Your directors are pleased to present their 48^th Annual Report together with the Audited Statement of Accounts of
the Company for the year ended 31^st March 2025.

1. SUMMARY FINANCIAL RESULTS

The Financial Results of the Company for the year ended 31^st March 2025, were as follows:

The Exports for the financial year are K 1506 Crores which is around 52% of total sales. The Company exports
to 80 countries across the globe.

As on 31^st March 2025, Net Debt/EBITDA stands at 2.7 times and Net Debt/Equity at 0.7 times. The Company’s
financials remain strong.

Net Worth and Book Value/share

2. PERFORMANCE SNAPSHOT

During the Financial Year 2025, on consolidated basis the Company registered sales of K 2,895 crores vs
K 2,587 crores last year.

Consolidated EBITDA for the year was K 362 crores as against K 251 crores in financial year 2024 primarily
due to—

• Higher sales of speciality films (10% growth for the year);

• Cost rationalization of about K 25 crores;

• Better BOPP and BOPET films margins and

• Improved performance of specialty chemical subsidiary.

The Global Flexible Packaging Market is estimated to be
valued at $ 315 billion in 2025 and is expected to reach
$ 458 billion by 2032, growing at compound annual
growth rate (CAGR) of 5.5% from 2025 to 2032.¹

The India Flexible packaging market is worth $ 20 billion
in 2025, growing at an 11.46% CAGR and is forecast to hit
$ 35 billion by 2030.²

The flexible packaging market is experiencing growth
due to several factors including increased demand from
the food and beverage industry, the rise of e-commerce,
and the shift towards lightweight, convenient, and
sustainable packaging solutions. Advancements in
technology also contribute to this growth, enhancing shelf
life and product protection. As industries prioritize eco¬
friendly solutions and consumers seek convenience and
functionality, the flexible packaging market is poised to
further expand. Asia-Pacific region is the most desirable
market for manufacturers of flexible packaging due to its
high domestic demand and plentiful, low-cost labour.

With increasing long term demand potential for flexible
packaging, the Company has planned about 50% capacity
addition in flexible packaging business in phases. While
specialized BOPET line with annual capacity of 30k MT
got commissioned during FY23, the CPP line with annual
capacity of 22k MT got commissioned during FY25 and
BOPP line having annual capacity of 81k MT is expected
to get commissioned in Q1 FY26. CPP and BOPP lines
will be the world’s largest production capacity lines with
lower cost of production.

The Company’s focus shall continue to be on improving
speciality films, R&D efforts particularly on sustainability
which would yield results in coming years. These actions
would continue to de-commoditize business model and
would contribute in long term sustainable growth. The
Company’s speciality films sales stand at 71% during
FY25. On BOPET line as well, the company is kicking off
few specialty products which includes window films,
security films, PET-G films, and many others.

With significant investments in R&D and innovation,
Company has established itself as a pioneer in delivering
industry-specific and niche solutions to its customers.
Over the past four decades, the company has built
consumer trust in films for purposes such as flexible
packaging, labelling, insulation, cards, digital films, and
books and documents. Advancing toward a sustainable
and green future, focus is on developing films from mono¬
material structures that are easily recyclable, helping
customers reduce their carbon footprint.

In Speciality Chemicals the Company has three verticals
i.e. coating chemicals, masterbatch and adhesive. In each
of these segment the Company plans to cater to niche
speciality focused either to address current problem area
for the Industry or significantly better product compared
to currently available.

COATINGS CHEMICALS

The Global Industrial Coatings Market is projected to hit
the market valuation of $ 180 billion by 2033 from $ 118
billion in 2024 at a CAGR of 4.80% during the forecast
period 2025-2033.³

The India Industrial Coatings Market is expected to
register a CAGR of greater than 5% between 2025
and 2030.⁴

MASTERBATCHS

The masterbatch market size has grown strongly in
recent years. Global Master Batch Market will grow from
$ 9 billion in 2024 to $ 10 billion in 2025 at a compound
annual growth rate (CAGR) of 6.6%. The masterbatch
market size is expected to see strong growth in the next
few years. It will grow to $ 13 billion in 2029 at a compound
annual growth rate (CAGR) of 6.2%⁵. The growth in the

Source: 1) httDs://www.coherentmarketinsiahts.com/market-insiaht/flexible-Dackaaina-market

2) httDs://www.mordorintelliaence.com/industrv-reDorts/india-fl exible-packaging-market

3) httDs://www.alobenewswire.com/n ews-release

4) httDs://www.mordorintelliaence.com/industrv-reDorts/india-industrial-coatinas-market

5) httDs://www.thebusinessresearchcomDanv.com/reDort/masterbatch-alobal-market-reDort

Started in FY24, Cosmo Plastech is the end-to-end
rigid packaging solutions division of the Company that
specializes in creating customized packaging solutions
for a variety of fast-moving consumer goods (FMCG)
products. At Cosmo Plastech, injection moulding and
thermoforming techniques are used to manufacture
products, which are made from high-quality materials to
ensure durability and reliability.

