Directors Report of Indo Cotspin Ltd.

Mar 31, 2025

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

1. Financial Performance:

Particulars	Financial Year	Financial Year
	2024-2025	2023-2024
Revenue from Operations	2493.82	1662.49
Other Income	34.60	0.99
Total Revenue	2528.42	1663.48
Cost of material Consumed	1195.00	1212.60
Purchase of Stock-in-Trade	936.16	71.28
Change in Inventories of finished goods, stock-in	16.62	32.87
trade and work in progress
Employee Benefit Expenses	49.70	44.63
Finance Cost	0.58	0.74
Depreciation and Amortization Expenses	55.55	81.20
Other Expenses	218.73	213.84
Total Expenses	2472.34	1657.16
Profit/ (loss) before tax	56.08	6.32
Current Tax	14.67	5.57
Deferred Tax	1.36	(5.89)
Profit for the year	40.05	6.64
Other Comprehensive Income	-	-
Total Comprehensive Income/(Loss) for the year	-	-
Earning Per Share (Basic)	0.58	0.02
Earning Per Share (Diluted)	0.58	0.02

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

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

(B) Change in the nature of business:

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

(C) Share Capital

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

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

3. Deposits:

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

4. Dividend:

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

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

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

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

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

7. Revision of Financial Statement, if any:

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

8. Directors & Key Managerial Personnel:

Board of Directors

DIN No / PAN	Name of Director	Designation	Date of Appointment/ Reappointment	Date of Resignation
00456189	Raj Pal Aggarwal	Whole Time Director	08/02/1995	NA
00456219	Bal Kishan Aggarwal	Managing Director	01/10/2015	NA
00456309	Arpan Aggarwal	Whole Time Director	30/05/2020	NA
03073407	Sanil Aggarwal	Whole Time Director	24/07/2021	NA
08390196	Shubham Singla	Independent Director	25/03/2019	NA
08392797	Shally Aggarwal	Women Independent Director	25/03/2019	NA

Key Managerial Personnel

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

Mr. Divya Kapoor- Company Secretary and Compliance Officer*

Mr. Vijay Pal- Chief Financial Officer

Woman Director

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

9. Number of Meetings of the Board of Directors

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

1. 13^th May, 2024;

2. 12^th July, 2024;

3. 30^th July, 2024;

4. 7^th August, 2024;

5. 10^th September, 2024;

6. 16^th September, 2024;

7. 25^th October, 2024;

8. 28^th January, 2025;

9. 29^th March, 2025;

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

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	9	9	0
2	Bal Kishan Aggarwal	Managing Director	9	9	0
3	Arpan Aggarwal	Whole time Director	9	9	0
4	Sanil Aggarwal	Whole time Director	9	9	0
5	Shubham Singla	Independent Director	9	9	0
6	Shally Aggarwal	Women Independent Director	9	9	0

10. Separate Meeting of Independent Directors.

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

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

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

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

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

13. Internal Financial Control Systems and their adequacy: -

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

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

14. Corporate Social Responsibility (CSR):-

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

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

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

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

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

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

17. Board Evaluation:-

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

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

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

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

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

18. Ratio of Remuneration to each Director: -

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

19. Committees of the Board and other Committees: -

Currently, the Board has following committees: -

? Audit Committee;

? Nomination & Remuneration Committee;

? Stakeholder Relationship Committee:

? Audit Committees:

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

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. 13^th May, 2024

2. 12^th July, 2024

3. 25^th October, 2024

4. 28^th January, 2025

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.

? Nomination & Remuneration Committee:

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

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

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

1. 30^th July, 2024

2. 7^th August, 2024

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	2
2.	Ms. Shally Aggarwal	Member and Independent Director	2
3.	Mr. Rajpal Aggarwal	Member and Executive Director	2

? Stakeholder Relationship Committee:

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

Pnmnncifinn nf Pnmtniffpp•

S.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

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

1. 20^th September, 2024

2. 3^rd February, 2025

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	2
2.	Mr. Shubham Singla	Member and Non-Executive Director	2
3.	Mr. Rajpal Aggarwal	Member and Executive Director	2

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

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

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

21. Risk Management: -

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

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

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

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

23. No Frauds reported by Statutory Auditors: -

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

24. Subsidiaries, Joint Ventures and Associate Companies: -

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

25. Mechanism / Whistle Blower Policy

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

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

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

27. Directors’ Responsibility Statement: -

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

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

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

year review;

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

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

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

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

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

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

CQ Cost Auditor

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

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

CQ Secretarial Auditor

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

CQ Internal Auditor

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

29. Listing of Securities: -

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

30. Secretarial Standards: -

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

31. Extract of Annual Return: -

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

32. Familiarization Programmes:-

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

33. Management Discussion and Analysis Report:-

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

34. Corporate Governance:-

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

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

35. Code of Conduct: -

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

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

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

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

37. Statement on other Compliances

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

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

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

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

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

38. Business Responsibility Report (BRR)

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

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

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

40. Details of one-time settlement

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

41. Code of conduct for prevention of Insider Trading

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

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

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

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

43. Difference in valuation:

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions,
and hence the details of difference between amount of the valuation done at the time of one-time settlement and

the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is
not applicable.

