డైరెక్టర్ల నివేదిక Siddhi Cotspin Ltd.

Your Directors have pleasure in presenting their 11th Annual Report on the business and operations of Siddhi Cotspin Limited together with the audited financial statements for the financial year ended on 31st March, 2026.

STATE OF THE COMPANY''S AFFAIRS

During the financial year under review, the Company continued to engage in the business of manufacturing and sale of cotton yarn. The textile industry witnessed a challenging business environment due to fluctuations in cotton prices, changing demand patterns, and global economic uncertainties. Despite these challenges, the Company remained focused on operational efficiency, quality, cost optimisation, and customer satisfaction.

A significant milestone during the year was, the successful completion of the Initial Public Offer (IPO) of the Company. Pursuant to the IPO, the equity shares of the Company were listed on the SME Platform of the National Stock Exchange. The successful listing marks an important step in the Company''s growth journey and reflects the confidence of investors in the Company''s business model and future prospects.

The proceeds from the IPO are being utilised for the purposes stated in the Prospectus, including meeting working capital requirements and other general corporate purposes. The Board believes that the enhanced capital base and listing status will support the Company''s long-term growth strategy and improve its ability to capitalize on future business opportunities.

The Directors are pleased to report that the overall affairs of the Company remained satisfactory during the year. The management continues to focus on operational excellence, prudent financial management, innovation and sustainable growth while creating long-term value for all stakeholders.

FINANCIAL PERFORMANCE

The summary of the financial performance for the financial year ended 31st March, 2026 is given below:

Rs. In Lakhs

RESERVE AND SURPLUS

During the financial year under review, the Company has not transferred any amount to the General Reserve. The profit of ?964.08 Lakhs earned during the year has been retained in the Surplus in the Statement of Profit and Loss under the head ''Reserves and Surplus'' in accordance with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

CHANGE IN NATURE OF BUSINESS

During the financial year under review, there was no change in the nature of the business of the Company. The Company continued to carry on its business of manufacturing and sale of textile products.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the financial year under review, the Company successfully completed its Initial Public Offering (IPO), and its Equity Shares were listed on the SME Platform of the National Stock Exchange with effect from September 26, 2025. The IPO has strengthened the Company''s capital base and financial position.

Except as stated above, no material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year ended March 31, 2026 and the date of this Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the financial year under review, no company became or ceased to be a Subsidiary, Associate or Joint Venture of the Company. As on 31st March, 2026, the Company does not have any Subsidiary, Associate or Joint Venture Company.

DIVIDEND

In order to conserve resources for the Company''s business operations and future growth, the Board of Directors has not recommended any dividend for the financial year ended March 31, 2026.

SHARE CAPITAL AS ON 31^st MARCH, 2026a. Authorised Share Capital

As on March 31, 2026, the Authorised Share Capital of the Company was ^24,90,00,000 (Rupees Twenty-Four Crore Ninety Lakhs Only) divided into 2,49,00,000 Equity Shares of ?10/- each.

b. Issued, Subscribed and Paid-up Share Capital

Initial Public Offering (IPO) and allotted 49,44,000 Equity Shares of ?10/- each at an issue price of ?108 per Equity Share (including a premium of ?98 per Equity Share). Pursuant to the allotment, the Equity Shares of the Company were listed on the NSE

EMERGE, SME Platform of the National Stock Exchange with effect from September 26, 2025.

Consequently, as on March 31, 2026, the Issued, Subscribed and Paid-up Equity Share Capital of the Company stood at ? 24,40,64,910, comprising 2,44,06,491 Equity Shares of ?10/- each.

c. Other Disclosures

During the financial year under review, the Company has not:

Issued any Equity Shares with Differential Voting Rights;

Granted any Employee Stock Options;

Issued any Sweat Equity Shares;

Bought back any of its securities; or Issued any Bonus Shares.

CHANGE IN REGISTERED OFFICE OF THE COMPANY

During the financial year under review, there was no change in the registered office of the Company. The registered office of the Company continues to be situated at its existing address.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY

The composition of the Board of Directors of the Company is in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable.

During the financial year under review, there was no change in the composition of the Board of Directors and the Key Managerial Personnel of the Company.

As on March 31, 2026, the Board of Directors and Key Managerial Personnel of the Company were as under:

There has been no change in the composition of the Board of Directors and the Key Managerial Personnel of the Company as on the date of this Report.

None of the aforesaid Directors are disqualified under Section 164(2) of the Companies Act, 2013 ("the Act").

