Your Directors have pleasure in presenting the 46^th Board's Report, along with the Balance Sheet, the Statement of Profit and Loss, the Statement of Changes in Equity and the Statement of Cash Flows, for the financial year ended March 31^st, 2025.

COMPANY'S PERFORMANCE AND STATE OF AFFAIRS FOR FINANCIAL YEAR 2024-2025

The Revenue from Sale of Products for the current year ended 31.03.2025 was ' 17,317.47 Lakhs against previous year's sales of ' 17,626.38 Lakhs-registering a marginal decline in sales of about 1.75 % over the previous year. The exports with very little share in the overall revenue, declined to ' 352.04 Lakhs compared to Previous year ' 544.92 Lakhs in F.O.B value terms. The Revenue from services for the current year amounted to ' 7.92 Lakhs (Previous year ' 9.20 Lakhs). Other 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). The Profit before Tax for the Current Year declined to ' 119.24 lakh against ' 469.06 lakh due to various factors viz. stagnant sales, increase in cost of goods due to adverse exchange rate impacting gross margins coupled with market competition and increase in employee cost.

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

As per RBI's Monetary policy statement 2025-26, Global growth, though revised upwards by the IMF, remains muted; The pace of disinflation is slowing down with some advanced economies even witnessing an uptick in inflation. The global environment continues to be challenging, Although financial market volatility and geopolitical uncertainties have abated somewhat from their peaks in recent months, trade negotiation challenges continue to linger.

Domestic Outlook: IMF has revised its forecast for India's economic growth India 6.4 percent in 2025 and 2026, with both numbers revised slightly upward from 6.2% for 2025 and 6.3% for 2026, reflecting a more benign external environment than assumed in the April reference forecast and reaffirming India's position as the world's fastest growing major economy.

As per RBI's Monetary policy statement 2025-26, Domestic growth remains resilient ; Private consumption, aided by rural demand, and fixed investment, supported by buoyant government capex, continue to boost economic activity; However, growth in industrial sector remained subdued and uneven across segments, pulled down by electricity and mining. As for the growth outlook, the above normal southwest monsoon, lower inflation, rising capacity utilization and congenial financial conditions continue to support domestic economic activity. The supportive monetary, regulatory and fiscal policies including robust government capital expenditure should also boost demand. The services sector is expected to remain buoyant, with sustained growth in construction and trade in the coming months. Prospects of external demand, however, remain uncertain amidst ongoing tariff announcements and trade negotiations. The headwinds emanating from prolonged geopolitical tensions, persisting global uncertainties, and volatility in global financial markets pose risks to the growth outlook. Taking all these factors into account, RBI has retained India's GDP growth for 2025-26 at 6.5 per cent .and projected growth of 6.6% for Q1 of FY 2026-2027.

(Note: Read more on the macroeconomic landscape and business outlook in Management Discussion & Analysis section in this Integrated Annual Report)

Our Company's Outlook: Our Company with 'COSCO' Brand is one of the leading player in Sports and Health & Fitness goods & equipments in the domestic market. The demand of Sports, Health & Fitness goods is consistently rising from Individuals and Households. 'COSCO' is a leading brand in the Sports and Fitness segment in the domestic market and the Management is continuously taking effective steps to further boost 'COSCO' Brand Value, which will help in driving growth. The Company is expanding its product range of quality products and the marketing network in its endeavor to improve top line as well as net margins. The Company manufactures/source internationally at competitive prices quality products and develop/source new products on regular basis. The Central and State Governments Policies for the promotion of Sports and Fitness are yielding results and will further boost this sector. The Management is quite optimistic about the better performance of the Company during the current and subsequent years both in terms of sales and profitability. The objective of the Management is to build a sustainable organization creating growth opportunities for our employees, clients, investors and all stakeholders.

Company Net Worth: The Net Worth of the Company as at 31.03.2025 was ' 5,046.32 Lakhs (Previous Year ' 4,980.67 Lakhs).

