COSCO (India) Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting e 46 Boards Report, along wi e Balance Sheet, e atement of Pro t and Loss, e atement of Changes in Equity and e atement of Cash Flows, for

e nancial year ended March 31 , 2025.

FINANCIAL RESULTS

	Current Year	Current Year
Particulars	ended	ended
	31.03.2025	31.03.2024
	( in Lakhs)	( in Lakhs)
	17,334.37	17,655.17
Revenue from operations
		94.51
Oer income	73.76
	17,408.13	17,749.68
Total revenue
Total Expenses before Depreciation and amortisation expenses and	16,526.12	16,519.91
Finance cos
	882.01	1229.77
Pro t before Depreciation & Amortisation, Finance cos and Tax
expense
Less: Depreciation & Amortisation expenses	252.98	237.58
Pro t before Finance cos and Tax expense	629.03	992.19
Less: Finance cos	509.79	523.13
Pro t before Tax expense	119.24	469.06
Tax expenses:
Current tax	56.67	150.05
Tax adjument related to earlier years	0.63	(5.39)
Deferred tax	(16.22)	3.61
Total Tax:	41.09	148.27
Pro t for e period from continuing operations	78.15	320.79
Oer Comprehensive Income:
Items at will not be reclassi ed to atement of Pro t & Loss :
i) Re-measurement gains / (losses) on de ned bene t plans	(16.71)	5.81
ii) Tax impact on re-measurement gain / (losses) on de ned bene t	4.21	(1.46)
plans
Oer comprehensive income / (losses) for e year (net of tax)	(12.50)	4.35
Total Comprehensive Income for e year	65.65	325.14

COMPANYS PERFORMANCE AND ATE OF AFFAIRS FOR FINANCIAL YEAR 2024-2025

e Revenue from Sale of Products for e current year ended 31.03.2025 was 17,317.47 Lakhs again previous years sales of 17,626.38 Lakhs regiering a marginal decline in sales of about 1.75 % over e previous year. e exports wi very little share in e overall revenue, declined to 352.04 Lakhs compared to Previous year 544.92 Lakhs in F.O.B value terms. e Revenue from services for e current year amounted to

7.92 Lakhs (Previous year 9.20 Lakhs). Oer Operating Income was 8.98 Lakhs (Previous Year 19.59 Lakhs) which includes Export Incentives viz. Duty Drawback 5.02 Lakhs (Previous Year 6.79 Lakhs). e Pro t before Tax for e Current Year declined to 119.24 lakh again 469.06 lakh due to various factors viz. agnant sales, increase in co of goods due to adverse exchange rate impacting gross margins coupled wi market competition and increase in employee co.

Global Outlook: e International Monetary Fund (IMF) has projected Global grow at 3.0 percent for 2025 and 3.1 percent in 2026. e foreca for 2025 is 0.2 percentage point higher an at in e reference foreca of e April 2025 World Economic Outlook (WEO) and 0.1 percentage point higher for 2026. In emerging market and developing economies, grow is expected to be 4.1 percent in 2025 and 4.0 percent in 2026. China is foreca to grow at 4.8% in 2025 and 4.2% in 2026, while e grow rate for US is expected to be 1.9% for 2025 and 2.0% for 2026. Global headline in ation is expected to fall to 4.2 percent in 2025 and 3.6 percent in 2026, a pa similar to e one projected in April.

As per RBIs Monetary policy atement 2025-26, Global grow, ough revised upwards by e IMF, remains muted; e pace of disin ation is slowing down wi some advanced economies even witnessing an uptick in in ation. e global environment continues to be challenging, Alough nancial market volatility and geopolitical uncertainties have abated somewhat from eir peaks in recent mons, trade negotiation challenges continue to linger.

Domeic Outlook: IMF has revised its foreca for Indias economic grow India 6.4 percent in 2025 and 2026, wi bo numbers revised slightly upward from 6.2% for 2025 and 6.3% for 2026, re ecting a more benign external environment an assumed in e April reference foreca and reaf rming Indias position as e worlds fae growing major economy.

As per RBIs Monetary policy atement 2025-26, Domeic grow remains resilient ; Private consumption, aided by rural demand, and xed invement, supported by buoyant government capex, continue to boo economic activity; However, grow in indurial sector remained subdued and uneven across segments, pulled down by electricity and mining. As for e grow outlook, e above normal souwe monsoon, lower in ation, rising capacity utilization and congenial nancial conditions continue to support domeic economic activity. e supportive monetary, regulatory and scal policies including robu government capital expenditure should also boo demand. e services sector is expected to remain buoyant, wi suained grow in conruction and trade in e coming mons. Prospects of external demand, however, remain uncertain amid ongoing tariff announcements and trade negotiations. e headwinds emanating from prolonged geopolitical tensions, persiing global uncertainties, and volatility in global nancial markets pose risks to e grow outlook. Taking all ese factors into account, RBI has retained Indias GDP grow for 2025-26 at 6.5 per cent .and projected grow of 6.6% for Q1 of FY 2026-2027. (Note: Read more on e macroeconomic landscape and business outlook in Management Discussion & Analysis section in is Integrated Annual Report)

Our Companys Outlook: Our Company wi COSCO Brand is one of e leading player in Sports and Heal & Fitness goods & equipments in e domeic market. e demand of Sports, Heal & Fitness goods is consiently rising from Individuals and Households. COSCO is a leading brand in e Sports and Fitness segment in e domeic market and e Management is continuously taking effective eps to furer boo COSCO Brand Value, which will help in driving grow. e Company is expanding its product range of quality products and e marketing network in its endeavor to improve top line as well as net margins. e Company manufactures/source internationally at competitive prices quality products and develop/source new products on regular basis. e Central and ate Governments Policies for e promotion of Sports and Fitness are yielding results and will furer boo is sector. e Management is quite optimiic about e better performance of e Company during e current and subsequent years bo in terms of sales and pro tability. e objective of e Management is to build a suainable organization creating grow opportunities for our employees, clients, inveors and all akeholders.