Cosmo Plastech works closely with its clients to
understand their specific packaging needs and then
designs and manufactures customized containers to
meet those needs. Company’s expertise in injection
moulding and thermoforming techniques, as well as our
BOPP-based film, makes it a trusted partner for many
companies across the globe.

The phase one commercial production started in FY24
and phase two started in FY25. The annual capacity of
the Company for rigid packaging is 8KMT. The Company
also attained globally recognized FSSC 22000 food safety
certification, a mandatory requirement for packaging
material coming into direct contact with food. Earning
this rigorous accreditation required demonstrating
a systematic and meticulous approach to food
packaging production.

The annual capacity of the Company for Coating
Chemicals is 5KMT, Masterbatch is 10KMT and Adhesives
is 2.5KMT.

The Specialty Chemical subsidiary has achieved high
teens EBITDA with topline of H 187 crores in FY25. It
targets to reach 10% of Company’s consolidated revenue
in three years with 25% ROCE.

Cosmo Sunshield specializes in premium window film solutions designed for commercial buildings, residential
spaces and automotives with a wide range of Sun Protection Film, Safety Films and Privacy Films.

High Heat Rejection Sun Protection Window Films are engineered to deliver exceptional performance and efficiency
in even the harshest sunlight. Designed with advanced Nano Ceramic technology, these films reject up to 95% IR
which is responsible for heat buildup, significantly reducing interior temperatures and energy consumption through
cooling system.

Safety Window Films reinforce glass with impact resistance and shatter protection, helping prevent accidents
and injuries from broken glass. With high transparency, scratch-resistant and anti-graffiti properties, they offer a
clear, durable, and stylish layer of safety—making them an ideal, unobtrusive defence for any modern space. Cosmo
Sunshield combines innovation and aesthetics to enhance comfort, security, and style. These films reduce solar heat
and glare while blocking over 99% of harmful UV rays, ensuring unparalleled thermal comfort and energy efficiency.

Privacy Window Films provide effective privacy while maintaining natural light. They obscure the view from outside,
ensuring a discreet environment. Available in reflective and non reflective options, for mirror-like finish, these films
offer maximum privacy and a modern, sleek look while reducing heat and glare.

The commercial production of these films started in May 2025.

COSMO PPF

crcmom

The Company has launched the Cosmo PPF (Paint Protection Film) which delivers premium, high-performance paint
protection for vehicles engineered with cutting-edge technology, these films preserve the original paint finish, shield
against environmental damage and ensure a long-lasting, showroom-fresh and flawless look.

The Global Pet Care Market Size accounted for $ 346
billion in 2025 and is forecasted to hit around $ 644
billion by 2034, representing a CAGR of 7.10% from 2025
to 2034.)⁸

The Company’s Petcare division Zigly launched in
September 2021 follows an Omni Channel approach.
It offers complete Petcare solution. It has a team of
seasoned veterinarians with diverse expertise in critical
care services viz: surgeries, consultation, pathology,
radiology, pharmacy and vaccination. It offers premium
pet products and spa and grooming services for pets.
With 30 experience centers operational as on March
2025, the Company targets to have 50 experience
centres in next couple of years.

The Company is working on several sustainability
projects-

CARBON FOOTPRINT REDUCTION - The Company
has achieved carbon footprint reduction of 0.94 lacs
MT equivalent CO₂ emission in FY25 and aiming to
achieve total 1.34 lacs MT equivalent Co2 emission
by FY 26.

RENEWABLE POWER - The roof top solar power
plants have been installed for all manufacturing
units. The Company is currently catering solar
renewable power through group captive plant and
raised total usage of renewable energy to close to
50% for FY25. The Company expects to increase its
usage to more than 2/3^rd of total consumption over
the next 1-2 years which would lead to power cost
rationalization of about 20-50 Crore per annum.

RAINWATER HARVESTING -The Company has taken
several steps towards rainwater harvesting. 28% of
the water consumed is being harvested.

WASTEWATER TREATMENT -The Company has
water treatment plants. 45% of the wastewater is
being reused.

NOISE REDUCTION -Noise reduction measures
were taken across our Waluj, Shendra, and Karjan
plants operations by using various noise control
technologies and strategic operational adjustments.
Acoustic enclosures are provided at high noise area
to reduce noise to 80-85 dB

WASTE GENERATION REDUCTION - The Company
has taken several steps to minimise the waste
generation. It has dedicated recycling plant for MLP
and Post-Industrial waste.

Several other sustainability initiatives are as under--

• Installation of Wet Scrubber for Thermopack
Boilers to improve resource efficiency and reduce
impact due to emissions, effluent discharge and
waste generated. Wet scrubber is used to reduce
the amount of air pollution. In wet scrubbing
processes, solid particles are removed from a gas
stream by transferring them to a liquid. The liquid
most commonly used is water.

• UV stabilized Synthetic Paper can be used to
replace PVC in outdoor promotional applications
for duration requirements up to one year.

• Working on 3R principles i.e. Reducing waste,
reusing and recycling resources and products

• Both BOPP and CPP films offer better yield, hence
enabling reduced consumption of plastics.

