The Board of Directors present the 84^th Annual Report of the Company, along with the financial statements for the Financial Year ended
31^st March, 2026.

Financial Summary/ Performance of the Company

The financial performance of the Company for the Financial Year ended March 31,2026 is summarized below:

(Rs. In Lakh)

STATE OF THE COMPANY’S AFFAIRS:

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

The Total Income of the Company stood at INR. 3,044.50 Lakhs for the year ended 31^st March, 2026 as against INR. 0.09 Lakhs in the
previous year.

The Company made a Net Profit/ (Loss) after Tax of INR. (1916.15) Lakhs for the year ended March 31,2026 as compared to INR. (21,477.19)
Lakhs in the previous year.

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

There has been no change in the business of the Company during the financial year ended March 31,2026.

EXTRACT OF ANNUAL RETURN:

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

DISCLOSURE OF CHANGE IN NATURE OF BUSINESS:

The Company is engaged in the business of Textile Production. There has been no change in the business of the Company during the
financial year ended 31^st March, 2026.

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

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

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

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

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

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

Pursuant to the approved Scheme of Compromise and Arrangement the following material changes occurred subsequent to the close of
the financial year of the company to which the financial statements relate and the date of the report.

(a) DURING THE FINANCIAL YEAR 2024-25.(i) Reduction in Paid up share capital of the Company.

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

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

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

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

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

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

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

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

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

(iii) Payment to Creditors:

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

(iv) Payment to Public Deposit Holders:

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

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

As on March 31,2026, Company doesn’t have any Subsidiary, Joint Venture and Associate Companies.

Pursuant to the provisions of Section 129(3) of the Act, a report on the performance and financial position of subsidiary, associate and joint
venture in Form AOC-1 is not applicable to the Company.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits covered under Chapter V of the Act. Accordingly no disclosure
or reporting is required in respect of details relating to deposit.

STATUTORY AUDITOR:

Pursuant to the provisions of Section 139 of the Act and rules made thereunder M/s. Jain Kothari & Co. Chartered Accountants (Firm
Registration No. 022340C) were appointed as Statutory Auditor of the Company at the 83^rd Annual General Meeting (AGM) held on 29^th
September, 2025, for the period of five (5) consecutive years from the conclusion on that AGM till the conclusion of the 88^th Annual General
Meeting (AGM).

AUDITOR’S REPORT:

M/s. Jain Kothari & Co., Chartered Accountants (Firm Registration No. 022340C) have submitted their Report on the financial statements
of the Company for the F.Y ended March 31,2026, which forms the part of this report, and it does not contain any reservation, qualification
or adverse remark. The comment in the Auditors Report read with notes to the accounts are self-explanatory.

SECRETARIAL AUDITOR AND ITS REPORT:

Pursuant to the provisions of section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules
2014, the Company has appointed M/s. Vijay S. Tiwari & Associates, Practicing Company Secretary Firm to undertake the Secretarial Audit
of the Company for the F.Y ended om March 31,2026.

Secretarial Audit Report issued by Mr. Vijay Tiwari in Form MR-3 forms part of this report as “Annexure II”.

A Secretarial Compliance Report for the FY ended March 31,2026 on compliance of all applicable SEBI regulations and circulars/guidelines
issued thereunder, was obtained from Mr. Vijay Tiwari, Practicing Company Secretary, and submitted to the stock exchange.

The Board recommends to the members of the company the appointment of M/s. Vijay S. Tiwari & Associates, Practicing Company
Secretaries, as the Secretarial Auditor of the Company for a term of five consecutive financial years from F.Y 2025-26 to 2029-30.

COMPLIANCE WITH THE PROVISION OF SECRETARIAL STANDARDS:

The Company has complied with the provisions of Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings
(SS-2) issued by the Institute of Company Secretaries of India (“ICSI”) and approved by the Central Government under section 118(10) of
the Companies Act, 2013.

Since the Company has not recommend any dividend during the year, the provisions of secretarial standards III are not applicable to the
Company.

INTERNAL AUDITOR:

Pursuant to section 138(1) of the companies Act, 2013 read with the Company (Accounts) Rules, 2014 M/s. Jain Ronak & Co. Chartered
Accountant Firm (Firm Registration No. 144548W) was appointed as an Internal Auditor for the financial year 2025-26. The Internal Auditor
conducts an internal audit of the functions and operations of the Company and reports to the Audit Committee of Board.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

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

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

Details regarding Energy Conservation: Since the Company does not fall under the list of industries which should furnish this information,
the question of furnishing the same does not arise.

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

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

DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act 2013, the Board of Directors of the Company confirm that:

a) In the preparation of the annual accounts for the financial year ended March 31,2026, the applicable accounting standards have
been followed along with proper explanation relating to material departures;

b) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are
resonable and prudentso as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the
profit and loss of the Company for that period.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of the Act for safegaurding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the annual accounts on a ‘going concern’ basis;

e) The internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f) That the directors had devised proper systems to ensure compliance with all provisions of all applicable laws were in place and were
adequate and operating effectively.