Company Net Wor: e Net Wor of e Company as at 31.03.2025 was 5,046.32 Lakhs (Previous Year

4,980.67 Lakhs).

atus of Invements made in e erwhile Subsidiary Company M/s Cosco Polymer Lanka (Private) Limited (CPLPL): As reported in earlier year(s), M/s Cosco Polymer Lanka (Private) Limited, has been scheduled in e Revival of Underperforming Enterprises or Underutilized Assets Act, No 43 of 2011(of Sri Lanka). e Shares of e WOS are veed in Secretary to e Treasury of Government of Sri Lanka pursuant to acquisition by e Government under Revival of Under Performing Enterprises or Under Utilized Assets Act of Sri Lanka (Act No. 43 of 2011). Competent Auority appointed under e Act is controlling, adminiering and managing such

Enterprises/Units/Assets. e Act (of Sri Lanka), provides for payment of compensation to e Shareholders. e Compensation Tribunal vide its letter Ref: Com T/01/27 dated 08.12.2015, has allowed compensation of LKR 480 lakhs (Equivalent INR 139.39* lakhs) and after deducting LKR 16.74 lakhs (due for Board of Invement (BOI ) of Sri Lanka as at e date of veing, e net compensation payable is LKR 463.26 lakhs (Equivalent INR 134.53* lakhs) . e amount is yet to be released and e same shall be credited to Liquidator, since Cosco Polymer Lanka (Private) Ltd. has been ordered to be wound up by e Honble High Court of e Weern Province, (Exercising Civil Jurisdiction in Colombo (Sri Lanka)- Case Ref. No. HC (Civil) 40/2013(CO). e management does not expect any net realisable value of its invement in e erwhile subsidiary. However realisation, if any, shall be accounted for in e year of actual receipt.

"Consolidated Financial atements" as per Accounting andard 21/Ind AS 110 issued by e Initute of Chartered Accountants of India, have not been prepared since e company is under liquidation.

* Exchange rate as on 31.03.2025: 1 LKR = INR 0.2904 (as on 31.03.2024 1LKR = INR 0.2775)

DIVIDEND

Board does not recommend any dividend for Financial Year 2024-25 to consolidate nancial position of e Company.

TRANSFERS TO RESERVES

e opening balance of General Reserve is 1,125.17 Lakhs and same is retained as on 31.03.2025. e Board of Directors of your Company, has decided not to transfer any amount to e Reserves for e year under review. e balance in Retained earnings 3187.57 Lakhs (Previous year 3109.41 Lakhs) includes Current years Net Pro t from continuing operations 78.16 Lakhs (Previous year 320.79 Lakhs).

DIRECTORS RESPONSIBILITY ATEMENT

Pursuant to e provisions of Sections 134 (3) (c) and 134(5) of e Companies Act, 2013, your Directors, to e be of eir knowledge and belief and according to e information and explanations obtained by em and based on e internal controls, compliance syems eablished and maintained by e Company, make e following atement at:

i. in e preparation of e annual accounts for e year ended 31 March, 2025, e applicable accounting andards have been followed along wi proper explanation relating to material departures, if any; ii. e Directors have selected such accounting policies and applied em consiently and made judgments and eimates at are reasonable and prudent so as to give a true and fair view of e ate

of affairs of e Company as at 31 March, 2025 and of e pro t of e Company for e year ended on at date; iii. e Directors have taken proper and suf cient care for e maintenance of adequate accounting records in accordance wi e provisions of e Companies Act 2013, for safeguarding e assets of e Company and for preventing and detecting fraud and oer irregularities; iv. e Directors have prepared e annual accounts on a going concern basis; v. e Directors have laid down internal nancial controls to be followed by e Company and generally such internal nancial controls are adequate and operating effectively; and vi. e Directors have devised proper syems to ensure compliance wi e provisions of all applicable laws and at such syems were adequate and operating effectively.

Based on e framework of internal nancial controls and compliance syems eablished and maintained by e Company, e work performed by e internal, atutory and secretarial auditors and external consultants, including e audit of internal nancial controls over nancial reporting by e atutory auditors and e reviews performed by management and e relevant board committees, including e audit committee, e Board is of e opinion at e Companys internal nancial controls were adequate and reasonably effective during FY 2024-2025 and shall take needful effective eps/corrective measures in some areas, which need improvement as reported by e Auditors.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance wi e provisions of Section 152 and oer applicable provisions, if any, of e Act and e Articles of Association of e Company, Mr. Manish Jain (DIN: 00191593) and Mr. Pankaj Jain (DIN: 00190414) Directors of e Company retire by rotation at e ensuing Annual General Meeting and, being eligible, offer emselves for re-appointment. Based on performance evaluation and recommendation of e Nomination and Remuneration Committee, Board recommends eir reappointment.