44. Maternity benefit:

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

45. Acknowledgements

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

Date: 31.07.2025 For & on behalf of the Board

Place: Panipat Indo Cotspin Limited

Sd/- Sd/-

Rajpal Aggarwal Bal Kishan Aggarwal

Whole Time Director Managing Director

DIN: 00456189 DIN: 00456219

---

Mar 31, 2024

Your Directors have pleasure in presenting the 30^th Directors'' Report on the Business and Operations of the Company together with the Audited Financial Statements and the Auditors'' Report for the financial year ended 31^st March, 2024.

1. FINANCIAL PERFORMANCE:

(In INR)

Particulars	Financial Year	Financial Year
	2023-2024	2022-2023
Revenue from Operations	1662.49	1321.35
Other Income	0.99	32.75
Total Revenue	1663.48	1354.10
Cost of material Consumed	1212.60	918.46
Purchase of Stock-in-Trade	71.28	114.69
Change in Inventories of finished goods, stock-in	32.87	18.33
trade and work in progress
Employee Benefit Expenses	44.63	33.44
Finance Cost	0.74	3.97
Depreciation and Amortization Expenses	81.20	61.29
Other Expenses	213.84	175.96
Total Expenses	1657.16	1326.14
Profit/ (loss) before tax	6.32	27.96
Current Tax	5.57	4.43
Deferred Tax	(5.89)	(1.80)
Profit for the year	6.64	25.33
Other Comprehensive Income	-
Total Comprehensive Income/(Loss) for the year	6.64	25.33
Earning Per Share (Basic)	0.02	0.56
Earning Per Share (Diluted)	0.02	0.56

2. (A) STATE OF COMPANY AFFAIRS AND REVIEW OF OPERATIONS:

During the year under review, total revenue of the Company was Rs. 16,63,48,484.84 as against Rs. 13,54,10,742.77 in the previous year. The Company was able to earn a profit after tax of Rs. 6,64,413.52 in the current financial year as against a profit of Rs. 25,33,261.38 in the financial year 2022-23. Your Directors are putting in their best efforts to improve the performance of the Company.

B) CHANGE IN MANAGEMENT

During the period under review, Ms. Chhavi Agrawal (Membership No. A49299) submitted her notice of resignation from the position of Company Secretary/Compliance Officer of the

Company and Mr. Trigun Sharma (Membership No. A61140) was appointed as a Full-Tim Company Secretary/Compliance Officer of the Company with effect from May 6, 2023.

fC). SHARE CAPITAL

During the year under review, there was no changes it the capital structure of the Company and the Authorized Share Capital of the Company is INR 5,00,00,000 (Indian Rupees Five Crores Only) divided into 50,00,000 (Fifty Lacs) Equity Shares of INR 10/-each

Further, the Paid-up Share Capital of the Company is INR 4,20,05,000 (Indian Rupees Four Crore Twenty Lakhs Five Thousand Only) divided into 42,00,500 (Forty-Two Lacs Five Hundred) Equity Shares of INR 10/- each.

3. DEPOSITS:

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

4. DIVIDEND:

The Board of Directors has not recommended any dividend for the financial year ended on 31st March, 2024. Since, the Board has considered it financially prudent in the longterm interest of the Company to re- invest the profits into the business of the Company to build a strong reserve base and to grow the business of the Company.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

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

6. AMOUNTS. IF ANY. WHICH IT PROPOSES TO CARRY TO ANY RESERVES:

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

7. REVISION OF FINANCIAL STATEMENT. IF ANY:

There is no revision in the Financial Statement for the Financial Year 2023-2024.

8. DIRECTORS & KEY MANAGERIAL PERSONNEL:

Board of Directors

DIN No /	Name of Director	Designation	Date of	Date of
PAN			Appointment/ Reappointment	Resignation
00456189	Raj Pal Aggarwal	Whole Time Director	08/02/1995	NA

00456219	Bal Kishan Aggarwal	Managing Director	01/10/2015	NA
00456309	Arpan Aggarwal	Whole Time Director	30/05/2020	NA
03073407	Sanil Aggarwal	Whole Time Director	24/07/2021	NA
08390196	Shubham Singla	Independent Director	25/03/2019	NA
08392797	Shally Aggarwal	Women Independent Director	25/03/2019	NA

Key Managerial Personnel

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

Mr. Trigun Sharma- Company Secretary and Compliance Officer*

Ms. Bhavnesh- Company Secretary and Compliance Officer*

Mr. Vijay Pal- Chief Financial Officer

(*Note: Ms. Chhavi Agrawal from the post of company secretary and compliance officer with effect from 06^th May, 2023 and Mr. Trigun Sharma was appointed as company secretary and compliance officer with effect from 06^th May, 2023.)

(*Note: Mr. Trigun Sharma resigned w.e.f. 22^nd July, 2024 and Ms. Akansha Awasthi was appointed as the Company Secretary and Compliance Officer of the company w.e.f. 30^th July, 2024, but due to some personal reason she has not been able to join the Company. Thus, Ms. Bhavnesh has been appointed as the Company Secretary and Compliance Officer w.e.f. 07^th August, 2024.)

