The Members, A B COTSPIN INDIA LIMITED ('The Company') Bathinda Road, Jaitu, Faridkot, Punjab- 151202

Your directors are pleased to present their 29th (Twenty Ninth) Annual Report on the business and operations of the A B COTSPIN INDIA LIMITED ('Company') together with the audited financial statements (standalone as well as consolidated) for the financial year ended on 31st March 2026.

The report highlights the financial performance of the Company, key developments during the year under review, major business operations, changes in the Board or Key Managerial Personnel, statutory compliances, and the way forward.

A summary of the Company's financial performance, business highlights, statutory disclosures, and corporate governance practices are covered in the ensuing sections of this Report.

FINANCIAL RESULTS

The financial performance of the Company for the year ended 31st March, 2026 is summarized as under:

(Amount in Lacs)

KEY FINANCIAL RATIOS (STANDALONE)

STATE OF COMPANY'S AFFAIRS

The Revenue from its business and operations for the financial year ended 31st March, 2026 is 29,867.71 Lacs as against 29,806.36 Lacs in the previous financial year.

The Company has earned other income during the financial year of 277.99 Lacs as against 273.42 Lacs in the previous financial year and the Company has earned profit after tax of 1326.12 Lacs as compared to profit after tax of 999.03 Lacs in the previous financial year.

During the period under review, the Board of directors at its meeting held on July 22, 2025 approved the expansion of its business operations cross India, including but not limited to the states of Madhya Pradesh and Maharashtra and to undertake investment of up to INR 1,500 crore (Rupees One Thousand Five Hundred Crore only) in the cotton and textile sector. This includes the acquisition of or taking on lease land from Government or other authorities, establishment of manufacturing plants, warehousing facilities, logistics units, and all related infrastructure required for operations in spinning, ginning, yarn manufacturing, processing, and utilization of by-products. This will add capacity of 200000 spindles (approx.) (in phase manner).

Also, the Company had expanded Solar Power Capacity to 2,740 KW to Enhance Sustainability Initiatives.

The Company had set up a branch office at Unit No. 14, Plot No. 31, LG floor, Road No. 44, Vikas Tower Building, Rani Bagh, New Delhi- 110034.

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

Further, after the closure of the Financial Year 2025-26, the Board of the Directors on July 14,2026 approved the change of name of the Company from 'A B Cotspin India Limited' to 'A B Industries Limited' or 'AB Industries Limited' or any other name as may be available and approved by the Registrar of Companies, Central Registration Centre (CRC), Ministry of Corporate Affairs, subject to the approval of the Members of the Company and Central Government and such other approvals, permissions and sanctions as may be required.

RESERVES

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

INDUSTRY SCENARIO

The Indian textile industry continues to play a significant role in the country's economic development, supported by a large domestic market, strong manufacturing capabilities, availability of raw materials, and a well-established textile value chain. The industry is witnessing evolving consumer preferences, increasing demand for quality and value-added textile products, and growing opportunities in both domestic and international markets.

The cotton textile segment remains an important component of the Indian textile industry, with cotton continuing to be one of the most widely used natural fibres due to its comfort, versatility, breathability, and wide range of applications. Demand for cotton yarn and textile products is influenced by factors such as population growth, changing lifestyles, fashion trends, export demand, global economic conditions, cotton prices, and the overall performance of the apparel and home-textile sectors.

The industry is also undergoing significant transformation through technological advancements, automation, improved manufacturing processes, and increasing emphasis on sustainability and resource efficiency. Textile manufacturers are increasingly focusing on improving productivity, product quality, energy efficiency, waste reduction, and supply chain management to remain competitive in a dynamic market environment.

At the same time, the industry faces challenges arising from fluctuations in raw material prices, changing global demand, intense competition, exchange rate movements, regulatory requirements, and variations in cotton availability. Companies with efficient manufacturing capabilities, strong quality standards, prudent cost management, and an adaptable business approach are better positioned to navigate these challenges and capitalize on emerging opportunities.

In alignment with the evolving industry landscape, A B Cotspin India Limited is engaged in the business of manufacturing and dealing in cotton and textile products, with a focus on quality, operational efficiency, and customer satisfaction. The Company continues to strengthen its manufacturing and business capabilities while responding to changing market requirements and opportunities in the textile sector.

The Company is focused on maintaining consistent product quality, improving operational efficiency, strengthening customer relationships, and expanding its market presence. Through continuous process improvement, effective resource utilization, and a commitment to responsible business practices, the Company aims to build a sustainable and competitive position in the cotton and textile industry.

FUTURE OUTLOOK:

A B Cotspin India Limited remains focused on achieving sustainable and long-term growth by strengthening its manufacturing capabilities, improving operational efficiency, expanding its market presence, and responding effectively to changing customer and industry requirements.

1. Strengthening Market Presence

The Indian textile industry continues to present opportunities arising from growing domestic consumption, increasing demand for quality textile products, and potential growth in export markets. The Company intends to strengthen its market presence by developing existing customer relationships, exploring new markets, and enhancing its distribution and sales capabilities.

The Company will continue to evaluate opportunities for geographical and market expansion based on demand conditions, commercial viability, and the overall business environment.

2. Product Development and Value Addition

The Company remains focused on improving and expanding its product offerings in line with evolving market requirements. Greater emphasis will be placed on product quality, consistency, customization, and value addition wherever commercially viable.

The Company will continue to monitor market trends and customer preferences to identify opportunities for introducing improved and differentiated products, thereby enhancing customer satisfaction and strengthening its competitive position.

3. Technology and Manufacturing Efficiency

Technology and process efficiency will remain important areas of focus for the Company. The Company intends to progressively adopt appropriate technologies, automation, and process improvements to enhance manufacturing efficiency, improve product quality, optimize resource utilization, and reduce operational inefficiencies.