• Use of Water Based Coatings

• Offer a suitable substitute for aluminium foil in
form of its Ultra-High Barrier Films.

• Offer Oxo-Biodegradable Films

• Constant monitoring of parameters like noise,
illumination, ventilation, air quality etc.

• Offer mono layered structure for ease of recycling

• Partnering with some of the best global
brands to offer structure rationalization &
recyclability solutions.

• Invest in R&D and grow its speciality film
portfolio offering sustainable solutions for a
better tomorrow.

• Innovated heat-resistant BOPP film to facilitate
mono material structure.

• Focus on reducing Green House Gas missions,
green energy at plants, waste reduction, water
treatment etc.

• Reutilization of reprocessed granules from waste
material as input for film production,

• Continuous efforts to reduce water usage, waste
generation and GHG emissions.

• Manufacturing environment friendly, sustainable
polymers, which are easily recycled and reused in
a variety of ways.

These steps will not only contribute to the
environment but will also rationalize costs in
coming quarters.

The Company’s focus will be taking full leverage of the new investments, grow specialty film sales, expand in
international geographies and push down costs. The new film lines are the most cost-efficient and should make the
products more competitive in the market. Specialty Chemicals is already earning healthy ROCE. It targets to reach
about 10% of Company's consolidated revenue in next three years with 25% ROCE.

state-of-the-art analytical lab for PET and Pet-G
research. This would be very valuable in developing
new products as well as maintaining the quality of
regular products. This will also support for achieving
recyclability of PET.

The Company has acquired the KARO IV, a state-of-
the-art laboratory stretching machine from Bruckner
Maschinenbau, designed to revolutionize film
development and testing. The machine's exceptional
properties include its flexibility to handle a wide
range of film types, such as BOPP and BOPET. The
KARO IV boasts advanced specifications, including
the capability for both sequential and simultaneous
stretching, precise temperature control for accurate
testing conditions, and an intuitive visualization
system for enhanced process control.

The Research and Development team has also
acquired the Nichrome VFFS (Vertical Form Fill Seal)
machine, an automated packaging system used to
form pouches from film, fill them with product, and
seal them in a vertical motion. The procurement of
VFFS helped to investigate the sealing behaviour
of laminate structure in house and also helped in
time saving.

The Company has successfully passed the Indirect
food test for C1049 (DTP) TC and direct FAD at film
touching to food side (Non-coated side).

We have achieved CSP Recyclability Certification. It
is certified by well know agency in Europe (Cyclos-
HTP Institute).

The Company launched several new products during
the financial year in various categories of Packaging,
lamination, labelling & synthetic paper applications.
Some of the notable product developments are
HP Indigo printable Cosmo Synthetic Paper for
Photo Album application, Static and Block-Free
Cosmo Synthetic Paper, UV inkjet Printable Coated
Label, Green-Graphic self adhesive Film (Glossy
Version), Phenol Free DTP product, Metallized CPP
film with high metal bond strength, High speed
barrier film and Inner sealing Film for snacks and
confectioneries, Metallized CPP film with high metal
bond strength etc.

6. SUBSIDIARIES

The Company has ten subsidiaries including step
down subsidiaries. Pursuant to Section 129(3) of
the Companies Act, 2013 and Accounting Standards
issued by the Institute of Chartered Accountants of
India, Consolidated Financial Statements presented
by the Company include the Financial Statements of
its Subsidiaries.

Consolidated Financial Statements form part of this
Annual Report. Statement containing the salient
features of the financial statement of the Company’s
subsidiaries in Form AOC-1, is enclosed to this
Annual Report.

In terms of provisions of Section 136 of the
Companies Act, 2013, the Company place separate
audited accounts of the Subsidiary Companies on its
website at https://www.cosmofirst.com/disclosure-
under-regulation

The subsidiaries of Cosmo First Limited as on 31^st
March 2025, are listed hereunder:

• CF (Netherlands) Holdings Limited B.V.

• Cosmo Films Japan, GK

• Cosmo Films Singapore Pte Limited

• Cosmo Films Korea Limited

• Cosmo Films Inc.

• CF Investment Holding Private (Thailand)
Company Limited

• Cosmo Speciality Chemicals Private Limited

• Cosmo Speciality Polymers Private Limited

• Cosmo Global Films Private Limited

• Zigly Pet Ventures Limited*

*During the year, the Company has incorporated
a wholly owned subsidiary i.e. Zigly Pet Ventures
Limited on 03^rd June, 2024

During the year, the Thermal Lamination Films
production line of Cosmo Films Korea Limited,
a wholly owned Subsidiary of the Company was
relocated to India at Company’s existing plant at SEZ,
Shendra, Chhatrapati Sambhajinagar, Maharashtra.

Cosmo Films Korea Limited currently operates as
marketing, sales, and distribution outfit in Korea
for the Company’s products manufactured in
India. This initiative enabled the Company to realize
the benefits of cost optimization and improved
capacity utilization.

This line has since been relocated to India at
Company’s existing plant at SEZ, Shendra,
Chhatrapati Sambhajinagar, Maharashtra. The line
has commissioned commercial production from
1^st March, 2025.

