Your directors are pleased to present their 29^th (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 31^st 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 31^st March, 2026 is summarized as under:

KEY FINANCIAL RATIOS (STANDALONE)

STATE OF COMPANY’S AFFAIRS

The Revenue from its business and operations for the financial year ended 31^st 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.

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 @i n.mpws.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 j ointly 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, subj ect to a minimum discount

of 10% 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, Goniana Road, Near Lake-
3, 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:

4- 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.

4- 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 26^th 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 during 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 26^th 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 re¬
enactment 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. 05 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. 14^th June, 2025

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

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

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 31^st 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 31^st 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
athttps://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 30^th April, 2025 -

Approval of A B Cotspin India Employees Stock Purchase Scheme - 2025

2.    Postal Ballot conducted on 06^th 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 01^st 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:

•    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 linkhttps://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 athttps://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 A0C-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 outgo are under:

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 HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION.
PROHIBITION & REDRESSAL) ACT, 2013

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

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

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[email protected].

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

RESERVATION AND QUALIFICATION ON AUDITOR’S REMARKS

The Auditors’ Report 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 Fto 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.

The Company has also adopted the revised Secretarial Standards (SS-1 and SS-2), which came into effect from 1st April,
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 21^st
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 31^st 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

Your directors are pleased to present their 27^th Annual Report on the business and operations of the Company together with the audited financial statements for the financial year ended on 31^st March, 2024.

FINANCIAL RESULTS

The financial performance of the Company for the year ended 31^st March, 2024 is summarized as under:

STATE OF COMPANY''S AFFAIRS

The Revenue from its business and operations for the financial year ended 31^st March, 2024 is ^ 25,576.55/- Lacs as against ^ 16910.01 /- Lacs in the previous financial year.

The Company has earned other income during the financial year of ^ 120.23/- Lacs as against ^ 55.75/- Lacs in the previous financial year and the Company has earned profit after tax of ^ 669.84/-Lacs as compared to profit after tax of ^ 193.30/-Lacs in the previous financial year.

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

DIVIDEND

With a view to conserve the profits, the Board of Directors decided not to recommend any dividend for the financial year 2023-24.

RESERVES

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

Total reserve and Surplus of the Company has been increased to ^ 3703.3 Lacs on March 31, 2024 from ^ 2995.91 Lacs on March 31, 2023.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

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

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/.

LISTING OF SHARES

The Equity Shares in the Company are continued to be listed with NSE EMERGE Platform and in dematerialized form. The ISIN No. of the Company is INE08PH01015.

SHARE CAPITAL OF THE COMPANY

During the period under review:

J- Authorised Share Capital increased from Rs. 11,40,00,000 (Rupees Eleven Crores Forty Lakhs) divided into 1,10,00,000 (One Crore Ten Lakh) Equity Share of ^ 10/- each and 4,00,000 (Four Lakh) Preference Share of ^ 10/- each to ^ 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 by creation of additional 1,30,00,000 (One Crore Thirty Lakh Only) Equity Shares of Rs. 10/- each ranking pari passu with the existing Equity Shares of the Company in all respects.

-I- The paid-up Equity Share Capital as on March 31, 2024 was 10,29,22,000/- (Rupees Ten Crore Twenty-Nine Lakh Twenty-Two Thousand Only) and in earlier years, the Company has forfeited the 3,92,000 (Three Lakh Ninety-Two Thousand) Equity Shares of ^ 5 /- which was not yet issued.

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 Annual General Meeting (AGM) held on September 25, 2023 in accordance with the applicable provisions of the Act read with rules made thereunder, and applicable provisions of the Securities Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

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.

NUMBERS AND DATE OF MEETINGS

Regular meetings of the Board and its Committees are held to discuss and decide on various business policies, strategies, financial matters and other businesses. Due to business exigencies, the Board has also been approving several proposals through resolution by circulation from time to time.

During the year under review, eight (08) Board Meetings were held on May 30, 2023, August 08, 2023, August 25, 2023, October 30, 2023, November 10, 2023, December 22, 2023, January 06, 2024 and February 07, 2024. The provisions of Companies Act, 2013 were adhered while considering the time gap between two such meetings.

The details of composition of the Board and the attendance record of the Directors at the Board Meetings and AGM held during the financial year ended on March 31, 2024 is as under:

GENERAL MEETINGS

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) DIRECTORS:

a) Composition of Board of Directors

As on March 31, 2024, the Board of Directors of the Company comprised of Five Directors, with Two Executive and Three Non-Executive Directors, which includes two Independent Directors.