The Company will continue to evaluate technological upgrades based on operational requirements and their potential contribution to productivity and long-term competitiveness.

4. Supply Chain and Raw Material Management

Efficient management of raw materials and the supply chain remain critical to the performance of the textile business. The Company will continue to focus on prudent procurement practices, inventory management, supplier relationships, and effective production planning.

Given the inherent volatility in cotton and other input prices, the Company will continue to adopt appropriate measures for efficient resource management and cost optimization while maintaining the required standards of product quality.

5. Focus on Quality and Customer Satisfaction

Quality and customer satisfaction will continue to remain central to the Company's business strategy. The Company aims to maintain consistent quality standards and strengthen its relationships with customers by understanding their evolving requirements and ensuring timely and reliable delivery.

The Company will continue to focus on quality control, process discipline, customer responsiveness, and continuous improvement across its operations.

6. Operational Excellence and Cost Optimization

The Company remains committed to improving operational efficiency and optimizing costs across its manufacturing and business operations. Better utilization of production capacities, reduction of wastage, efficient manpower utilization, energy management, and streamlined processes will remain key areas of focus.

These initiatives are expected to support productivity improvement, strengthen margins, and enhance the Company's overall competitiveness.

7. Sustainability and Responsible Growth

Sustainability is becoming increasingly important across the global textile value chain. The Company will continue to focus on responsible and efficient utilization of resources, energy conservation, waste management, and adoption of environmentally responsible practices wherever feasible.

The Company also remains committed to maintaining high standards of corporate governance, regulatory compliance, ethical business practices, and transparency while pursuing its growth objectives.

8. Human Resource and Organizational Development

The Company's growth and operational performance are supported by its employees and workforce. The Company will continue to focus on developing a capable and motivated workforce through appropriate training, skill development, performance management, and a culture of accountability.

Building organizational capabilities and strengthening human resources will remain important for supporting the Company's future expansion and operational requirements.

9. Long-Term Growth and Value Creation

With a focus on manufacturing excellence, product quality, market expansion, operational efficiency, and responsible business practices, A B Cotspin India Limited is well-positioned to pursue sustainable growth opportunities in the cotton and textile sector.

The Company will continue to adapt to changing market dynamics, leverage emerging opportunities, strengthen its operational capabilities, and pursue initiatives aimed at creating sustainable long-term value for its customers, employees, shareholders, and other stakeholders.

DIVIDEND

With a view to conserve the profits, the Board of Directors decided not to recommend any dividend for the financial year 2025-26.

Further, during the year under review, the Company did not have any funds lying unpaid or unclaimed for a period of seven (7) years. Accordingly, there were no amounts required to be transferred to the Investor Education and Protection Fund (IEPF) in terms of Section 124(5) of the Companies Act, 2013.

In line with the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2017, the Company was not required to file any forms with the Ministry of Corporate Affairs during the year, as no such transfer or related activity arose.

COMPANY'S PERFORMANCE

During the Financial Year 2025-26, the Company continued to maintain a stable business performance while achieving a significant improvement in profitability as compared to the Financial Year 2024-25.

The Company recorded Revenue from Operations of 29,867.71 lakh during FY 2025-26, as against 29,806.36 lakh during FY 2024-25. The Profit Before Tax increased to 1,798.07 lakh in FY 2025-26 from 1,345.42 lakh in FY 2024-25, registering a growth of approximately 33.64%. Further, Profit After Tax increased to 1,326.12 lakh in FY 2025-26 from 999.02 lakh in FY 2024-25, representing a growth of approximately 32.74%.

During FY 2025-26, the Company's operating revenue remained broadly stable as compared to FY 2024-25. However, the Company achieved a substantial improvement in profitability, with Profit Before Tax increasing by 33.64% and Profit After Tax increasing by 32.74%. The improvement in profitability was achieved despite a marginal increase in total income,

supported by better management of the overall cost structure, with total expenses declining by approximately 1.35% during FY 2025-26.

The Total Comprehensive Income stood at 1,357.86 lakh during FY 2025-26, as compared to 994.51 lakh during FY 2024-25, reflecting an improvement of approximately 36.54%.

CHANGE IN THE NAME OF THE COMPANY:

There was no change in the name of the Company during the period under review.

Further, after the closure of the Financial Year 2025-26, the Board of the Directors on July 14,2026 considered and approved the proposal for change in the name of the Company from 'A B Cotspin India Limited' to 'ABC Industries India Limited', or such other name as may be available and approved by the Registrar of Companies, Central Registration Centre ('ROC'), Ministry of Corporate Affairs, subject to the approval of the Members of the Company and such other approvals, permissions and sanctions as may be required.

Pursuant thereto, the Company made an application to the Registrar of Companies, Central Registration Centre ('ROC') for availability and reservation of the proposed name of the Company, being 'ABC Industries India Limited', in place of the existing name 'A B Cotspin India Limited'.

The Company has subsequently received a name availability letter dated August 27, 2026 from the ROC, informing that the proposed name 'ABC Industries India Limited' is available and raising no objection with respect to the proposed change in the name of the Company.

The proposed change in the name of the Company is subject to the approval of the Members of the Company and such other approvals, permissions and sanctions as may be required.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

During the financial year 2025-26, the Company continued to carry on its business operations in the normal course. There were no material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this Report. The financial position of the Company has remained stable and there has been no material event or development after the close of the financial year which may have a significant impact on the financial position or operations of the Company.

DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE REPORT

During the period under review, the Company has not undertaken any revision of its financial statements or reports for any of the three preceding financial years. This includes both voluntary revisions and any amendments mandated by a judicial authority or regulatory body. The Company confirms that no revision was made to its previously filed financial statements either voluntarily or pursuant to any order passed by a judicial or regulatory authority.

This ensures that the financial position and performance disclosed in the previous years' reports remain accurate and consistent, and no significant changes or restatements have been made post the approval of the respective annual financial statements.

CHANGE IN THE NATURE OF THE BUSINESS, IF ANY:

During the period under review, there has been no change in the nature of the Company's business. The Company continues to operate in the cotton and textile sector, primarily engaged in the manufacturing and dealing in cotton and textile products. The Company remains focused on maintaining product quality, improving operational efficiency, strengthening its market presence, and meeting the evolving requirements of its customers.

REGISTRAR AND TRANSFER AGENT

M/s MUFG Intime India Private Limited has been appointed as the Registrar and Share Transfer Agent (RTA) of the Company. The RTA is responsible for handling matters relating to share transfers, dematerialization of shares, transmission of shares, and other related investor services.

Members are requested to direct all correspondence pertaining to transfer, transmission, dematerialization of shares and other share-related queries to the following address:

M/s MUFG Intime India Private Limited (Formerly Link Intime India Private Limited) Noble Heights, 1st Floor, Plot No. NH 2, LSC, C-1 Block, Near Savitri Market, Janakpuri, New Delhi- 110058 Tel: +91-11-4141 0592/93/94; Fax: +91-11-4141 0591 E-Mail: delhi@in.mpwfs.mufg.com

LISTING OF SHARES

During the period under review, the Company successfully migrated from the NSE Emerge Platform to the Main Board of National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange of Limited (BSE). The equity shares of the Company are presently listed and traded on the Main Board of the NSE and BSE and are in dematerialized form. The ISIN No. of the Company is INE08PH01015.

This milestone reflects the Company's growth, enhanced corporate governance standards, and commitment to creating long-term value for its stakeholders.

DISCLOSURES RELATING TO SCHEDULE V PART F OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

Pursuant to Schedule V Part F of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details in respect of the shares lying in the suspense account till March 31, 2026 is as under:

CORPORATE GOVERNANCE

At the beginning of the Financial Year 2025-26, equity shares of the Company were listed on NSE Emerge Platform of National Stock exchange Limited (NSE) and by virtue of Regulation 15 of the Listing Regulations the 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 were not applicable to the Company at that time.

During the Financial Year 2025-26, the Members approved the Migration of Equity Shares of the Company having a face value of Rs.10/- per Equity Share (which were listed on NSE Emerge) to the main Board and to make an application of listing/trading of the Equity Shares of the Company on Main Board of BSE Limited (BSE) vide special resolution passed through postal ballot dated June 06, 2025. Accordingly, the Company filed its application dated June 9, 2025, with the respective department of NSE for its migration from NSE Emerge Platform of NSE to the Main Board and had also submitted an application for listing its shares on the Main Board of BSE. The Company received an In Principle approval from the stock exchanges and upon migration, the equity shares of the Company got listed and traded on the Main Board of BSE and NSE w.e.f. September 24,2025. Accordingly, the provision of corporate governance became applicable on the Company w.e.f. September 24,2025.

Your Company is committed to maintaining the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India. The report on Corporate Governance as stipulated under the Listing Regulations forms part of this Annual Report and has annexed as Annexure- A.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under the Listing Regulations, is provided in a separate section and forms an integral part of the Annual Report and has annexed as Annexure- B.

CODE OF CONDUCT

As per Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has laid down Code of Conduct for all Directors and Senior Management of the Company and the same has been posted on the website of the Company. Annual Compliance Report for the year ended March 31, 2026, has been received from all the Directors and Senior Management Personnel of the Company regarding compliance of all the provisions of Code of Conduct. Additionally, Company has also adopted code of conduct for Independent Directors of the Company in accordance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The declaration regarding compliance with the Code of Conduct by the Board of Directors and Senior Management Personnel forms part of the Corporate Governance Report.

MD/CFO CERTIFICATE PURSUANT TO THE PROVISIONS OF REGULATION 17(8) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

Pursuant to the provisions of Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Certificate jointly issued by the Managing Director and the Chief Financial Officer of the Company for the financial year ended 31st March 2026, confirming the correctness of financial statements and the adequacy of internal controls, has been obtained. The said certificate forms part of the Corporate Governance Report.

A B COTSPIN INDIA EMPLOYEES STOCK PURCHASE SCHEME - 2025

The A B Cotspin India Employees Stock Purchase Scheme - 2025 ('ESPS 2025' or 'Scheme') was approved by the members of the Company by way of a Special Resolution passed through Postal Ballot on April 30, 2025. Pursuant to the members' approval, the Company obtained in-principle approval from the National Stock Exchange of India Limited ('NSE') for implementation of the Scheme. However, subsequent to obtaining the aforesaid in-principle approval, no further action has been taken towards implementation of the Scheme during the financial year under review.

The Scheme provides for offering of up to 50,000 Equity Shares of the Company of face value of 10/- each to eligible employees. The Scheme is proposed to be implemented through the direct route by way of fresh allotment and cash mechanism.

In compliance with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 read with Part F of Schedule I of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the relevant disclosures in respect of the Scheme for the financial year ended March 31, 2026 are as under:

There were no material changes in the Scheme during the financial year under review. The Scheme provides for determination of the Offer Price by the Nomination and Remuneration Committee based on the Market Price, subject to a minimum discount

0% or such higher discount as may be determined by the Committee, provided that the Offer Price shall not be below the face value of the Equity Shares.