Subsidiary’s last year EBITDA stood at H 61 Crores.

7. SHARE CAPITAL

During the year under review, there was no change
in the Company’s issued, subscribed and paid-up
equity share capital. On 31^st March, 2025, it stood at
H 26.25 Cr divided into 26249727 equity shares of
10/- each.

8. RESERVE

During the year, ^4-2.70 crore has been transferred
from Special Economic Zone (SEZ) Re-investment
Reserve on utilisation of the reserve in accordance
with Section 10AA(2) of the Income-tax Act, 1961.
Further, an amount of ^53.85 crore has been
transferred to the said reserve out of the profit of
the Company’s SEZ unit for the year.

9. RETURN TO SHAREHOLDERS

The Board of Directors of the Company recommended
Equity dividend of H 4/-per share for the year ended
31^st March 2025 amounting to H 10.50 Crores.

Previous Year Company declared dividend of H 3/-
(30%) per Equity Share of H 10/- each amounting to
H 7.87 Crores.

In terms of Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“Listing
Regulations”) the Dividend Distribution Policy is available
on the Company’s website at https://www.cosmofirst.
com/investors/policies-and-code-of-conduct

Cosmo is committed to maintaining best standards
of Corporate Governance and has always tried to build
the maximum trust with shareholders, employees,
customers, suppliers and other stakeholders.

A separate section on Corporate Governance forming
part of the Directors’ Report and the certificate
from the Practicing Company Secretary confirming
compliance of the Corporate Governance norms as
stipulated in the Listing Regulations is included in
the Annual Report in Annexure - A.

11. INTERNAL FINANCIAL CONTROL AND ITS
ADEQUACY

The Board has adopted policies and procedures for
ensuring the orderly and efficient conduct of its
business, including adherence to Company's policies,
safeguarding of its assets, prevention and detection
of fraud, error reporting mechanisms, accuracy and
completeness of the accounting records, and timely
preparation of reliable financial disclosures.

The Internal Financial control is supplemented by
an extensive program of internal audit conducted
by in house trained personnel and external
firm of Chartered Accountants appointed on
recommendation of the Audit Committee and the
Board. The audit observations and corrective action,
if any, taken thereon are periodically reviewed by
the Audit committee to ensure effectiveness of
the Internal Financial Control System. The internal
financial control is designed to ensure that the
financial and other records are reliable for preparing
financial statements and other data, and for
maintaining accountability of persons.

Cosmo has a robust process in place to identify key
risks across the organisation and prioritise relevant
action plans to mitigate these risks. The Company
has constituted a Risk Management Committee
which has been entrusted with the responsibility
to assist the Board in (a) approving the Company’s
Risk Management Framework and (b) Overseeing
all the risks that the organization faces such as
strategic, financial, liquidity, security, regulatory,
legal, reputational and other risks that have been
identified and assessed to ensure that there is a
sound Risk Management Policy in place to address
such concerns / risks. The Risk Management process
covers risk identification, assessment, analysis
and mitigation. Incorporating sustainability in the
process also helps to align potential exposures with
the risk appetite and highlight risks associated with
chosen strategies.

The risk management procedure is reviewed by the
Audit Committee and Board of Directors on regular
basis at the time of review of quarterly financial
results of the Company. The Audit Committee has
additional oversight in the area of financial risks
and controls. Major risks identified by the business
and functions are systematically addressed through
mitigating actions on a continuing basis.

A report on the various risks that may pose challenge
to your Company are set out as a part of Management,
Discussion and Analysis section of this report.
Details of the composition of the Risk Management
Committee, Meetings held, attendance of the
Directors at such Meetings and other relevant details
are provided in the Corporate Governance Report.

12. VIGIL MECHANISM / WHISTLE BLOWER
POLICY

The Company has adopted a Whistle Blower Policy
establishing vigil mechanism, to provide a formal
mechanism for the Directors and employees to report
their concerns about unethical behaviour, actual or
suspected fraud or violation of the Company’s Code
of Conduct or ethics policy without fear of reprisal.
The policy is accessible on the Company’s website at
https://www.cosmofirst.com/investors/policies-and-
code-of-conduct

13. DIVERSITY OF THE BOARD

The Company believes that diversity is important to
the work culture at any organisation. In particular,
a diverse Board, among others, will enhance the
quality of decisions by utilizing different skills,
qualifications and professional experience for
achieving sustainable and balanced development.

| Executive Director
| Independent Non Executive Director

(A) CHAIRMAN

Mr. Ashok Jaipuria, is the Chairman & Managing
Director of the Company. His present tenure of five
years is from 02^nd April 2024 to 01^st April 2029

(B) APPOINTMENT AND RE-APPOINTMENT OF
DIRECTORS

Mr. Anil Kumar Jain, designated as Director- Corporate
Affairs is Whole time Director of the Company. His
present tenure of five years is from 01^st October
2024 to 30^th September 2029.

He falls under the category of retirement by rotation.
He is liable to retire by rotation at the ensuing Annual
General Meeting and being eligible offers himself for
re-appointment.