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

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.

MEETING OF BOARD OF DIRECTORS:

The Board met Six (6) times during the financial year ended March 31,2026. The intervening gap between the meetings was within the
period prescribed under the Act and the Listing Regulations.

SEPARATE MEETING OF INDEPENDENT DIRECTOR:

In term of requirement of Schedule IV of the Companies Act, 2013, Independent Director had a separate meeting on March 24, 2026
without the attendance of Non-Independent Director and Member of management. All the Independent Directors were present at the said
meeting. The activities prescribed in paragraph VII of Schedule IV to the Act were carried out at the said meeting.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

Pursuant to section 134(3)(d) of the Act, Company confirm that they have received necessary declarations from all the Independent
Directors under section 149(7) of the Companies Act, 2013 and declaring that they meet the criteria of independence laid down under
Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNELS:Board Composition and Size:

An enlightened Board sets the tone for a positive leadership culture which is essential for the long-term success of the company. By
prioritizing strategic decision-making and fostering a collaborative environment, our Board members play a crucial role in achieving the
organization’s growth while maintaining sustainable growth. Their vision and guidance empower the management and employees at all
levels to contribute effectively, ultimately leading to a thriving company.

Our Board brings together a blend of unique skills, qualities, viewpoints, and expert knowledge in key and technical areas concerning the
field of business and are from a range of diverse backgrounds. The Board, as part of its succession planning exercise, periodically reviews
its composition to ensure that the same is closely aligned with the strategy and long-term needs of the Company.

The Board of Directors of the company has an optimum combination of Executive and Non-Executive Independent Directors with rich
professional experience and background. As on March 31,2026, the Company’s Board Consists of 5 Directors as follows:

Key Managerial Personnel (KMP):

As on the date of this report, the following are the Key Managerial Personnel (KMPs) of the Company as per section 2(51) read with Section
203 of the Act:

PERFORMANCE EVALUTION:

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 Companies Act, 2013.

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 process, information and functioning etc.

The Board was of the view that the performance of the Board as a whole was adequate and fulfilled the parameters stipulated in the
evaluation framework in its pro-growth activity. The Board also ensured that the Committee functioned adequately and independently in
terms of the requirements of the Companies Act, 2013.

Further the individual Directors fulfilled their applicable responsibilities and duties laid down by the Companies Act, 2013 and at the same
time contributed with their valuable knowledge, experience and expertise to grab the opportunity and counter the adverse challenges
faced by the Company during the year.

BOARD COMMITTEES:

The Company has constituted the following Statutory Committees of the Board of Directors. They are as follows:

A. Audit Committee

B. Nomination & Remuneration Committee

C. Stakeholders & Investor’s Grievance Committee

D. Finance Committee (Non-Mandatory Committee)

The Composition of various Committee is as follows:

A. AUDIT COMMITTEE:

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

In accordance with the provisions of the Companies Act, 2013 and Article of Association of the Company, Smt. Sheela Jain (DIN: 02553215),
Non-Executive Director of the Company is liable to retire by rotation in the forthcoming Annual General Meeting and being eligible, he offers
himself for re-appointment.

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

During the financial year 2025-26, there was no appointment or resignation of any Director of the Company. The Key Managerial
Personnel were appointed or resigned during the year and after closing of the Financial Year.

CODE OF CONDUCT:

The Board has adopted the Code of Conduct for members of the Board and Senior Management personnel of the Company. The Code lays
down, in detail, the standards of business conduct, ethics and governance. Code of Conduct has also been posted on the Company’s
websitehttps://www.birlacotsyn.com.

NOMINATION AND REMUNERATION POLICY:

The Company has adopted Nomination and Remuneration Policy in accordance with the provisions of Companies Act, 2013 read with
Rules issued there under and SEBI Listing Regulations.

The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for
appointment of Executive, Non-Executive Director, and Independent Directors on the Board of Directors of the Company and persons in
Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of
Directors and other matters as provided under subsection (3) of section 178 of Companies Act, 2013 (including any statutory modification(s)
or reenactment (s) thereof for time being in force).

The Policy is also available on the website of the Company. Website link:https://www.birlacotsyn.com
VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In line with the provisions of the Section 177(9) of the Companies Act, 2013 and the Regulation 22 of the SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015, your Company has adopted Whistle Blower Policy, as part of vigil mechanism to provide
appropriate avenues to the Directors and employees to bring to the attention of the management any issue which is perceived to be in
violation of or in conflict with the fundamental business principles of the Company.

This vigil mechanism provides for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism
and also provide for direct access to the chairperson of the Audit committee, in exceptional cases. The Company Secretary is the designated
officer for effective implementation of the policy and dealing with the complaints registered under the policy.