Since no Shares were offered, subscribed or allotted under the Scheme during the financial year under review, there was no impact on the issued, subscribed or paid-up share capital of the Company pursuant to the Scheme during the year.

CREDIT RATINGS

During the financial year under review, the credit ratings assigned to the Company's bank facilities by Infomerics Valuation and Rating Private Limited were reviewed and reaffirmed on various occasions. The details of the credit ratings and the changes therein during the year under review are as follows:

On August 01, 2025, the ratings assigned to the Company's Long-Term and Short-Term Bank Facilities were IVR BBB/RWDI and IVR A3+/RWDI, respectively. The ratings were reaffirmed and placed under Rating Watch with Developing Implications. On January 30, 2026, the ratings were revised to IVR BBB/Stable for Long-Term Bank Facilities and IVR A3+ for Short-Term Bank Facilities. The ratings were removed from Rating Watch and reaffirmed. On March 27, 2026, the Long-Term Bank Facilities were enhanced from 93.68 crore to 147.51 crore, while the Short-Term Bank Facilities remained at 14 crore. The ratings of IVR BBB/Stable for Long-Term Bank Facilities and IVR A3+ for Short-Term Bank Facilities were reaffirmed. Accordingly, the total rated bank facilities increased from 107.68 crore to 161.51 crore.

The Company has made the requisite disclosures to the Stock Exchanges in accordance with the applicable provisions of the SEBI Listing Regulations.

REGISTERED OFFICE

During the financial year under review, the Company changed its Registered Office from 'NH-54, Goniara Road, Near Lake3, Bathinda, Punjab- 151001, India' to 'Bathinda Road, Jaitu, Faridkot, Punjab- 151202, India' with effect from October 18, 2025. The change in the Registered Office was approved by the Board of Directors at its meeting held on September 03, 2025 and subsequently approved by the Members of the Company at the Annual General Meeting held on September 29, 2025. The necessary filings in this regard were duly made with the Registrar of Companies in compliance with the provisions of the Companies Act, 2013 and the rules made thereunder.

SHARE CAPITAL OF THE COMPANY

During the period under review:

Authorised Share Capital of the Company is 24,40,00,000 (Rupees Twenty-Four Crore Forty Lakhs Only) divided into 2,40,00,000 (Two Crore Forty Lakh) Equity Share of 10/- each and 4,00,000 (Four Lakh) Preference Share of 10/- each.

The paid-up Equity Share Capital as on March 31, 2026 was 21,96,36,200/- (Rupees Twenty One Crore Ninety Six Lakh thirty-six Thousand two Hundred Only). During the year, the Company has allotted 55,44,280 equity shares pursuant to the conversion of warrants as detailed below.

Preferential Issue of Warrants:

During the FY 2023-24, the Company had issued and allotted 1,20,28,562 Share Warrants each convertible into or exchangeable for one fully paid up equity share of ? 10 each of the Company on preferential basis pursuant to approval of shareholders at their 26th Annual General Meeting ('AGM') held on September 25, 2023, in accordance with the applicable provisions of the Companies Act,2013 read with rules made thereunder, and applicable provisions of the Securities Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended.

Further, the amounts so raised have been utilized by the Company for the purposes for which these funds were raised and there is no deviation/variation in use of funds raised.

The Company had completed the conversion of 1,16,71,420 share warrants (out of the 1,20,28,562 share warrants issued and allotted dur ing FY 2023-24) into an equal number of fully paid-up equity shares of face value ?10 each. The conversion was carried out in four tranches, as detailed below:

The above conversions were undertaken pursuant to the preferential allotment approved by the shareholders at the 26th Annual General Meeting held on September 25, 2023, and in compliance with the applicable provisions of the Companies Act, 2013, read with the rules made thereunder, and the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended.

The balance 3,57,142 share warrants were not converted due to non-payment of the balance subscription amount within the stipulated time and have accordingly been forfeited in accordance with the terms of the issue.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

DIRECTORS:

a) Composition of Board of Directors

As on the date of this report, the Board of Directors of the Company comprised of Six Directors, with Two Executive and Four Non-Executive Directors, including three Independent Directors. The Board is duly constituted under the applicable provisions of the Act and the Listing Regulations.

The composition of the Board of Directors is as below:

b) Appointment/Re-appointment of Directors:

Appointment:

Mr. Rajesh Tuteja was appointed as an Additional Director (Independent Director) by the Board of Directors with effect from August 5, 2025. In the opinion of the Board, he possesses the requisite integrity, experience, skills, expertise, and proficiency required for the position of an Independent Director. Accordingly, a resolution for the regularization of his appointment as an Independent Director was placed before the Shareholders at the previous Annual General Meeting (AGM), and the same was duly approved by the Shareholders of the Company.

Reappointment:

In terms of the applicable provisions of the Act and the Listing Regulations, (including any statutory modifications and reenactment thereof, for the time being in force) and on the basis recommendations of the Nomination and Remuneration Committee and the Board of Directors, the Shareholders in the previous Annual General Meeting approved the:

a. re-appointment of Mr. Deepak Garg (DIN: 00843929) as Managing Director of the Company for a further period of five years, on expiry of her present term of office i.e. with effect from March 09, 2026 to March 08,2031. b. re-appointment of Mr. Manohar Lal (DIN: 02406686) as Whole-Time Director of the Company for a further period of five years, on expiry of her present term of office i.e. with effect from March 09,2026 to March 08, 2031 and liable to retire by rotation. c. re-appointment of Mrs. Preet Kamal Kaur Bhatia (DIN: 07070977) and Mr. Puneet Bhandari (DIN: 03625316) as Independent Director for a second term of five years w.e.f. March 9, 2026 to March 08, 2031 and in the opinion of the Board, they possess the requisite integrity, experience, skills, expertise and proficiency.