The tenure of Mr. Rakesh Nangia, Non Executive
Independent Director is expiring on 9^th November,
2025. The Board of Directors in its meeting held
on 20^th May, 2025, on the recommendation of the
HR, Nomination & Remuneration Committee and
subject to the approval of members of the Company
reappointed him for second consecutive term of five
years w.e.f. 10^th November, 2025.

The details of the proposed appointment/
reappointment of Directors are mentioned in the
Explanatory Statement under Section 102 of the
Companies Act, 2013 of the Notice of 48^th Annual
General Meeting (AGM) of your Company.

(C) CESSATION OF DIRECTOR

Mr. Har Kishanlal Agrawal, Independent Director of
the Company retired from his position on completion
of second consecutive term of five years on 24^th
July, 2024.

(D) STATUS OF OTHER DIRECTORS

Ms. Yamini Kumar designated as Director (Corporate
Strategy, ESG & CSR) was appointed as Whole Time
Director of the Company for a tenure of 5 year w.e.f
12^th February 2025. Her appointment was approved
by the members of the Company through postal
ballot on 26^th March 2025. Her present tenure is from
12^th February 2025 till 11^th February 2030

Mr. Pratip Chaudhuri is acting as Non Executive
Independent Director w.e.f. 11^th February 2025.
During the year, he was reclassified from Non¬
Executive Non- Independent Director to Non
Executive Independent Director. The change in
classification was approved by the members of the
Company through postal ballot on 26^th March 2025.
His present tenure of five years is from 11^th February
2025 to 10^th February 2030.

Mr. Hoshang Noshirwan Sinor, is acting as
Independent Director of the Company. His second
term as Independent Director is completing on
21^st May, 2025; During the year, the Board of Directors
on the recommendation of the Nomination &
Remuneration Committee approved his appointment
as Non Executive Non Independent Director w.e.f.
22^nd May, 2025. His appointment as Non Executive
Non Independent Director (liable to retire by rotation)
was approved by the members of the Company
through postal ballot on 26^th March, 2025.

Mr. Arjun Singh, is acting as Independent Director of
the Company. His present tenure of five years is from
27^th October, 2021 to 26^th October, 2026.

Ms. Alpana Parida is acting as Independent Director
of the Company. Her present tenure of 5 years is from
15^th May, 2024 till 14^th May, 2029.

Mr. Anil Wadhwa is acting as Independent Director
of the company. His present tenure of 5 years is from
23^rd May, 2023 till 22^nd May, 2028.

Mr. Yash Pal Syngal is acting as Independent Director
of the company. His present tenure of 5 years is from
8^th November, 2023 till 7^th November, 2028.

(E) INDEPENDENT DIRECTORS DECLARATION

The Company has received necessary declaration
from each Independent Director under section
149(7) of the Companies Act, 2013 that they meet
the criteria of independence laid down in section
149(6) of the Companies Act, 2013 and Regulation
16 of Listing Regulations.

15. STATEMENT OF BOARD OF DIRECTORS

The Board of Directors of the Company are of the
opinion that the Independent Directors of the
Company appointed/re-appointed during the year
possess integrity, relevant expertise and experience
(including the proficiency) required to best serve the
interest of the Company. The Independent Directors
have confirmed compliance of relevant provisions
of Rule 6 of the Companies (Appointments and
Qualifications of Directors) Rules, 2014.

16. KEY MANAGERIAL PERSONNEL

During the year under review, there was no change
in KMP of the Company. The following personnel’s
continue as KMPs as per the definition under Section
2(51) and Section 203 of the Companies Act, 2013:

1. Mr. Ashok Jaipuria, Chairman & Managing Director

2. Mr. Anil Kumar Jain, Director - Corporate Affairs

3. Mr. Pankaj Poddar, Chief Executive Officer

4. Mr. Neeraj Jain, Chief Financial Officer

5. Ms. Jyoti Dixit, Company Secretary

17. FAMILIARIZATION PROGRAMME FOR THE
INDEPENDENT DIRECTORS

The Company follows a well-structured induction
programme for orientation and training of Directors
at the time of their joining so as to provide them with
an opportunity to familiarise themselves with the
Company, its management, its operations and the
industry in which the Company operates.

At the time of appointing a Director, a formal letter
of appointment is given to him/her, which inter alia
explains the role, function, duties and responsibilities
expected of him/her as a Director of the Company.
The Director is also explained in detail the Compliance
required from him/her under the Companies Act,
2013, the Listing Regulations and other relevant
regulations and affirmation taken with respect to
the same.

The induction programme includes:

1) For each Director, a one to one discussion with the
Chairman and Managing Director to familiarise
the former with the Company’s operations.

2) An opportunity to interact with the CEO, CFO
& Company Secretary, business heads and
other senior officials of the Company, who also
make presentations to the Board members
on a periodical basis, briefing them on the
operations of the Company, strategy, risks, new
initiatives, etc.