The Vigil mechanism/ Whistle Blower Policy is available on the website of the Company at https://www.birlacotsyn.com
PARTICULARS OF EMPLOYEES AND REMUNERATION:

The remuneration paid to Directors is in accordance with Nomination and Remuneration Policy formulated in accordance with Section
178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclsoure Requirements) Regulations, 2015. The
information as required pursuant to Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) in respect
of Directors/employees is set out in the “Annexure I” to this report.

CONTRACT AND ARRANGEMENT WITH RELATED PARTY TRANSCATION

Details of contract and arrangement with related parties under the provisions of Section 188 of the Companies Act, 2013 as on March 31,
2026 are set out in relevant notes to accounts of Financial Statements of the Company.

PARTICULARS OF LOANS, GURANTEES AND INVESTMENTS:

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

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

During the year under review company had received fine of Rs. 5000/- with regard to delay in one day for filing of Integrated Financial
(XBRL) as per section 23(9) of SEBI (Listing Obligations and Disclsoure Requirements) Regulation 2015. As company had paid the fine and
have mentioned in the Integrated Corporate Goveranace Report (XBRL) as it do not impact the going concern status of the company. The
Company had received the listing approval ide letter no. DCS/AMAL/TS/R37-IBC/3928/2025-26 dated November 24, 2025, for 26,43,39,940
(Twenty-Six Crore Forty- Three Lakh Thirty-Nine Thousand Nine Hundred and Forty) Equity Shares of Re. 1/- each, issued pursuant to the
Resolution Plan approved by the Hon’ble National Company Law Tribunal, Mumbai Bench vide order dated January 09, 2025.

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

Your Company has zero tolerance towards any action on the part of any one which may fall under the ambit of ‘Sexual Harassment’ at
workplace and is fully committed to uphold and maintain the dignity of every women working with the Company. The Company has
constituted an Internal Complaint Committee pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 for prevention, prohibition and redressal of complaints/grievances on the sexual harassment of
women at workplaces.

Your directors further states that during the year under review, following are the complaints pursuant to the above Act.

Number of Sexual Harassment Complaints Received: Nil
Number of Complaints Disposed Off: Nil

Number of cases pending more than 90 days: Nil there were no complaints received pursuant to the above act.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

In accordance with the provisions of the Maternity Benefit Act, 1961, as amended and pursuant to the disclosures required under Section
134 of the Companies Act, 2013, the Company affirms its commitment to ensuring a safe, equitable, and supportive work environment for
all women employees.

The Company has implemented all necessary measures to comply with the provisions of the Maternity Benefits (Amendment) Act, 2017,
Including:

(a) Extension of paid maternity leave to 26 weeks of which not more than 8 weeks shall precede the date of her expected delivery for
eligible women employees;

(b) Option for work-from-home post-maternity leave, where the nature of work permits for such period and on such conditions as the
employer and the woman may mutually agree;

(c) Establishment of a creche facility as per prescribed thresholds, or reimbursement for such facilities as applicable.

SUSPENSION OF TRADING:

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

MANAGEMENT DISCUSSION AND ANALYSIS:

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

ENVIRONMENT & SAFTEY

The Company is conscious of the importance of environmentally clean and sale operations. The
Company’s policy requires the conduct of all operations in such manner so as to ensure safety of
all concerned, compliance of statutory and industrial requirements for environment protection
and conservation of natural resources to the extent possible.

BUSINESS RESPONSIBILITY AND SUSTAINABLITY REPORT:

As per the provisions of Regulation 34(2) of the SEBI Listing Regulations, as amended, the Annual Report of the top 1000 listed entities
based on market capitalisation shall include a Business Responsibility and Sustainability Report (“BRSR”). But, the Company, not being
one of such top 1000 listed entities, is not required to annex any Business Responsibility and Sustainability Report.

MAINTENANCE OF COST RECORD:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the activity of your
Company falls under Non-regulated sectors and hence, maintenance of cost record is not applicable to the Company for the Financial
Year 2025-26.

RISK MANAGEMENT

In today’s economic environment, Risk Management plays a very important part of business. The main aim of risk management is to
identify, assess, prioritize, monitor and take precautionary measures in respect of the events that may pose risks to the business. The
Company is not subject

to any specific risk except risks associated with the general business of the Company as applicable to the industry as a whole.

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

INVESTOR RELATIONS:

Your Company always endeavours to keep the time of response to shareholders’ request /grievance at the minimum. Priority is accorded
to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. The Stakeholders’
Relationship Committee of the Board meets periodically and reviews the status of the

Shareholders’ Grievances.

ACKNOWLEDGEMENTS:

Your Director’s would like to express their sincere appreciation for the assistance and cooperation

received from the banks, Government authorities, customers, vendors and members during the year under review. Your Director’s also
wish to place on record their deep sense of appreciation for the services committed by the Company’s executives, staff and workers.

By order of the Board of Directors
For, Birla Cotsyn (India) LimitedSd/- Sd/-

Akhil Jain Sheela Jain

Date: 13.08.2026 Managing Director Director

Place: Mumbai DIN: 03296467 DIN: 02553215