Shri Devinder Kumar Jain (DIN:00191539) Managing Director & CEO and Shri Narinder Kumar Jain (DIN: 00195619) as Managing Director of e Company had been reappointed in e 45 Annual General Meeting held on 30 September, 2024 for a term of 3 years w.e.f 16 March, 2025 till 15 March, 2028. eir term of reappointment will expire on 16 March, 2028.

During e FY 2024-25 Company having 4 (Four) Whole Time Directors Mr. Arun Jain (DIN:01054316); Mr. Manish Jain (DIN: 00191593); Mr. Pankaj Jain (DIN:00190414) and Mr. Neeraj Jain (DIN:00190592) were reappointed in e 44 Annual General Meeting held on 30 September, 2023 for a term of 3 years w.e.f 1 ctober, 2023. eir term of reappointment will expire on 30 September, 2026.

e disclosures required pursuant to Regulation 36 of e SEBI Liing Regulations and e SS-2 on General Meeting are given in e Notice of AGM, forming part of e Annual Report.

e Managing Director(s) & CEO and Independent Directors of e Company are not liable to retire by rotation.

Pursuant to e provisions of Section 149 of e Companies Act, 2013 and SEBI (LODR) Regulations, 2015, and after e members approvals in e 43 Annual General Meeting held on 30.09.2022, Mr. Vineet Bhutani (DIN:02033791 ), Mr. Gautam Macker (DIN:00542563), Mr. Vivek Sharma (DIN:00278406), Mr. Anurag Gupta (DIN:00701005) and Mr. Sudhir Kalra (DIN:09704840) were appointed as Independent Directors of Cosco (India) Limited for eir 1 term of 5 years w.e.f. 01.10.2022. and Ms. Tejal Jain (DIN: 09219682) Independent

Director, who completed her 1 term of appointment on 30 September 2022 and Reappointed for 2 term as

Independent Director of Cosco (India) Limited w.e.f 01.10.2022 wi e approval of members in e 43 Annual General Meeting held on 30.09.2022.. All e Independent Directors have been appointed for consecutive period of 5 years and will hold of ce till 30.09.2027 and shall not be liable to retire by rotation.

e terms and conditions of appointment of Independent Directors are available on e website of e Company at www.cosco.in. No Director has resigned from e Board during e nancial year under review.

Pursuant to e provisions of section 203 of e Companies Act, 2013, e key managerial personnel of e Company are:-- Shri Devinder Kumar Jain (DIN: 00191539) - Managing Director and Chief Executive Of cer of e company; - Shri Narinder Kumar Jain (DIN: 00195619) - Managing Director of e Company; - Mr. Arun Jain (DIN: 01054316)-Whole Time Director, and CFO; And

- Ms. Sudha Singh -Company Secretary, w.e.f 1 May, 2015.

During e year under review, ere were no changes to e KMP of e Company.

During e year, e non-executive Directors of e Company had no pecuniary relationship or transactions wi e Company, oer an e payment of sitting fees for Boards meeting and reimbursement of expenses, if any, incurred by em for e purpose of attending Board meetings of e Company.

All Independent Directors of e Company have given declarations under Section 149(7) of e Act, at ey meet e criteria of independence as laid down under Section 149(6) of e Act and Regulation 16(1)(b) of e SEBI Liing Regulations. In terms of Regulations 25(8) of e Liing Regulations, e Independent Directors have con rmed at ey are not aware of any circumance or situation, which exis or may be reasonably anticipated, at could impair or impact eir ability to discharge eir duties wi an objective independent judgement and wiout any external in uence.

None of e Director of e Company are disquali ed from being appointed as Directors as speci ed under Section 164(1) and 164(2) of e Act read wi Rule 14(1) of e Companies (Appointment and Quali cations of

Directors) Rules, 2014 (including any atutory modi cation(s) and/or re-enactment(s) ereof for e time being in force) or are debarred or disquali ed by e Securities and Exchange Board of India ("SEBI"), Miniry of Corporate Affairs ("MCA") or any oer such atutory auority and ey have given eir consent in writing to act as Director(s).

MEETINGS OF E BOARD

During e year 2024-2025, Five (5) Board Meetings and Five (5) Audit Committee Meetings were held. In accordance wi requirement, oer committee meetings were held from time to time and one separate meeting of Independent Directors was also held. Relevant details of e meetings are given in e Corporate Governance Report, which form part of is report. e Company has complied wi Secretarial andards issued by e Initute of Company Secretaries of India on meetings of e Board of Directors and General Meetings;

BOARD EVALUATION

e annual evaluation process of e Board of Directors, individual Directors and Committees was conducted in accordance wi e provision of e Act and e SEBI Liing Regulations. e Board evaluated its performance after seeking inputs from all e Directors on e basis of criteria such as e Board composition and ructure, effectiveness of Board processes, information and functioning, etc. e performance of e Committees was evaluated by e Board after seeking inputs from e committee members on e basis of criteria such as e composition of committees, effectiveness of committee meetings, etc.

e above criteria are broadly based on e Guidance Note on Board Evaluation issued by e Securities and Exchange Board of India.

e Board and e Nomination and Remuneration Committee (NRC) reviewed e performance of individual Directors on e basis of criteria such as e contribution of e individual Director to e Board and Committee Meetings like preparedness on e issues to be discussed, meaningful and conructive contribution and inputs in meetings, etc.

