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Indo Cotspin Ltd			Industry : Textiles - Cotton/Blended


BSE Code:	538838	NSE Symbol:	Not Listed	P/E(TTM):	280

ISIN Demat:	INE407P01017	Div & Yield %:	0	EPS(TTM):	0.1

Book Value(Rs):	10.274197	Market Cap ( Cr.):	19.99	Face Value(Rs):	10

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To,

The Members of Indo Cotspin Limited

Your directors have pleasure in presenting the 32nd Directors' Report on the Business and Operations of the Company together with the Audited Financial Statements and the Auditors' Report for the financial year ended 31st March, 2026.

1. Financial Performance:

(In Lakhs INR)

Particulars	Financial Year 2025-2026	Financial Year 2024-2025
Revenue from Operations	2461.23	2493.82
Other Income	0.6198	34.60
T otal Revenue	2461.85	2528.42
Cost of material Consumed	1602.93	1195.00
Purchase of Stock-in-Trade	521.43	936.16
Change in Inventories of finished goods, stock-in trade and work in progress	(6.9843)	16.62
Employee Benefit Expenses	61.64	49.70
Finance Cost	5.74	0.58
Depreciation and Amortization Expenses	48.50	55.55
Other Expenses	227.44	218.73
Total Expenses	2460.71	2472.34
Profit/ (loss) before tax	1.13	56.08
Current Tax	2.14	14.67
Deferred Tax	(0.27)	1.36
Profit for the year	(0.87)	40.05
Other Comprehensive Income	0
Total Comprehensive Income/(Loss) for the year	0
Earnings Per Share (Basic)	-0.01	0.58
Earnings Per Share (Diluted)	0	0.58

2. Extract of Annual Return:

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

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

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

4. Dividend:

The Board of Directors has not recommended any dividend for the financial year ended on 31st March, 2026. Since, the Board has considered it financially prudent in the long-term interest of the Company to re-invest the profits into the business of the Company to build a strong reserve base and to grow the business of the Company.

5. State of Company affairs and review of operations:

During the year under review, total revenue of the Company was Rs 2461.23 Lakh as against Rs. 2493.82 Lakh in the previous year. The Company was able to earn a profit before tax of Rs. 113,831.18 in the current financial year 2025-2026 as against a profit before Tax of Rs. 5,608,482.56 Lakh in the financial year2024-25. Your directors are putting in their best efforts to improve the performance of the Company.

6. Change in the nature of business:

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

7. Share Capital

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

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

8. Material Changes and Commitments Affecting the Financial Position of the Company

There have been no material changes or commitments affecting the financial position of the Company that have occurred between the end of the financial year, i.e. 31st March, 2026, and the date of this Report.

9. Revision of Financial Statement, if any

There is no revision in the Financial Statement for the Financial Year 2025-26.

10. Directors & Key Managerial Personnel:

A. Board of Directors:

DIN No / PAN	Name of Director	Designation	Date of Reappointment	Date of Resignation
00456189	Raj Pal Aggarwal	Whole Time Director	30-09-2021	NA
00456219	Bal Kishan Aggarwal	Managing Director	30-09-2026	NA
00456309	Arpan Aggarwal	Whole Time Director	21-09-2025	NA
03073407	Sanil Aggarwal	Whole Time Director	01-09-2026	NA
08390196	Shubham Singla	Independent Director	24-03-2029	NA
08392797	Shally Aggarwal	Women Independent Director	24-03-2029	NA

B. Changes in Directors are as follows: During the financial year under review, there was no change in the composition of the Board of Directors of the Company. No appointment, resignation, retirement, re-appointment, or cessation of any Director took place during the year.

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

o Mr. Divya Kapoor- Company Secretary and Compliance Officer* o Mr. Vijay Pal- Chief Financial Officer

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

E. Rotational Director: As per the provisions of the Companies Act, 2013, Mr. Arpan Aggarwal, Whole Time Director, whose office is liable to retire by rotation in accordance with the provision of Companies Act, 2013 and being eligible, offers herself for re-appointment at the 32nd Annual General Meeting of the Company.

11. Board Evaluation: -

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

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

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

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

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

12. Number of Meetings of the Board of Directors and Committee:

During the Financial Year under review, 06(six) meetings of the Board of Directors were held. The dates on which the said meetings were held:

1. 19th May 2025

2. 24th May 2025

3. 18th July 2025

4. 31st July 2025

5. 27th October 2025

6. 23rd January 2026

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

S. No.	Name of Director	Designation	No. of Board Meeting eligible to attend	No. of Meetings attended	No. of Meeting in which absent
1	Raj Pal Aggarwal	Whole time Director	06	06	0
2	Bal Kishan Aggarwal	Managing Director	06	06	0
3	Arpan Aggarwal	Whole time Director	06	06	0
4	Sanil Aggarwal	Whole time Director	06	06	0
5	Shubham Singla	Independent Director	06	06	0
6	Shally Aggarwal	Women Independent Director	06	06	0

13. Committees of the Board and other Committees: -

Currently, the Board has following committees: -

? Audit Committee;

? Nomination & Remuneration Committee;

? Stakeholder Relationship Committee:

14. Audit Committees:

The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013 and other applicable laws. The Audit Committee comprises of majority of the Independent Directors. All the members of the Committee have experience in financial matters. The Audit Committee is constituted in line to monitor and provide effective supervision of the management's financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity, and quality of Financial Reporting.