RETIRE BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013 ('Act') and Articles of Association of the Company, Mr. Ramesh Kumar (DIN: 07684009), Non-Executive Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment. The Board recommends his re-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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') relating to the Director proposed to be re-appointed is annexed to the notice convening the AGM.

MEETINGS OF BOARD OF DIRECTORS

During the year under review, Eleven (11) Board Meetings were held on May 26, 2025, June 13, 2025, July 08, 2025, July 22, 2025, August 05, 2025, August 12, 2025, September 03, 2025, November 12, 2025, January 27, 2026, February 11, 2026 and March 30, 2026. The provisions of Companies Act, 2013 were adhered while considering the time gap between two such meetings.

The details of the attendance record of the Directors at the Board Meetings and AGM held during the financial year ended on March 31, 2026 are as under:

*Appointed as an Independent director w.e.f. 05th August,2025.

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:

? Resigned from the post of Company Secretary & Compliance Officer of the Company w.e.f. 14th June, 2025

Appointed as the Company Secretary & Compliance Officer of the Company w.e.f. 08th July, 2025. Later, he resigned from the post of Company Secretary & Compliance Officer of the Company w.e.f. 17th July, 2026.

& Appointed as the Company Secretary & Compliance Officer of the Company w.e.f. 12th August, 2026.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder Relationship Committee

4. Corporate Social Responsibility Committee

5. Preferential Issue Committee

6. Banking and Finance Committee

BOARD COMMITTEES

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

5. Preferential Issue Committee

6. Banking and Finance 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 applicable provisions of the Listing Regulations. The Audit Committee comprises of non-executive Directors including Independent Directors as its Member. The Chairman of the committee is Independent Director. The Company Secretary is acting as the Secretary to the Audit Committee. All the recommendations made by the Audit Committee were accepted and implemented by the Board of Directors of the Company.

The Composition of the Audit Committee is given herein below as on March 31, 2026:

During the period under review Eight (8) meetings were held on May 26, 2025, July 22, 2025, August 12, 2025, September 03, 2025, November 12, 2025, January 27, 2026, February 11, 2026 and March 30, 2026.

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, 2026 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 applicable provisions of the Listing Regulations. The Nomination and Remuneration Committee comprises of non-executive Directors including Independent Director as its members. The Company Secretary is acting as the Secretary to the Nomination and Remuneration Committee.

The Composition of the Nomination and Remuneration Committee as on March 31, 2026 is as under:

During the period under review Five (5) meetings were held on May 26, 2025, July 08, 2025, August 05, 2025, September 03, 2025 and March 28, 2026.

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, 2026 is as under:

STAKEHOLDER RELATIONSHIP COMMITTEE

In compliance of provisions of Section 178 of Act, the Board has constituted Stakeholders' Relationship Committee. The Stakeholders Relationship Committee ('SRC') is, inter-alia, 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, MUFG Intime India Private Limited (Formerly known as 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, within the prescribed time. Shareholders are requested to furnish their updated telephone numbers and e-mail addresses to facilitate prompt action.

The composition of Stakeholders Relationship Committee during as on 31st March 2026:

During the period under review only One (1) meeting was held on May 26, 2025.

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, 2026 is as under:

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee (CSR Committee) of the Company had been constituted and functions in accordance with provisions of Section 135 and schedule VII of the Act read with the Companies (Corporate Social Responsibility Policy) Rules 2014. The Company Secretary is acting as the Secretary to the CSR Committee.

The composition of CSR Committee as on 31st March 2026:

Date of meeting and attendance of CSR Committee Meetings:

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. The Company's CSR policy provides guidelines to conduct CSR activities of the Company. The salient features of the Policy forms part of the Annual Report on CSR activities and annexed herewith as Annexure - C forming integral part of this report.

During the year under review, there were no changes in the CSR Policy and the same is available on the Company's website at https://abcotspin.co.in/policies-and-code-of-conduct/ .

MEETINGS OF THE SHAREHOLDERS

During the period under review, Following General Meetings of the shareholder of the Company held:

No Extra Ordinary General Meeting of the Members of the Company was held during the Financial Year 2025-26.

Resolution Passed Through Postal Ballot Process

During the financial year under review, the Company conducted three postal ballots for seeking approval of the Members on the following resolutions, which were duly passed with the requisite majority:

1. Postal Ballot conducted on 30th April, 2025 Approval of A B Cotspin India Employees Stock Purchase Scheme - 2025

2. Postal Ballot conducted on 06th June, 2025 Migration of equity shares of the company from NSE emerge platform of National Stock Exchange of India Limited (emerge) to main board of National Stock Exchange of India Limited (NSE) To make an application of listing/trading of the company on main board of BSE Limited (BSE)

3. Postal Ballot conducted on 01st March, 2026 - Approval for material related party transactions with AB Cotton Textiles Private Limited

WOMEN DIRECTOR:

In accordance with the provisions of Section 149(1) of the Companies Act, 2013, read with Rule 3 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, including any statutory modification(s) or re-enactment(s) thereof for the time being in force, and other applicable provisions, if any, the Company has complied with the requirement of appointing at least one-woman director on its Board.

In line with this statutory requirement, Mrs. Preet Kamal Kaur Bhatia (DIN: 07070977) was appointed as a Non-Executive Independent Woman Director on the Board of the Company. Her appointment reflects the Company's commitment to promoting gender diversity and balanced representation at the Board level.

