Directors Report of Vivekanand Cotspin Ltd.

Your Directors present herewith the 2^nd ANNUAL REPORT together with the Audited Financial Statements and
Auditors’ report thereon for the year ended on 31^s'' March, 2026.

FINANCIAL RESULTS/ STATE OF COMPANY AFFAIRS:

The Financial Results of the Company for the year ended on 31^st March, 2026 are as follows: -

REVIEW OF OPERATIONS:

During the year under review, the Company''s Total Revenue was Rs. 40,932.15 Lakh as compared to Rs.
29,123.37 Lakh for the previous year. The Profit after tax was Rs. 375.55 Lakh as compared to Rs. 225.88 Lakh
for the previous year.

DIVIDEND:

In order to conserve the resources, your directors do not recommend the payment of any Dividend on equity
shares.

TRANSFER TO RESERVES:

The Company has not transferred any amount to reserves during the year under review.

MATERIAL CHANGES AFFECTING FINANCIAL POSITION OF THE COMPANY:

No material changes or commitments, affecting the financial position of the Company have occurred between
the end of the financial year of the company under review and the date of the Board’s Report.

INITIAL PUBLIC OFFER:

After the close of the financial year, the Company filed its Draft Red Herring Prospectus (DRHP) with BSE
Limited on June 5, 2026, for listing of its equity shares on the SME Platform of BSE through an Initial Public
Offering (IPO). The Company has received in-principle approval from BSE Limited for DRHP on 5^th August,
2026.

SHARE CAPITAL:

The paid-up Equity Share Capital of the Company as at 31^st March, 2026 stood at Rs. 16.25 Crores consisting
of 1,62,50,000 equity shares of Rs. 10/- each. j/S"/

During the year under review, the Company had allotted 12,50,000 Equity Shares of face value of Rs. 10/- each
at a premium of Rs. 54/- per share, aggregating to Rs. 8,00,00,000/- on right basis, on 25^,h March, 2026, in
compliance with the provisions of the Companies Act, 2013

PUBLIC DEPOSITS:

The Company has not accepted any deposit within the meaning of Section 73 of the Companies Act, 2013
during the financial year.

LOANS FROM DIRECTOR:

The balances of monies accepted by the Company from Directors at the end of the year was Rs.661.71 Lakhs.
LOANS, GUARANTEES, SECURITIES & INVESTMENTS U/S186:

Particulars of loans given, guarantee provided, security provided and investments made by the Company, if
any during the year under review are as mentioned in the Notes forming part of the Financial Statements.

DIRECTORS/KEY MANAGERIAL PERSONNEL:

During the year under review, following changes have taken place in Directors/Key Managerial Personnel:

1. Mr. Sandeep Kumar Likhamania (DIN: 03592714) resigned from the position of Independent Director of
the Company, effective from December 9,2025.

2. Mrs. Neha Agarwal (DIN: 10121219) resigned from the position of Independent Director of the Company,
effective from December 9,2025.

3. Mrs. Amitaben Hiteshbhai Patel (DIN: 11413264) was appointed as an Additional Director (Category:
Independent) of the Company, effective from December 9,2025. Subsequently, she was appointed as an
Independent Director for a period of 5 years, effective from December 9, 2025, at the Extraordinary
General Meeting held on December 17,2025.

4. Mr. Himul Dasharathabhai Patel (DIN: 07784920) was appointed as an Additional Director (Category:
Independent) of the Company, effective from December 9,2025. Subsequently, he was appointed as an
Independent Director for a period of 5 years, effective from December 9, 2025, at the Extraordinary
General Meeting held on December 17,2025.

Following changes have taken place in Directors/Key Managerial Personnel after the closure of the financial
year:

1. Mrs. Amitaben Hiteshbhai Patel (DIN: 11413264) resigned from the position of Independent Director of
the Company, effective from closing of business hours of April 9,2026.

2. Mr. Himul Dasharathabhai Patel (DIN: 07784920) resigned from the position of Independent Director of
the Company, effective from closing of business hours of April 9,2026.

3. Ms. Bhavika Sanghani (DIN: 10492381) was appointed as an Additional Director (Category: Independent)
of the Company, effective from April 16, 2026. Subsequently, she was appointed as an Independent
Director for a period of 5 years, effective from April 16,2026, at the Extraordinary General Meeting held on
April 23,2026.

4. Mr. Rohit Khandelwal (DIN: 07038360) was appointed as an Additional Director (Category: Independent)^
of the Company, effective from April 16, 2026. Subsequently, he was appointed as an Independent''$

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Director for a period of 5 years, effective from April 16,2026, at the Extraordinary General Meeting held on
April 23,2026.

5. Ms. Komal Chouhan (Membership No. A67925) resigned from the position of Whole Time Company
Secretary of the Company w.e.f. June 29, 2026. Subsequently, Mr. Ankit Sanchiher (Membership No.
A64541) was appointed as Whole Time Company Secretary of the Company w.e.f. June 29,2026.

Taking note of Annual Affirmation of Code of Conduct

The Chairman informed the Board that, pursuant to the provisions of the Companies Act, 2013 and Regulation
17(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in
place a Code of Conduct for Directors and Senior Management personnel.