Woman Director

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

9. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

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

1. 03r^d April, 2023;

2. 02^nd May, 2023;

3. 06^th May, 2023;

4. 15^th May, 2023;

5. 20^th May, 2023;

6. 07^th July, 2023;

7. 29^th July, 2023;

8. 27^th October, 2023;

9. 29^th January, 2024;

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	9	9	0
2	Bal Kishan Aggarwal	Managing Director	9	9	0
3	Arpan Aggarwal	Whole time Director	9	9	0
4	Sanil Aggarwal	Whole time Director	9	9	0
5	Shubham Singla	Independent Director	9	9	0
6	Shally Aggarwal	Women Independent Director	9	9	0

10. SEPARATE MEETING OF INDEPENDENT DIRECTORS.

Independent Directors of the Company held their Separate meeting under Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV of Companies Act, 2013 on Monday, 11^th March, 2024 at the registered office of the Company at Delhi Mile Stone, G.T. Road, 78 K.M, Nh-44, Village Jhattipur, Post Box No.3 Post Office. Samalkha, Panipat, Haryana, 132103, to evaluate the performances.

11. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

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

12. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT. 2013:

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

13. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY: -

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

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

14. CORPORATE SOCIAL RESPONSIBILITY (CSR) :-

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

15. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:-

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

16. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT. IF ANY:-

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

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

17. BOARD EVALUATION: -

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

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

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

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

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

18. RATIO OF REMUNERATION TO EACH DIRECTOR:-

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

19. COMMITTEES OF THE BOARD AND OTHER COMMITTEES: -

Currently, the Board has following committees:-

? Audit Committee;

? Nomination & Remuneration Committee;

? Stakeholder Relationship Committee:

? Audit Committees:

The Audit Committee of the Company is constituted/re-constituted in line with the provisions of Section 177 of the Companies Act, 2013 and other applicable laws. The

Audit Committee comprises of majority of the Independent Directors. All the members of the Committee have experience in financial matters. The Audit Committee is constituted in line to monitor and provide effective supervision of the management''s financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity, and quality of Financial Reporting. The details of the composition of the committee are set out in the following table: -

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 05 (Five) meetings of the Audit Committee were convened and held. The dates on which the said meetings were held:

2. 20^th May, 2023

3. 29t^h July, 2023

4. 27^th October, 2023

5. 29^th January, 2024

S.No.	Name of the Members	Designation	No. of Audit Committee Meetings attended during the year
1.	Mr. Shubham Singla	Chairman and Independent Director	5
2.	Ms. Shally Aggarwal	Member and Independent Director	5
3.	Mr. Rajpal Aggarwal	Member and Executive Director	5

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

? Nomination & Remuneration Committee:

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

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

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

1. 10^th October, 2023

2. 25t^h March, 2024

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	2
2.	Ms. Shally Aggarwal	Member and Independent Director	2

3.	Mr. Rajpal Aggarwal	Member and Executive	2
		Director

? 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 shareholder issues including share transfer, transmission, rematerialization, issue of duplicate share certificates and redressing of shareholder complaints like non-receipt of balance sheet, other related activities in physical mode besides taking note of beneficial owner position under demat mode, declared dividend etc.

Composition of Committee:

S.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

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

1. 12t^h October, 2023

2. 27t^h March, 2024

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	2
2.	Mr. Shubham Singla	Member and Non-Executive Director	2
3.	Mr. Rajpal Aggarwal	Member and Executive Director	2

20. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS:-

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

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

21. RISK MANAGEMENT: -

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

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

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

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

23. NO FRAUDS REPORTED BY STATUTORY AUDITORS: -

During the Financial Year 2023-24, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.

24. SUBSIDIARIES. IOINT VENTURES AND ASSOCIATE COMPANIES: -

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

25. MECHANISM / WHISTLE BLOWER POLICY

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

26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE: -

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

27. DIRECTORS’ RESPONSIBILITY STATEMENT: -

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

(a) That in the preparation of the annual accounts for the financial year ended 31st March, 2024 the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

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

(c) That the directors had prepared the annual accounts for the financial year ended 31st March, 2024 on a going concern basis;

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

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

28. AUDITORS & AUDITORS'' REPORT:-

O 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.

O 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 31^st December 2014 issued by the Central Government to amend the Companies (Cost Records and Audit) Rules, 2014, no Cost Auditor has been appointed by the Company.

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

CQ Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed M/s. Vikas Verma & Associates, Company Secretaries. having its registered office at B-502, Statesman House, 148, Barakhamba Road, New Delhi - 110001 as Secretarial Auditor for the year 2023-2024. The Report of the Secretarial Audit is annexed herewith as “ANNEXURE - IV” The said Secretarial Audit Report does not contain any qualification, reservations, adverse remarks and disclaimer.

CQ Internal Auditor

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

29. LISTING OF SECURITIES: -

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

30. SECRETARIAL STANDARDS:-

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

31. EXTRACT OF ANNUAL RETURN: -

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

32. FAMILIARISATION PROGRAMMES: -

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

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-

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

34. CORPORATE GOVERNANCE :-

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement)

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

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

35. CODE OF CONDUCT :-

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

36. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT. 2013:

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

37. STATEMENT ON OTHER COMPLIANCES

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

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

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

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

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

38. BUSINESS RESPONSIBILITY REPORT (BRR)

Securities Exchange Board of India (SEBI) vide circular CIR/CFD/DIL/8/2012 dated August 13, 2012 has mandated the inclusion of BRR as part of the Annual Report for the top 100

listed entities. In view of the requirements specified, the company is not mandated for the providing the BRR and hence do not form part of this Report.

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

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

40. DETAILS OF ONE TIME SETTLEMENT

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

41. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

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

The Board of Directors has approved and adopted the Code of Conduct to Regulate, Monitor and Report Trading by Insiders in line with SEBI (Prohibition of Insider Trading) Regulation,

2015 and the same can be accessed on the website of the Company www.indocotspin.com.