In a separate meeting of Independent Directors, performance of Non-Independent Directors and e Board as a whole was evaluated. Additionally, ey also evaluated e Managing Directors of e Board, taking into account e views of Executive and Non-Executive Directors in e aforesaid Meeting.

e Board also assessed e quality, quantity and timeliness of ow of information between e Company Management and e Board at is necessary for e Board to effectively and reasonably perform eir duties. e above evaluations were en discussed in e Board Meeting and performance evaluation of independent directors was done by e entire Board, excluding e Independent Director being evaluated.

e Board expressed its satisfaction wi e Evaluation results, which re ects e high degree of engagement of e Board and its committees wi e company and its Management.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OER DETAILS

e Companys policy on Directors appointment and remuneration and oer matters provided in Section 178(3) of e Act (salient features) has been brie y disclosed hereunder;

Selection and procedure for nomination and appointment of Directors

e Policy of e Company on Directors appointment and remuneration, including criteria for determining quali cations, positive attributes, independence of a director and oer matters, as required under sub-section (3) of Section 178 of e Companies Act, 2013, is available on e Company website www.cosco.in

In terms of e provisions of Section 178(3) of e Act, and Regulation 19 of e SEBI Liing Regulations, e NRC has formulated e criteria for determining quali cations, positive attributes and independence of Directors. e key features of which are as follows:

Quali cations e Board nomination process encourages diversity of ought, experience, knowledge, age and gender. It also ensures at e Board has an appropriate blend of functional and indury expertise.

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Positive Attributes - Apart from e duties of Directors as prescribed in e Act e Directors are expected to demonrate reasonable andards of eical behavior, communication skills and independent judgment. e Directors are also expected to abide by e respective Code of Conduct as applicable to em.

Independence - A Director will be considered independent if he / she meets e criteria laid down in Section 149(6) of e Act, e Rules framed ereunder and Regulation 16(1)(b) of e SEBI Liing Regulations.

e Directors af rm at e remuneration paid to Directors, KMPs and employees is as per e Remuneration Policy of e Company.

INTERNAL FINANCIAL CONTROL SYEMS AND EIR ADEQUACY

e Company has adequate internal control syems inter alia including syem of internal nancial controls, commensurate wi e size and scale of its business operations. e syem of internal nancial control rives to ensure at all transactions are evaluated, auorized, recorded and reported accurately and at all assets are safeguarded and protected again losses at may arise from unauorized use or disposition. Based on e framework of internal nancial controls and compliance syems put in place by e Company, and e reviews performed by management and e audit committee, e board is of e opinion at e Companys internal nancial controls were adequate and effective during e nancial year 2024-2025. e company will furer rengen its Internal Financial Controls in areas observed by e Auditors as discussed hereinafter under Independent Auditors Report.

e details in respect of internal control and eir adequacy included in e management discussion & analysis, forms part of is report.

AUDITORS

M/s. Madan & Associates, Chartered Accountants (ICAI Regiration No.: 000185N) were appointed as e

rd

atutory Auditors at 43 Annual General Meeting (AGM) of e Company held on 30 September, 2022 from e

rd

conclusion of 43 AGM till e conclusion of 48 AGM of e Company to be held in e year 2027.

INDEPENDENT AUDITORS REPORT

e Auditors Report do not contain any quali cations or adverse remarks except for e matters reported under Emphasis of e Matter and observations as discussed herein. e Opinion of e Auditors is not quali ed in respect of matters reported under Emphasis of e Matter. Auditors have drawn attention to some speci c Notes to e Financial atements viz. Note No.18 regarding provision for warranty of 36.61 lakhs, Note No. 5.2 regarding Advance to various shipping companies of 41.29 Lakhs and Note No. 23 regarding oer income regarding excess Provision of Warranty Claims of 11.84 Lakhs. e provision for warranty is based on e preceding year domeic turnover to take care of repair & replacement of products sold. Note no. 5.2 regarding Advance to various shipping companies is self- explanatory, As ated e Reconciliation is under process and necessary accounting entries will be passed in subsequent year on completion of process.

We have taken note of e Auditors observations w.r.t. e Internal Audit Syem of e company (Refer Annexure B to e Auditors Report Sub clause (xiv) of Companies Auditors Report Order , 2020), which as per e Auditors needs to be subantially rengened considering e size and e nature of its business in terms of scope, coverage and compliance ereof, not timely furnishing of e internal audit reports for e year under audit and Accordingly, ey could not consider ese reports., In is regard, as explained la year, e management is of e view at e Internal Audit Syem is reasonably effective having regard to e medium scale (MSME) category of e company and since all signi cant transactions and day to day operations are monitored, controlled, auorized and managed by e top management. e Internal Audit is conducted at periodical intervals invariably quarterly . e Quarterly /Periodic Internal Audit Reports for e year ended 31.03.2025 were taken on record by e Company and were available for perusal and reference of e atutory Auditors . e Internal Auditors Reports dont have any adverse remarks. e Management will pursue for timely completion of e Internal Audit and ensure prompt furnishing of Internal Audit Reports to e atutory Auditors and will endeavor to furer rengen e internal audit in terms of scope, coverage and compliance ereof as may be speci cally advised/desired by e Auditors and considered necessary by e Management.