MEETING OF BOARD OF DIRECTORS OF THE COMPANY

During the financial year under review, 11 (Eleven) meetings of the Board of Directors were held. The intervening gap between any two consecutive meetings did not exceed one hundred and twenty days, as prescribed under the Companies Act, 2013 and the Secretarial Standard on Meetings of the Board of Directors (SS-1) issued by the Institute of Company Secretaries of India.

The details of the Board Meetings held during the year are provided below:

MEETING OF INDEPENDENT DIRECTORS

Pursuant to the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 if applicable, the Independent Directors of the Company held a separate meeting on 13^th November, 2025, without the attendance of the Non-Independent Directors and members of the management.

The meeting was attended by the following Independent Directors:

During the meeting, the Independent Directors, inter alia:

Reviewed the performance of the Non-Independent Directors and the Board as a whole;

Reviewed the performance of the Chairperson of the Company, taking into account the views of the Executive and Non-Executive Directors; and

Assessed the quality, quantity and timeliness of the flow of information between the Company''s management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

COMMITTEES OF THE COMPANY

The Board of Directors has constituted the Committees in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, if applicable. The Committees function within the terms of reference approved by the Board.

The details of the Committees of the Board as on the date of this Report are as under:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Corporate Social Responsibility Committee

4. Stakeholders Relationship Committee

1. Audit Committee

The Audit Committee of the Board is constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, if applicable.

The constitution of the Audit Committee is as follows:

2. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Board is constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, if applicable.

The constitution of the Nomination and Remuneration Committee is as follows

WEB LINK OF ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at: https: / / www.siddhicotspin.com/annual-return.php

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(b) The directors had 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 and loss of the company for that period;

(c) The directors had 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 had prepared the annual accounts on a going concern basis;

(e) 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

(f) The Director have devised Proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

FORMAL ANNUAL EVALUATION BY THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, that of its Committees and individual Directors.

The performance evaluation of the Board, its Committees and individual Directors was carried out based on the criteria approved by the Nomination and Remuneration Committee, covering various aspects such as composition of the Board and Committees, effectiveness of Board processes, strategic guidance, governance, participation in meetings, contribution to decision-making, and safeguarding the interests of stakeholders.

The Independent Directors, in their separate meeting, reviewed the performance of the Non-Independent Directors, the Board as a whole and the performance of the

Chairperson of the Company, taking into account the views of the Executive and NonExecutive Directors. The Board expressed satisfaction with the evaluation process and its outcomes.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations under section 149(7) from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board is of the opinion that the Independent Directors of the Company possess the requisite integrity, expertise and experience (including proficiency) and fulfil the conditions specified under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are independent of the management.

The Independent Directors have also confirmed that they have complied with the provisions relating to registration in the Independent Directors'' Databank, wherever applicable.

OPINION OF THE BOARD ON THE INTEGRITY, EXPERTISE AND EXPERIENCE OF INDEPENDENT DIRECTORS

In the opinion of the Board, the Independent Directors of the Company are persons of integrity and possess the requisite expertise and experience (including the proficiency required under the provisions of the Companies Act, 2013) to effectively discharge their duties and responsibilities as Independent Directors.

The Board has taken into consideration the declarations received from the Independent Directors, their qualifications, experience, contributions during the year, and their registration in the Independent Directors'' Databank maintained by the Indian Institute of Corporate Affairs (IICA).

The Independent Directors have also confirmed compliance with the applicable provisions relating to the online proficiency self-assessment test, including exemption therefrom, wherever applicable.

DETAILS OF AUDITORS OF THE COMPANYa) Statutory Auditor

The Company in its 09th Annual General Meeting held on 30th September, 2024 appointed M/s. ABHL and Associates, Chartered Accountants, (Firm Registration No. 139200W), as Statutory Auditor of the Company for the period of 5 years from the conclusion of 09th Annual General meeting till the conclusion of 14th Annual General Meeting.

The Statutory Auditors have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company in terms of the provisions of Section 141 of the Companies Act, 2013 and the rules made thereunder.

The Auditors'' Report on the Standalone Financial Statements for the financial year ended 31st March, 2026 does not contain any qualification, reservation, adverse remark or disclaimer.