42. 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.

For & on behalf of the Board Indo Cotspin Limited

Date: 07^th August, 2024 Place: Panipat

Rajpal Aggarwal Bal Kishan Aggarwal

Whole Time Director Managing Director

DIN:00456189 DIN:00456219

---

Mar 31, 2015

Dear Members

The Directors have pleasure in presenting the 21st Annual Report of your Company together with the Audited financial Statements for the financial year ended 31st March, 2015.

1. Financial Highlights

The financial performance of your Company for the year ended 31st March, 2015 is summarized below:

Particulars Amount (Rs. in lacs)

FY 2014-15 FY 2013-14

Net Sales 846.04 742.97

Other Income 6.11 162.23

Total Revenue 852.15 905.20

Total Expenditure 843.49 748.61

Profit before tax 8.66 156.59

Provision for tax 1.65 31.70

Deferred Tax -9.64 0.84

Profit after tax 7.71 124.04

Paid-up Share Capital 420.05 420.05

Reserves and Surplus (excluding revaluation reserve) 164.21 157.52

2. Year in Retrospect

During the year under review, total income of the Company was Rs. 852.15 lacs as against Rs. 905.20 lacs in the previous year. The Company was able to earn a profit after tax of Rs. 7.71 lacs in the current financial year as against a profit of Rs. 124.04 lacs in the financial year 2013-14. Your Directors are putting in their best efforts to improve the performance of the Company.

3. Reserves & Surplus

The net movement in the major reserves of the Company for FY 2014-15 and the previous year are as follows:

(Rs. In lacs)

Particulars FY 2014-15 FY 2013-14

Securities Premium Account 49.95 49.95

Capital Reserves 77.28 77.28

Profit & Loss A/c (Cr.) 36.98 30.29

Total 164.21 157.52

4. Public deposits

During the financial year 2014-15, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

5. Material Changes after the close of the financial year

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company-31st March, 2015 till the date of this report.

6. Dividend

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

7. Subsidiaries/ Joint Ventures/ Associates

As on 31st March 2015, the Company had no Subsidiaries, Joint Ventures (JVs) or Associate Companies. Accordingly statement containing the salient feature of the financial statement of a company's subsidiary or subsidiaries, associate company or companies and joint venture or ventures in Form AOC-1 is not applicable.

The names of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year: Nil Policy for determining material subsidiaries of the Company has been provided on the website www.incocotspin.com at the link http://indocotspin.com/reports/Policy%20for%20Determing%20Material %20Subsidiary.pdf

8. Change in the nature of business

There has been no major change in the nature of business of your Company. Further since there is no subsidiary, joint venture and associate company, there is no question for mentioning of change in nature of business of such companies.

9. Directors and Key Managerial Personnel

In terms of Section 149 of the Companies Act, 2013, the Company has appointed the following as Independent Directors of the Company at the Annual General Meeting of your Company held on 30th September, 2014 to hold office up to 5 (five) consecutive years up to 31st March, 2019.:

- Mr. Anil Aggarwal - Mr. Vinod Kumar Garg - Mr. Pawas Aggarwal

- Mr. Ankush Aggarwal - Mr. Vinod Kumar Garg

In accordance with the provisions of section 149 of the Companies Act, 2013 all the independent directors are non rotational. The details of the familiarization programmes for Independent Directors are disclosed on the Company's website – www.indocotspin.com at link http://indocotspin.com/reports/Independent%20Director%20- %20Familarisation%20Programme.pdf

In terms of Section 203 of the Act, the following were designated as Key Managerial Personnel of your Company by the Board:

- Mr. Bal Kishan Aggarwal, Managing Director - Mr. Sanil Aggarwal, Whole Time Director

- Mr. Raj Pal Aggarwal, Whole Time Director - Mr. Vijay Pal, Chief Financial Officer

- Mr. Sahil Aggarwal, Whole Time Director - Mr. Sonu Gupta, Company Secretary

- Mr. Arpan Aggarwal, Whole Time Director

Details of change in the Board of Directors and the Key Managerial Personnel, during the year under review are as below:

Name Designation Date of Date of Date of change Appointment Resignation in designation

Mr. Vijay Pal Chief Financial Officer 30-05-2014 N.A. N.A.

Mr. Sonu Gupta Company Secretary 30-05-2014 N.A. N.A.

Mr. Arpan Aggarwal and Mr. Sahil Aggarwal are liable to retire by rotation in the ensuing Annual general Meeting and being eligible offer themselves for re-appointment. Directors recommend their re-appointment.

The Board has laid down separate Codes of Conduct for Directors and Senior Management personnel of the Company and the same are posted on the Company's website. All Board Members and Senior Management personnel have affirmed compliance with the Code of Conduct. The Managing Director has also confirmed and certified the same. The certification is enclosed at the end of the Report on Corporate Governance.

10. Declaration of Independence

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Clause 49 of the Listing Agreement.

11. Disclosure of commission paid to managing or whole time directors

There is no commission paid or payable by your company to the managing director or the whole time director.

