COSCO (India) Ltd

Dear Members,

Your Directors have pleasure in presenting the 45^th Board's Report, along with the Balance Sheet, the Statement of Profit and Loss, the Statement of Changes in Equity and the Statement of Cash Flows, for the financial year ended March 31^st, 2024.

FINANCIAL RESULTS

COMPANY'S PERFORMANCE AND STATE OF AFFAIRS FOR FINANCIAL YEAR 2023-24

The Revenue from Sale of Products for the current year ended 31.03.2024 was ' 17,626.38 Lakhs against previous year's sales of ' 15,222.24 Lakhs-registering growth in double digit of 15.79% over the previous year. The exports were higher at ' 544.92 Lakhs (Previous year ' 376.56 Lakhs) in F.O.B value terms an increase of about 44.71%. The Revenue from services for the current year amounted to ' 9.20 Lakhs (Previous year ' 5.64 Lakhs). Other Operating Income was ' 19.59 Lakhs (Previous Year ' 23.64 Lakhs) which includes Export Incentives viz. Duty Drawback ' 6.79 Lakhs (Previous Year ' 5.26 Lakhs).

According to the International Monetary Fund (IMF), the global growth decelerated to 3.20 % during 2023 from 3.50 percent during 2022. The baseline forecast is for the world economy to continue growing at 3.20 % during 2024 and 2025, at the same pace as in 2023. A slight acceleration for advanced economies—where growth is expected to rise from 1.60 % in 2023 to 1.70 % in 2024 and 1.80 % in 2025 will be offset by a modest slowdown in emerging market and developing economies from 4.30 % in 2023 to 4.20 % in both 2024 and 2025.

During FY 2023-24 the pace of economic activity was dragged down, inter alia, by restrictive monetary policy stances to tame inflation, protracted geopolitical tensions and sluggish recovery in China. The global environment continued to be challenged by the continuing war between Russia and Ukraine and the ongoing conflict between Israel and Gaza. The potential impact of climate change became increasingly evident, with economic losses due to extreme weather events. Global inflation fell to 6.80 % in 2023 from 8.70 % in 2022 on the back of easing commodity prices, favourable supply conditions and monetary tightening across major economies. Global inflation is forecast to decline steadily, from 6.80 % in 2023 to 5.90 % in 2024 and 4.50 % in 2025, with advanced economies returning to their inflation targets sooner than emerging market and developing economies. Core inflation is generally projected to decline more gradually.

The Indian economy exhibited resilience during 2023-24 amidst global uncertainty, with real GDP growth improving to 7.60 % from 7.0 % in 2022-23, supported by robust fixed investment. Despite the challenging global landscape during the year, India emerged as the fastest-growing major economy, driven by a robust push in capital formation with public investment leading the path. The large domestic consumption basket in the country also supported this growth, though overall, it showed signs of moderation from the earlier years. Government- led strategic reforms, substantial investments in physical and digital infrastructure, and initiatives like 'Make in India' and the Production-Linked Incentive (PLI) scheme bolstered the country's growth, resilience, and selfreliance. On the supply side, economic activity was supported by the improvement in the manufacturing sector's profitability which benefitted from lower input prices as well as the sustained momentum in services activity, offsetting the slowdown in the agricultural sector. Headline inflation moderated during 2023-24 into the tolerance band on the back of anti-inflationary monetary policy, active supply management measures, and corrections in global commodity prices. Core inflation exhibited a broad based disinflation and has moved below 4 % from December 2023. As headline inflation eases towards the target, it will spur consumption demand especially in rural areas.

The external sector's strength and buffers in the form of foreign exchange reserves will insulate domestic economic activity from global spillovers. Geopolitical tensions, geo-economic fragmentation, global financial market volatility, international commodity price movements and erratic weather developments pose down side risks to the growth outlook and upside risks to the inflation outlook. The Indian economy would also have to navigate the medium-term challenges posed by rapid adoption of AI/ML technologies and recurrent climate shocks. Even so, it is well placed to step-up its growth trajectory over the next decade in an environment of macroeconomic and financial stability so as to achieve its developmental aspirations by reaping its demographic dividend and exploiting its competitive advantages that have placed it as the fastest growing major economy of the world.