We have taken note of e observations of e Auditors made in eir Report on e Internal Financial Controls- Annexure A to e Independent Auditors Report for furer rengening of e internal control in e following areas viz. Purchases: Rates/ prices negotiated by e top management. Negotiations are not fully documented; Inventory: e controls regarding physical veri cation of work in progress needs to rengened and veri cation should be done by opping e operations; e inventories should be monitored closely to keep inventories at reasonable levels to improve Inventory Turnover Ratio. Excess inventory should be ascertained periodically and got liquidated rategically at e earlie. Similarly, slow moving/non-moving ocks should be liquidated promptly at periodical intervals; Property, Plant & Equipment Physical veri cation: needs improvement to see all items of PPE are physically veri ed in phase of 3 years. Expenditure Budgeting having regard to sales foreca, production and procurement plan.; Volume of Expense rough petty cash: needs to be reduced to e extent possible.

e Companys Management is of e view at mo of e Internal Financial Controls are reasonably effective as ated in our la years Board Report, However, e management is taking more effective eps in continuity to furer rengen e Internal Financial Controls in respect of all ese areas, inter-alia Purchase: Timely and proper documentation of nalized/negotiated price for purchase; e rengening of controls regarding physical veri cation of WIP suggeed to be done by opping operations -presently being done at year end; Monitoring of Inventories to keep inventories at reasonable levels to improve Inventory Turnover Ratio-being monitored regularly on monly basis by top Management; More efforts are being made and eps taken to liquidate e slow or non-moving ocks periodically; Property, Plant & Equipment Physical veri cation-mo of e items of PPE are physically veri ed in phase of 3 years; Volume of Expenses rough petty Cash, which are being incurred due to business exigencies, shall be reduced to e extent possible.

e atutory Auditors of e Company have not reported any fraud as speci ed under e second proviso to Section 143(12) of e Act. Oer observation/comments, if any, in e Independent Auditors Report read wi e Notes to e Financial atements, are self-explanatory and need no furer clari cation /explanation.

SECRETARIAL AUDITORS

In accordance wi e provisions of Section 204 and oer applicable provisions of e Companies Act, 2013, read wi Rule 9 of e Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 (including any atutory modi cation(s) or re-enactment(s) ereof, for e time being in force) (e Act), every lied company and certain oer prescribed categories of companies are required to annex a Secretarial Audit Report, issued by a Practicing Company Secretary, to eir Boards report, prepared under Section 134(3) of e Act.

Furermore, pursuant to recent amendments to Regulation 24A of e Securities and Exchange Board of India (Liing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Liing Regulations), every lied entity and its material Subsidiaries in India are required to conduct Secretarial Audit and annex e Secretarial Audit Report to its annual report. Additionally, a lied entity mu appoint a Secretarial Audit rm for a maximum of two terms of ve consecutive years, wi shareholders approval to be obtained at e Annual General Meeting. Accordingly, based on e recommendation of e Audit Committee, e Board of Directors at its meeting held on Augu 14, 2025, has approved e appointment of M/s. Akhil Rohatgi & Co., Company Secretaries, (Firm Regiration No. P1955DE072900) as e Secretarial Auditors of e Company for a period of ve (5) consecutive years, commencing from April 1, 2025 to March 31, 2030 subject to e approval of e Members at e ensuing Annual General Meeting.

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Furermore, in terms of e amended regulations, M/s. Akhil Rohatgi & Co. has provided a con rmation at ey have subjected emselves to e peer review process of e Initute of Company Secretaries of India and hold a valid peer review certi cate. M/s. Akhil Rohatgi & Co. has con rmed at ey are not disquali ed from being appointed as Secretarial Auditors and at ey have no con ict of intere. M/s. Akhil Rohatgi & Co. has furer furnished a declaration at ey have not taken up any prohibited non-secretarial audit assignments for e Company and its Group companies.

e Board of Directors considering e experience and expertise, and based on e recommendation of e Audit Committee, propose e appointment of M/s. Akhil Rohatgi & Co., Practicing Company Secretaries, as e Secretarial Auditors of e Company, for a term of ve consecutive years from nancial year 2025-2026 to

nancial year 2029-2030 and recommend e Ordinary Resolution as set out in Resolution No. 4 of is Notice for e approval by e members of e Company.

Members are requeed to refer e Notice of e ensuing AGM for brief pro le and oer related information related to appointment of Secretarial Auditors of e Company.

SECRETARIAL AUDITORS REPORT

Report of e Secretarial Auditor is given as an Annexure-A which forms part of is Report. Secretarial Auditors Report do not contain any quali cations, reservations, adverse remarks or disclaimers, which needs any comments/explanation.

INTERNAL AUDITORS

M/s PARM & Associates LLP, Chartered Accountants perform e duties of Internal Auditors of e Company and eir periodic Internal Audit Reports are reviewed by e Audit Committee from time to time.

CO AUDITORS

As per e Companies (Co Records and Audit) Rules, 2014, as amended by e Companies (Co Records and Audit) Amendments Rules, 2014, 2016 and 2018, e maintenance of Co Records has not been speci ed by e Central Government and as such Co Audit is not applicable to our Company.

AUDIT COMMITTEE

e composition, terms of reference etc. of e Audit Committee is provided in Corporate Governance Report which forms part of is Annual Report. ere have been no inances of non-acceptance of any recommendations of e Audit Committee by e Board during e nancial year under review.

NOMINATION AND REMUNERATION COMMITTEE

e details pertaining to composition of Nomination and Remuneration Committee are included in e Corporate Governance Report, which forms part of is report.

Policy on determining e criteria for determining quali cations, positives attributes and independence of a director is available on e Company website www.cosco.in.

CORPORATE SOCIAL RESPONSIBILITY

e provisions of section 135 of e Companies Act, 2013 are not applicable to our company for e year ended 31.03.2025.

