Your Directors have pleasure in presenting the 44^th Annual Report together with the Audited Financial Statements of the Company for
the financial year ended 31^st March, 2025.

PERFORMANCE REVIEW/STATE OF AFFAIRS OF THE COMPANY, MODERNISATION AND EXPANSION

A) Yarn Spinning, Dyeing and Fabrics

During the year 2024-25, turnover of the Company has increased from Rs. 825.76 crores to Rs. 868.16 crores, an increase of
5.13 % over previous year. PAT has also improved from Rs.18.68 crores to Rs. 28.06 crores showing an increase of over 50 % as
compared to previous year. Despite unending global and geopolitical conflicts in Europe, Middle East and elsewhere in world, our
exports have also improved from Rs. 431.98 crores to Rs. 443.29 crores. Modernization project undertaken during previous years
have yielded desired result in terms of increased production both in spinning and dyeing sections due to increased utilization /
efficiency with improved quality. Despite not so good global situation, modernization project has helped the Company to achieve
higher Turnover and higher PAT. The Company is also undertaking another modernization / expansion project at the cost of approx. Rs.
61 crores which would be met through bank funding of Rs 45 crores and Internal accruals of approx.. Rs. 16 crores. This expansion part
would be used for facilitating production of value added cotton based melange yarns and modernization part would help us in improving
efficiency and reduction of waste. In addition to above benefits, we would become entitled to receive benefits under Himachal
Pradesh Industrial Policy in the form of power concessions to our unit at Village kaundi, Near Baddi, Distt Solan, H. P. As envisaged
in project, dye house production is inching up from 31.5 tons per day to 33 tons per day and during the year company has
achieved highest ever production of over 11,000 MT. Expansion project has also resulted in improved operational efficiency and
utilization. The Company is actively contributing to ZDHC roadmap to zero prg, reaffirming its commitment to sustainable practices.
The Company has achieved progressive level in supplier to zero (STZ) program demonstrating responsible chemical management
and sustainable manufacturing practices. During the year the company shifted to biofuels from pet coke thereby reducing carbon
emissions and dependence on non-renewable energy sources. The Company has achieved 100 % compliance with all applicable
parameters in the last five consecutive years of ZDHC clear stream (waste water) reports.

B) Hydro and Solar Power Projects

During the year 2024-25, Hydropower project at Manuni
khad, Dhramshala (HP) has generated 112.13 lakh units as
compared to previous year generation of 123.09 lakh units.
Lower generation as compared to previous year was due to
reduced rains in the catchment area. Entire units generated
were Captively consumed in our plant at Baddi, Distt Solan
H.P. During year under review solar plant installed with a
capacity of 2.89 MW has generated 34.74 lakh units which
were also Captively consumed at our spinning unit at
Village kaundi, Near Baddi, Distt Solan H.P.

ACCOLADES AND RECOGNITIONS

We are very pleased to inform you that our company has been
awarded the "Silver" award for exports of "Processed yarns" from
India for the F.Y. 2022-2023 and 2023-2024 in Category-III (Above
H250 Crores) by The Cotton Textile Export Promotion Council
(TEXPROCIL). Now overall in India Winsome is at No.2 in exports
of processed yarns.

SHARE CAPITAL

The Authorized Share Capital of the Company is H25,00,00,000/-
(Rupees Twenty Five Crores) divided into 2,50,00,000 (Two Crore
Fifty Lac) Equity Shares of H10/- each.

The paid up Equity Share Capital as at March 31, 2025 was
H19,82,00,000/- (comprised of 1,98,20,000 equity shares of H10/-
each). During the year under review, the Company has neither
issued any shares nor granted stock options or sweat equity,
preference shares and also not made any provision for purchase
of its own shares by employees or by trustees.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The Company has not given any loan or provided any security/
guarantee as per section 186 of the Companies Act, 2013
during the year 2024-25. The Investments under section 186 of
the Act are given in the Financial Statements forming part of
the Annual Report.

PUBLIC DEPOSITS

The Company has not accepted /renewed any deposits from the
public during the FY 2024-25.

DIVIDEND & RESERVES

Keeping in view to conserve resources, your Directors have not
recommend any dividend for the FY 2024-25.

During the year under review no unclaimed and unpaid dividend
was pending for transfer to IEPF Authority. Although, the
unclaimed dividend and shares already transferred to the IEPF
Authority by the Company in the previous years can be claimed

by the concerned shareholders by approaching the Investor
Education and Protection Fund Authority.