The Independent Auditors'' Report for the financial year 2025-26 forms part of this Annual Report and is annexed as Annexure-VI

b) Secretarial Auditor

The provisions of Section 204 of Companies Act, 2013 are applicable on the Company, hence M/s. Parshwa Shah & Associates, Company Secretary (Membership Number: F12149), has appointed as a Secretarial Auditor of the Company in the Board Meeting held on 12^th May, 2025, to conduct Secretarial Audit of the Company for the year ending as on 31st March, 2026. The Report is attached herewith as Annexure -V

There are no qualifications or adverse remarks in the Secretarial Auditor''s Report. The observations of the Secretarial Auditors are self-explanatory and do not call for any further comment.

c) Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Board of Directors has appointed M/s. JPMK and Company, (Firm Registration No. 124193W) the Chartered Accountants, as the Internal Auditor of the Company for the financial year 2025-26 in the Board meeting held on 12^th May, 2025.

The Internal Auditor conducts internal audits on a periodic basis, and the internal audit reports are reviewed by the Audit Committee. The Audit Committee monitors the adequacy and effectiveness of the internal financial controls and the internal audit function and ensures that appropriate corrective actions are taken, wherever necessary.

d) Cost Auditor

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Board of Directors, on the recommendation of the Audit Committee, has appointed M/s. Anuj Aggarwal & Co, Cost Accountants (Firm Registration No. 102409), as the Cost Auditors of the Company to conduct the audit of the cost records of the Company for the financial year 2026-27, at a remuneration of ? 55000, subject to ratification by the shareholders at the ensuing Annual General Meeting.

COMMENTS BY THE BOARD ON QUALIFICATION, RESERVATION, ADVERSE REMARK OR DISCLAIMER1) Statutory Auditor

The Statutory Auditors'' Report on the Standalone Financial Statements of the Company for the financial year ended 31st March, 2026 does not contain any qualification, reservation, adverse remark or disclaimer. Accordingly, no comments of the Board are required in this regard.

2) Secretarial Auditor

The Secretarial Audit Report issued by M/ s. Parshwa Shah and Associates, Practicing Company Secretaries, for the financial year ended 31st March, 2026 does not contain any qualification, reservation, adverse remark or disclaimer. Accordingly, no comments of the Board are required in this regard.

FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013

During the financial year under review, the Statutory Auditors have not reported any instance of fraud committed against the Company by its officers or employees under Section 143(12) of the Companies Act, 2013. Accordingly, no disclosure is required under this section.

MAINTENANCE OF COST RECORDS

The Company has maintained the cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014. The Company has complied with the applicable provisions relating to the maintenance of cost records during the financial year under review.

Further, the Cost Audit Report for the financial year ended 31st March, 2026 will be filed with the Central Government within the prescribed time limit.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference to the financial statements, which are commensurate with the size, scale and complexity of its operations. These controls are designed to ensure the orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and the timely preparation of reliable financial information.

The Board is of the opinion that the Company''s internal financial controls were adequate and operating effectively throughout the financial year under review.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1)

All contracts, arrangements and transactions entered into by the Company with related parties during the financial year under review were in the ordinary course of business and on an arm''s length basis and were in compliance with the provisions of Section 188 of the Companies Act, 2013 and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All Related Party Transactions were placed before the Audit Committee for its prior approval or omnibus approval, as applicable, in accordance with the provisions of the provisions of Section 188 of the Companies Act, 2013 and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee reviews the Company''s Related Party Transactions Policy periodically to ensure continued compliance with the applicable legal and regulatory requirements.

The Company has complied with the requirements of Regulation 23(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the halfyearly disclosures of Related Party Transactions have been submitted to the Stock Exchange within the prescribed timelines.

During the financial year, purchases from Ace Fabrics LLP reduced significantly from ?97.22 crore in FY 2024-25 to ?10.48 lakh in FY 2025-26, while sales to Shivtex Spinning reduced from ?20.82 crore in FY 2024-25 to Nil in FY 2025-26. The reduction was primarily on account of business and commercial considerations, as the required materials became readily available from independent third-party suppliers on competitive commercial terms. Further, as a matter of good corporate governance, the management decided to discontinue business transactions with related parties wherever commercially feasible.

There were no materially significant related party transactions entered into by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons or other related parties that could have a potential conflict with the interests of the Company.

The Company entered into related party contract(s)/arrangement(s) covered under the provisions of Section 188 of the Companies Act, 2013. The particulars of such contract(s)/arrangement(s), as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, are provided in Form AOC-2, which forms part of this Board''s Report as Annexure-I.

The details of all other related party transactions are disclosed in Note No. 30.4 to the Standalone Financial Statements in accordance with the applicable Accounting Standard -18.