12. Number of meetings of the Board of Directors

The details of the number of Board of Directors of your Company are as below:

Meeting No. of Meeting Dates of Meeting

Board of Directors Nine (9) 30.05.2014, 10.06.2014, 19.07.2014, 31.07.2014, 11.08.2014, 29.09.2014, 31.10.2014, 08.12.2014 & 31.01.2015

13. Annual Evaluation of Board performance and performance of its committees and individual directors

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance, performance of the Directors individually as well as the evaluation of the working of its Committees. Feedback was sought from Directors about their views on the performance of the Board covering various criteria. Feedback was also taken from directors on his assessment of the performance of the other Directors. The Nomination and Remuneration Committee (NRC) then discussed the above feedback received from all the Directors. Based on the inputs received, the Chairman of the NRC also made a presentation to the Independent Directors at their meeting, summarizing the inputs received from the Directors as regards Board performance as a whole, and of the Chairman. Post the meeting of the Independent Directors, their collective feedback on the performance of the Board (as a whole) was discussed by the Chairman of the NRC with the Chairman of the Board. Every statutorily mandated committee of the Board conducted a self-assessment of its performance and these assessments were presented to the Board for consideration. Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings. Feedback was provided to the Directors, as appropriate. Significant highlights, learning and action points arising out of the evaluation were presented to the Board.

14. Remuneration Policy for the Directors, Key Managerial Personnel and other employees

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued thereunder and Clause 49 of the Listing Agreement, the Board of Directors of the Company has formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. The Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters is set-out in Annexure-I to this Report.

15. Committees of the Board

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following Committees constituted by the Board function according to their respective roles and defined scope:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

Composition of the Committee of the Board of Directors of the Company is as below:

Audit Committee:

1. Mr. Anil Aggarwal– Chairman (Independent Director)

2. Mr. Ankush Aggarwal– Member (Independent Director)

3. Mr. Raj Pal Aggarwal– Member (Executive Director)

Stakeholders Relationship Committee:

1. Mr. Anil Aggarwal– Chairman (Independent Director)

2. Mr. Ankush Aggarwal– Member (Independent Director)

3. Mr. Raj Pal Aggarwal– Member (Executive Director)

Nomination and Remuneration Committee:

1. Mr. Anil Aggarwal– Chairman (Independent Director)

2. Mr. Ankush Aggarwal– Member (Independent Director)

3. Mr. Pawas Aggarwal– Member (Independent Director)

16. Audit Committee Recommendations

During the year all the recommendations of the Audit Committee were accepted by the Board.

17. Conservation of Energy, Technology Absorption

The information on conservation of energy and technology absorption stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached as Annexure-II.

18. Particulars of Employees and Remuneration

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.

19. Related Party Transactions

In line with the requirements of the Companies Act, 2013 and the Listing Agreement, the Company has formulated a Policy on Related Party Transactions and the same is uploaded on the Company's website: www.indocotspin.com at the link http:// indocotspin.com/reports/RPT%20Policy.pdf. Details of Related Party Transactions as per AOC-2 are provided in Annexure-IV.

20. Loans and investments

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows: A. Details of investments made by the Company as on 31st March, 2015:

Name of Investee entity/ investment Amount (Rs. in lacs)

Investment in popular plants 0.49

B .Details of loans given by the Company as on 31st March, 2015:

Name of borrower entity Amount (Rs. in lacs)

N.A. N.A.

C. Details of guarantees issued by your Company in accordance with Section 186 of the Companies Act, 2013 read with the Rules issued thereunder: Nil

1. Extract of Annual Return

Pursuant to Section 92 of the Act and Rule 12 of The Companies (Management and Administration) Rules, 2014, the extract of Annual Return in Form MGT-9, is provided in Annexure-V.

2. Auditors and auditors' report:

At the 20th Annual General Meeting of the Company, M/s. Manish Jain & Associates, Chartered Accountants, Panipat were appointed as the Auditors to hold office till the conclusion of the ensuing Annual General Meeting.

M/s. Manish Jain & Associates, Chartered Accountants, who retire at the ensuing AGM of your Company, are eligible for re-appointment. Your Company has received written consent and a certificate stating that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that the appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules issued thereunder. The Audit Committee and the Board of Directors recommend the appointment of M/s. Manish Jain & Associates, Chartered Accountants as the Auditors of your Company for the financial year 2015-16 till the conclusion of the next AGM.

The Auditors' Report for the financial year 2014-15, does not contain any qualification, observation or adverse remarks and accordingly no comments required by your Board of Directors on the same.

3. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014; the Secretarial Audit Report provided by the Secretarial Auditors is annexed as Annexure-VI. The Secretarial Auditors' Report for the financial year 2014-15, does not contain any qualification, observation or adverse remarks and accordingly no comments required by your Board of Directors on the same.

4. Internal Control Systems and adequacy of Internal Financial Controls

The Company has a proper and adequate system of internal controls. This ensures that all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

In terms of section 138 of the Companies Act, 2013, M/s R.S. Gahlyan & Associates, Chartered Accountants has been appointed as the Internal Auditors of your Company. The Company also has an Audit Committee, who interacts with the Statutory Auditors, Internal Auditors and Management in dealing with matters within its terms of reference.

5. Risk management

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment. Your Company, through its risk management process, strives to contain impact and likelihood of the risks within the risk appetite as decided by the management.

There are no risks which in the opinion of the Board threaten the existence of your Company.

6. Cost Records and Cost Audit Report

In terms with the provisions of 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.

7. Vigil mechanism

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour.