NUMBER OF MEETINGS HELD

The details of Board and Committee Meetings are given in the
Corporate Governance Report.

DIRECTORS/ KEY MANAGERIAL PERSONNEL

Sh. Ashish Bagrodia, Chairman & Managing Director and Sh.
Anil Kumar Sharma, Executive Director & CEO shall be liable to
retire by rotation at the ensuing General Meeting, being eligible,
they have offered themselves for re-appointment. During the
financial year, Smt. Neena Singh, Non-Executive Independent
Director Completed her statutory maximum permissible two
consecutive terms on 26.03.2025 and ceased to be director of
the Company. Sh. Akash Garg has been appointed as a Non¬
Executive Independent Director w.e.f. 13.02.2025 which has
been duly approved by shareholders on 09.05.2025.

Furthermore, the current term of appointment of Sh. Ashish
Bagrodia, chairman & Managing Director and Sh. Anil Kumar
Sharma, Executive Director & CEO shall expire in January 2026 and
February 2026 respectively. There re- appointment have been
proposed in the forthcoming AGM. They required information
have been provided in the notice of Annual General Meeting.

ANNUAL EVALUATION OF BOARD AND ITS
COMMITTEES AND OF INDIVIDUAL DIRECTORS.

As per Companies Act 2013 and Listing Regulations, Board has
adopted formal mechanism for evaluating its performance and
as well as that of its committees, individual Directors, including
the Chairman of the Board in compliance of Companies Act 2013
and Listing Regulations. The exercise was carried out through
a structured evaluation process covering various aspects of
the Boards functioning such as composition of the Board, its
committee & members, their experience & competencies,
performance of specific duties & obligations, governance.
Broadly the performance of Non-Independent/Executive/
Whole Time Director(s) was evaluated on the basis of their
own performance, expertise, intelligence, their qualitative &
quantitative contribution towards operational achievements,
organizational performance etc. The performance of Non¬
Executive Independent Directors were evaluated on the basis
of their constructive participation's in Board/Committee/
General meetings, their informed & balanced decision-making,
ability to monitor financial controls, systems & certain allied
parameters. The annual performance evaluation of various
Board Committees constituted under Companies Act & Listing
Regulations was made on the basis of their respective terms of
reference, discharge of functions, governance etc.

The separate Meeting of independent Directors was held on 12th
February, 2025 to review the performance of Non-Independent
directors including the Chairman and the Board as a whole as per
Code of Independent Directors under Companies Act 2013 and

Listing Regulations. The Independent Directors also reviewed
the quality, content and timeliness of follow of information
between Management and the Board.

The Performance Evaluation Policy of Board of Directors is
uploaded on the Company's website i.e. www.winsometextile.
com under corporate policies.

REMUNERATION POLICY

The Board has on the recommendation of the Nomination and
Remuneration Committee, framed a policy for selection and
appointment of Directors, Key Managerial Personnel, Senior
Management and their Remuneration. The said policy has been
uploaded on the website of the Company. The Key provisions
of Nomination and Remuneration policy are appended as an
Annexure I to the Board's report.

AUDIT COMMITTEE

The company has duly constituted an Audit Committee, the
scope of which is quite comprehensive and is in conformity
with the provisions of the Companies Act, 2013 and Listing
Regulations. The composition of the Audit Committee is given in
Corporate Governance Report.

All the recommendations of the Audit Committee were
accepted by the Board.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM
/ WHISTLE BLOWER POLICY

The Company has adopted the Whistle Blower Policy/Vigil
mechanism for directors and employees to report concerns
about unethical behavior, actual or suspected fraud, or violation
of the Company's Code of Conduct and Ethics. Such mechanism/
policy is also uploaded on the website of the Company i.e. www.
winsometextile.com under the head "corporate policies".

AUDITOR'S REPORT

The auditor's report is self-explanatory and requires
no explanation.

COST AUDIT & AUDITORS

M/s K.K. Sinha & Associates, Cost Accountants were appointed
as Cost Auditors of your Company for auditing the cost accounts
records for the financial year 2024-25 under provisions of Section
148 of the Companies Act, 2013. They are likely to submit Cost
Audit Report within the prescribed time limit. Further the
Company has made and maintained proper cost records as
specified by the central government under sub-section (1) of
section 148 of the Companies Act, 2013 for its business activities
carried out during the year.

