Cosmic CRF Ltd

Dear Shareholders,

Your Directors have pleasure in presenting their 3^rd Annual Report on the business and operations of the Company together with the Audited Financial Statements for the Financial Year ended March 31, 2024.

1. FINANCIAL HIGHLIGHTS:

The performance of the Company for the Financial Year 2023-24 is summarized below:

2. PERFORMANCE, RESULT OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS:

The Company has earned a Net Profit of ' 1,275.49 lakhs during the current Financial Year (Previous Year ' 641.19 lakhs). Other financial details can be ascertained from the Audited Financial Statements.

3. AMOUNT TRANSFERED TO RESERVES:

The Company has not transferred any amount to any specific reserve fund during the Financial Year under review.

4. ANNUAL RETURN:

In terms of Section 92(3) of the Companies Act, 2013, and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company- https://cosmiccrf.com.

5. DIVIDEND:

The Board has not recommended any Dividend for the Financial Year 2023-2024 to improve liquidity and meet part of the Company's working capital requirements.

6. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

The Company is engaged in the business of manufacturing Cold Rolled Forming (CRF) products, including Railway Wagon Parts and Components, Sheet Piles, and Structures used in infrastructure. There has been no change in the Nature of the Company's Business during the reported Financial Year 2023-2024.

7. UTILIZATION OF FUNDS RAISED THROUGH IPO:

During the year, the Company made usage of funds amounting to ' 5,721.08 Lakhs raised through Initial Public Offering (IPO). As mentioned in prospectus one of the objects of raising funds was expansion of existing manufacturing unit. The said Project is under implementation and scheduled to be completed by June 2024 as mentioned in the prospectus. Out of total allocation of '3,000 Lakhs, '2,219.39 Lakhs have been utilized till the end of Financial Year 2023-2024 and the remaining amount of '780.61 Lakhs have been kept in bank account for meeting above mentioned capital expenditure.

Further, out of total allocation of '1,000 Lakhs for funding working capital requirements of the Company, entire '1,000 Lakhs have been utilized.

Moreover, out of total allocation of '1,100 Lakhs for Prepayment or repayment of all or a portion of certain unsecured loans availed by our Company, entire '1,100 Lakhs have been utilized. Out of total allocation of '621.08 Lakhs for general corporate purpose, entire amount has been properly utilized.

8. CHANGES IN SHARE CAPITAL:

There has been a change in Capital Structure during the year under review. A break up of the same is given as under:

9. DETAILS OF INITIAL PUBLIC OFFER (IPO):

The Company has issued 18,22,000 Equity Shares of ' 10/- each at a Premium of ' 304/- each aggregating to ' 57,21,08,000/- through Initial Public Offer.

The Equity Shares of Cosmic CRF Limited have been listed on Bombay Stock Exchange with effect from June 30, 2023, in the SME segment.

10. DETAILS OF PREFERENTIAL ISSUE OF EQUITY SHARES:

The Company has issued 12,76,000 Equity Shares of ' 10/- each at a Premium ' 656/- each aggregating to '84,98,16,000/- to 15 allottees under Non-Promoters Category on a preferential basis.

The Company proposed to raise an amount aggregating up to ' 84,98,16,000/- through the Preferential Issue. The proceeds of the Preferential Issue shall be utilized for prepayment of borrowings of the Company, working capital requirement, meeting future funding requirements and other general corporate purposes of the Company. The Company also has a target for acquisition of companies for inorganic growth, diversification and expansion of the existing business on a mass scale. The Company can also meet its long-term goals after raising funds.

Out of the total funds raised of ' 8,498.16 Lakhs, ' 2,417.61 Lakhs funds have been utilized for above mentioned purposes including acquisition of a company for inorganic growth. The unutilized balance of '6,080.55 Lakhs has been kept in the bank account for acquisition of more companies for inorganic growth and other above-mentioned purposes.

11. DEPOSITS:

During the year, Company has not accepted or renewed any public deposits from the public in terms of the directives issued by the Reserve Bank of India and the provisions of Section 73 to 76 or any other relevant provisions of the Companies Act, 2013, and the rules made thereunder hence information regarding outstanding deposits is not required.

12. DEMATERIALISATION OF SHARES:

As on 31^st March, 2024, all Equity Shares of the Company are held in dematerialized form except for the 100 Physical Shares. The breakup of the Equity Shares held in dematerialized and physical form as on 31^st March, 2024, is as follows:

The Company ISIN No. is INE0ORA01015, and Registrar and Share Transfer Agent is M/s. MAS Services Limited, New Delhi.

13. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There have been no material changes and commitments, if any affecting the financia! position of the Company which have been occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of report.

14. DETAILS OF SUBSIDIARIES / JOINT VENTURES / ASSOCIATE COMPANIES:

As on March 31, 2024, your Company does not have any Subsidiary, Joint Ventures and Associate Companies. Hence submission of details in Form AOC-1 is not applicable to the Company.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All Related Party Transactions that were entered into during the Financial Year 2023-24 were on Arm's Length Basis and were in the Ordinary Course of business. There were no materially significant Related Party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as "Annexure I" to the Board report.

16. DETAILS OF CHANGES IN DIRECTORS OR KEY MANAGERIAL PERSONNEL:

The Board is properly constituted as per the provisions of the Companies Act, 2013.

The following changes have been made in the composition of the Board of Directors and Key Managerial Personnel during the Financial Year under review:

Mr. Aditya Vikram Birla (DIN: 06613927) retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment in accordance with the provisions of Section 152(6) and other applicable provisions of the Companies Act, 2013.

Mr. Binod Kumar Khaitan (DIN: 01713323), was appointed as the Independent Director of the Company with effect from 21^st April, 2023.

Mr. Ashok Barnwal (DIN: 01580287), was appointed as the Independent Director of the Company with effect from 21^st April, 2023.

Mrs. Anita Kumari Gupta (PAN: BANPG6539E) ceased to hold office as Company Secretary cum Compliance Officer of the Company with effect from 11^th February, 2024.

Ms. Trupti Upadhyay (PAN: ABZPU0139L) was appointed as the Company Secretary of the Company with effect from 12^th February, 2024.

(I) Particulars with respect to Conservation of Energy:

a. Steps taken or impact on Conservation of energy-

The power consumption of the Company as a percentage of the total turnover comes to negligible percent. The efforts of the Company are aimed to minimize energy consumption in spite of the rapid increase in operations of the Company.

b. Steps taken for utilising alternate sources of energy-

As the energy consumption to total turnover is very minimal, use of alternate source of energy is presently not required. During the year, the Company reported a rise in renewal energy use and reduction in specific energy consumption v/s production.

c. Capital investment on energy conservation equipment-

As the energy consumption to total turnover is very minimal, investment in Energy Conservation Equipment is presently not required.

(II) Particulars with respect to Technology Absorption:

a. Efforts made-

The Company has always been aware of the latest technological developments and adapted them to make products more cost effective and to attain high levels of quality.

b. Benefits derived-

The benefits derived by the Company for such adaptation have been evident in reducing cost, improving packaging, upgrading existing products and developing new products. Thus, it helped the Company to satisfy consumer needs and business requirements.

c. Imported technology-

Technology imported: None

Year of import: Not applicable

Has technology been fully absorbed: Not applicable

d. Research & Development-

The Company is planning to have R&D unit in near future currently there is no expenditure were incurred by the Company on the same.

(III) Foreign Exchange Earnings and Outgo:

During the Financial Year 2023-2024, particulars regarding Foreign Exchange Earnings and Outgo, as required by the Companies (Accounts) Rules, 2014 are as follows:

18. CORPORATE SOCIAL RESPONSIBILITY:

During the Financial Year ended 31^st March, 2024, the Company incurred CSR Expenditure of ' 8.66 Lakhs. The CSR initiatives of the Company were under the thrust area of promoting health care including preventive care, setting up old age homes, day care centers and other facilities for senior citizens. The CSR Policy of the Company is available on the website of the Company under the heading "Codes & Policies" at https://cosmiccrf.com.

The Company's CSR statement and report on the CSR activities undertaken during the Financial Year ended 31^st March, 2024, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out in Annexure- II to this report.

19. PARTICULARS OF EMPLOYEES:

As required under the provisions of Companies Act, 2013, and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, particulars of employees and related disclosures part of this Annual report as "Annexure -III".

A. MEETINGS OF THE BOARD:

During the year under review, 17 (Seventeen) Board Meetings were held and details are given as under:

The maximum time gap between any two board meetings was less than 120 days as stipulated under the Companies Act, 2013.

NUMBER OF MEETINGS OF THE SHAREHOLDERS

21. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

As stipulated by the Code of Independent Directors under the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, a Separate Meeting of the Independent Directors of the Company was held on March 04, 2024, to review the performance of Non-Independent Directors (including the Chairman) and the Board as whole.