The details of the familiarisation programme may
be accessed on the Company’s corporate website
at https://www.cosmofirst.com/disclosure-under-
regulation

18. REMUNERATION POLICY

Your Company is driven by the need to foster a
culture of leadership with mutual trust. Cosmo’s
remuneration policy, which is aligned to this
philosophy, is designed to attract, motivate, retain
manpower and improve productivity by creating a
congenial work environment, encouraging initiative,
personal growth and teamwork besides offering
appropriate remuneration package. Pursuant to the
applicable provisions of the Companies Act, 2013 and
the Listing Regulations, the Board, in consultation
with its HR, Nomination & Remuneration Committee,
has formulated a framework containing, inter-alia,
the criteria for performance evaluation of the entire
Board of the Company, its Committees and Individual
Directors, including Independent Directors.

Members can download the complete remuneration
policy on the Company’s website at https://www.
cosmofirst.com/investors/policies-and-code-of-
conduct

Disclosure of details of payment of remuneration
to Managerial Personnel under Schedule V(C)(6)
of Listing Regulations forms part of the Corporate
Governance Report.

19. PERFORMANCE EVALUATION OF THE
BOARD, COMMITTEES AND INDIVIDUAL
DIRECTORS

In terms of provisions of Companies Act, 2013
read with the Rules issued thereunder and Listing
Regulations, the Board has adopted a formal
mechanism for evaluating the performance of
its Board, Committees and individual Directors,
including the Chairman of the Board. Further, a
structured performance evaluation exercise was
carried out based on criteria such as:

• Board/Committees composition;

• Structure and responsibilities thereof;

• Ethics and Compliance;

• Effectiveness of Board processes;

• Participation and contribution by members;

• Information and functioning;

• Specific Competency and Professional Experience
/Expertise;

• Business Commitment & Organisational Leadership;

• Board/Committee culture and dynamics; and

• Degree of fulfilment of key responsibilities, etc.

The performance of Board, Committees thereof,
Chairman, Executive and Non-Executive Directors
and individual Directors is evaluated by the Board/
Separate meeting of Independent Directors. The
results of such evaluation are presented to the Board
of Directors.

20. BOARD AND COMMITTEE MEETINGS
Diversity of Board/Committee’s

Ý Board of Directors Ý Audit Committee

Ý HR, NRC Ý Stakeholder Committee

ED: Executive Director; ID: Non-Executive Independent

During Financial Year 2025, Five(5) meetings of
the Board of Directors, Four (4) Audit Committee

meetings, Four (4) HR, Nomination & Remuneration
committee meetings and Four (4) Stakeholder
Relationship committee meetings were held. The
intervening gap between the meetings was within
the period prescribed under the Companies Act,
2013 and Listing Regulations.

Details of the composition of the Board and its
Committees and of the Meetings held, attendance
of the Directors at such Meetings and other
relevant details are provided in the Corporate
Governance 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.

21. AUDITORS

(a) Statutory Auditors

M/s. S.N. Dhawan & Co. LLP, Chartered Accountants
(ICAI Firm Registration No. 000050N/N500045)
retire as auditors of the Company at the ensuing
Annual General Meeting and seek reappointment
at the ensuing Annual General Meeting of the
Company. The Company has received a letter from
M/s. S.N. Dhawan & Co. LLP, Chartered Accountants,
expressing their willingness to be reappointed as
statutory auditors of the Company and further
confirmed that their reappointment, if made,
will be in compliance with provisions of Section
141(3) of the Companies Act, 2013. The Board on
the recommendation of Audit Committee has
proposed to appoint M/s. S.N. Dhawan & Co. LLP,
Chartered Accountants, as statutory auditors of the
Company for the period of five (5) years starting
from the conclusion of the ensuing Annual General
Meeting (AGM) and continuing until the conclusion
of the Fifty-Third (53^rd ) Annual General Meeting of
the Company, which is scheduled to be held in the
calendar year 2030.

Additionally, for the financial year 2025, there are no
observations (including any qualification, reservation,
adverse remark or disclaimer) of the Auditors in their
Audit Report that may call for any explanation from
the Directors. Further, the notes to accounts referred
to in the Auditor’s Report are self-explanatory.

During the year, the Auditor had not reported any
matter under Section 143 (12) of the Companies Act,
2013, therefore no detail is required to be disclosed
under Section 134(3) of the Companies Act, 2013.

(b) Secretarial Auditors

Pursuant to the recent amendments under the
SEBI (LODR) Regulations, 2015, the Company has
received a letter from M/s BLAK & Co., Company
Secretaries (PR No. 1844/2022), expressing their
willingness to be appointed as the Secretarial Auditor
of the Company. They have further confirmed that
their appointment, if made, will comply with the
provisions of Regulation 24A(1A) of the SEBI (LODR)
Regulations, 2015.

The Board on the recommendation of Audit
Committee has proposed the appointment of M/s
BLAK & Co., Company Secretaries, as the Secretarial
Auditor of the Company for a period of five (5) years
from financial year 2026 to financial year 2030.

Additionally, for the financial year 2025, the
Secretarial Audit Report is annexed as Annexure - B
to this report. The Secretarial Auditor has not made
any qualifications, reservations, or adverse remarks
in the report. Furthermore, during the year, the
Auditor did not report any matters under Section
143(12) of the Companies Act, 2013. Therefore, no
disclosures are required under Section 134(3) of the
Companies Act, 2013.