Status of Investments made in the erstwhile 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 the Revival of Underperforming Enterprises or Underutilized Assets Act, No 43 of 2011(of Sri Lanka). The Shares of the WOS are vested in Secretary to the Treasury of Government of Sri Lanka pursuant to acquisition by the Government under 'Revival of Under Performing Enterprises or Under Utilized Assets Act of Sri Lanka (Act No. 43 of 2011)'. Competent Authority appointed under the Act is controlling, administering and managing such

Enterprises/Units/Assets. The Act (of Sri Lanka), provides for payment of compensation to the Shareholders. The 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 Investment (BOI ) of Sri Lanka as at the date of vesting, the net compensation payable is LKR 463.26 lakhs (Equivalent INR 134.53* lakhs) . The amount is yet to be released and the same shall be credited to Liquidator, since Cosco Polymer Lanka (Private) Ltd. has been ordered to be wound up by the Hon'ble High Court of the Western Province, (Exercising Civil Jurisdiction in Colombo (Sri Lanka)- Case Ref. No. HC (Civil) 40/2013(CO). The management does not expect any net realisable value of its investment in the erstwhile subsidiary. However realisation, if any, shall be accounted for in the year of actual receipt.

"Consolidated Financial Statements" as per Accounting Standard 21/Ind AS 110 issued by the Institute of Chartered Accountants of India, have not been prepared since the 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 financial position of the Company.

TRANSFERS TO RESERVES

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

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sections 134 (3) (c) and 134(5) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them and based on the internal controls, compliance systems established and maintained by the Company, make the following statement that:

i. in the preparation of the annual accounts for the year ended 31^st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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

iii. 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;

iv. the Directors have prepared the annual accounts on a going concern basis;

v. the Directors have laid down internal financial controls to be followed by the Company and generally such internal financial controls are adequate and operating effectively; and

vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company's internal financial controls were adequate and reasonably effective during FY 2024-2025 and shall take needful effective steps/corrective measures in some areas, which need improvement as reported by the Auditors.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

During the 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 the 44^th Annual General Meeting held on 30^th September, 2023 for a term of 3 years w.e.f 1^st October, 2023. Their term of reappointment will expire on 30^th September, 2026.

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

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

Pursuant to the provisions of Section 149 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, and after the members approvals in the 43^rd 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 their 1^st term of 5 years w.e.f. 01.10.2022. and Ms. Tejal Jain (DIN: 09219682) Independent Director, who completed her 1^st term of appointment on 30^th September 2022 and Reappointed for 2^nd term as Independent Director of Cosco (India) Limited w.e.f 01.10.2022 with the approval of members in the 43^rd Annual General Meeting held on 30.09.2022.. All the Independent Directors have been appointed for consecutive period of 5 years and will hold office till 30.09.2027 and shall not be liable to retire by rotation.

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

Pursuant to the provisions of section 203 of the Companies Act, 2013, the key managerial personnel of the Company are:- Shri Devinder Kumar Jain (DIN: 00191539) - Managing Director and Chief Executive Officer of the company;

- Shri Narinder Kumar Jain (DIN: 00195619) - Managing Director of the Company;

- Mr. Arun Jain (DIN: 01054316)-Whole Time Director, and CFO; And

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

During the year under review, there were no changes to the KMP of the Company.

During the year, the non-executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than the payment of sitting fees for Board's meeting and reimbursement of expenses, if any, incurred by them for the purpose of attending Board meetings of the Company.

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

None of the Director of the Company are disqualified from being appointed as Directors as specified under Section 164(1) and 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualifications of

Directors) Rules, 2014 (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force) or are debarred or disqualified by the Securities and Exchange Board of India (“SEBI”), Ministry of Corporate Affairs (“MCA”) or any other such statutory authority and they have given their consent in writing to act as Director(s).

MEETINGS OF THE BOARD

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

BOARD EVALUATION

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

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

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

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

The Board also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The above evaluations were then discussed in the Board Meeting and performance evaluation of independent directors was done by the entire Board, excluding the Independent Director being evaluated.

