Cosmo First Ltd

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:

I) FLEXIBLE PACKAGING

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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 ecofriendly 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 monomaterial structures that are easily recyclable, helping customers reduce their carbon footprint.

II) SPECIALITY CHEMICALS

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

forecast period can be attributed to increasing demand for plastics, preference for aesthetically pleasing and functional plastic products, growth in packaging industry, automotive industry expansion, demand for masterbatch in electronic and electrical appliances. Major trends in the forecast period include innovations in masterbatch formulation and processing technologies, adoption of eco-friendly and biodegradable masterbatch formulations, customization and innovation, increased investment in research and development, advancements in plastics recycling.

Masterbatch Global Market Report 2025

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

India Master Batch Market size was valued at H 8K Crores. The substitution of metal with plastics across end- use industries such as automotive and transportation, building and construction, consumer goods, and packaging is anticipated to be a crucial factor for the increasing global market size in the forecast period.

ADHESIVES

The Global Adhesives Market size has grown strongly in recent years. It will grow from $ 93 billion in 2024 to $ 102 billion in 2025 at a compound annual growth rate (CAGR) of 9.8%. The adhesives market size is expected to see strong growth in the next few years. It will grow to $ 143 billion in 2029 at a compound annual growth rate (CAGR) of 8.7%.⁶ The growth in the forecast period can be attributed to demand from the automobile industry, increasing demand for adhesives from the building & construction industry, rapid urbanization, and rising demand from the packaging industry. Major trends in the forecast period include automation and instrumentation solutions, adopting 3D vision systems, investing in rapid curing of adhesives, implementing ebeam technology, focusing on developing innovative products, and considering adopting IoT technologies.

The India Adhesives Market size is estimated at 3 billion USD in 2024, and is expected to reach 4 billion USD by 2028, growing at a CAGR of 6.98% during the forecast period (2024-2028)⁷.

Adhesives Global Market Report 2025

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.

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.

Applications of Cosmo Sunshield

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

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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.

3. GROWTH

The Company has invested 1,180 crores in the last 3 years (including 502 crores in FY 25) in multiple growth projects including BOPP, CPP & Polyester lines, Metallizers, Coating lines, Window / PPF films, Zigly and Rigid Packaging. These investments will position the Company for significant revenue as well as profitability ramp up in the coming years. The Company is currently having five registered patents; twelve in pipeline- seven in India and five overseas.

Your Company has three state of the art manufacturing facilities spread in India with a total installed capacity of -

• 196,000 MT per annum of BOPP films (9 lines) Additional 81,200 MT expected to launch in Q1FY26,

• 26000 MT per annum of Thermal Lamination Films (7 lines),

• 40,000 MT per annum of Metalized Films (7 lines),

• 36,000 MT per annum of Coated Films (8 lines),

• 30, 000 MT per annum of CPP Films (3 lines),

• 7200 MT per annum of CSP Line (2line),

• 30,000 MT per annum of BOPET Line (1 line)

In Cosmo Speciality Chemicals, Company has installed capacity of 5000 MT per annum of Coating Chemicals, 10000 MT per annum of Masterbatches and 2500MT per annum of adhesives.

During the year under review, your Company incurred capital expenditure of H 502 Cr as compared to H 297.34 Cr for Financial Year 2024. The capital expenditure incurred during Financial Year 24-25 shall facilitate enhanced sale of speciality films & rigid packaging, sustainability initiatives and solar power as a source of energy.

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.

4. SUSTAINABILITY

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.

5. RESEARCH AND DEVELOPMENT (R&D)

Cosmo First?s dedicated R&D team plays a crucial role in keeping it ahead of the curve when it comes to product innovation. Comprising of more than 30 scientists and technologists from esteemed universities located worldwide, the team has a wealth of global experience in areas such as packaging, polymer engineering, biopolymers and renewable energy material. The Company will keep strengthening its R&D team and infrastructure to stay ahead of the curve by focusing on the sustainable product development.

The Company has outstanding track record of continuous investment in R&D infrastructure by keep adding new instruments and hiring of strong and skilled analytical team The Company has developed

Annual Report 2024-25

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

10. CORPORATE GOVERNANCE

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.

(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 NonExecutive 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

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.

(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.

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.

41. AWARDS & ACCOLADES

The Company has bagged:

• the "Fastest Growing Enterprise of the Year 2024" award at the Modern Plastics Award 2024

• the SIES SOP Star Award for Packaging Materials & Components for multiple products

• the prestigious Forbes Asia Best Under a billion Companies Awards 2023

• the IFCA Star Awards 2023 in the innovative category

• the "Most Enterprising Business Award" from the prestigious Entrepreneur Magazine

• the top 100 D2C retail businesses of the year for Petcare division Zigly by the Retailer Magazine

• ET Leadership Excellence Award to Mr. Pankaj Poddar for Excellence in the Manufacturing of Films and Chemicals

• the Top 10 Companies from India in the Forbes Asia Best Under A Billion 2022 list

• Ranked as one of India?s Fastest Growing Companies by BW Business World Magazine

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.