Pursuant to Section 177(9) of the Companies Act, 2013 and clause 49 of the listing agreement, a vigil mechanism was established for directors and employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy. The copy of vigil mechanism policy is uploaded on the website of your company.

8. Corporate Governance

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges and relevant sections of the Act, the Management Discussion and Analysis Report is annexed as Annexure-VII. Further a Report on Corporate Governance and Certificate on compliance of Clause 49 is annexed as Annexure-VIII.

9.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 access to unpublished price sensitive information relating to the Company. The Directors, their relatives, senior management personnel, persons forming part of promoter(s)/promoter group(s), designated 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 through the following link: http://indocotspin.com/reports/New%20Insider-Trading-Code-2015.pdf

Your Board of Directors has also approved the Code for Fair Disclosure and the same can be accessed through the following link: http://indocotspin.com/reports/Code%20of%20Fair%20Disclosure.pdf

10.Corporate Social Responsibility

Provisions of the Corporate Social Responsibility as mentioned under the Companies Act, 2013 is not applicable on the Company.

11.Significant/material orders passed by the regulators

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

12.General

Your Board of Directors confirms that (a) Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise; (b) Your Company does not have any ESOP scheme for its employees/Directors; and, (c) there is no scheme in your Company to finance any employee to purchase shares of your Company.

13.Directors' Responsibility Statement

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Directors confirm that:

a. in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31st March, 2015 and of the profit and loss of the Company for the financial year ended 31st March, 2015;

c. 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. the annual accounts have been prepared on a 'going concern' basis;

e. proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

14. Stock Exchange Listing

The shares of the Company are listed on BSE Limited (BSE). The listing fee for the financial year 2015-16 has been paid to BSE.

15. Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees, support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on Behalf of the Board

For Indo Cotspin Limited

Date : 30th May, 2015 Bal Kishan Aggarwal Raj Pal Aggarwal

Place : Panipat Chairman & Managing Director Whole Time Director

DIN: 00456219 DIN: 00456189

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 20^ Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31" March, 2013.

Financial Highlights

Particulars Amount (Rs. in lacs)

FY 2013-14 FY 2012-13

Net Sales 742.97 605.74

Other Income 162.23 7.18

Total Revenue 905.20 612.93

Total Expenditure 748.61 606.22

Profit before tax 156.59 6.70

Provision for tax 31.70 1.35

Deferred Tax 0.84 1.63

Profit after tax 124.04 3.72

EPS (Rs.) 2.97 0.13

Transfer to Reserve Nil Nil

Paid -up Share Capital 420.05 420.05

Reserves and Surplus (excluding revaluation reserve) 157.52 33.48

Year in Retrospect

During the year under review, total income of the Company was Rs. 742.97 lacs as against Rs. 605.74 lacs in the previous year. The Company was able to earn a profit after tax of Rs. 124.04 lacs in the current financial year as against a profit of Rs. 3.72 lacs in the financial year 2012-13. Your Directors are putting in their best efforts to improve the performance of the Company.

The detailed Management Discussion & Analysis Report is attached hereto with the Director's Report and should be read as part of this Directors Report.

Material Changes after the close of the financial year

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company -31" March, 2014.

Dividend

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

Corporate Governance

A Report on Corporate Governance is attached as a part of this Directors Report along with the Auditors' Certificate on compliance of Clause 49 of the Listing Agreement.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Information as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure A, forming part of this report.

Particulars of Employees

During the financial year under review, none of the Company's employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Directors

After the last Annual General Meeting, there has been no change in the Board of directors of the Company.

In accordance with the provisions of section 149 of the Companies Act, 2013 all the independent directors will be non rotational. Accordingly, the proposal for the same is placed in the ensuing annual general meeting of the Company. Mr. Raj Pal Aggarwal is liable to retire by rotation and being eligible offer himself for re -appointment. Directors recommend their re -appointment.

Committees of the Board of Directors

The Board of Directors of the Company has constituted the following committees in terms of the provisions of the Comanies Act and clause 49 of the listing agreement:

I. Audit Committee

Name of the Director Category

Mr. Anil Aggarwal Chairman(Non Executive Independent)

Mr. Ankush Aggarwal Member (Non Executive Independent)

Mr. Raj Pal Aggarwal Member(Promoter & Executive)

II. Nomination and Remuneration Committee

Name of the Director Category

Mr. Anil Aggarwal Chairman(Non Executive Independent)

Mr. Ankush Aggarwal Member (Non Executive Independent)

Mr. Pawas Aggarwal Member (Non Executive Independent)

Ill. Stakeholders Relationship Committee

Name of the Director Category

Mr. Anil Aggarwal Chairman(Non Executive Independent)

Mr. Ankush Aggarwal Member (Non txecutive Independent)

Mr. Raj Pal Aggarwal Member(Promoter & Executive)

Auditors

M/s Manish Jain &Associates, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re -appointment. A certificate under the Companies Act, 2013 regarding their eligibility for the proposed re -appointment has been obtained from them. Your Directors recommend their re -appointment.

Auditors' Report

Comments made by the Statutory Auditors in the Auditors' Report are self-explanatory and do not require any further clarification.

Directors' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors' Report thereon, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 0 March, 2014 and of the profit of the Company for the year ended on that date;

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

d. the Directors have prepared the Annual Accounts on a going concern basis.