INDEPENDENT DIRECTORS' DECLARATION:

The Company has three Independent Directors on its Board, in compliance with the provisions of the Companies Act, 2013 and applicable rules and regulations. The details of the Independent Directors are as follows:

1. Mr. Puneet Bhandari (DIN: 03625316)

2. Mr. Rajesh Tuteja (DIN: 08952755)

3. Mr. Preet Kamal Kaur Bhatia (DIN: 07070977)

The Independent Directors have also submitted a declaration confirming that they meet the criteria of independence as specified under Section 149(6) of the Companies Act, 2013, and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015.

INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTOR

Pursuant to the provisions of Section 134(3) of the Companies Act, 2013, read with Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, the Board of Directors is required to state its opinion on the integrity, expertise, and experience (including proficiency) of the Independent Directors of the Company.

As the Company is a listed entity, the provisions of Section 149(4) of the Companies Act, 2013, relating to the appointment of Independent Directors are applicable. In compliance with these provisions, the Board has carried out a comprehensive evaluation of the integrity, expertise, and experience of all Independent Directors.

The Board confirms that each of the Independent Directors possesses the necessary qualifications, skills, and experience required for their role. Their professional background, in-depth knowledge, and expertise in diverse sectors further contribute to the strategic and operational objectives of the Company. Furthermore, the Independent Directors have demonstrated the requisite proficiency as per the criteria laid out under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and have actively contributed to the governance framework of the Company.

The Board is of the opinion that the Independent Directors meet the independence criteria under Section 149(6) of the Companies Act, 2013, and have the necessary competence to discharge their duties effectively and independently.

PERFORMANCE EVALUATION OF BOARD

In terms of the provisions of the Section 178(2) of the Act and applicable provisions of the Listing regulations read with relevant circulars issued in this regard, the Board has adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual directors, including the Chairman of the Board. A structured questionnaire was prepared and circulated to the Directors for each of the evaluation.

Performance of the Board was evaluated by each Director on the parameters such as Structure and Composition of Board, Meetings of the Board, Functions of the Board, Board & Management etc.

Board Committees were evaluated on the parameters such as Mandate and Composition of Committee, Effectiveness of the Committee, Structure of the Committee and meetings, Independence of the Committee from the Board, Contribution to decisions of the Board etc.

Performance of the Chairman was evaluated by Independent Directors taking into account the views of executive Directors and non-executive Directors, on the parameters such as Knowledge and Competency, Fulfilment of Functions, Ability to function as a team, Initiative, Availability and attendance, Commitment, Contribution, Integrity, Impartiality, Commitment, Ability to keep shareholders' interests in mind etc.

Pursuant to the provisions of Section 149(8) of the Companies Act, 2013 read with Schedule IV of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has devised a formal framework for performance evaluation of the Board, its Committees, and individual Directors, including Independent Directors.

In accordance with this framework, performance evaluations from all the Independent Directors were duly received. The evaluation was carried out through a structured questionnaire which covered various aspects such as:

1 Participation in Board and Committee meetings; Understanding of the Company's business and regulatory environment; Contribution to strategic decision-making; Safeguarding the interest of stakeholders; Upholding high standards of integrity and governance; Active engagement in the functioning and effectiveness of the Board.

During the financial year under review, a separate meeting of the Independent Directors of the Company was held on March 31, 2026, in accordance with the applicable provisions of the Companies Act, 2013. The Independent Directors, inter alia, reviewed the performance of the Board as a whole, the performance of the Chairperson of the Company and assessed the quality, quantity and timeliness of flow of information between the management of the Company and the Board.

Despite the exemption, the Board of Directors remains committed to sound governance practices. The feedback received from the Independent Directors during the evaluation process has been duly considered to enhance the effectiveness of the Board and its committees.

The Board is of the view that the Independent Directors have performed their roles with diligence and provided valuable guidance and independent judgment in the interest of the Company and its stakeholders. Outcome of the evaluation was submitted to the Chairman of the Company. The Directors discussed and expressed their satisfaction with the entire evaluation process.

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.co.in/annual-return/ .

COMPANY'S POLICY ON DIRECTOR'S, KMPS & OTHER EMPLOYEES APPOINTMENT & REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATION, ATTRIBUTES, INDEPENDENCE, ETC.:

The provisions of Section 178 of the Act 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, remuneration for the Directors, Key Managerial Personnel and other employees of the Company.

The salient features of the Policy are outlined as follows:

Provides guidelines for the appointment and re-appointment of Directors. Establishes criteria for determining the qualifications, positive attributes, and independence required for the appointment of directors. Specifies the parameters for remuneration of Independent Directors and Non-Executive Directors, including sitting fees and other forms of compensation. Defines the framework for remuneration of Whole-time Directors, Managing Director, Key Managerial Personnel (KMPs), and other employees, encompassing fixed salary, benefits, perquisites, performance-linked incentives, commission, and retirement benefits.

During the period under review, there was no change in the Policy. The Policy may be accessed on the Company's website at the web link: https://abcotspin.co.in/policies-and-code-of-conduct/ .

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to provision of Section 134(5) of the Companies Act, 2013, the Board of Directors confirms:

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 Companies Act, 2013 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.

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, 2025. 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.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT:

During the year under review, no company became or ceased to be a joint venture or associate company of the Company.

However, the Company has incorporated a Wholly Owned Subsidiary named KKML Welfare Foundation on April 2, 2024. Further, no company ceased to be a subsidiary of the Company during the year.

In compliance with the provisions of Section 129(3) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the subsidiary, associate companies, and joint ventures in the prescribed Form AOC-1 is annexed to this Report as Annexure- D.

DEPOSITS:

Pursuant to Sections 73 to 76 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014, the Company is permitted to accept deposits from its members, directors, their relatives, and the public (in eligible cases), subject to compliance with relevant conditions.