The Board expressed its satisfaction with the Evaluation results, which reflects the high degree of engagement of the Board and its committees with the company and its Management.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on Directors' appointment and remuneration and other matters provided in Section 178(3) of the Act (salient features) has been briefly disclosed hereunder;

Selection and procedure for nomination and appointment of Directors

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

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

Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

Positive Attributes - Apart from the duties of Directors as prescribed in the Act the Directors are expected to demonstrate reasonable standards of ethical behavior, communication skills and independent judgment. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.

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

The Directors affirm that the remuneration paid to Directors, KMPs and employees is as per the Remuneration Policy of the Company.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control systems inter alia including system of internal financial controls, commensurate with the size and scale of its business operations. The system of internal financial control strives to ensure that all transactions are evaluated, authorized, recorded and reported accurately and that all assets are safeguarded and protected against losses that may arise from unauthorized use or disposition. Based on the framework of internal financial controls and compliance systems put in place by the Company, and the reviews performed by management and the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2024-2025. The company will further strengthen its Internal Financial Controls in areas observed by the Auditors as discussed hereinafter under Independent Auditors' Report.

The details in respect of internal control and their adequacy included in the management discussion & analysis, forms part of this report.

AUDITORS

M/s. Madan & Associates, Chartered Accountants (ICAI Registration No.: 000185N) were appointed as the Statutory Auditors at 43^rd Annual General Meeting (aGm) of the Company held on 30^th September, 2022 from the conclusion of 43^rd AGM till the conclusion of 48^th AGM of the Company to be held in the year 2027.

INDEPENDENT AUDITORS' REPORT

The Auditors' Report do not contain any qualifications or adverse remarks except for the matters reported under Emphasis of the Matter and observations as discussed herein. The Opinion of the Auditors is not qualified in respect of matters reported under Emphasis of the Matter. Auditors have drawn attention to some specific Notes to the Financial Statements 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 other income regarding excess Provision of Warranty Claims of ' 11.84 Lakhs. The provision for warranty is based on the preceding year domestic turnover to take care of repair & replacement of products sold. Note no. 5.2 regarding Advance to various shipping companies is self- explanatory, As stated the Reconciliation is under process and necessary accounting entries will be passed in subsequent year on completion of process.

We have taken note of the Auditors' observations w.r.t. the Internal Audit System of the company (Refer Annexure B to the Auditors' Report - Sub clause (xiv) of Companies Auditors Report Order , 2020), which as per the Auditors needs to be substantially strengthened considering the size and the nature of its business in terms of scope, coverage and compliance thereof, not timely furnishing of the internal audit reports for the year under audit and Accordingly, they could not consider these reports-In this regard, as explained last year, the management is of the view that the Internal Audit System is reasonably effective having regard to the medium scale (MSME) category of the company and since all significant transactions and day to day operations are monitored, controlled, authorized and managed by the top management. The Internal Audit is conducted at periodical intervals invariably quarterly . The Quarterly /Periodic Internal Audit Reports for the year ended 31.03.2025 were taken on record by the Company and were available for perusal and reference of the Statutory Auditors . The Internal Auditors Reports don't have any adverse remarks. The Management will pursue for timely completion of the Internal Audit and ensure prompt furnishing of Internal Audit Reports to the Statutory Auditors and will endeavor to further strengthen the internal audit in terms of scope, coverage and compliance thereof as may be specifically advised/desired by the Auditors and considered necessary by the Management.

We have taken note of the observations of the Auditors made in their 'Report on the Internal Financial Controls'-Annexure 'A' to the Independent Auditor's Report for further strengthening of the internal control in the following areas viz. Purchases: Rates/ prices negotiated by the top management. Negotiations are not fully documented; Inventory: The controls regarding physical verification of work in progress needs to strengthened and verification should be done by stopping the operations; The 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 strategically at the earliest. Similarly, slow moving/non-moving stocks should be liquidated promptly at periodical intervals; Property, Plant & Equipment Physical verification: needs improvement to see all items of PPE are physically verified in phase of 3 years. Expenditure Budgeting having regard to sales forecast, production and procurement plan.; Volume of Expense through petty cash: needs to be reduced to the extent possible.