Stock Exchange Listing

The shares of the Company are listed on the Delhi Stock Exchange Ltd (DSE), Jaipur Stock Exchange Ltd (JSE) and Ahmedabad Stock Exchange Ltd (ASE). The listing fee for the financial year 2014-15 has been paid to the stock exchanges.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees, support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on Behalf of the Board For Indo Cotspin Limited

Bal Kishan Aggarwal Raj Pal Aggarwal Date:11b August, 2014 Chairman 8 Managing Whole Time Director Place: Panipat Director DIN: 00456219 DIN: 00456189

---

Mar 31, 2013

Dear Members

The Directors have pleasure in presentin the 19th Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2013.

Financial Highlights

Particulars Amount (Rs. in lacs)

FY 2012-13 FY 2011-12

Net Sales 605.74 566.31

Other Income 7.18 0.37 Total Revenue 612.93 566.68

Total Expenditure 606.22 555.84

Profit before tax 6.70 10.84

Provision for tax 1.35 2.12

Deferred Tax 1.63 1.86

Profit after tax 3.72 (6.87)

EPS (Rs.) 0.13 0.27

Transfer to Reserve Nil Nil

Paid-up Share Capital 420.05 320.12

Reserves and Surplus (excluding revaluation reserve) 33.48 (97.48)

Year in Retrospect

During the year under review, total income of the Company was Rs. 605.74 lacs as against Rs. 566.31 lacs in the previous year. The Company was able to earn a profit after tax of Rs. 3.72 lacs in the current financial year 2012-13 as against a profit of Rs. 6.87 lacs in the financial year 2011-12. Your Directors are putting in their best efforts to improve the performance of the Company.

The detailed Management Discussion & Analysis Report is attached hereto with the Director''s Report and should be read as part of this Directors Report.

Material Changes after the close of the financial year

Save as mentioned else where in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company-31st March, 2013.

Dividend

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

Corporate Governance

A Report on Corporate Governance is attached as a part of this Directors Report along with the Auditors'' Certificate on compliance of Clause 49 of the Listing Agreement.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

nformation as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure A, forming part of this report.

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Directors

After the last Annual General Meeting, there has been no change in the Board of directors of the Company.

In accordance with the provisions of the Companies Act, 1956 and the Company''s Articles of Association, Mr. Anil Aggarwal, Mr. Ankush Aggarwal and Mr. Sanil Aggarwal are liable to retire by rotation and being eligible offer themselves for re-appointment. Directors recommend their re-appointment.

It is proposed to appoint Mr. Sanil Aggarwal as the Whole Time Director of the Company. Resolution for his appointment as a whole time director of the Company is proposed in the notice of the annual general meeting.

Auditors

M/s Anil Aviral & Co., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directors recommend their re-appointment.

Auditors'' Report

Comments made by the Statutory Auditors in the Auditors'' Report are self-explanatory and do not require any further clarification.

Directors'' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profit of the Company for the year ended on that date;

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

d. the Directors have prepared the Annual Accounts on a going concern basis.

Stock Exchange Listing

The shares of the Company are listed on the Delhi Stock Exchange Ltd (DSE), Jaipur Stock Exchange Ltd (JSE) and Ahmedabad Stock Exchange Ltd (ASE). The listing fee for the financial year 2013-14 has already been paid to the stock exchanges.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees, support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on Behalf of the Board For Indo Cotspin Limited

Bal Kishan Aggarwal Raj Pal Aggarwal Date:25th August, 2013 Chairman & Managing Whole Time Director Place: Panipat Director DIN: 00456219 DIN: 00456189

---

Mar 31, 2012

Dear Members

The Directors have pleasure in presenting the 18th Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2012.

Financial Highlights

Particulars Amount (Rs. in lacs)

FY 2011-12 FY 2010-11

Net Sales 566.31 471.02

Other Income 0.37 0.80

Total Revenue 566.68 471.82

Total Expenditure 555.84 470.05

Profit before tax 10.84 1.77

Provision for tax 2.12 0.25

Deferred Tax 1.86 2.37

Profit after tax 6.87 (0.84)

Transfer to Reserve Nil Nil

Paid-up Share Capital 320.15 320.15

Reserves and Surplus (excluding revaluation reserve) (97.48) (103.80)

Year in Retrospect

During the year under review, total income of the Company was Rs. 566.31 lacs as against Rs. 471.02 lacs in the previous year. The Company was able to earn a profit after tax of Rs. 6.87 lacs in the financial year 2011-12 as against a loss of Rs. 0.84 lacs in the financial year 2010-11. Your Directors are putting in their best efforts to improve the performance of the Company.

The detailed Management Discussion & Analysis Report is attached hereto with the Director''s Report and should be read as part of this Directors Report.

Material Changes after the close of the financial year

After the close of the financial year, the Company has reissued 9,99,000 equity shares on 26th July, 2012 at an issue price of Rs. 15/- per share. These shares were earlier forfeited due to non payment of the call money.

Save as mentioned else where in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company-31st March, 2012.

Dividend

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

Corporate Governance

A Report on Corporate Governance is attached as a part of this Directors Report along with the Auditors'' Certificate on compliance of Clause 49 of the Listing Agreement.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Information as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure A, forming part of this report.

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Company''s Articles of Association, Mr Arpan Aggarwal and Mr Sahil Aggarwal are liable to retire by rotation and being eligible offer themselves for re-appointment. Directors recommend their re-appointment.