The Policy on Related Party Transactions is available on the website of the Company at https: / / www.siddhicotspin.com/policies.php.

PARTICULARS OF LOANS / GUARANTEES / INVESTMENT UNDER SECTION 186

Particulars of loans given, guarantees provided, investments made by the Company during the financial year under review, covered under the provisions of Section 186 of the Companies Act, 2013, are disclosed in the notes forming part of the Standalone Financial Statements.

The Company has complied with the provisions of Section 186 of the Companies Act, 2013 in respect of such loans, guarantees, securities and investments.

DEPOSITS UNDER CHAPTER V OF THE ACT

During the financial year under review, the Company has not accepted any deposits from the public within the meaning of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. The Company has, however, availed borrowings from banks, accepted inter-corporate loans from body corporates and unsecured loans from Directors, which are not considered as deposits in terms of Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014 are disclosed in Note No. 5 and 30.4, respectively, to the Standalone Financial Statements forming part of this Annual Report. In respect of the unsecured loans received from the Directors, the Company has obtained declarations from the concerned Directors confirming that the amounts have been advanced out of their own funds and are exempt from the definition of ''deposit'' under Rule 2(1)(c)(viii) of the said Rules.

DEPOSITS NOT IN COMPLIANCE WITH CHAPTER V

The Company has not accepted any deposits which are not in compliance with the requirements of Chapter V of the Act during the year.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The disclosure in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure-II

COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Company has in place a Nomination and Remuneration Policy formulated by the Nomination and Remuneration Committee in accordance with the provisions of Section 178 of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, if any.

The Policy lays down the criteria for determining qualifications, positive attributes, independence of Directors and the framework for appointment, re-appointment, remuneration and evaluation of Directors, Key Managerial Personnel and Senior Management Personnel.

The Policy also ensures that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors and Key Managerial Personnel of the quality required to successfully manage the affairs of the Company.

The Nomination and Remuneration Policy is available on the website of the Company at https: / / www.siddhicotspin.com/policies.php

RISK MANAGEMENT

The Board of Directors is responsible for overseeing the Company''s risk management process. The Board periodically reviews the key risks associated with the business and ensures that appropriate measures are in place to identify, assess, monitor and mitigate such risks.

The Company has adequate internal control systems and procedures commensurate with the nature and size of its business to manage operational, financial, regulatory and other business risks.

During the year under review, the Board has not identified any material risk which, in its opinion, may threaten the existence of the Company. The Board continues to monitor the risk environment and takes appropriate measures to safeguard the interests of the Company and its stakeholders.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report, covering the Company''s operations, industry structure and developments, opportunities and threats, outlook, risks and concerns, internal control systems, financial and operational performance, human resources and other material developments, forms part of this Report as Annexure III.

CORPORATE SOCIAL RESPONSIBILITY

The Company is committed to conducting its business in a socially responsible and sustainable manner. In compliance with the provisions of Section 135 of the Companies Act, 2013, the Company has constituted a Corporate Social Responsibility Committee and adopted a Corporate Social Responsibility Policy.

The Corporate Social Responsibility Committee monitors the implementation of the CSR Policy and recommends appropriate CSR activities to the Board from time to time.

The CSR Policy of the Company is available on the Company''s website at https: / / www.siddhicotspin.com/policies.php

The Annual Report on Corporate Social Responsibility activities, as prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, forms part of this Report as Annexure IV.

SIGNIFICANT AND MATERIAL ORDERS BY REGULATORS / COURTS / TRIBUNALS

During the year under review, no significant or material orders were passed by any regulator, court or tribunal impacting the going concern status of the Company or its future operations.

PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no applications filed against the Company under the Insolvency and Bankruptcy Code, 2016. However, the Company, being an Operational Creditor, had filed Company Petition C.P. (IB) No. 209 of 2024 against M/s. Splenora Textures LLP (Corporate Debtor) under Section 9 of the Insolvency and Bankruptcy Code, 2016 before the Hon''ble National Company Law Tribunal, Ahmedabad Bench, for recovery of the outstanding operational debt along with applicable interest.

During the financial year, the Corporate Debtor paid the entire outstanding principal amount of ^1,34,63,068.00 in a phased manner. However, the interest claimed by the Company on the delayed payment remains outstanding and has not been received. Accordingly, the Company is continuing with the adjudication proceedings before the Hon''ble NCLT for recovery of the outstanding interest.

The matter is presently pending adjudication before the Hon''ble NCLT.