RISK MANAGEMENT POLICY

e Company has an integrated risk management framework rough which it identi es, monitors, mitigates and reports key risks at impacts its ability to meet e rategic objectives. A note on e policy of e Company on risk management is provided in is Annual Report under Management Discussion and Analysis Report (Refer Annexure D which form part of is report).

PARTICULARS OF LOANS, GUARANTEES, INVEMENTS UNDER SECTION 186 OF E COMPANIES ACT, 2013

e particulars of loans, guarantees and invements have been disclosed in e nancial atements. No additional Loans given, Guarantee provided or Invement made by e Company during e reporting year, which are covered under e provisions of Section 186 of e Companies Act, 2013.

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TRANSACTIONS WI RELATED PARTIES

All contracts/ arrangements/ transactions entered by e Company during e FY 2024-2025 wi related parties were on an arms leng basis and approved by e Audit Committee. Transactions, which were repetitive in nature, were approved rough omnibus route.

As per e SEBI Liing Regulations, if any Related Party Transactions (RPT) exceeds 1,000 crore or 10% of e annual consolidated turnover as per e la audited nancial atement whichever is lower, would be considered as material and would require Members approval. ere were no material transactions of e Company wi any of its related parties as per e Act.

erefore e disclosure of e Related Party Transactions as required under Section 134(3)(h) of e Act in AOC-2 is not applicable to e Company for FY 2024-2025 and, hence, e same is not required to be provided. e details of RPTs during FY 2024-2025, including transaction wi person or entity belonging to e promoter/ promoter group which hold(s) 10% or more shareholding in e Company are provided in e accompanying nancial atements.

Details of e Loan received form e Executive Directors of e Company during e FY 2024-2025 have been disclosed in e Financial atements Note No. 34

During e FY 2024-2025, e Non-Executive Directors of e Company had no pecuniary relationship or transactions wi e Company oer an sitting fees for attending Board Meetings and reimbursement of expenses, as applicable.

Pursuant to e requirements of e Act and e SEBI Liing Regulations e Company has formulated a policy on RPTs and is available on Companys website. https://www.cosco.in/uploads/inveors/revised_policy_on_related_party_transaction_w_e_f_13_02_2025_1 747995446.pdf

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN E END OF E FINANCIAL YEAR AND DATE OF REPORT

ere are no material changes and commitments affecting e nancial position of e Company which have occurred between e end of e nancial year 2024-25 and e date of is Report.

CHANGE IN E NATURE OF BUSINESS

ere is no change in e nature of e business during e nancial year under review.

ANNUAL RETURN

Pursuant to Section 92(3) of e Act and Rule 12 of e Companies (Management and Adminiration) Rules, 2014, e Annual Return for FY 2024-25 is available on Companys website at; https://www.cosco.in/inveors/annual-reports

SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES

Your Company does not have any subsidiary/joint venture/associate company wiin e meaning of e Companies Act, 2013. e atus of Invements made in e erwhile Subsidiary Company in Sri Lanka M/s Cosco Polymer Lanka (Private) Limited (CPLPL) has been discussed and disclosed hereinbefore.

INDEPENDENT DIRECTORS

In terms of Section 149 of e Act and e SEBI Liing Regulations, Ms. Tejal Jain (DIN:09219682), Mr. Vineet Bhutani (DIN:02033791), Mr. Gautam Macker (DIN:00542563), Mr. Vivek Sharma (DIN:00278406), Mr. Anurag Gupta (DIN:00701005) and Mr. Sudhir Kalra (DIN:09704840), are e Independent Directors of e Company as on date of is Report.

All Independent Directors of e Company have given declarations under Section 149(7) of e Act, at ey meet e criteria of independence as laid down under Section 149(6) of e Act and Regulation 16(1)(b) of e SEBI Liing Regulations. In terms of Regulation 25(8) of e Liing Regulations, e Independent Directors have con rmed at ey are not aware of any circumance or situation, which exis or may be reasonably anticipated, at could impair or impact eir ability to discharge eir duties wi an objective independent judgement and wiout any external in uence.

e Independent Directors of e Company have undertaken requisite eps towards e inclusion of eir names in e data bank of Independent Directors maintained wi e Indian Initute of Corporate Affairs, in terms of Section 150 read wi Rule 6 of e Companies (Appointment and Quali cation of Directors) Rules, 2014.

In e opinion of e Board, e Independent Directors possess e requisite expertise and experience and are persons of high integrity and repute. ey ful ll e conditions speci ed in e Act as well as e Rules made ereunder and are independent of e management.

MANAGERIAL REMUNERATION & PARTICULARS OF EMPLOYEES

e information required under Section 197 of e Act, read wi rule 5(1) of e Companies Appointment and Remuneration of managerial Personnel) Rules, 2014 are given below:

a. e ratio of e remuneration of each director to e median remuneration of e employees of e Company for e nancial Year

Executive Directors	Ratio to median remuneration
Shri Devinder Kumar Jain	45:1
Shri Narinder Kumar Jain	45:1
Mr. Arun Jain	35:1
Mr. Manish Jain	35:1
Mr. Pankaj Jain	35:1
Mr. Neeraj Jain	35:1
Non Executive Directors	Ratio to median remuneration
Ms. Tejal Jain	Not Applicable
	(Independent Directors are paid only sitting fees
Mr. Vineet Bhutani
	and reimbursement of expenses, if any, for
Mr. Gautam Macker	attending Board Meetings. No oer
	Remuneration has been paid to e Independent
Mr. Vivek Sharma
	Directors).
Mr. Anurag Gupta
Mr. Sudhir Kalra

b. e percentage increase in Remuneration of each Director, Chief Executive Of cer,