However, during the year under review, the Company has not accepted any deposits from the public, its members, directors, or their relatives. No amounts were outstanding as deposits at the beginning or end of the financial year. Therefore, the Company has fully complied with the applicable provisions under the Companies Act, 2013.

Below is a summary table:

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

During the year under review, your Company has not made any loans, given any guarantees, or made any investments falling under the purview of Section 186 of the Companies Act, 2013. Accordingly, no disclosures are required under the said section in the financial statements for the year ended March 31, 2026.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year, all contracts, arrangements, and transactions entered into by the Company with related parties were conducted in compliance with the relevant provisions of the Act and applicable provisions of the Listing Regulations. The Company obtained the necessary approvals from the Audit Committee, the Board of Directors or the Shareholders, as required, for all Related Party Transactions. For transactions that were foreseeable and of a repetitive nature, prior omnibus approval from the Audit Committee was secured.

Additionally, the Company entered into related party transactions which were deemed to be material under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and/or the Companies Act, 2013, and requisite approval of the Board of Directors and shareholders had been obtained in accordance with the applicable provisions of the said Regulations and the Act. The Policy on Related Party Transactions, as approved by the Board of Directors, is available on the Company's website at https://abcotspin.co.in/policies-and-code-of-conduct/

All the related party transactions entered during the year were in the ordinary course of business and on arm's length basis and thus form AOC-2 is not included in this report, however, during the financial year, certain material related party transactions were entered, details of which are provided in Form AOC-2. However, details of related party transactions and the names of related parties are disclosed in the Note No. 31 to the financial statements.

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

The information in accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outage are under:

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RISK MANAGEMENT

Your Company has a Risk Management Policy which identifies and evaluates business risks and opportunities which in the opinion of the Board may threaten the existence of the Company. 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.co.in/policies-and-code-of-conduct/ .

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 read with Regulation 4(2) of the Listing Regulations 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 and other policies adopted by the Company.

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 other applicable provisions of the Listing Regulations and may be accessed on the Company's website at the weblink: https://abcotspin.co.in/policies-and-code-of-conduct/ . This mechanism 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 in this regard, during the year.

DISCLOSURES UNDER SEXUAL HARASSMENT 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.

Internal Complaints Committee (ICC):

To ensure compliance with the Act and effective implementation of the policy, the Company has constituted an Internal Committee (IC), comprising the following members as on 31st March, 2026:

The Committee is responsible for addressing complaints of sexual harassment and ensuring a safe, inclusive, and supportive workplace environment for all employees.

Statutory Disclosures:

The details regarding sexual harassment complaints for the financial year 2025-26 are as follows:

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:

During the year under review, there were no significant or material orders passed by any regulator, court or tribunal which could have an impact on the going concern status of the Company or its operations in the future.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in prescribed format and annexed herewith as Annexure- E to this Report.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Annual Report. Further, the Report is being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, any shareholder interested in obtaining a copy thereof may write to the Company Secretary of the Company at cs@abcotspin.in.

NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR

As on March 31, 2026, the number of employees of the Company stood as 370, the category is mentioned below:

AUDITORS AND AUDITOR'S REPORT

A. 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 25th Annual General meeting (AGM) held on September 26, 2022 until the conclusion of the 30th AGM of the Company.

RESERVATION AND QUALIFICATION ON AUDITOR'S REMARKS

The Auditors Report on the financial statements of the Company for the financial year ended March 31, 2026, read together with the Annexures thereto, contains a qualification in relation to the audit trail (edit log) facility in the accounting software used by the Company for maintaining its books of account. The audit trail feature was operated by the Company with effect from May 20, 2025 for the relevant transactions recorded in the accounting software. The Statutory Auditors have reported that, based on their examination, including test checks, they did not notice any instance of tampering with the audit trail during the course of their audit and that the audit trail has been preserved by the Company and its branches in accordance with the statutory requirements for record retention.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITOR

There are no frauds reported for the period under review by the Statutory Auditor under section 143(12) of the Act read with Rules framed thereunder and hence, the said disclosure requirements are not applicable.

B. SECRETARIAL AUDITOR

In terms of Sections 179 and 204 of the Companies Act, 2013 and the rules made thereunder, and based on the recommendation of the Audit Committee, M/s DR Associates, Company Secretaries have been appointed as Secretarial Auditors of the Company for a period of five (5) consecutive financial years commencing from Financial Year 2025-26 and ending with Financial Year 2029-30.

The Secretarial Audit Report for the financial year ended on March 31, 2026 received from M/s DR Associates, Company Secretaries, Secretarial Auditor of the Company is annexed herewith marked as Annexure F to this Report.

The Secretarial Audit Report for the financial year ended March 31, 2026, as issued by the Secretarial Auditor, contains an observation regarding non-operation of the audit trail feature in the accounting software used by the Company for maintaining its books of account, as required under Rule 3 of the Companies (Accounts) Rules, 2014, up to May 19, 2025. The Company has subsequently operated the audit trail feature with effect from May 20, 2025.

There are no frauds reported for the period under review by the Secretarial Auditor under section 143(12) of the Act read with Rules framed thereunder and hence, the said disclosure requirements are not applicable.

C. COST AUDITOR

M/s Jain Sharma & Associates, Cost Accountants (FRN: 000270), on recommendation of the Audit Committee, were appointed as Cost Auditor of the Company by the Board of Directors in its meeting held on September 03, 2025 for the financial year 2025-26 as per provision of Section 148 of the Act read with Rules framed thereunder.

The cost audit report for the financial year 2025-26 is self-explanatory and does not contain any qualification, reservation, adverse remark or disclaimers.

There are no frauds reported for the period under review by the Cost Auditor under section 143(12) of the Act read with Rules framed thereunder and hence, the said disclosure requirements are not applicable.