After the last Annual General Meeting, Mr Pawas Aggarwal, Mrs Saroj Gargs and Mr Vinod Kumar Garg were appointed as additional directors. In terms of the provisions of the Companies Act, 1956, they hold office until the date of the ensuing Annual General Meeting. Their appointment as Directors of the Company is placed before the Members for consideration. The Board recommends the resolutions for adoption by the members.

Mr Saurav Singla resigned from the Directorship on 21st February, 2012. Mr Sanjay Singla and Mrs Shradha Jain have also resigned from the directorship on 20th March, 2012 and 1st June, 2012 respectively. Mr Pawas Aggarwal who resigned from the Board on 21st February, 2012 has been again appointed as an additional director w.e.f. 1st June, 2012.

Re-appointment of Mr Bal Kishan Aggarwal as Managing Director and re-appointment of Mr Raj Pal Aggarwal, Mr Arpan Aggarwal and Mr Sahil Aggarwal as Whole Time director of the Company is also placed before the members for their approval. The Board recommends the resolutions for adoption by the members.

Auditors

M/s Anil Aviral & Co., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directors recommend their re-appointment.

Auditors'' Report

Comments made by the Statutory Auditors in the Auditors'' Report are self-explanatory and do not require any further clarification.

Directors'' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit of the Company for the year ended on that date;

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

d. the Directors have prepared the Annual Accounts on a going concern basis.

Stock Exchange Listing

The shares of the Company are listed on the Delhi Stock Exchange Ltd (DSE), Jaipur Stock Exchange Ltd (JSE) and Ahmedabad Stock Exchange Ltd (ASE). The listing fee for the financial year 2012-13 has already been paid to DSE and the Company is in the process of making payment of the listing fee due to JSE & ASE.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees, support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on Behalf of the Board For Indo Cotspin Limited

Bal Kishan Aggarwal Raj Pal Aggarwal Date:25th August, 2012 Chairman & Managing Whole Time Director Director Place: Panipat: DIN: 00456219 DIN: 00456189

---

Mar 31, 2011

Dear Members,

The directors have pleasure in presenting the 17th Annual Report together with audited accounts for the year ended on 31st March 2011.

FINANCIAL RESULT

The financial results for the year ended on March 31, 2011 are as under:

Particulars Year ended Year ended 31.03.2011 31.03.2010

1. Net Sales 47102351.00 59,022,792.00

2. Other income 80035.00 885,147.40

3. Interest 0.00 7775.00

4. Depreciation 895110.00 708475.00

5. Profit before tax 177,491.69 34019.77

6. Profit after tax 152,588.69 28763.77

7. Paid up capital 32,015,000.00 32,015,000.00z

COMPANY PERFORMANCE

During the year ended on March 31, 2011 the company has achieved turnover of Rs. 471.02 Lacks as compared to previous year of Rs. 590.22. The company has made Profits of Rs. 152,588.69 this year as compared to Rs.28763.77 earned last year.

DIRECTOR

Shri Rajpal Aggarwal, Shri Pawas Aggarwal and Shri Mr. Saurav Singla , Director of the company, retire by rotation at ensuing annual general meeting and being eligible offer themselves for reappointment.

Smt. Shradha Jain is proposed to be appointed as Director of the company at the ensuing general meeting.

Shri Tej Parkash has resigned as director of the company w.e.f 1st April, 2010. The Board places on record their sincere appreciation for his active involvement and support.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the companies Act, 1956 with respect to the directors responsibility statement, it is hereby confirmed

i) that in the preparation of the annual account for the financial year ended March 31, 2011 the applicable accounting standard has been followed along with proper explanation relating to material departure, if any.

ii) The directors had selected such accounting policies and applied them consistently and made judgments & estimates that are reasonable & prudent so as to give a true & fair view of statement of affairs of the company at the end of the financial year and of the profit & loss of the company for that period:

iii) The directors had taken proper & sufficient care for the maintenance of adequate accounting record in accordance with the provisions of the Act for safeguarding the Assets of the company and for preventing & detecting fraud & other irregularities; and

iv) The directors have prepared the annual accounts of the company on a going concern basis.

DIVIDEND

In view of the need to conserve the resources of the company for future growth, your Directors not recommended any dividend for the year ended March 31, 2011.

PUBLIC DEPOSIT

The company has not invited/or accepted any deposit during the year with in the meaning of section 58-A and 58- AA of the companies Act, 1956.

AUDITORS:

M/S Anil Aviral & Co., Chartered Accountants, Statutory Auditors of the company holds office until the forthcoming annual general meeting and are eligible for reappointment. The company has received letter from them to the effect that their appointments, if made, would be within the prescribed limits under section 224(1-B) of the companies act, 1956.

AUDITORS REPORT:

The notes on accounts referred to in the Auditor''s report are self explanatory and thereof do not call for any further comments.

CORPORATE GOVERNANCE

A Certificate regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the listing Agreement with the Stock Exchanges, form part of the Annual Report.

PARTICULARS OF EMPLOYEES:

No employee is covered under section 217(2a) of the companies Act, 1956 read with companies (particulars of employees) rules, 1975.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure - A forming part of this report.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the committed services of the executives, staff and workers of the company.

By the order of the board For INDO COTSPIN LIMITED

BAL KISHAN AGGARWAL RAJ PAL AGGARWAL (Managing Director) (Whole Time Director)

PLACE: Panipat: DATE: August 10, 2011