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

The objective of the Management is to build a sustainable organization that remains relevant to the agenda of our clients, while creating growth opportunities for our employees and generating profitable growth for our investors.

The management is optimistic about the better performance of the Company during the current year both in terms of sales and profitability and is confident that the Company will continue to be on the growth path in the subsequent years. The Company manufactures/source internationally at competitive prices quality products and develop/source new products on regular basis. The Company is expanding its product range of quality products and the marketing network in its endeavor to improve top line as well as net margins The Company has also initiated steps for production of some of substitutes under 'Aatma Nirbhar Bharat Abhiyan'. There is consistent demand of Sports goods and Health & Fitness goods from Individuals and Households. 'COSCO' is a leading brand in the Sports and Fitness segment in the domestic market. The Management is continuously taking effective steps to further boost 'COSCO' Brand Value, which will help in driving growth. .

The Net Worth of the Company as at 31.03.2024 was ' 4,980.67 Lakhs (Previous Year ' 4,655.53 Lakhs).

Status of Investments made in the erstwhile Subsidiary Company M/s Cosco Polymer Lanka (Private) Limited (CPLPL): As reported in earlier year(s), M/s Cosco Polymer Lanka (Private) Limited, has been scheduled in the

Revival of Underperforming Enterprises or Underutilized Assets Act, No 43 of 2011(of Sri Lanka). The Shares of the WOS are vested in Secretary to the Treasury of Government of Sri Lanka pursuant to acquisition by the Government under 'Revival of Under Performing Enterprises or Under Utilized Assets Act of Sri Lanka (Act No. 43 of 2011)'. Competent Authority appointed under the Act is controlling, administering and managing such Enterprises/Units/Assets. The Act (of Sri Lanka), provides for payment of compensation to the Shareholders. The Compensation Tribunal vide its letter Ref: Com T/01/27 dated 08.12.2015, has allowed compensation of LKR 480 lakhs (Equivalent INR 133.20* lakhs) and after deducting LKR 16.74 lakhs ( due for Board of Investment (BOI ) of Sri Lanka as at the date of vesting, the net compensation payable is LKR 463.26 lakhs (Equivalent INR 128.55* lakhs) . The amount is yet to be released and the same shall be credited to Liquidator, since Cosco Polymer Lanka (Private) Ltd. has been ordered to be wound up by the Hon'ble High Court of the Western Province, (Exercising Civil Jurisdiction in Colombo (Sri Lanka)- Case Ref. No. HC (Civil) 40/2013(CO). The management does not expect any net realisable value of its investment in the erstwhile subsidiary. However realisation, if any, shall be accounted for in the year of actual receipt.

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

* Exchange rate as on 31.03.2024: 1 LKR = INR 0.2775

DIVIDEND

Board does not recommend any dividend for Financial Year 2023-24 to consolidate financial position of the Company.

TRANSFERS TO RESERVES

The opening balance of General Reserve is ' 1,125.17 Lakhs and same is retained as on 31.03.2024. The Board of Directors of your Company, has decided not to transfer any amount to the Reserves for the year under review. The balance in Retained earnings ' 3109.41 Lakhs (Previous year ' 2788.62 Lakhs) includes Current year's Net Profit from continuing operations ' 320.79 Lakhs (Previous year ' 68.05 Lakhs).

DIRECTORS' RESPONSIBILITY STATEMENT

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

i. in the preparation of the annual accounts for the year ended 31^st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and of the profit of the Company for the year ended on that date;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company's internal financial controls were adequate and reasonably effective during FY 2023-2024 and shall take needful effective steps/corrective measures in some areas, which need improvement as reported by the Auditors.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act and the Articles of Association of the Company, Mr. Arun Jain (DIN: 01054316) Director of the Company retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. Based on performance evaluation and recommendation of the Nomination and Remuneration Committee, Board recommends his reappointment.

Shri Devinder Kumar Jain (DIN:00191539) Managing Director & CEO and Shri Narinder Kumar Jain (DIN: 00195619) as Managing Director of the Company had been reappointed in the 42^nd Annual General Meeting held on 30^th September, 2021 for a term of 3 years w.e.f 16^th March, 2022 till 15^th March, 2025. Their term of reappointment will expire on 15^th March, 2025.