Furthermore, the Board has re-appointed M/s K.K. Sinha &
Associates, Cost Accountants as Cost Auditors of the Company
for the financial year 2025-26 on a remuneration of H75,000/-
(Rupees Seventy Five Thousand Only) same as in the previous
year subject to the approval of Shareholders. The Company has

received written confirmation(s) from M/s K.K. Sinha & Associates,
Cost Accountants, to the effect that their re-appointment, if
made, would be in accordance of provisions of section 148 of
Companies Act 2013 and that they are not disqualified for such
appointment within the meaning of section 141 of Companies
Act, 2013 read with Companies (Audit & Auditors) Rules 2014.

SECRETARIAL AUDIT & AUDITORS

Shri Ramesh Bhatia, Practicing Company Secretary was
appointed to conduct the secretarial audit of the Company for
the financial year 2024-2025 as required under Section 204 of the
Companies Act, 2013 and Rules made there under. The secretarial
audit report for FY 2024-25 is appended as an Annexure II to
the Board's report. The Secretarial auditors' report for the year
under review contain no adverse remarks, qualifications, hence
no comments required.

Furthermore, the Board has appointment (subject to the
approval of shareholders) Shri Ramesh Bhatia, Practicing
Company Secretary as secretarial auditor of the Company for a
period of five years in terms of Regulations 24 A of SEBI (LODR)
Regulation 2015.

ANNUAL SECERTARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the financial year
2024-25 for all applicable compliances as per SEBI Regulations
and Circulars / Guidelines issued thereunder. The Annual
Secretarial Compliance Report has been submitted to the stock
exchanges within the prescribed time.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
MADE WITH RELATED PARTIES

All Related Party transactions entered during the financial
year were on arm's length basis and in the ordinary course
of business. There were no materially significant related
party transactions with the Company's Promoters, Directors
Management or their relatives, which could have had a potential
conflict with the interests of the Company. Transactions with
related parties entered by the Company in the normal course
of business are periodically placed before the Audit Committee/
Board for its review/approval under omnibus approved route.
There was no material contract or arrangement or transactions
with Related Party during the year. Thus, disclosure in form AOC-
2 is not required.

The Board of Directors of the Company has, on the
recommendation of the Audit Committee, adopted a policy
to regulate transactions between the Company and its
Related Parties, in compliance with the applicable provisions
of the Companies Act, 2013, the rules there under and Listing
Regulations. This Policy as considered and approved by the
Board has been uploaded on the website of the Company at web
link http://www.winsometextile.com/files/pdf/68-63-file.pdf.

PARTICULARS OF EMPLOYEES

The information under Section 197 read with Rule 5(1), 5(2)
& 5(3) of Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 is appended as an Annexure
III & Annexure IV to the Board Report.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the
Companies Act, 2013, the Annual Return as on March 31, 2025
is available on the Company's website at web link http://www.
winsometextile.com/annual-return.

INDUSTRIAL RELATIONS

The company maintained healthy, cordial and harmonious
industrial relations at all levels.

DEVELOPMENT AND IMPLEMENTATION OF A RISK
MANAGEMENT POLICY

The Company has been addressing various risks through
well-defined risk management policy/procedures, which in
the opinion of the Board may threaten the existence of the
Company. The Company has in place a mechanism to inform the
Board about the risk assessment and minimization procedures
and periodical review to ensure that management controls risk
through means of a properly defined framework.

The Company has formulated and adopted Risk Management
Policy to prescribe risk assessment, management, reporting
and disclosure requirements of the Company. The said
policy is available on the website of the Company i.e. www.
winsometextile.com.

INTERNAL FINANCIAL CONTROL SYSTEMS

The Company has laid down adequate internal financial controls
with reference to financial statements. During the year such
controls were tested and no material weakness in their operating
effectiveness was observed.

Further, the Company has an adequate system of internal control
system in place commensurate with its size and operations.
It ensures that all transactions are authorized, recorded and
reported correctly. To maintain its objectivity and independence,
an in-house Internal Audit Department of Company continuously
monitors and evaluates the efficacy and adequacy of internal
control system in the Company, its compliance with operating
system, accounting procedures and policies/SOP's at all the
location of the Company. Significant audit observation and
corrective actions thereon are presented to Audit Committee.
The Audit Committee regularly reviews the reports submitted by
Internal Audit Department.

ASSOCIATES AND SUBSIDIARIES

The Company has no Associates & Subsidiaries as on
March 31,2025.

OVERSEAS BRANCH

The Company has its branch office in Poland, which is operational
since F.Y. 2018-19 and catering to textile market in central Europe.