The composition of the Board of Directors is as below:

b) Retire by Rotation: In accordance with the provisions of Section 152 of the Act and Articles of Association of the Company, Mr. Ramesh Kumar (DIN: 07684009) Non-Executive Director of the Company, retires by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, offers himself for reappointment. The Board recommends his appointment for the consideration of the members of the Company at the ensuing Annual General Meeting.

A brief profile, expertise of Director and other details as required under the Act, Secretarial Standard-2 and 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.

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

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

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

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

KEY MANAGERIAL PERSONNEL:

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

BOARD COMMITTES

The Committees of the Board of Directors of the Company plays vital role in the governance and focus on specific areas and make informed decisions within the delegated authority. Each Committee is governed by their respective terms of reference

which exhibit their composition, scope, powers, duties and responsibilities. The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder Relationship Committee

4. Corporate Social Responsibility Committee

5. *Preferential Issue Committee

*Constituted on 25.08.2023

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. 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.

During the period under review four (4) meetings were held on May 30, 2023, August 25, 2023, November 10, 2023 and February 07, 2024.

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, 2024 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. 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.

During the period under review two (2) meetings were held on May 30, 2023 and August 25, 2023.

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, 2024 is as under:

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

The provisions of Section 178 of the Companies Act, 2013 relating to the Nomination and Remuneration Committee are applicable to our Company and hence the NRC Committee of the Company has devised policy relating to appointment of directors, payment of managerial remuneration, directors'' contribution, positive attributes, Independence of Directors and other related matters as provided under section 178(3) of the Companies Act, 2013.

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, 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 were no substantive changes 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/.

STAKEHOLDER RELATIONSHIP COMMITTEE

In compliance of provisions of Section 178 of Companies Act, 2013, the Board has constituted Stakeholders'' Relationship Committee. The Stakeholders Relationship Committee 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, Link Intime India Private Limited attends to all grievances of the shareholders received directly or through SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies, etc.

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

During the period under review only One (1) meeting was held on May 30, 2023.

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, 2024 is as under:

CORPORATE SOCIAL RESPONSIBILITY

The Company continues to believe in operating and growing its business in a socially responsible way. This belief forms the core of the CSR policy of the Company that drives it to focus on holistic development of its host community and immediate social and environmental surroundings qualitatively. 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 - A 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/.

PERFORMANCE EVALUATION OF BOARD

In terms of the provisions of the Section 178(2) of the Act, 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.

Directors were also evaluated individually by all other Directors (except the Director himself) on the parameters such as Knowledge and Competency, Fulfilment of Functions, Ability to function as a team, Initiative, Availability and attendance, Commitment, Contribution, Integrity etc.

The performance evaluation of the Directors was completed during the year under review. The Independent Directors of the Company have held one meeting during the year on March 30, 2024, without the presence of Non-Independent Directors and members of the management to review the performance of Non-Independent Directors and the Board of Directors as a whole. They also assessed the quality, content and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

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

AUDITORS AND AUDITOR''S 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 25^th Annual General meeting (AGM) held on September 26, 2022 until the conclusion of the 30^th AGM of the Company.

RESERVATION AND QUALIFICATION ON AUDITOR''S REMARKS

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

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITOR

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

B. SECRETARIAL AUDITOR

In terms of Sections 179 and 204 of the Companies Act, 2013 and Rules made thereunder, M/s DR Associates, Company Secretaries were appointed as Secretarial Auditors for the financial year 2023-24.

The Secretarial Audit Report for the financial year ended on March 31, 2024 received from M/s DR Associates, Company Secretaries, Secretarial Auditor of the Company is annexed herewith marked as Annexure B to this Report.

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

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 August 25, 2023 for the financial year 2023-24 as per provision of Section 148 of the Companies Act, 2013.

The cost audit report for the financial year 2023-24 is self-explanatory and does not contain any qualification, reservation, adverse remark or disclaimers.

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 2024-25. 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 2024-25, is included at Item No.3 of the Notice of the ensuing Annual General Meeting.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

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

During the year under review, your Company has made Loans, given guarantees and made investments in compliance to the provisions of Section 186 of the Companies Act, 2013 and details of which along with the purpose of utilisation of loan given, guarantee provided, are given in the Note no. 7 and 17 to the financial statements.

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 Companies Act and SEBI Listing Regulations. The Company obtained the necessary approvals from the Audit Committee and the Board, as required, for all Related Party Transactions. For transactions that were foreseeable and of a repetitive nature, prior omnibus approval from the Audit Committee and the Board was secured.