(c) Cost Auditors

Mr. Jayant B. Galande, Cost Accountants were
appointed as Cost Auditors of the Company for
the Financial Year 2025. In accordance with the
provisions of Section 148 of the Companies Act,
2013 read with the Companies (Audit and Auditors)
Rules, 2014, since the remuneration payable to
the Cost Auditors is required to be ratified by the
shareholders, the Board recommends the same for
approval by shareholders at the ensuing AGM.

In terms of the Section 148 of the Companies Act,
2013 (‘the Act’) read with Rule 8 of the Companies
(Accounts) Rules, 2014, it is stated that the cost
accounts and records are made and maintained
by the Company as specified by the Central
Government under sub-section (1) of Section 148
of the Companies Act, 2013.

During the year, the Auditor had not reported any
matter under Section 143 (12) of the Companies Act,
2013, therefore no detail is required to be disclosed
under Section 134(3) of the Companies Act, 2013.

22. RELATED PARTY TRANSACTION

With reference to Section 134(3) (h) of the Companies
Act, 2013, all contracts and arrangements with
related parties under Section 188(1) of the
Companies Act, 2013, entered into by the Company
during the Financial Year, were in the ordinary course

of business and on an arm’s length basis. The details
of the related party transactions as required under
Indian Accounting Standard are set out in Note 44
to the standalone financial statements forming part
of this Annual Report.

As per the Listing Regulations, all related party
transactions are placed before the Audit Committee
for approval. Prior omnibus approval of the Audit
Committee has been obtained for the transactions
which are of unforeseen and repetitive nature. The
transactions entered into pursuant to the omnibus
approval are presented to the Audit Committee
by way of a statement giving details of all related
party transactions. The Company has developed a
Related Party Transactions Policy for the purpose of
identification and monitoring of such transactions
and can be accessed on the Company’s website at
https://www.cosmofirst.com/investors/policies-and-
code-of-conduct.

No Material Related Party Transactions (i.e. one
thousand crore or ten per cent of the annual
consolidated turnover of the listed entity as per the
last audited financial statements, whichever is lower)
were entered during the year by your Company
except the sale to its wholly owned subsidiary- Cosmo
Films Inc. As per Listing Regulations, transactions
entered into between a holding company and
its wholly owned subsidiary whose accounts are
consolidated with such holding company and placed
before the shareholders at the general meeting for
approval are exempt from obtaining shareholders’
approval. Therefore, the disclosure of the Related
Party Transactions as required under Section
134(3(h) of the Act in Form AOC-2 is not applicable
to the Company for FY25 and, hence, the same is not
required to be provided.

23. MANAGEMENT’S DISCUSSION AND
ANALYSIS REPORT

Pursuant to regulations 34 of the Listing Regulations,
Management’s Discussion and Analysis Report for
the year is presented in a separate section forming
part of the Annual Report.

24. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

Pursuant to regulations 34 of the Listing Regulations,
Business Responsibility and Sustainability Report for
the year is presented in a separate section forming
part of the Annual Report.

25. DEPOSITS

The Company has not accepted deposit from
the public within the ambit of Section 73 of
the Companies Act, 2013 and the Companies
(Acceptance of Deposits) Rules, 2014.

26. ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO

The details of energy conservation, technology
absorption and foreign exchange earnings and outgo
as required under Section 134(3) of the Companies
Act, 2013, read with the Rule 8 of Companies
(Accounts of Companies) Rules, 2014 is annexed
herewith as Annexure - C to this report.

27. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The Company have duly complied with the provision
of Section 186 of the Companies Act, 2013 during the
year under review. The details of loans, guarantees
and investments are covered in the notes to the
Financial Statements.

28. PROCEEDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016

The Company has not filed any application and no
proceeding is pending against the Company under
the Insolvency and Bankruptcy Code, 2016, during
the year under review.

29. DIFFERENCE IN VALUATION DONE AT THE
TIME OF ONE-TIME SETTLEMENT AND
THE VALUATION DONE WHILE TAKING
LOAN FROM THE BANKS/ FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS
THEREOF

The Company has not made any one-time settlement
with the banks or financial institutions, therefore, the
same is not applicable.

30. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS

During the year under review, no significant / material
orders were passed by the regulators or the Courts
or the Tribunals impacting the going concern status
and the Company’s operations in future.

31. CHANGE IN NATURE OF BUSINESS, IF ANY

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

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

There were no other material changes / commitments
affecting the financial position of the Company or
that may require disclosure, between 31^st March
2025 and the date of Board’s Report.

33. LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual
Listing Fees for the year Financial Year 2025 to the
NSE and the BSE where the Company’s equity shares
are listed.

34. ANNUAL RETURN

Pursuant to the provisions of section 92(3) of the
Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014, the
Annual Return of the Company is available on the
website of the Company at the link: https://www.
cosmofirst.com/investors/notifications-notices.

35. INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)

Details of Unclaimed Dividend and Shares transferred
to IEPF during Financial Year 2024-25 are given in
Corporate Governance Report.