The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties. 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.

Based on the declarations received from the Independent Directors, the Board is of the opinion that the Independent Directors fulfil the conditions specified under the Act and the Regulations and are independent of the management.

22. DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors, as referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Board of Directors to the best of their knowledge hereby state that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed in the preparation of the Annual Financial Statements for the year ended 31^st March, 2024, along with proper explanation relating to material departures;

(b) 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 at the end of the Financial Year 31^st March, 2024, and of the profit and loss of the Company for that period;

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Annual Accounts for the Financial Year ended 31^st March, 2024, have been prepared on a going concern basis;

(e) 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.

23. DECLARATION BY INDEPENDENT DIRECTORS:

All independent directors have, at the first meeting of the Board, furnished declarations in accordance with the provisions of Section 149(7) of the Companies Act, 2013, regarding meeting the criteria of independence laid down under Section 149(6) of the Companies Act, 2013, and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

24. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178 :

Pursuant to provisions of Section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee carried out evaluation of every director's performance and the Board has carried out formal annual evaluation of its own performance and that of its Committees and individual directors has been made. Further, the evaluation of the independent directors was carried out by the entire Board, excluding the director being evaluated.

The directors were satisfied with the evaluation results, which reflect the overall engagement of the Board and its Committees and on the basis of the report of the said evaluation, the present term of appointment of independent directors shall be continued with the Company.

25. COMPOSITION OF THE BOARD:

The Board consisted of following members: -

26. COMMITTEES OF THE BOARD:

The Board of Directors has constituted following Committees and their details are hereunder:

A. AUDIT COMMITTEE

As per provision of Section 177 and other applicable provisions of Companies Act, 2013, read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Board has constituted Audit Committee.

The detailed composition of the members of the Audit Committee at present is given below:

B. NOMINATION AND REMUNERATION COMMITTEE

As per the provision of Section 178, Schedule V and other applicable provisions of Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Board has constituted Nomination and Remuneration Committee.

The detailed composition of the members of the Nomination and Remuneration Committee at present is given below:

C. STAKEHOLDER RELATIONSHIP COMMITTEE

As per provision of Section 178 sub-section (5) and other applicable provisions of Companies Act, 2013, read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Board has constituted Stakeholder Relationship Committee.

The detailed composition of the members of the Stakeholder Relationship Committee at present is given below:

D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As per provisi?n of Section 135 sub-section (1) and other applicable provisions of Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board has constituted Corporate Social Responsibility Committee of Directors inter-alia, to oversees the Corporate Social Responsibility (CSR) and other related matters as referred by the Board of Directors and discharges the roles as prescribed under Section 135 of the Companies Act, 2013.

The detailed composition of the members of the Corporate Social Responsibility Committee at present is given below:

M/S. GARV & Associates, Chartered Accountants (FRN No. 301094E), the Statutory Auditors of the Company, will hold office till the conclusion of the Annual General Meeting for a term of five consecutive years from Financial Year 2021-2022 to Financial Year 2026-2027.

The Company has received a consent from the Statutory Auditors in accordance with the provisions of Section 141 of the Act. Further, the notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

There is no qualification, reservation, adverse remark or disclaimer by the auditors in their report.

B. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/S. M SHAHNAWAZ & ASSOCIATES, Practicing Company Secretaries (Firm Reg. No: S2015WB331500), to undertake the Secretarial Audit of the Company for the Financial Year 20232024. The Secretarial Audit Report for the Financial Year ended March 31, 2024 is annexed herewith marked as Annexure-IV to this Report.

C. INTERNAL AUDITOR

The Board appointed M/S B. NATH & CO., Chartered Accountants (Firm Regn No-307057E), as the Internal Auditor of the Company for the Financial Year 2023-2024.

M/S. MANDAL BISWAS DAS LODH & CO., Cost Accountants (Firm Reg. No.000484) has been appointed as Cost Auditors of the Company for the Financial Year 2023-2024.

Cost Audit Report for the Financial Year 2023-2024 will be received and filed with ROC in Form CRA-4 within the due date.

The Cost records as applicable to the Company are maintained in accordance with the Section 148(1) of the Act.

28. AUDITOR'S REPORT:

The observations, if any, made by the Statutory Auditors in their Audit Report together with the notes to

accounts, as appended thereto are self-explanatory and henee does not call for any further explanation. The Auditor's Report does not contain any qualification, reservation, adverse remark, or disclaimer.