CORPORATE GOVERNANCE AND COMPLIANCE WITH
SECRETARIAL STANDARDS

As per the provisions of Listing Regulations, a separate Report
on Corporate Governance practices followed by the Company
together with a Certificate from the Practicing Company
Secretary, confirming compliance forms part of this report.
Furthermore, the Company has complied with Secretarial
Standards issued by Institute of Company Secretaries of India on
Board Meetings and General Meetings.

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

As required under Section 134(3)(m) of the Companies Act
2013 read with Rule 8 of Companies (Accounts) Rules, 2014
the particulars relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo is
appended as an Annexure V to the Board's Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The brief outline of the corporate social responsibility (CSR)
policy of the Company and the initiatives undertaken by
the Company on CSR activities during the year are set out in
Annexure VI of this report in the format prescribed in the
Companies (Corporate Social Responsibility Policy) Rules, 2014
as amended. For other details regarding the CSR Committee,
please refer to the Corporate Governance Report, which is also
part of this Annual Report. The CSR policy is available on website
of Company at web link:

http://www.winsometextile.com/files/pdf/68-224-file.pdf.

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

There was no significant and material orders passed by the
Regulators or Courts or Tribunals impacting the going concern
status and Company's operations.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(3)(c) and 134(5) of
Companies Act, 2013, it is hereby confirmed that:

• in the preparation of annual accounts for the financial
year ended 31st March, 2025, the applicable accounting
standards have been followed and that there are no
material departures;

• the Directors have selected such accounting policies and
applied them consistently and made judgements and
estimates that were reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as
at 31st March, 2025 and of the profit or loss of the Company
for the year ended on that date;

• the Directors have taken proper and sufficient care 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;

• the annual accounts have been prepared on a
going concern basis;

• the Directors have laid down internal financial controls to
be followed by the company and that such internal financial
controls are adequate and are operating effectively;

• the Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems are adequately and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have submitted the
Declaration of Independence, as required pursuant to provisions
of section 149 of Companies Act 2013 and under Listing
Regulations, stating that they meet the criteria of independence
as provided in said section/relevant regulation.

STATUTORY DISCLOSURES

None of the Directors of Company are disqualified under the
provisions of section 164 of Companies Act 2013 & rules made
there under. The Directors have made the requisite disclosures,
as required under the Companies Act 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015
("hereinafter referred to as Listing Regulations").

INTERNAL COMPLAINT COMMITTEE (ICC)

The Company has constituted an Internal Complaint Committee
(ICC) in all units of the company including corporate office
to consider and resolve all sexual harassment complaints
reported by any employees of the Company. The constitution
of ICC is as per the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the
committee includes external members from NGOs with relevant
experience. Investigation is conducted and decisions made by
ICC at respective location, and senior woman employee is the
presiding officer over every case. Half of the total members of
ICC are women. The details of complaints pertaining to sexual
harassment that were filed, disposed of and pending during the
financial year are provided in the corporate governance report of
this Annual Report.

MATERIAL CHANGES FROM END OF FINANCIAL
YEAR TILL DATE OF REPORT

There are no material changes and commitments affecting the
financial position of the Company which occurred between the
end of the financial year to which this financial statements relate
and the date of this Report.

DISCLOSURE REGARDING VOTING RIGHT NOT
EXERCISED DIRECTLY BY THE EMPLOYEES

During the year under review, there is NIL disclosure as required
under provisions of section 67 of Companies Act 2013.

OTHER DISCLOSURES

No disclosure or reporting is made in respect of the following
items as there were no transactions during the year under review:

• There was no instance of fraud during the year under
review, which required the Statutory Auditors to report
to the Audit Committee and / or the Board under Section
143(12) of Act and Rules framed thereunder.

• Neither there is revision in the Financial Statements nor
there is any change in nature of business.

EQUAL OPPORTUNITY EMPLOYER

Company has always provided a congenial atmosphere for work
to all employees that is free from discrimination and harassment
including sexual harassment. It has provided equal opportunities
to all employees, workers without regard to their caste, creed,
colour, marital status and sex.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and analysis report, as required by
Listing Regulations, forms part of the Annual Report.

ACKNOWLEDGEMENT

The Directors take this opportunity to express their deep sense
of gratitude to the Customers, stakeholders, Central and State
Governments for their continued guidance and support. Your
Directors wish to place on record their appreciation for the
support, dedication and hard work put in by every member of
WINSOME Family.

For and on behalf of the Board

sd/-

(Ashish Bagrodia)

Place: Chandigarh Chairman & Managing Director

Date: 08.08.2025 DIN-00047021