The Company's Management is of the view that most of the Internal Financial Controls are reasonably effective as stated in our last year's Board Report, However, the management is taking more effective steps in continuity to further strengthen the Internal Financial Controls in respect of all these areas, inter-alia Purchase: Timely and proper documentation of finalized/negotiated price for purchase; The strengthening of controls regarding physical verification of WIP suggested to be done by stopping 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 monthly basis by top Management; More efforts are being made and steps taken to liquidate the slow or non-moving stocks periodically; Property, Plant & Equipment Physical verification-most of the items of PPE are physically verified in phase of 3 years; Volume of Expenses through petty Cash, which are being incurred due to business exigencies, shall be reduced to the extent possible.

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso to Section 143(12) of the Act. Other observation/comments, if any, in the Independent Auditors Report read with the Notes to the Financial Statements, are self-explanatory and need no further clarification /explanation.

SECRETARIAL AUDITORS’

In accordance with the provisions of Section 204 and other applicable provisions of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) ('the Act'), every listed company and certain other prescribed categories of companies are required to annex a Secretarial Audit Report, issued by a Practicing Company Secretary, to their Board's report, prepared under Section 134(3) of the Act.

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

Furthermore, in terms of the amended regulations, M/s. Akhil Rohatgi & Co. has provided a confirmation that they have subjected themselves to the peer review process of the Institute of Company Secretaries of India and hold a valid peer review certificate. M/s. Akhil Rohatgi & Co. has confirmed that they are not disqualified from being appointed as Secretarial Auditors and that they have no conflict of interest. M/s. Akhil Rohatgi & Co. has further furnished a declaration that they have not taken up any prohibited non-secretarial audit assignments for the Company and its Group companies.

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

financial year 2029-2030 and recommend the Ordinary Resolution as set out in Resolution No. 4 of this Notice for the approval by the members of the Company.

Members are requested to refer the Notice of the ensuing AGM for brief profile and other related information related to appointment of Secretarial Auditors of the Company.

SECRETARIAL AUDITORS' REPORT

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

INTERNAL AUDITORS

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

COST AUDITORS

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

AUDIT COMMITTEE

The composition, terms of reference etc. of the Audit Committee is provided in Corporate Governance Report which forms part of this Annual Report. There have been no instances of non-acceptance of any recommendations of the Audit Committee by the Board during the financial year under review.

NOMINATION AND REMUNERATION COMMITTEE

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

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

CORPORATE SOCIAL RESPONSIBILITY

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

RISK MANAGEMENT POLICY

The Company has an integrated risk management framework through which it identifies, monitors, mitigates and reports key risks that impacts its ability to meet the strategic objectives. A note on the policy of the Company on risk management is provided in this Annual Report under Management Discussion and Analysis Report (Refer Annexure -D which form part of this report).

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans, guarantees and investments have been disclosed in the financial statements. No additional Loans given, Guarantee provided or Investment made by the Company during the reporting year, which are covered under the provisions of Section 186 of the Companies Act, 2013.

TRANSACTIONS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during the FY 2024-2025 with related parties were on an arm's length basis and approved by the Audit Committee. Transactions, which were repetitive in nature, were approved through omnibus route.

As per the SEBI Listing Regulations, if any Related Party Transactions ('RPT') exceeds ' 1,000 crore or 10% of the annual consolidated turnover as per the last audited financial statement whichever is lower, would be considered as material and would require Members approval. There were no material transactions of the Company with any of its related parties as per the Act.

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

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

During the FY 2024-2025, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees for attending Board Meetings and reimbursement of expenses, as applicable.

Pursuant to the requirements of the Act and the SEBI Listing Regulations the Company has formulated a policy on RPTs and is available on Company's website.

https://www.cosco.in/uploads/investors/revised policy on related party transaction wef 13 02 2025 1 747995446.pdf

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

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2024-25 and the date of this Report.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business during the financial year under review.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2024-25 is available on Company's website at; https://www.cosco.in/investors/annual-reports

SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES

Your Company does not have any subsidiary/joint venture/associate company within the meaning of the Companies Act, 2013. The Status of Investments made in the erstwhile 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 the Act and the SEBI Listing 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 the Independent Directors of the Company as on date of this Report.