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 (Audit and Auditors) 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 2026-27. The Cost Auditor conducts the Cost audit of the functions and operations of the Company and reports to the Audit Committee and Board.

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) for the financial year 2026-27, is included at Item No.3 of the Notice of the ensuing Annual General Meeting.

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 read with applicable Rules framed thereunder.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions, the Company is required to appoint an Internal Auditor to conduct the internal audit of its functions and activities.

In compliance with the applicable provisions, the Board of Directors, at its meeting held on May 26, 2025, re-appointed Mr. Niti Rajan Bansal, Practising Chartered Accountant, as the Internal Auditor of the Company for conducting the internal audit of the records maintained by the Company for the financial year 2025-26.

The Internal Auditor conducts the internal audit of the Company's records and provides observations and recommendations, wherever applicable, for strengthening the internal control systems and improving the efficiency of the Company's operations. The Internal Audit reports are placed before the Audit Committee for its review and consideration.

Further, the Board of Directors, at its meeting held on May 27, 2026, re-appointed Mr. Niti Rajan Bansal, Practising Chartered Accountant, as the Internal Auditor of the Company for conducting the internal audit of the records maintained by the Company for the financial year 2026-27.

The Board is of the view that the internal audit function provides an effective mechanism for monitoring the adequacy and effectiveness of the Company's internal controls, processes and systems.

SECRETARIAL STANDARDS 1 AND 2

During the financial year under review, all meetings of the Board of Directors and the General Meetings of the Company were duly convened, held, and conducted in accordance with the applicable provisions of the Companies Act, 2013 and in strict compliance with the Secretarial Standard on Meetings of the Board of Directors (SS-1) and the Secretarial Standard on General Meetings (SS-2), as issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government.

2024, and has ensured that all Board and General Meetings during the year were conducted in accordance with the amended provisions and best governance practices outlined therein.

The Board reiterates the Company's ongoing commitment to the highest standards of corporate governance, regulatory compliance, and ethical conduct in all aspects of its operations.

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

During the period under review, there has been no case made or proceedings pending under the Insolvency and Bankruptcy Code, 2016. Hence, the said clause is NOT APPLICABLE to the company.

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.

During the period under review, the company has not made any one-time Settlement with any party/ies. Further, there was no instance of valuation of amount for settlement of loan(s) from Banks and Financial Institutions during the financial year under review.

AUDIT TRAIL IN THE ACCOUNTING SOFTWARE

The Ministry of Company Affairs (MCA) vide its notification dated March 24, 2021 and subsequent notification dated April 1, 2022, has made it mandatory for every company to fulfil the requirement of an audit trail feature in their accounting software from April 1st, 2023.

As per the above-mentioned notification, the company has fulfilled the requirement for an audit trail feature in its accounting software during the reporting period.

BRIEF ABOUT AUDIT TRAIL

Audit Trail (also called audit log) is a security-relevant chronological record, set of records, and/or destination and source of records that provide documentary evidence of the sequence of activities that have affected at any time a specific operation, procedure, event, or device. An audit trail can further be described as a step-by-step sequential record that provides evidence of documented history of a transaction by which the accounting, trade details, or other financial data can be traced to their source. Audit trails are used to verify and track many types of transactions, including accounting transactions and trades in brokerage accounts.

In accounting terms, it refers to documentation of detailed transactions supporting summary ledger entries. This documentation may be on paper or on electronic records.

56. DESIGNATED PERSON FOR REPORTING OF SIGNIFICANCE BENEFICIARY OWNER

Pursuant to the notification issued by the Ministry of Corporate Affairs dated October 27, 2023, introducing Sub-Rules (4) to (8) in Rule 9 of the Companies (Management and Administration) Second Amendment Rules, 2023, every company is required to designate a person responsible for furnishing information to the Registrar with respect to beneficial interest in shares under the provisions of Section 90 of the Companies Act, 2013 read with the Companies (Significant Beneficial Owners) Rules, 2018.

During the reporting period, the Company does not have any individual who holds beneficial interest, directly or indirectly, in such a manner so as to qualify as a Significant Beneficial Owner (SBO) under the aforesaid provisions. Accordingly, no SBO-related declarations, filings, or disclosures were required to be made by the Company during the financial year.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Ministry of Corporate Affairs, vide Notification G.S.R. 357(E) dated May 30, 2025, introduced the Companies (Accounts) Second Amendment Rules, 2025, thereby amending the Companies (Accounts) Rules, 2014. These amendments, effective from July 14, 2025, mandate enhanced disclosures and compliance reporting with respect to the Maternity Benefit Act, 1961.

Accordingly, the Board of Directors of the Company confirms that:

The Company has duly complied with all the applicable provisions of the Maternity Benefit Act, 1961, including but not limited to, the grant of paid maternity leave, nursing breaks, protection against dismissal during maternity leave, and creche facilities (where applicable). The Company remains committed to maintaining a safe and inclusive workplace for women employees.

DISCLOSURE OF OUTSTANDING DUES TO MICRO AND SMALL ENTERPRISES (MSMEs)

In accordance with the provisions of Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006, and the corresponding reporting obligations under the Companies Act, 2013, read with MCA Circular No. 01/2019 dated 21st January 2019, and the amendments reflected in Form MSME-1 and AOC-4 instructions, the Company has identified suppliers registered under the MSMED Act.

The following is the summary of disclosures pertaining to amounts due to Micro and Small Enterprises as on 31st March 2026:

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.

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.

For and on behalf of the Board A B Cotspin India Limited

Sd/- Deepak Garg Chairman and Managing Director DIN: 00843929 Place: Bathinda, Punjab Date: September 03, 2026