Based on the recommendation of the Nomination and Remuneration Committee of the Company and being satisfied on the performance evaluation, considering the role played by them and to reap the benefits of their rich and varied experience, the Board at its Meeting held on 30^th May 2024 has recommended the re-appointment of Shri Devinder Kumar Jain (DIN:00191539) and Shri Narinder Kumar Jain (DIN:00195619) as Managing Directors of the Company for further period of 3 years w.e.f 16^th March, 2025 to 15^th March, 2028 upon the remuneration, terms and conditions as set out in the notice of the ensuing Annual General Meeting and same is approved by the Nomination and Remuneration Committee as per the provisions of the Companies Act, 2013 and Schedule V of the Companies Act, 2013 and Rules framed thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any statutory modification(s) or re-enactment(s) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the time being in force, and in accordance with the Articles of Association of the Company.

The Resolutions seeking approval of the members by way of Special Resolution(s) for the re-appointment of Shri Devinder Kumar Jain and Shri Narinder Kumar Jain have been incorporated in the notice of the forthcoming Annual General Meeting of the Company along with the brief details about them.

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

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

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

Ms. Tejal Jain (DIN: 09219682) Independent Director, completed her 1^st term of appointment on 30^th September 2022 and Reappointed for 2^nd term as Independent Director of Cosco (India) Limited w.e.f 01.10.2022 with the approval of members in the 43^rd Annual General Meeting held on 30.09.2022.

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

Independent Director(s), Mr. Vineet Bhutani (DIN:02033791 ), Mr. Gautam Macker (DIN:00542563), Mr. Vivek Sharma (DIN:00278406), Mr. Anurag Gupta (DIN:00701005), Mr. Sudhir Kalra (DIN:09704840) and Ms. Tejal Jain (DiN:09219682) shall hold office w.e.f. 1^st October, 2022 for a period of five consecutive years till 30^th September, 2027 and shall not be liable to retire by rotation.

Pursuant to the provisions of section 203 of the Companies Act, 2013, the key managerial personnel of the Company are:-

-Shri Devinder Kumar Jain (DIN: 00191539) - Managing Director and Chief Executive Officer of the company and Shri Narinder Kumar Jain (DIN: 00195619) - Managing Director of the Company, who were reappointed for a period Three (3) years with effect from 16^th March 2022 till 15^th March 2025 in the Annual General Meeting held on 30^th September, 2021.

-Mr. Pankaj Jain (DIN:00190414) - Whole Time Director and CFO of the Company resigned as CFO w.e.f 23.05.2023 to focus on other areas. He shall continues to holds office as Whole Time Director of the Company -Mr. Arun Jain (DIN:01054316)-Whole Time Director, appointed as CFO of the Company w.e.f 30.05.2023 based on the recommendation and approval of the Nomination and Remuneration Committee, Audit Committee and the Board.

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

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

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

None of the Director of the Company are disqualified from being appointed as Directors as specified under Section 164(1) and 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force) or are debarred or disqualified by the Securities and Exchange Board of India ("SEBI"), Ministry of Corporate Affairs ("MCA") or any other such statutory authority and they have given their consent in writing to act as Director(s).

MEETINGS OF THE BOARD

During the year 2023-2024, Five (5) Board Meetings and Five (5) Audit Committee Meetings were held. In accordance with requirement, other committee meetings were held from time to time and one separate meeting of Independent Directors was also held. Relevant details of the meetings are given in the Corporate Governance Report, which form part of this report. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on meetings of the Board of Directors and General Meetings;

BOARD EVALUATION

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

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

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

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

The Board also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The above evaluations were then discussed in the Board Meeting and performance evaluation of Independent directors was done by the entire Board, excluding the Independent Director being evaluated.

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

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

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

Selection and procedure for nomination and appointment of Directors

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

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

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

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

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

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

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control systems inter alia including system of internal financial controls, commensurate with the size and scale of its business operations. The system of internal financial control strives to ensure that all transactions are evaluated, authorized, recorded and reported accurately and that all assets are safeguarded and protected against losses that may arise from unauthorized use or disposition. Based on the framework of internal financial controls and compliance systems put in place by the Company, and the reviews performed by management and the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2023-24. The company will further strengthen its Internal Financial Controls in areas observed by the Auditors.