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.

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

d. The number of permanent employees on the rolls of the Company: 362

e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the Managerial remuneration:- Average percentile increase made in the employees remuneration other than Managerial Personnel in the last FY 2024-25 was approximately 3.32% to 13.41% compared to the percentile increase of 8.79% to 8.57% in the remuneration of Managerial Personnel.

Remuneration of Managerial Personnel was as per the Remuneration Policy of the Company and within limits as approved by the members in the Annual General Meetings as per statutory requirements.

f. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms remuneration is as per the remuneration policy of the Company.

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

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

DISCLOSURE REQUIREMENTS

As per SEBI Listing Regulations, Corporate Governance Report with Auditors' certificate thereon and Management Discussion and Analysis are attached, which form part of this Report.

Details of the familiarization programme of the Independent Directors are available on the website of the Company.

https://www.cosco.in/uploads/investors/familiarisation programme to independent directors fy 2024 25 1 744282559.pdf

Policy on dealing with related party transactions is available on the website of the Company. https://www.cosco.in/uploads/investors/revised policy on related party transaction wef 13 02 2025 1 747995446.pdf

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

There was no instance of one-time settlement with any Bank or Financial Institution.

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

As stated in the said note in addition, the company is subject to legal proceedings claims, which have arisen in the ordinary course of business. The company's management reasonably does not expect that outcome of these legal proceeding etc., when ultimately concluded and determined, will have adverse material effect on the company's results of operations or financial condition.

During the financial year 2024-25, there were no significant and material orders passed by the regulators or courts or tribunals, Statutory or quasi-judicial body impacting the going concern status and the Company's 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 the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the IEPF Rules”), during the FY 2022-2023, unclaimed dividend amounting to ' 76,248 was transferred by the Company to the Investor Education and Protection Fund (“IEPF”), established by the Government of India.

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

VIGIL MECHANISM/WHISTLE BLOWER POLICY

To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and ethical behaviour in all its operations, the Company has adopted a 'Whistle Blower policy/Vigil Mechanism' which provides for adequate safeguard against victimization of person who use such mechanism and the Directors and employees have direct access to the Chairman of the Audit Committee, in exceptional cases. The Vigil Mechanism (Whistle Blower Policy) is available on Company's website www.cosco.in at: https://www.cosco.in/uploads/investors/whistle blower policy 1566037432.pdf

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

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“the Prevention of Sexual Harassment Act”), the 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.

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

The 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 with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder.

There was no complaint received from any employee during the financial year 2024-25 and hence, no complaint is outstanding as on March 31st, 2025 for redressal.

The company is in compliance with the provisions relating to the Maternity Benefit Act 1961.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

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

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

DEMATERIALISATION OF SHARES

The Company shares are being dealt in dematerialized form. Shareholding of the Promoters/ Promoter Group has been substantially dematerialized.

LISTING

Your Company is listed with Stock Exchanges at Mumbai and Delhi. Annual Listing fee for the Financial Year 2024-2025 and 2025 - 2026 paid to BSE Limited. No fees paid to Delhi Stock Exchange Limited since DSE is non functional.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure that mandatory provisions of 'Corporate Governance' as provided in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per the provisions of Companies Act, 2013 are duly complied with.

Report on 'Corporate Governance' along with 'Certificate by Practicing Company Secretary' on compliance with the condition of Corporate Governance under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed hereto as part of this report as Annexures - C2 & C3 respectively.

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

INDUSTRIAL RELATIONS

The Company lays emphasis on all round development of its human resource. The industrial relations remained cordial during the year.

ACKNOWLEDGEMENTS

The Directors acknowledge with thanks the continuous support and co-operation received from Bankers, Statutory and Internal Auditors, Customers, Suppliers, Dealers, Government Authorities and Regulators and all other business associates. The Board of Directors places on record their sincere gratitude and appreciation for all the employees of the Company for their hard work, solidarity, cooperation, and dedication during the year.

The Directors appreciate and value the contributions made by each and every member and Stakeholder of the Company and place on record their appreciation for the confidence reposed by all the Stakeholders.