Chief Financial Of cer, Company Secretary in e nancial year:

Directors, Chief Executive Of cers,	% increase	in Remuneration in e nancial
Chief Financial Of cer and Company	year
Secretary
Executive Directors :-
Shri Devinder Kumar Jain	8.79
Shri Narinder Kumar Jain	8.79
Mr.
Arun Jain	8.57
Mr. Manish Jain	8.57
Mr. Pankaj Jain
	8.57
Mr. Neeraj Jain
	8.57
Independent Directors :-
Ms. Tejal Jain	Not Applicable
	(Independent Directors are paid only sitting fees
Mr. Vineet Bhutani
	and reimbursement of expenses, if any for
Mr. Gautam Macker	attending Board Meetings.
Mr. Vivek Sharma	No oer Remuneration has been paid to e
	Independent Directors).
Mr. Anurag Gupta
Mr. Sudhir Kalra
Ms. Sudha Singh	13.41
Company Secretary

c. e percentage increase in e median remuneration of employees in e Financial Year : 32.64 %

d. e number of permanent employees on e rolls of e Company: 362

e. Average percentile increase already made in e salaries of employees oer an e managerial personnel in e la nancial year and its comparison wi e percentile increase in e managerial remuneration and jui cation ereof and point out if ere are any exceptional circumances for increase in e Managerial remuneration:- Average percentile increase made in e employees remuneration oer an Managerial Personnel in e la FY 2024-25 was approximately 3.32% to 13.41% compared to e percentile increase of 8.79% to 8.57% in e remuneration of Managerial Personnel.

Remuneration of Managerial Personnel was as per e Remuneration Policy of e Company and wiin limits as approved by e members in e Annual General Meetings as per atutory requirements.

f. Af rmation at e remuneration is as per e remuneration policy of e Company: e Company af rms remuneration is as per e remuneration policy of e Company.

g. e atement containing particulars of employees as required under Section 197(12) of e Companies Act, 2013 read wi Rule 5(2) of e Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Top Ten Employees in terms of Remuneration Drawn

Employee Name

Designation

Remunerati on ( in Lakhs) 91.78

Nature of employ ment

Quali cati on

Experie nce (in years)

Year of commenc ement of employm ent

Age

La employme nt

% of Equity Shares

Wheer employee is relative of Director or Manager

Shri Devinder

Managing

Perman

Graduate

64

1980

87

NA

3.53

Relative of

Kumar Jain

Director and

ent

in

Shri. Narinder

CEO

Kumar Jain-

B. Sc.

Mg. Director,

Mr. Arun Jain-

WTD and Mr.

Manish Jain -

WTD

90.76

Shri Narinder

Managing

Perman

Graduate

59

1989

84

NA

3.69

Relative of

Kumar Jain

Director

ent

and

Shri. Devinder

Diploma

Kumar Jain -

in

Mg. Director &

Internatio

CEO and Mr.

nal

Neeraj Jain-

Marketing

WTD

70.12

Mr. Arun Jain

Whole -Time

Perman

B.E., M.

33

2007

59

NA

2.03

Relative of

Director and

ent

Tech.

Shri. Devinder

CFO

Kumar Jain -

Mg. Director &

CEO and Mr.

Manish Jain-

WTD

70.17

NA

Relative of

Mr. Manish

Whole -Time

Perman

Quali ed

32

1998

55

2.20

Shri. Devinder

Jain

Director

ent

Engineer

Kumar Jain -

and MBA

Mg. Director &

CEO and Mr.

Arun Jain-

WTD

70.63

NA

Mr. Pankaj

Whole -Time

Perman

B. Com

32

1998

54

NA

7.55

Jain

Director

ent

and MBA

69.84

Relative of

Mr. Neeraj

Whole -Time

Perman

B.E.,

31

1998

53

NA

2.37

Shri. Narinder

Jain

Director

ent

M.Sc. &

Kumar Jain -

MBA

Mg. Director

Mr. Aakash

Senior

17.43

Perman

B.Tech

6

2019

29

NA

0.61

Relative of

Jain

Executive

ent

Mr. Arun Jain

WTD

Nil

NA

Mr. Gawesh

Senior

12.66

Perman

Graduate

27

2005

55

NA

Narula

Accounts

ent

Of cer

Nil

NA

Mr. Roy

Senior IT

12.50

Perman

DIP. in

26

1999

55

NA

Joseph

Manager

ent

Electronics

and

Communi

cation,

DIP. in

Computer

Applicatio

ns

Nil

NA

Mr. Manojit

Manager

12.00

Perman

Co

27

2005

58

NA

Chakraborty

(Coing)

ent

Accounta

nt

* Gratuity not included.

h. Name of oer employees as required under Section 197(12) of e Companies Act, 2013 read wi Rule 5(2) of e Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 of e Companies Act, 2013 - Nil

DISCLOSURE REQUIREMENTS

As per SEBI Liing Regulations, Corporate Governance Report wi Auditors certi cate ereon and Management Discussion and Analysis are attached, which form part of is Report.