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

AUDITORS

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

INDEPENDENT AUDITORS' REPORT

The Auditors' Report do not contain any qualifications or adverse remarks.

We have taken note of the Auditors' observations w.r.t. the Internal Audit System of the company (Refer Annexure B to the Auditors' Report - Sub clause (xiv) of Companies Auditors Report Order , 2020), which as per the Auditors needs to be substantially strengthened considering the size and the nature of its business in terms of scope, coverage and compliance thereof and that the internal audit reports for the year under audit, issued to the Company close to the signing of their reports could not be considered in determining the nature, timing and extent of their audit procedures, which observation was also made by the Auditors in their last year report. In this regard, as explained last year, the management is of the view that the Internal Audit System is reasonably effective having regard to the medium scale (MSME) category of the company and since all significant transactions and day to day operations are monitored, controlled, authorized and managed by the top management. The Management of the company, in consultation with the Auditors, will endeavor to further strengthen the internal audit in terms of scope, coverage and compliance thereof as may be specifically advised/desired by the Auditors and considered necessary by the Management. Further the Internal Audit is continuous process and invariably quarterly Internal Audit reports are issued to the Company by the Internal Auditors. The Internal Audit Report(s) for the last 2 quarters ended 31.12.2023 & 31.03.2024 were issued on 17.05.2024 by the Internal Auditors before the signing of the Independent Auditors Report. The Internal Audit Reports for earlier quarters ended till 30.09.2023 were issued well before the date of signing of the statutory audit report. However, the Management shall endeavor to get the Internal Audit completed well in advance.

We have also taken note of the observations, of the Auditors reported in their Report on the Internal Financial Controls inter-alia including those reported last year also, for further strengthening of certain areas of Internal Financial Controls viz. Purchases: Rates/ prices negotiated by the top management. Negotiations are not fully documented;

Inventory : The controls regarding physical verification of work in progress needs to strengthened and verification should be done by stopping the operations. The inventories should be monitored closely to keep inventories at reasonable levels to improve Inventory Turnover Ratio. Excess inventory should be ascertained periodically and got liquidated strategically at the earliest. Similarly, slow moving / non-moving stocks should be liquidated promptly at periodical intervals;

Trade Receivables: More proactive actions required to effectuate recovery of Old Receivables -more specifically which are outstanding for more than one year. Also, where there are inordinate delays in payments, such customers should be monitored selectively and effectively through MIS. Invariably some customers avail extended credit - Credit discipline need to be enforced in these cases. ;

Fixed Assets Physical verification: needs improvement to see all items of PPE are physically verified in phase of 3 years;

Expenditure Budgeting having regard to sales forecast, production and procurement plan;

Volume of Expense through petty cash: needs to be reduced to the extent possible;

Timely recording of Transactions involving TDS/TCS provisions and obtention of declaration from clearing Agents for non-applicability of TDS provisions.

The Company's Management is of the view that most of the Internal Financial Controls are reasonably effective as stated in our last year's Board Report, However, the management is taking more effective steps in continuity to further strengthen the Internal Financial Controls in respect of all these areas, inter-alia Purchase: Timely and proper documentation of finalized/negotiated price for purchase; The strengthening of controls regarding physical verification of WIP suggested to be done by stopping operations -presently being done at year end; Monitoring of Inventories to keep inventories at reasonable levels to improve Inventory Turnover Ratio-being monitored regularly on monthly basis by top Management; More efforts are being made and steps taken to liquidate the slow or non-moving stocks periodically; Trade Receivables-These are being monitored closely by senior executives and top management, recovery of old receivables is being pursued, credit discipline is being enforced more proactively, And steps have been taken for taking confirmations periodically from trade receivables and well before approval of financial statements; Fixed Assets Physical -most of the items of PPE are physically verified in phase of 3 years; Volume of Expenses through petty Cash, which are being incurred due to business exigencies, shall be reduced to the extent possible; TDS and TCS:Timely recording and obtaining Necessary confirmations from concerned shipping agents/parties are being pursued. Most of these Auditors observations were reported last year also and dealt with in the last year Directors Report. Remedial actions and steps are being taken to further strengthen the Internal Financial Controls in respect of these areas to the extent feasible.