Additionally, the Company did not engage in any related party transactions that could be deemed material under SEBI Listing Regulations or the Companies 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/

There are no transactions falling under sub-section (1) of Section 188 of the Companies Act that need to be reported in Form AOC-2, and thus this form is not included in this report. However, details of related party transactions and the names of related parties are disclosed in the Notes to the financial statements as per Indian Accounting Standards 18.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to provision of Section 134(5) of the Companies Act, 2013, the Board, 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 Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

INDUSTRIAL RELATIONS

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

COMPLIANCE WITH SECRETARIAL STANDARDS

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

CORPORATE GOVERNANCE

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

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

MAINTENANCE OF COST RECORDS

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 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-C to this Report.

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 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 [email protected].

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, 2024. These controls have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls for ensuring reliability of financial reporting, monitoring of operations. During the year, such controls were tested and no reportable weaknesses in the design or operations were observed.

RISK MANAGEMENT

Your Company has a Risk Management Policy which identifies and evaluates business risks and opportunities 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/.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

During the period under review, there is no Company which have become or ceased to be its joint venture or associate company during the year.

At present, your Company has incorporated a wholly owned Subsidiary Company with the name of KKML Welfare Foundation on April 02, 2024 and it has not commenced its operation yet. Further, no company has ceased to be a subsidiary of the Company during the year under review.

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 outgo are under:

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

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

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

During the financial year ended 31st March, 2024, no case of sexual harassment and discriminatory employment complaints were reported.

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

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

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

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

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

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

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

ENVIRONMENT, HEALTH AND SAFETY

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

OTHER STATUTORY DISCLOSURES

During the year under review:

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

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

3. No Sweat Equity shares were issued.

4. Neither the Managing Director nor the Whole time Director of your Company received any remuneration or commission from any of its subsidiaries, as your Company doesn''t have any subsidiary Company as on March 31, 2024.

5. No deposits have been accepted by the Company from the public. The Company had no outstanding, unpaid or unclaimed public deposits at the beginning and end of FY 2023-24.

6. No Change in nature of Business of Company.

7. Apart from the opening of a new branch office and as disclosed in this Report, there are no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

CAUTIONARY STATEMENT

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

ACKNOWLEDGMENT

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

For and on behalf of the Board

Deepak Garg

Chairman and Managing Director DIN: 00843929 Bathinda, Punjab 23 August, 2024

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

FINANCIAL RESULTS

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

STATE OF COMPANY’S AFFAIRS

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

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

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

DIVIDEND

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

RESERVES

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

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

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

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

CREDIT RATING

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

ANNUAL RETURN

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

SHARE CAPITAL OF THE COMPANY

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

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

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

NUMBERS AND DATE OF MEETINGS

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

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

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

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

The composition of the Board of Directors is as below:

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

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

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

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

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

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

KEY MANAGERIAL PERSONNEL:

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

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

BOARD COMMITTES

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

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder Relationship Committee

4. Corporate Social Responsibility Committee

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

AUDIT COMMITTEE

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

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

• Reviewing the procedures of financial reporting

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

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

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

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

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

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

• scrutiny of inter-corporate loans and investments;

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

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

NOMINATION AND REMUNERATION COMMITTEE

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

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

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

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

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

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

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

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

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

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

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

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

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

STAKEHOLDER RELATIONSHIP COMMITTEE

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

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

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

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

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

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

PERFORMANCE EVALUATION OF BOARD

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

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

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

AUDITORS AND AUDITOR’S REPORTA. STATUTORY AUDITOR

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

RESERVATION AND QUALIFICATION ON AUDITOR’S REMARKS

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

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITOR

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

B. SECRETARIAL AUDITOR

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

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

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

C. COST AUDITOR

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

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

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

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

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

DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

INDUSTRIAL RELATIONS

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

COMPLIANCE WITH SECRETARIAL STANDARDS

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

CORPORATE GOVERNANCE

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

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

MAINTENANCE OF COST RECORDS

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

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

INTERNAL FINANCIAL CONTROLS

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

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

RISK MANAGEMENT

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

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

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

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

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

A. CONSERVATION OF ENERGY:

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

B. TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT:

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

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

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

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

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

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

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

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

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

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

VIGIL MECHANISM

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

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

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

ENVIRONMENT, HEALTH AND SAFETY

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

OTHER STATUTORY DISCLOSURES

During the year under review:

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

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

3. No Sweat Equity shares were issued.

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

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

6. No Change in nature of Business of Company.

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

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

CAUTIONARY STATEMENT

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

ACKNOWLEDGMENT

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