The Board was further informed that all the Directors and members of Senior Management have submitted
their annual affirmations confirming compliance with the said Code of Conduct for the financial year ended
2025-26

The Board noted and took on record the declarations received and confirmed that the Code of Conduct has
been duly complied with.

The Board further noted that a declaration to this effect shall be provided by the Managing Director/Chief
Executive Officer in the Annual Report of the Company, as required under SEBI (LODR).

DECLARATION BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 134 of the Companies Act, 2013 with respect to the declaration given by
the Independent Directors of the Company under Section 149(6) of the Companies Act, 2013, the Board
hereby confirms that all the independent Directors have given declarations and further confirms that they meet
the criteria of independence and possesses required integrity and experience as per the provisions of Section
149(6) of the Companies Act, 2013.

In the opinion of the Board, all the Independent Directors possess requisite qualifications, experience,
expertise including Proficiency and hold high standards of integrity for the purpose of Rule 8(5) (iiia) of the
Companies (Accounts) Rules, 2014.

RETIRED BY ROTATION:

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of
Association of the Company, Mr. Jasmin Vishnubhai Patel (DIN: 06923150), Director is liable to retire by
rotation at the ensuing AGM and he being eligible, offers himself for re-appointment.

Necessary resolution for his reappointment has been set out in the Notice convening the Annual General
Meeting. The Board recommends his re-appointment.

NUMBER OF BOARD/ COMMITTEE OF THE BOARD MEETINGS OF THE BOARD:

During the year under review, the Board of Directors duly met 08 times and the details of attendance of
directors are as follows:

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of related party transactions made by the Company during the year under review are as
mentioned in the Annexure I.

MAINTENANCE OF COST RECORDS:

The Directors of the Company to the best of their knowledge and belief state that the Company has maintained
adequate Cost records as required to be maintained by the Company under the provisions of Section 148 of
the Companies Act, 2013 read with the relevant rules framed there under.

The Company has appointed M/s. Mitesh Suvagiya & Co., Cost Accountants (Firm Registration No.: 101470),
Ahmedabad, as the Cost Auditor of the Company for conducting audit of the cost accounting records for the
financial year ending on 31^s'' March, 2027.

Necessary resolution has been set out in the Notice convening the Annual General Meetingfor getting approval
of the members for ratification of payment of remuneration to the Cost Auditor for the Financial Year 2026-27.

The Audit Report on the cost records of the Company for the year ended 31^st March, 2026 will be submitted to
the Central Government in due course.

PARTICULARS OF EMPLOYEES:

During the year under review, there are no employees drawing remuneration which is in excess of the limit as
prescribed under Section 197 of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.

STATUTORY AUDITORS AND THEIR OBSERVATION:

M/s. Mistry & Shah LLP, Chartered Accountants (Firm Registration Number: W100683) were appointed as the
Statutory Auditor, for a term of five years, to hold office till the conclusion of the Annual General Meeting to be
held for the financial year ending on 31^st March, 2030 and they will continue to act as the Statutory Auditor till
the expiry of their present term.

ACCOUNTS & AUDITORS OBSERVATION:

• For the year under report, there are no audit qualification by the Statutory Auditors in the Financial
Statements of the Company.

• Details of frauds reported by auditors under sub-section (12) of section 143 other than those which are
reportable to the Central Government: NIL

APPOINTMENT OF INTERNAL AUDITOR:

M/s. Mitesh Suvagiya & Co., Cost Accountants, appointed as an Internal Auditor of the Company ay)
remuneration as may be mutually agreed between the Internal Auditor and Board of Directors for the Financial^;
Year 2026-2027. U*

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M/s. Parikh Dave & Associates, Practicing Company Secretaries were appointed as the Secretarial Auditor of
the Company for conducting the Secretarial Audit for the financial year 2025-26 pursuant to the provisions of
Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them in prescribed form
MR-3 is attached as Annexure II to this report.

There are no qualifications, reservations or adverse remarks in the secretarial report for the year 2025-26.
DISCLOSURE OF AUDIT COMMITTEE:

The constitution of the Audit Committee as on 31.03.2026 is as mentioned below:

1. Mr. HimulDasharathabhai Patel-Chairman, Independent Director

2. Mrs. Amitaben Hiteshbhai Patel- Member, Independent Director

3. Mr. Nirav Bharatbhai Patel- Member, Managing Director

During the year under review, the Audit Committee duly met and the details of attendance are as follows:

DISCLOSURE OF NOMINATION AND REMUNERATION COMMITTEE:

The constitution of the Nomination and Remuneration Committee as on 31.03.2026 is as mentioned below:

1. Mr. Himul Dasharathabhai Patel - Chairman, Independent Director

2. Mrs. Amitaben Hiteshbhai Patel-Member, Independent Director

3. Mr. Bharatbhai Prahaladbhai Patel - Member, Non-Executive Director

During the year under review, the Nomination and Remuneration Committee duly met and the details of
attendance are as follows:

POLICY ON DIRECTORS’ APPOINTMENT AND POLICY ON REMUNERATION:

Pursuant to the requirements of Section 134 and 178 of the Companies Act, 2013, the policy on appointment
of Board Members and policy on remuneration of the Directors, KMPs, Senior Management and othert^
employees is attached as Annexure III to this report. .0“

VIGIL MECHANISM:

Pursuant to provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies
(Meetings of Board and its Powers) Rules, 2014 the Board of Directors had approved the Policy on Vigil
Mechanism/ Whistle Blower Policy. Through this policy Directors, Employees or business associates may
report the unethical behavior, malpractices, wrongful conduct, frauds, violations of the Company''s code etc.
to the Chairman of the Audit Committee.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators/Courts that would impact the going
concern status of the Company and its future operations.

DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Company, Associate Company and Joint Venture.

INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has an Internal Financial Control System, commensurate with the size, scale and complexity of
its operations. The scope and authority of the Internal Control function is well defined.

ANNUAL RETURN:

As per the requirement of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 read with rules
made there under, as amended from time to time, the Annual Return in Form MGT-7 is available on the website
of the Company at www.vcottonexport.com

PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND INDEPENDENT DIRECTORS:

Pursuant to the provisions of Companies Act, 2013 and on recommendation of Nomination and Remuneration
Committee (NRC), the Board of Directors of the Company has laid down the criteria for evaluation cf its own
performance, its Committees and individual directors including independent Directois.

The Directors expressed their satisfaction with the evaluation process and the performance of the Directors.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo
as stipulated hereunder: -

Conservation of Energy;

1. The steps taken or impact on conservation of energy: -

The Company has taken measures and applied strict control system to monitor day to day power consumption,
to endeavor to ensure the optimal use of energy with minimum extent possible wastage as far as possible. The
day-to-day consumption is monitored and various ways and means are adopted to reduce the power
consumption in an effort to save energy.

2. The steps taken by the company for utilizing alternate sources of energy.

Company has not taken any step for utilizing alternate sources of energy.

3. The capital investment on energy conservation equipments.

Company has not made any capital investment on energy conservation equipments.
Technology Absorption:

Company has not imported any technology and hence there is nothing to be reported here.

(a) The details of technology imported : NIL

(b) The year of import : NIL

(c) Whether the technology been fully absorbed : NIL

(d) If not fully absorbed, areas where absorption has not taken place, and the : NIL
reason thereof

(e) The expenditure incurred on Research & Development : NIL

Foreign Exchange Earning and Outgo:

The details of Foreign Exchange Earnings and outgo during the year are as follows:

DIRECTORS’ RESPONSIBILITY STATEMENT:

It is hereby stated that:

(a) In the preparation of annual accounts, the applicable accounting standards have been followed and
that no material departures have been made for 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 the company at the end of the financial year and of the Profit of the Company for that
period.

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities:

(d) The Directors have prepared the annual accounts ongoing concern basis.

(e) The Directors have devised proper systems to ensure compliance with the provisions of all applicable.^ 7

laws and that such systems were adequate and operating effectively. /hrs

RISK MANAGEMENT POLICY: \\°^>

In today’s challenging world the Companies are exposed to the following common risk / concerns associated
with the business:

1. Uncertainties in Government policies and delay in further economic reforms;

2. Economic Revival;

3. Emergence of inflationary conditions;

4. Any unexpected changes in regulatory framework;

5. Retention of talent etc.

The operational and financial risks are constantly measured and also elaborate actions are being taken to
mitigate them successfully.

The Company has in place proper Risk Management policy. The Risk Management Policy is designed to
safeguard the organization from various risks through adequate and timely actions. It is designed to mitigate
the risk in order to minimize the impact of the risk on the Business.

In the opinion of the Board there has been no identification of element of Risk that may threaten the existence
of the Company.

PROCEEDINGS INITIATED/PENDING AGAINST THE COMPANY UNDERTHE INSOLVENCY AND BANKRUPTCY
CODE, 2016:

There are no proceedings initiated/ pending against the Company under the Insolvency and Bankruptcy Code,
2016.

The details of difference between amount of the valuation done at the time of one-time settlement ana the
valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof: Not
Applicable

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE AND MATERNITY BENEFIT:

The Company is committed to provide a safe and conducive work environment to its employees during the year
under review.

An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual
harassment. Your Directors further state that during the year under review, there were no cases filed pursuant
to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

It is being confirmed that the Company has complied with applicable provisions of the Maternity Benefit Act.

DISCLOSURE OF CHANGE IN NATURE OF BUSINESS:

No change in the nature of business during the year.

SECRETARIAL STANDARDS:

The Board of Directors of the company confirms to the best of their knowledge and belief that the Company
has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company
Secretaries of India as amended from time to time and made applicable by the Ministry of Corporate Affairs
during the financial year under review.

INSURANCE:

During the year under review the properties and assets of the Company are adequately insured.

The Directors are pleased to report that the relations between the employees and the management continued
to remain cordial during the year under review.

ACKNOWLEDGMENT:

Your Directors are thankful to regulatory and Government authorities, bankers and clients of the Company.