Details of e familiarization programme of e Independent Directors are available on e website of e Company. https://www.cosco.in/uploads/inveors/familiarisation_programme_to_independent_directors_fy_2024_25_1 744282559.pdf

Policy on dealing wi related party transactions is available on e website of e Company. https://www.cosco.in/uploads/inveors/revised_policy_on_related_party_transaction_w_e_f_13_02_2025_1 747995446.pdf

ere are no proceedings initiated/pending again your Company under e Insolvency and Bankruptcy Code, 2016 which materially impact e business of e Company.

ere was no inance of one-time settlement wi any Bank or Financial Initution.

Details as per Regulation 30(4) of SEBI (Liing Obligations and Disclosure Requirements) Regulations, 2015. Details of events which are material, pursuant to e proviso of Regulation 30(4) of e SEBI (Liing Obligations and Disclosure Requirements) Regulations, 2015. ese disclosures have been given under e head Contingent liabilities (Note no.35 of Notes to Financial atements).

As ated in e said note in addition, e company is subject to legal proceedings claims, which have arisen in e ordinary course of business. e companys management reasonably does not expect at outcome of ese legal proceeding etc., when ultimately concluded and determined, will have adverse material effect on e companys results of operations or nancial condition.

During e nancial year 2024-25, ere were no signi cant and material orders passed by e regulators or courts or tribunals, atutory or quasi-judicial body impacting e going concern atus and e Companys operations in future.

Unclaimed Dividends

Company had declared an interim Dividend for FY 2015-16 on 12.08.2015.

In terms of applicable provisions of e Act read wi e Inveor Education and Protection Fund Auority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("e IEPF Rules"), during e FY 2022-2023, unclaimed dividend amounting to 76,248 was transferred by e Company to e Inveor Education and Protection Fund ("IEPF"), eablished by e Government of India.

Furer, 44,455 Equity shares were transferred to e demat account of e IEPF Auority during e same year, in accordance wi e IEPF Rules, as e dividend(s) has not been claimed by e shareholders for 7 (seven) consecutive years.

VIGIL MECHANISM/WHILE BLOWER POLICY

To create enduring value for all akeholders and ensure e highe level of honey, integrity and eical behaviour in all its operations, e Company has adopted a While Blower policy/Vigil Mechanism which provides for adequate safeguard again victimization of person who use such mechanism and e Directors and employees have direct access to e Chairman of e Audit Committee, in exceptional cases. e Vigil Mechanism (While Blower Policy) is available on Companys website www.cosco.in at: https://www.cosco.in/uploads/inveors/while_blower_policy_1566037432.pdf

DISCLOSURE UNDER E SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As per e requirements of e Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("e Prevention of Sexual Harassment Act"), e Company has formulated a Policy on Prevention of Sexual Harassment at Workplace for prevention, prohibition and redressal of sexual harassment at workplace and an Internal Complaints Committee has also been set up to redress any such complaints received.

e Company is committed to providing a safe and conducive work environment to all of its employees and associates. Furer, e Policy also gives shelter to contract workers, probationers, temporary employees, trainees, apprentices of e Company and any person visiting e Company at its of ce.

e Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line wi e provisions of e Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed ereunder. ere was no complaint received from any employee during e nancial year 2024-25 and hence, no complaint is outanding as on March 31, 2025 for redressal.

e company is in compliance wi e provisions relating to e Maternity Bene t Act 1961.

DEPOSITS FROM PUBLIC

e Company has not accepted any deposits from public and as such, no amount on account of principal or intere on deposits from public was outanding as on e date of e Balance Sheet.

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

As required by e Companies (Matters to be included in e Report of Board of Directors) Rules 2014 e relevant information and data is given in Annexure-B annexed hereto and form part of is Report.

DEMATERIALISATION OF SHARES

e Company shares are being dealt in dematerialized form. Shareholding of e Promoters/ Promoter Group has been subantially dematerialized.

LIING

Your Company is lied wi ock Exchanges at Mumbai and Delhi. Annual Liing fee for e Financial Year 2024-2025 and 2025 2026 paid to BSE Limited. No fees paid to Delhi ock Exchange Limited since DSE is non functional.

CORPORATE GOVERNANCE

Your Company has taken adequate eps to ensure at mandatory provisions of Corporate Governance as provided in e SEBI (Liing Obligations and Disclosure Requirements) Regulations, 2015 and as per e provisions of Companies Act, 2013 are duly complied wi.

Report on Corporate Governance along wi Certi cate by Practicing Company Secretary on compliance wi e condition of Corporate Governance under SEBI (Liing Obligations and Disclosure Requirements) Regulations, 2015 is annexed hereto as part of is report as Annexures C2 & C3 respectively.

Report on Management Discussion and Analysis is annexed hereto as Annexure D and form part of is report.

INDURIAL RELATIONS

e Company lays emphasis on all round development of its human resource. e indurial relations remained cordial during e year.

ACKNOWLEDGEMENTS

e Directors acknowledge wi anks e continuous support and co-operation received from Bankers, atutory and Internal Auditors, Cuomers, Suppliers, Dealers, Government Auorities and Regulators and all oer business associates. e Board of Directors places on record eir sincere gratitude and appreciation for all e employees of e Company for eir hard work, solidarity, cooperation, and dedication during e year.

e Directors appreciate and value e contributions made by each and every member and akeholder of e Company and place on record eir appreciation for e con dence reposed by all e akeholders.

	By order of e Board of Directors
	Devinder Kumar Jain	Narinder Kumar Jain
	Managing Director and CEO	Managing Director
		_
	DIN: 00191539	DIN: 00195619
Regiered Of ce:
2/8, Roop Nagar,
Delhi 110 007
Dated: 14 Augu, 2025