ONE-TIME SETTLEMENT (OTS) VALUATION DISCLOSURE

During the year under review, the Company has not entered into any one-time settlement with any Bank or Financial Institution.

Accordingly, disclosure relating to the difference between the valuation carried out at the time of one-time settlement and the valuation carried out while availing the loan is not applicable.

COMPLIANCE WITH THE POSH ACT, 2013 (THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company is committed to providing a safe, secure and conducive work environment free from sexual harassment.

MATERNITY BENEFIT

The Company confirms that it has complied with the provisions of the Maternity Benefit Act, 1961 and has extended all applicable maternity benefits to eligible employees in accordance with the provisions of the Act.

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

The particulars required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are as follows:

A. CONSERVATION OF ENERGY(i) The steps taken or impact on conservation of energy;

The Company continues to undertake measures for conservation of energy by optimising the utilisation of plant and machinery, monitoring energy consumption and implementing energy-efficient operational practices.

(ii) The steps taken by the company for utilising alternate sources of energy;

As part of Company''s commitment towards sustainability and the adoption of renewable sources of energy, the Company had successfully commissioned and installed a 1 MW Rooftop Solar Power Plant during the Financial Year 2022-23 to meet a part of its electricity requirements through clean energy.

Further, during the current financial year, the Company undertook the installation of a 4.82 MW Ground Mounted Solar Power Project at Village-Dhamboliya, Taluka-Bhiloda, District, Aravalli of Gujarat State. The project was under implementation during the year and was successfully commissioned, with commercial operations

commencing in April 2026. The project is expected to substantially enhance the Company''s utilization of renewable energy, reduce dependence on conventional sources of power, lower energy costs, and contribute towards reducing its carbon footprint.

The Company remains committed to increasing the use of renewable energy and implementing environmentally sustainable practices across its operations.

(iii) The capital investment on energy conservation equipments;

The Company has made significant investments in renewable energy infrastructure as part of its long-term energy conservation and sustainability initiatives. As on 31 March 2026, the Company had incurred a capital expenditure of ?1702.94 Lakhs towards the development of its 4.82 MW Ground Mounted Solar Power Project at Bhiloda, Gujarat.

(B) TECHNOLOGY ABSORPTION(i) The efforts made towards technology absorption;

Siddhi Cotspin Limited believes in staying updated with the latest technology. The company uses new and improved tools and systems in all parts of its business like manufacturing, banking, finance, accounts, marketing, and company management. It also regularly trains its employees and shares new information with them, so they stay aware of the latest changes and improvements in their fields.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution;

Through consistent adoption and implementation of modern technologies, the Company has achieved improvements in operational efficiency, resource optimization, and product quality. These efforts have also strengthened its competitive position and enabled sustainable long-term growth in the ever-evolving textile industry.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

(a) The details of technology imported; NIL

(b) The year of import; NA

(c) Whether the technology been fully absorbed; NA

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof; NA

(iv)The expenditure incurred on Research and Development. NA (C) FOREIGN EXCHANGE EARNINGS AND OUTGO-

(Amount in Lakhs)

CORPORATE GOVERNANCE

The provisions relating to Corporate Governance as specified under Regulations 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company, being an SME listed entity. Accordingly, a separate report on Corporate Governance does not form part of this Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors and Meeting of Shareholders (EGM/AGM) i.e. SS-1 and SS-2 issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013.

ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism/Whistle Blower Policy to provide a mechanism for directors, employees and other stakeholders to report genuine concerns regarding unethical behaviour, actual or suspected fraud, or violation of the Company''s Code of Conduct.

The Vigil Mechanism/Whistle Blower Policy provides for adequate safeguards against victimisation of persons who use such mechanism and ensures direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The Company affirms that no person has been denied access to the Audit Committee. To ensure proper functioning of vigil mechanism the Audit Committee of the Company on quarterly basis take note of the same.

The Vigil Mechanism/Whistle Blower Policy is available on the Company''s website at https: / / www.siddhicotspin.com/policies.php

CAUTIONARY STATEMENT

Statements in the Directors Report and the Management Discussion and Analysis describing the Company''s objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, and other factors which are material to the business operations of the Company.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the continued support and cooperation received from the shareholders, customers, suppliers, bankers, financial institutions, business associates, government and regulatory authorities and all other stakeholders. The Directors also acknowledge and appreciate the commitment, dedication and valuable contribution made by the employees at all levels, which has significantly contributed to the Company''s performance and growth.