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

SECRETARIAL AUDITORS' REPORT

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

INTERNAL AUDITORS

M/s PARM & Associates LLP, Chartered Accountants perform the duties of Internal Auditors of the Company and their report is reviewed by the audit committee from time to time.

COST AUDITORS

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

AUDIT COMMITTEE

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

NOMINATION AND REMUNERATION COMMITTEE

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

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

CORPORATE SOCIAL RESPONSIBILITY

The provisions of section 135 of the Companies Act, 2013 are not applicable to our company for the year ended 31.03.2024.

RISK MANAGEMENT POLICY

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

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

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

TRANSACTIONS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during the FY 2023-24 with related parties were on an arm's length basis and approved by the Audit Committee. Transactions, which were repetitive in nature, were approved through omnibus route.

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

Therefore the disclosure of the Related Party Transactions as required under Section 134(3)(h) of the Act in AOC-2 is not applicable to the Company for FY 2023-24 and, hence, the same is not required to be provided. The details of RPTs during FY 2023-24, including transaction with person or entity belonging to the promoter/ promoter group which hold(s) 10% or more shareholding in the Company are provided in the accompanying financial statements.

During the FY 2023-24, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees for attending Board Meeting and reimbursement of expenses, as applicable.

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

https://www.cosco.in/uploads/investors/revised policy on materiality of related party transaction 164906 8668.pdf

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

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2023-24 and the date of this Report.

CHANGE IN THE NATURE OF BUSINESS

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

ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2023-24 is available on Company's website at; https://www.cosco.in/uploads/investors/annual return 31 03 2024 1723445431.pdf

SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES

Your Company does not have any subsidiary/joint venture/associate company within the meaning of the Companies Act, 2013.

INDEPENDENT DIRECTORS

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

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

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

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

MANAGERIAL REMUNERATION & PARTICULARS OF EMPLOYEES

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

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial Year

b. The percentage increase in Remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year:

c. The percentage increase in the median remuneration of employees in the Financial Year : 8.90 %

d. The number of permanent employees on the rolls of the Company: 457

e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the Managerial remuneration:- Average percentile increase made in the employees remuneration other than Managerial Personnel in the last FY 2023-24 was approximately 4.18% to 25 % compared to the percentile increase of 9.38% to 9.64% in the remuneration of Managerial Personnel.

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

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

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

Top Ten Employees in terms of Remuneration Drawn

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

DISCLOSURE REQUIREMENTS

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

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

https://www.cosco.in/uploads/investors/familiarisation programme to independent directors fy 2023 24 1 713517357.pdf

Policy on dealing with related party transactions is available on the website of the Company. https://www.cosco.in/uploads/investors/revised policy on materiality of related party transaction 164906 8668.pdf

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

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

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

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

Unclaimed Dividends

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

In terms of applicable provisions of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), during the FY 2022-2023, unclaimed dividend amounting to ' 76,248 was transferred by the Company to the Investor Education and Protection Fund ("IEPF"), established by the Government of India.

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

VIGIL MECHANISM/WHISTLE BLOWER POLICY

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

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

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

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder.

There was no complaint received from any employee during the financial year 2023-24 and hence, no complaint is outstanding as on March 31st, 2024 for redressal.

DEPOSITS FROM PUBLIC

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

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

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

DEMATERIALISATION OF SHARES

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

LISTING

Your Company is listed with Stock Exchanges at Mumbai and Delhi. Annual Listing fee for the Financial Year 2023-24 and 2024 - 2025 paid to BSE Limited. No fees paid to Delhi Stock Exchange Limited since DSE is non functional.

CORPORATE GOVERNANCE

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

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

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

INDUSTRIAL RELATIONS

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

ACKNOWLEDGEMENTS

The Board of Directors places on record their sincere gratitude and appreciation for all the employees of the Company. Our consistent growth has been possible through their hard work, solidarity, cooperation, and dedication during the year.

The Directors acknowledge with thanks the continuous support and co-operation received from Bankers, Statutory and Internal Auditors, Customers, Suppliers, Dealers, Government Authorities and Regulators and all other business associates.

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