Shareholders meeting

Winsome Yarns Limited Regd. Office : Basement, SCO 13-14-15 Sector 34-A, Chandigarh – 160022 INDIA CIN : L17115CH1990PLC010566 Phones : 9780078797 E-mail : winsomeyarnslimited@gmail.com Website : winsomeyarns.com Date: 04.09.2026 Scrip Code: 514348 Symbol : WINSOME Corporate Compliance & Listing Centre Listing Department BSE Limited National Stock Exchange of India Ltd 1st Floor, New Trading Ring "Exchange Plaza" Rotunda Building, P. J. Towers Bandra-Kurla Complex Bandra (E), Dalal Street, Fort, Mumbai-400001 Mumbai – 400051 Subject: Submission of the Annual Report of the Company for the Financial Year 2025-26 along with the Notice of 36th Annual General Meeting (“AGM”) Dear Sir/Madam, Pursuant to Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), we are submitting herewith the Annual Report of the Company for the Financial Year 2025-26 along with the Notice of the 36th AGM. With reference to the above captioned subject, we wish to inform that the 36th Annual General Meeting ("AGM") of the Company is scheduled to be held on Monday, September 28, 2026 at 01:00 P.M. through Audio Visual means deemed place of the meeting will be at the registered office of the Company situated at Basement, SCO. 13-14-15, Sector 34-A, Chandigarh-160022 (India) to transact the Ordinary and Special Businesses as set out in the Notice convening the 36th AGM dated August 29, 2026. A copy of the Notice of 36th AGM is enclosed herewith. The Annual Report and the Notice of 36th AGM are being sent to the members whose email-ids are registered with the Registrar and Share Transfer Agent (“RTA”) of the Company i.e., MUFG Intime India Private Limited, the Company and the Depositories viz. the National Securities Depository Limited and Central Depository Services (India) Limited, through electronic mode and the same are also uploaded on the Company's website at winsomeyarns.com. Further, in accordance with Regulation 36(1)(b) of the Listing Regulations, the Company will be sending a letter to those shareholders whose e-mail IDs are not registered with Company/DPs/RTA providing the web link including the exact path from where the Annual Report can be accessed. Further, pursuant to the provision of Section 91 of the Companies Act, 2013 and Regulation 42 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Register of Members and Share Transfer Books of the Company will remain closed from Tuesday, September 22, 2026 to Monday, September 28, 2026 (both days inclusive) for the purpose of AGM for the financial year ended March 31, 2026. Further, the Company has fixed Monday, September 21, 2026 as the cut-off date to determine the entitlement of the shareholders to cast their vote electronically in respect of the businesses to be transacted as per the Notice of the AGM and to attend the AGM. Intimation of book closure and record date is as below: Scrip Code Type of Book Closure Cut-off date Purpose Security From To BSE: 514348 Equity Tuesday, Monday, Monday, Entitlement of the shareholders to NSE: WINSOME September September September cast their vote electronically 22, 2026 28, 2026 21, 2026 Kindly take the same on your record. Thanking you, Yours faithfully For Winsome Yarns Limited Riya Pawar Company Secretary & Compliance Officer Membership No.: A75600 36th Annual Report 2025-26 WINSOME YARNS LIMITED ANNUAL REPORT 2025-26 WINSOME YARNS LIMITED 36th Annual Report 2025-26 WINSOME YARNS LIMITED INDEX S. No. Contents of this Report Page No. (I) Corporate Information 3 (II) Notice of Thirty Sixth Annual General Meeting along with Annexures 4 (III) Board’s Report along with Annexures 48 (IV) Standalone Financial Statements 105 36th Annual Report 2025-26 WINSOME YARNS LIMITED CORPORATE INFORMATION Board of Executive Directors Mr. Manish Bagrodia (Upto 10.07.2026) Directors Mr. Vipan