The auditors had reported delay of 19 days in transfer
of unpaid dividend for FY 2016-17 to IEPF Account.
The delay was caused due to reasons beyond the
control of the Company.

36. CORPORATE SOCIAL RESPONSIBILITY
EDUCATION TO 68,000 STUDENTS

Computer Literacy Program

Covers students from class I to XII
every year

Cosmo Gyan Vihar Kendra

I ABC Identifies, enroll and grade from Class
I to VII every year to strengthen their
reading & writing skills.

Basic Learning

Implementation in primary schools

As a socially responsible Company, Cosmo is
committed to increasing its Corporate Social
Responsibility (CSR) impact with an aim of playing
a bigger role in sustainable development of our
society. In pursuit of this objective, a Corporate Social
Responsibility (CSR) Committee had been formed
by the Company which oversees and facilitates
deliberation on the social and environmental
consequences of each of the decisions made by
the Board.

The Company has in place a Corporate Social
Responsibility Policy pursuant to the provisions of
Section 135 of the Companies Act, 2013 read with
the Companies (Corporate Social Responsibility
Policy) Rules, 2014.

The initiatives undertaken by your Company during
the year have been detailed in CSR Section of this
Annual Report. The Annual Report on CSR activities
in accordance with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, is set out herewith
as Annexure - D to this Report.

37. PROMOTION OF WOMEN’S WELL BEING AT
WORK PLACE

Cosmo First 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 the
Rules thereunder for prevention and redressal of
complaints of sexual harassment at workplace. The
Company has complied with provisions relating to
the constitution of Internal Complaints Committee
under the said act. The details related to Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 forms a part of
Corporate Governance Report.

38. PARTICULARS OF EMPLOYEES AND
RELATED DISCLOSURES

The information required pursuant to Section
197(12) of the Companies Act, 2013 read with Rule
5(1) of Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is also enclosed
as Annexure - E to this Report.

The information pursuant to Section 197(12) of the
Companies Act, 2013 read with Rule 5(2) & 5(3) of
the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 pertaining
to the top ten employees in terms of remuneration
drawn and their other particulars also form part of
this report. However, the report and the accounts
are being sent to the members excluding the
aforesaid annexure. In terms of Section 136 of the
Companies Act, 2013, the said annexure is open for
inspection at the Registered Office of the Company.
Any shareholder interested in obtaining a copy of the
same may write to the Company Secretary.

39. EMPLOYEE STOCK OPTIONS

The Company has an Employee Stock Option Plan for
the Employees of the Company and its Subsidiaries
named as Cosmo Films Shares Based Employee
Benefit Scheme, 2021 (“CF SBEB Scheme”). The Plan
is in compliance with the SEBI (Share Based Employee
Benefits) Regulations 2014 and is administered by
the HR, Nomination and Remuneration Committee
of the Board constituted by the Company pursuant
to the provision of Section 178 of the Companies Act,
2013 and Listing Regulations.

The details of the CF SBEB Scheme form part of the
Notes to accounts of the Financial Statements in this
Annual Report and also available on our website at
www.cosmofirst.com.

40. DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to the section 134 (5) of the Companies
Act, 2013, the Board of Directors, to the best
of knowledge and belief and according to the
information and explanations obtained by them,
hereby confirm that:

I. In preparation of the annual accounts,
applicable accounting standards have been
followed along with proper explanation relating
to material departures.

II. Accounting policies selected were applied
consistently. Reasonable and prudent
judgments and estimates are made so as to
give a true and fair view of the state of affairs of
the Company as of 31^st March 2025 and of the
profits of the Company for the year ended on
that date.

III. Proper and sufficient care has been taken
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 annual accounts of the Company have been
prepared on a going concern basis.

V. Proper Internal Financial Controls were in place
and that the Financial Controls were adequate
and were operating effectively.

VI. Systems to ensure compliance with the
provisions of all applicable laws were in place
and were adequate and operating effectively.

42. SECRETARIAL STANDARDS

During the Financial year 2025, the Company has
complied with applicable Secretarial Standards
issued by the Institute of the Company Secretaries
of India.

43. CAUTIONARY STATEMENT

This report will include ‘Forward-Looking Statements,’
such as statements about the implementation
of strategic plans and other statements about
Cosmo First’s potential business developments
and financial results. While these statements
reflect the Company’s current assessments and
future expectations, several risks, uncertainties, and
unknown factors could cause actual results to differ
significantly from those anticipated.

44. ACKNOWLEDGEMENT

Your Directors would also like to extend their
gratitude for the co-operation received from financial
institutions, the Government of India and regulatory
authorities, and the governments of the countries
we have operations in. The board places on record its
appreciation for the continued support received from
customers, vendors, retailers and business partners,
which is indispensable in the smooth functioning
of Cosmo. Your Directors also take this opportunity
to thank all investors and shareholders, and the
stock exchanges for their continued support. Your
Directors place on record their deep appreciation to
employees at all levels for their hard work, dedication
and commitment. Their contribution to the success
of this organization is immensely valuable.

For and on behalf of the Board of Directors

Date: 20^th May 2025 Ashok Jaipuria

Place: New Delhi Chairman