The details of the composition of the committee are set out in the following table: -

S. No.	Name	Status	Designation
1.	Mr. Shubham Singla	Independent Director	Chairman
2.	Ms. Shally Aggarwal	Independent Director	Member
3.	Mr. Rajpal Aggarwal	Executive Director	Member

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

1. 24th May 2025

2. 18th July 2025

3. 27th October 2025

4. 23rd January 2026

S. No.	Name of the Members	Designation	No. of Audit Committee Meetings attended during the year
1.	Mr. Shubham Singla	Chairman and Independent Director	4
2.	Ms. Shally Aggarwal	Member and Independent Director	4
3.	Mr. Rajpal Aggarwal	Member and Executive Director	4

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

Mr. Shubham Singla, Chairperson of the Audit Committee, was present at the Annual General Meeting of the Company held on 22nd August 2025

15. Nomination & Remuneration Committee:

The Nomination and Remuneration Committee of the Company is constituted/reconstituted in line with the provisions of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

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

S. No.	Name	Status	Designation
1.	Mr. Shubham Singla	Independent Director	Chairman
2.	Ms. Shally Aggarwal	Independent Director	Member
3.	Mr. Rajpal Aggarwal	Executive Director	Member

During the Financial Year under review 01 (One) meetings of the Nomination and Remuneration Committee were convened and held. The dates on which the said meetings were held:

1. 19-05-2025

S.No.	Name of the Members	Designation	No. of Nomination and Remuneration Committee Meetings attended during the year
1.	Mr. Shubham Singla	Chairman and Independent Director	1
2.	Ms. Shally Aggarwal	Member and Independent Director	1
3.	Mr. Rajpal Aggarwal	Member and Executive Director	1

During the year, all recommendations of the Nomination and Remuneration Committee were approved by the Board of Directors.

Ms. Shally Aggarwal Chairperson of the NRC was present at the Annual General Meeting of the Company held on 22nd August 2025.

16. Stakeholder Relationship Committee:

In compliance with the requirements of the Corporate Governance under the Listing Agreement with the Stock Exchange and the provisions of section 178 of the Companies Act, 2013, the Company has constituted an Stakeholders Relationship Committee” to specifically look into Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

The SRC Also review:

1. Review of measures taken for effective exercise of voting rights by shareholders.

2. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the [Registrar to an Issue and Share Transfer Agent].

3. review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

4. Resolving grievances of debenture holders related to creation of charge, payment of interest/principal, maintenance of security cover and any other covenants.

Our Company has constituted a Stakeholder Relationship Committee the details of the composition of the Committee are set out in the following table:

SR. No.	Name	Status	Designation
1.	Ms. Shally Aggarwal	Independent Director	Chairman
2.	Mr. Shubham Singla	Independent Director	Member
3.	Mr. Rajpal Aggarwal	Executive Director	Member

Ms. Shally Aggarwal Chairperson of Stakeholder Relationship Committee was present at the Annual General Meeting of the Company held on 22nd August 2025

During the Financial Year under review One (01) meetings of the Nomination and Remuneration Committee were convened and held. The dates on which the said meetings were held.

1. 20th September, 2025

S.No.	Name of the Members	Designation	No. of Nomination and Remuneration Committee Meetings attended during the year
1.	Ms. Shally Aggarwal	Chairman and Independent Director	01
2.	Mr. Shubham Singla	Member and Non- Executive Director	01
3.	Mr. Rajpal Aggarwal	Member and Executive Director	01

17. Separate Meeting of Independent Directors.

Independent Directors of the Company held their Separate meeting under Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV of Companies Act, 2013 on Thursday, 05 th March, 2026 at the registered office of the Company at Delhi Milestone 78 K.M, Nh-44, Opp. Village Jhattipur, Opp. ICD Jhattipur, Panipat, Panipat, Panipat, Haryana, India, 132103, to evaluate the performances.

18. Code of Conduct

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

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

All Independent Directors of the Company have given declaration to the Company under Section 149(7) read with Schedule IV of the Companies Act, 2013, that they meet the criteria of independence as provided in the Sub-section 6 of Section 149 of the act and also under Regulation 16(1)(b) of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015. In the opinion of the Board, the Independent Directors of the Company possess necessary expertise, integrity and experience.

In Pursuant to the regulation 26 of SEBI SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, None of the Independent Director on the Board of the Company serve as an Independent Director in more than seven (7) Listed Companies nor holds the position of Whole time Director in any Listed Company. Independent Directors of the Company have been appointed in accordance with the applicable provisions of the Companies Act, 2013 (“Act”) read with relevant rules.

20. Familiarization Programmes:-

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

21. Directors' Responsibility Statement: -

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

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

(b) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the year review;

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

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

(e) That the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and

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

22. Internal Financial Control Systems and their adequacy: -

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

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

23. No Frauds reported by Statutory Auditors: -

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

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

The particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 have been duly complied with and are disclosed in the Financial Statements.