During the Financial Year 2023-24, the Auditors have 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) (ca) of the Companies Act, 2013.

29. REPORTING OF FRAUD BY AUDITORS:

There were no instances of fraud during the year under review, which required the statutory auditors to report to the Audit Committee and/or the Board under Section 143(12) of the Companies Act, 2013, and the rules made thereunder.

30. CORPORATE GOVERNANCE:

As per the Guidelines and direction of the SEBI and Stock Exchange accordingly the Company has been adhering to the directions and guidelines, as required and if applicable on the company's size and type. (Pursuant to Regulations 15(2) of SEBI (LODR) Regulations 2015, the compliance with Corporate Governance provisions as specified in regulations 17 to 27 and clause (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V shall not apply to the listed entity which has listed its specified securities on BSE under SME Platform. Therefore, the Corporate Governance Report is not applicable to the Company, hence Corporate Governance Report do not form part of this Report).

31. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has in place, an adequate system of Internal Control commensurate with its size, requirements and the nature of operations. These systems are designed keeping in view the nature of activities location and various business operation.

32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under the Listing Regulation, Management Discussion and Analysis Report is presented in 'Annexure V' and forms an integral part of the Directors' Report.

33. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to Regulation 15 of the SEBI (LODR) Regulations, 2015, which states that Regulation 22 of the SEBI (LODR) Regulations, 2015, is not applicable to the Company. However, pursuant to Section 177(9) of the Companies Act, 2013, read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014, your Company has established a vigil mechanism.

Further, Whistle Blower & Vigil Mechanism Policy as required has been uploaded on the website of the Company at - https://cosmiccrf.com.

34. COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).

35. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

During the year under review, the Company has not granted any loans or made any investments or provided any guarantees or security to the parties covered under Section 186 of the Companies Act, 2013.

36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN THE FUTURE:

A dispute has been raised by M/s Cosmic Ferro Alloys Ltd (CFAL) against the company related to Business Transfer Agreement (BTA) for claim of '1,033.34 Lakhs and an Arbitration Petition filed by CFAL under section 9 of Arbitration & Conciliation Act 1996 in Calcutta High Court. Company filed the Appeal challenging the Order dated 9^th Aug 2023. Vide Order dated 30^th August 2023, the Hon'ble High Court at Calcutta modified the order dtd. 11^th August, 2023, and Directed to appoint an Ex-Supreme Court Judge to be appointed as an Arbitrator. Pursuant to the order of Hon'ble High Court at Calcutta (Division Bench) dated 30^th August, 2023, an Ex-Supreme Court Judge has been appointed as the Sole Arbitrator to adjudicate the issues and differences between the parties pertaining to the Business Transfer Agreement January 19, 2022, involving the contingent liability amounting to '1,033.34 Lakhs. The instant matter is pending for adjudication and financial effect if any will be provided on settlement of the issue.

37. RISK MANAGEMENT POLICY:

With regard to the risk management policy, the risks associated with the Company's business are regularly discussed by the Board of Directors during board meetings. Furthermore, the Company is not required to have a separate risk management policy

38. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

Your Company is committed to provide a good work environment which ensures that every women employee is treated with dignity, respect and equality. There is zero tolerance towards sexual harassment invites serious disciplinary action.

The Directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

39. DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there are no application made by or against the company and there are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

40. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

There was no one-time settlement by the Company with the Banks or Financial Institutions during the year under review, thus, the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof are not applicable.

41. HUMAN RESOURCES:

Our employees are our core resources and the Company has continuously evolved policies to strengthen its employee value proposition. Your Company was able to attract and retain best talent in the market and the same can be felt in the past growth of the Company. The Company is constantly working on providing the best working environment to its Human Resources with a view to inculcate leadership, autonomy and towards this objective; Our Company makes all efforts on training. Our Company shall always place all necessary emphasis on continuous development of its Human Resources. The belief "Great People create Great Organization" has been at the core of the Company's approach to its people.

42. COMPANY RELATION:

The Company has maintained good industrial relations on all fronts. Your directors wish to place on record their appreciation for the honest and efficient services rendered by the employees of the Company.

43. ACKNOWLEDGEMENTS:

The Directors wish to place on record their appreciation for the support and co-operation received from the Government Departments, Bankers, Customers, Investors, Stakeholders and all others with whose help, cooperation and hard work the Company is able to achieve the results.