Kumar (w.e.f. June 23, 2026) Independent Directors Mr. Rajiv Chadha (Upto 06.06.2026) Mr. Pankaj Mahajan (Upto 06.06.2026) Mr. Mahesh Fogla (w.e.f. June 23, 2026) Mr. Sanjeev Khubchand Nahar (w.e.f. June 23, 2026) Mr. Bibhudutta Satpathy (w.e.f. June 23, 2026) Non-Executive Directors Mr. Avnish Bansal (w.e.f. June 23, 2026) Mrs. Parul Bansal (w.e.f. June 23, 2026) Committee Nomination and Mr. Mahesh Fogla (w.e.f. July 16, 2026) (Member) Remuneration Committee Mr. Sanjeev Khubchand Nahar (w.e.f. July 16, 2026) (Chairperson) Mr. Bibhudutta Satpathy (w.e.f. July 16, 2026) (Member) Mr. Avnish Bansal (w.e.f. July 16, 2026) (Member) Audit Committee Mr. Mahesh Fogla (w.e.f. July 16, 2026) (Chairperson) Mr. Sanjeev Khubchand Nahar (w.e.f. July 16, 2026) (Member) Mr. Bibhudutta Satpathy (w.e.f. July 16, 2026) (Member) Mr. Avnish Bansal (w.e.f. July 16, 2026) (Member) Stakeholders Relationship Mr. Mahesh Fogla (w.e.f. July 16, 2026) (Member) Committee Mr. Sanjeev Khubchand Nahar (w.e.f. July 16, 2026) (Chairperson) Mr. Avnish Bansal (w.e.f. July 16, 2026) (Member) Risk Management Mr. Vipan Kumar (w.e.f. July 16, 2026) (Member) Committee Mr. Sanjeev Khubchand Nahar (w.e.f. July 16, 2026) (Chairperson) Mr. Avnish Bansal (w.e.f. July 16, 2026) (Member) Key Managerial Personnel Mr. Sanjay Sharma (CFO) Ms. Riya Pawar (Company Secretary & Compliance Officer) Statutory Auditor M/s Dhana & Associates (Formerly Khandelia & Sharma) Practising Chartered Accountants (Firm Registration No. 510525C) Registrar And Share M/s MUFG Intime India Pvt. Ltd Transfer Agent A - 40, 2nd Floor, Naraina Industrial Area, Phase - II, Near Batra Banquet Hall,New Delhi,Delhi,110028 Secretarial Auditor M/s Girish Madan Practicing Company Secretary (Certificate of Practice: 3577) Internal Auditor M/s Ashok Chhajed & Associates Practising Chartered Accountants 36th Annual Report 2025-26 WINSOME YARNS LIMITED WINSOME YARNS LIMITED Regd. Office : Basement, SCO. 13-14-15, Sector 34-A, Chandigarh-160022 (India) CIN : L17115CH1990PLC010566 Tele : +91-172-4612000, 4613000, Fax : +91-172-4614000 website : winsomeyarns.com, Email : winsomeyarnslimited@gmail.com NOTICE Notice is hereby given that Thirty Fifth (36th) Annual General Meeting of M/s. Winsome Yarns Limited (CIN:L17115CH1990PLC010566) will be held on Monday, September 28, 2026 at 01:00 P.M. through Audio Visual means deemed place of the meeting will be at the registered office of the Company situated at Basement, SCO. 13-14-15, Sector 34-A, Chandigarh-160022 (India) to transact the following business: ORDINARY BUSINESS: Item No. 1 To receive, consider and adopt the Annual Audited Financial Statements of the Company for the Financial Year ended March 31, 2026 together with the Reports of the Board of Directors and Auditors thereon: To consider and if thought fit, to pass the following resolution as an Ordinary Resolution: "RESOLVED THAT the Audited Financial Statements of the Company for the financial year ended March 31, 2026, together with the Reports of the Board of Directors and the Auditors thereon, laid before this Meeting, be and are hereby received, considered and adopted." SPECIAL BUSINESS: Item No. 2 To approve regularization of Additional Director Mr. Vipan Kumar (DIN: 11551026) as a Managing Director of the Company: To consider and if thought fit, to pass the following resolution as a Special Resolution: "RESOLVED THAT pursuant to the provisions of Sections 149, 152, 160, 161, 196, 197, 203 and any other applicable provisions, if any, of the Companies Act, 2013 (the "Act") read with Schedule V and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), and any other applicable provision(s) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations"), and all other statutory approvals [Showing first 8,000 characters — download PDF for full document]