the Company has formulated Whistle Blower Policy
for vigil mechanism of Directors and employees to report to the management about the unethical behavior,
fraud or violation of Company’s code of conduct. The mechanism provides for adequate safeguards against
victimization of employees and Directors who use such mechanism and makes provision for direct access to
the chairman of the Audit Committee in exceptional cases. The policy of vigil mechanism is available on the
Company’s website at www .indocotspin.com.

26. Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the
going concern status and Company’s Operations in future: -

During the period under review, no material orders have been passed by the regulators or courts or tribunals
impacting the going concern status and company’s operations in future.

27. Directors’ Responsibility Statement: -

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors
Responsibilities Statement, it is hereby confirmed:

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

(b) That the directors had selected such accounting policies and applied them consistently and made
judgments and estimates that were 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 or loss of the company for the

year review;

a. That the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding
the assets of the company and for preventing and detecting fraud and other irregularities;

(c) That the directors had prepared the annual accounts for the financial year ended 31st March, 2025 on
a going concern basis;

(d) That the directors 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

(e) That the directors had devised proper system to ensure compliance with the provisions of all applicable
laws and that such system were adequate and operating effectively.

28. Auditors & Auditors’ Report: -
CQ Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the rules framed thereafter, M/s Dinesh Kumar Goel
& Co., Chartered Accountants, were appointed as statutory auditors of the Company till the Annual General
Meeting (AGM) to be held in the year 2026.

CQ Cost Auditor

Since the Company is engaged in the providing Textile Manufacturing Activities and rendering of such services
are not covered under the Notifications dated 31st December 2014 issued by the Central Government to amend
the Companies (Cost Records and Audit) Rules, 2014, no Cost Auditor has been appointed by the Company.

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (Cost Records and Audit) Rules,
2014, maintenance of cost records and appointment of Cost Auditors are not applicable on your Company. and
requirement of cost audit is not applicable.

CQ Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed M/s.
Vikas Verma & Associates, Company Secretaries, having its registered office at B-502, Statesman House, 148,
Barakhamba Road, New Delhi - 110001 as Secretarial Auditor for the year 2024-2025. The Report of the
Secretarial Audit is annexed herewith as “Annexure - IV” The said Secretarial Audit Report does not contain
any qualification, reservations, adverse remarks and disclaimer.

CQ Internal Auditor

Pursuant to the provision of Section 138(1) of the companies Act, 2013 read with Rule 13 of the Companies
(Accounts) Rules, 2014, and other applicable provisions of the act, the Board of Directors appointed M/s R.S.
Gahlyan & Associates., Chartered Accountants (FRN: 018972N) as an Internal Auditor of the Company from
the financial year 2022-2023 to 2025-26 in Board Meeting held on 02^nd May, 2023.

29. Listing of Securities: -

The Company is listed on the BSE Limited and is regular in paying the annual listing fee to the stock exchange.

30. 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 Company Secretaries of India and
notified by Ministry of Corporate Affairs.

31. Extract of Annual Return: -

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014, an annual return is uploaded on website of the Company
www .indocotspin.com.

32. Familiarization Programmes:-

The Company familiarizes its Independent Directors on their appointment as such on the Board with the
Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company
operates, etc. through familiarization programme. The Company also conducts orientation programme upon
induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The
familiarization programme for Independent Directors is disclosed on the Company’s website
www.indocotspin.com.

33. Management Discussion and Analysis Report:-

The Management’s Discussion and Analysis Report for the year under review, as stipulated under regulation
34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015
is annexed to this Annual Report as “Annexure - V”.

34. Corporate Governance:-

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015,
compliance with the Corporate Governance provisions as specified in regulation 17 to 27 and clause (b) to (i)
[and (t)] of sub-regulation (2) of regulation 46 and Para C, D, and E of Schedule V shall not apply to the
company having Paid up Equity Share Capital not exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25
Crore, as on the last day of the previous financial year. The Company is covered under the exception given
under Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, therefore
Company is not required to comply with the said provisions.

However, as per the Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
the Corporate Governance Report is annexed to the Board’s Report As “Annexure-VI”.

35. Code of Conduct: -

Commitment to ethical professional conduct is a must for every employee, including Board Members and Senior
Management Personnel of the Company. The Code is intended to serve as a basis for ethical decision-making
in conduct of professional work. The Code of Conduct enjoins that each individual in the organization must
know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct
and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid
down in the Companies Act, 2013 also forms part of the Code of Conduct. All Board Members and Senior
Management Personnel affirm compliance with the Code of Conduct annually.

36. Information required under Sexual Harassment of Women at work place (Prevention, Prohibition &
Redressal) Act, 2013:

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted
a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules there under. The Company has complied with provisions relating to the
constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual harassment.

During the financial year under review, the Company has not received any complaints of sexual harassment
from any of the women employees of the Company.

37. Statement on other Compliances

Your Directors state that no disclosure or reporting is required in respect of the following items as there were
no transactions on these items during the year under review:

a. Details relating to deposits covered under Chapter V of the Act.

b. Issue of equity shares with differential voting rights as to dividend, voting or otherwise;

c. Issue of shares (including sweat equity shares) to employees of the Company.

d. Neither the Managing Director nor any of the Whole-time Directors of the Company receive any
remuneration or commission.

38. Business Responsibility Report (BRR)

Securities Exchange Board of India (SEBI) vide circular CIR/CFD/DIL/8/2012 dated August 13, 2012 has
mandated the inclusion of BRR as part of the Annual Report for the top 100 listed entities. In view of the
requirements specified, the company is not mandated for the providing the BRR and hence do not form part of
this Report.

39. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016

As there is no application made or pending under Insolvency and Bankruptcy Code, 2016, so there is no
requirement to give details of application made or any proceeding pending under the Insolvency and Bankruptcy
Code, 2016.

40. Details of one-time settlement

During the period under review There has been no one time settlement and the valuation done while taking loan
from the Banks or Financial Institutions.

41. Code of conduct for prevention of Insider Trading

Your Company’s Code of Conduct for Prevention of Insider Trading covers all the Directors, senior
management personnel, persons forming part of promoter(s)/ promoter group(s) and such other designated
employees of the Company, who are expected to have across to unpublished price sensitive information about
the company. The Directors, their relatives, senior management personnel, persons forming part of promoter(s)/
promoter group(s), designed employees etc. are restricted in purchasing, selling and dealing in the shares of the
Company while in possession of unpublished price sensitive information about the company as well as during
the closure of trading window.

The Board of Directors has approved and adopted the Code of Conduct to Regulate, Monitor and Report Trading
by Insiders in line with SEBI (Prohibition of Insider Trading) Regulation, 2015 and the same can be accessed
on the website of the Company www.indocotspin.com.

42. Proceedings pending under the insolvency and bankruptcy code.2016:

There was no application made or proceeding pending against the Company under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year under review.

43. Difference in valuation:

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions,
and hence 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 is
not applicable.

44. Maternity benefit:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has
extended all statutory benefits to eligible women employees during the year.

45. Acknowledgements

The Directors wish to convey their appreciation to all of the Company’s employees for their contribution
towards the Company’s performance. The Directors would also like to thank the shareholders, employee unions,
customers, dealers, suppliers, bankers, governments and all other business associates for their continuous
support to the Company and their confidence in its management.

Date: 31.07.2025 For & on behalf of the Board

Place: Panipat Indo Cotspin Limited

Sd/- Sd/-

Rajpal Aggarwal Bal Kishan Aggarwal

Whole Time Director Managing Director

DIN: 00456189 DIN: 00456219