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

During the preceding financial year, the Company has not entered into any related party transactions falling within the scope of Section 188(1) of the Companies Act, 2013. Accordingly, the disclosure in Form AOC-2, as required under clause (h) of sub-section (3) of Section 134 of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, is not applicable to the Company.

Further, the Company does not have any Subsidiary Company or Associate Company and is not a Subsidiary of any Holding Company. Accordingly, the disclosures required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company.

26. Auditors & Auditors' Report: - CQ Statutory Auditors

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

Cost Auditor

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

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

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed M/s. Vikas Verma & Associates, Company Secretaries, having its registered office at B- 502, Statesman House, 148, Barakhamba Road, New Delhi - 110001 as Secretarial Auditor for the year 2025-26. The Report of the Secretarial Audit is annexed herewith as “Annexure - I'' The said Secretarial Audit Report does not contain any qualification, reservations, adverse remarks and disclaimer.

ffl Internal Auditor

Pursuant to the provision of Section 138(1) of the companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions of the act, the Board of Directors appointed M/s R.S. Gahlyan & Associates., Chartered Accountants (FRN: 018972N) as an

Internal Auditor of the Company from the financial year 2022-2023 to 2025-26 in Board Meeting held on 02nd May, 2023.

27. Risk Management

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

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

28. Corporate Social Responsibility (CSR)

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

29. Deposits:

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

30. Transfer of unclaimed Dividend to Investor Education and Protection Fund (IEPF):

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

31. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

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

32. Ratio of Remuneration to each Director: -

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

33. Policy on Directors' Appointment and Remuneration and other details:-

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

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

34. Disclosure where a director receiving commission from Company is also the MD or WTD of holding/subsidiary, confirming no disqualification

None of the Directors of the Company received any commission from the Company during the financial year. Further, none of the Directors is disqualified from being appointed or continuing as a Director in terms of Section 164 of the Companies Act, 2013.

35. Subsidiaries. Joint Ventures and Associate Companies:

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

36. Mechanism / Whistle Blower Policy:

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

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

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

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

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual harassment. During the financial year under review. the Company has not received any complaints of sexual harassment from any of the women employees of the Company

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

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

40. Key Initiatives with Respect to Stakeholder Relationship. Customer Relationship. Environment. Sustainability. Health and Safety

The Company is committed to maintaining strong relationships with all its stakeholders through transparent communication and timely grievance redressal. It continues to focus on customer satisfaction by delivering quality products and services.

The Company conducts its operations in an environmentally responsible and sustainable manner by complying with applicable environmental laws and promoting efficient use of resources. Further, the Company ensures a safe and healthy workplace by implementing appropriate health and safety measures and adhering to all applicable statutory requirements.

41. Compliance with Secretarial Standards:

The Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and notified by the Central Government under Section 118(10) of the Companies Act, 2013.

42. Business Responsibility and Sustainability Report (BRSR):

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report (BRSR) is applicable to the top 1,000 listed entities by market capitalization. Further, BRSR Core has been made applicable in a phased manner to the top 1,000 listed entities.

SEBI, vide Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2025/42 dated March 28, 2025, has provided that Value Chain ESG disclosures under BRSR Core are applicable to the top 250 listed entities by market capitalization. The said circular also provides that such value chain disclosures are voluntary for the financial year 2025-26 and the assessment/assurance thereof shall be voluntary from the financial year 2026-27.

As the Company does not fall within the top 1,000 listed entities by market capitalization and is also not covered under the top 250 listed entities for Value Chain ESG disclosures, the provisions relating to BRSR, BRSR Core and Value Chain disclosures are not applicable to the Company for the financial year under review. Accordingly, the Business Responsibility and Sustainability Report does not form part of this Annual Report.

43. Management Discussion and Analysis Report:

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

44. Listing of Securities

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

45. Corporate Governance:

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

46. Statement on other Compliances:

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

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

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

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

47. Details of one-time settlement:

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

48. Code of conduct for prevention of Insider Trading:

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

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

49. Material pecuniary relationship

During F.Y. 2025-26, the Company did not have any material pecuniary relationship or transactions with Non-Executive Directors apart from paying Director's remuneration. Further, the Directors have not entered into any contracts with the Company or its subsidiaries, which will be in material conflict with the interest of the Company. The Board has received disclosures from KMPs and Members of Senior Management relating to material, financial and commercial transactions where they and/or their relatives have personal interest, if any

50. Policy for determining Material Subsidiaries

The Company has formulated a Policy for Determining Material Subsidiaries and the same is available on the Company's website at https://www.indocotspin.com/

51. Difference in valuation:

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

52. Maternity benefit:

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

53. Acknowledgements

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

Date: 14-07-2026		For & on behalf of the Board
Place: Panipat		Indo Cotspin Limited
	Sd/-	Sd/-
	Rajpal Aggarwal	Bal Kishan Aggarwal
	Whole Time Director	Managing Director
	DIN:00456189	DIN: 00456219ss