Cosmic CRF Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Your Directors present their 5th Annual Report on the business and operations of Cosmic CRF Limited ("the Company"
or "CCL") together with the Audited Financial Statements for the Financial Year ended March 31,2026. The Consolidated
performance of Cosmic Group (the Company and its Subsidiaries) is appropriately been referred to in the report.

1. FINANCIAL HIGHLIGHTS:

The performance of the Company for the Financial Year 2025-26 is summarized below::

(Amount in '' Lakhs)

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

The Company on a Standalone basis has earned a Net Profit of '' 2,628.83 lakhs during the current Financial Year
(Previous Year '' 1,833.10 lakhs). Other financial details can be ascertained from the Audited Financial Statements.

The Company on a Consolidated basis has earned a Net Profit of '' 5,056.17 lakhs during the current Financial
Year (Previous Year '' 2,902.63 lakhs). Other financial details can be ascertained from the Audited Financial
Statements.

3. AMOUNT TRANSFERED TO RESERVES:

Your Directors do not propose to transfer 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 copy of Annual Return of the Company is available on the website of the Company
at the web link https://cosmiccrf.com.

5. DIVIDEND:

The Board has not recommended any Dividend for the Financial Year 2025-2026 to improve liquidity and meet
part of the Company''s working capital requirements.

6. CHANGE IN THE NATURE OF BUSINESS:

The Company is engaged in the business of manufacturing of 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 2025¬
2026.

7. CHANGES IN SHARE CAPITAL:

As on 31st March 2026, the issued, subscribed and paid-up Share Capital of the Company is enumerated through
a brief comparative summary of change in Capital Structure during the year under review:

During the year under review, the Company has issued 18,600 number of Equity Shares on March 26, 2026 upon
conversion of Share Warrants as per the terms and conditions of issue of such Share Warrants as approved in
the Extra-Ordinary General Meeting of the Shareholders held on February 18, 2025.

Further, the Company has applied for Listing and Trading Approval with the Bombay Stock Exchange and is
expecting to get the requisite Listing and Trading Approval from the Bombay Stock Exchange in due course.

*The Company has adopted Indian Accounting Standards (Ind AS) for the first time in the preparation of its
financial statements for the year ended March 31, 2026. Accordingly, in compliance with the requirements of
Ind AS, the paid-up value of the preference share capital has been classified and disclosed under Borrowings -
Unsecured Loans in Note No. 14 to the Standalone financial statements for the year ended March 31, 2026.

8. DETAILS OF PREFERENTIAL ISSUE-II AND UTILIZATION OF PROCEEDS OF ISSUE OF EQUITY SHARES AND
SHARE WARRANTS:

The Company had issued 9,89,643 number of Equity Shares of face value ''10/- each and 3,15,000 number of Share
Warrants on March 10, 2025 pursuant to the approval in the Extra Ordinary General Meeting of the Shareholders
held on February 18, 2025.

As per the terms and conditions of the issue, the Company raised ''15,972.84 lakhs through the allotment of
9,89,643 Equity Shares to 10 allottees under the Non-Promoter Category and ''1,271.02 lakhs, being 25% of the
issue price of ''1,614/- per warrant (including a securities premium of ''1,604 per warrant at the time of allotment
3,15,000 Share Warrants on March 10, 2025

During the year under review, the Company has received balance 75% of the issue price i.e. ''1210.50 per Share
Warrant from the Warrant Holders holding 18,600 number of Share Warrants. Accordingly, an amount aggregating
to ''225.15 lakhs was received by the Company.

As per the objects of the Preferential Issue-II, the Company have spent ''7,432.24 lakhs for Capex and investment
in subsidiaries, ''10,000.00 lakhs are kept in Fixed Deposit and ''37.78 lakhs are in Current Account opened for
Preferential Issue-II by the Company. The unutilized amount shall be used as per the objects of the said issue.

9. CREDIT RATING:

During the year under review, M/s. Infomerics Credit Rating Limited has issued a IVR BBB with stable Outlook
rating to the Company in December 2025. The details can be accessed from the website of the Company at
https://cosmiccrf.com/wp-content/uploads/2026/02/Credit-Rating.pdf

10. 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.

11. DEMATERIALISATION OF SHARES:

As on 31st March 2026, all equity shares of the Company are held in dematerialized form, except for 18,600 number
of equity shares. The newly issued 18,600 equity shares, held in physical form as of 31st March 2026, are pending
Listing and Trading approval from the Bombay Stock Exchange ("BSE"), where the Company''s equity shares are
listed. Upon receipt of the requisite approvals from the stock exchange, all equity shares of the Company shall
be reflected as held in dematerialized form.

The breakup of equity and preference shares held in dematerialized and physical form as on 31st March 2026 is
as follows:

The Company ISIN No. for Equity Shares is INE00RA01015, and Registrar and Share Transfer Agent is M/s. MAS
Services Limited, New Delhi.

49,00,000 number of Preference Shares of the Company were held in physical form as on March 31, 2026. The
shares were dematerialized in the current financial year i.e. 2026-2027.

The ISIN No. for Preference Shares are INE00RA04019, INE00RA04027, INE00RA04035 respectively and
Registrar and Share Transfer Agent is M/s. MAS Services Limited, New Delhi.

12. 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 affecting the financial position of the Company which
have been occurred at the end of the Financial Year of the Company to which the financial statements relate and
the date of report.

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

As on March 31, 2026, your Company have two subsidiary companies i.e., M/s. N. S. Engineering Projects Private
Limited and M/s. Cosmic Springs & Engineers Limited.

Further, as on March 31, 2026 your Company does not have any Joint Ventures and Associate Companies. Details
with respect to subsidiary, Joint Ventures and Associate Companies in Form AOC-1 is appended as "Annexure I"
to the Board report.

14. PARTICULARS OF MANAGERIAL REMUNERATION PAYABLE TO EXECUTIVE DIRECTORS OF THE COMPANY:

During the year under review, the managerial remuneration payable to Mr. Aditya Vikram Birla (DIN: 06613927),
Managing Director and Mrs. Purvi Birla (DIN: 02488423), Whole-Time Director of the Company is in compliance
with provisions of Section 197 of the Companies Act, 2013.

Moreover, Mr. Aditya Vikram Birla (DIN: 06613927), Managing Director and Mrs. Purvi Birla (DIN: 02488423), Whole¬
Time Director of the Company also receives remuneration from M/s. N.S. Engineering Projects Private Limited
and M/s. Cosmic Springs And Engineers Limited, subsidiaries of the Company which are within the permissible

limits and in compliance with provisions of Section 197 of the Companies Act, 2013 and applicable rules made
thereunder.

15. FIRST-TIME ADOPTION OF INDIAN ACCOUNTING STANDARDS (IND AS):

Pursuant to the applicable provisions of the Companies Act, 2013 read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended, the Company has adopted the Indian Accounting Standards ("Ind AS") for the
first time in the preparation of its financial statements for the financial year ended 31st March 2026. The date of
transition to Ind AS is 1st April, 2024.

Accordingly, these financial statements have been prepared in accordance with Ind AS, with 1st April 2024 as
the date of transition, in compliance with Ind AS 101 - First-time Adoption of Indian Accounting Standards.

The comparative financial information for the previous year, 31st March, 2025, has been restated to ensure
comparability, wherever required, in accordance with the provisions of Ind AS.

The transition to Ind AS has been carried out after considering the mandatory exceptions and optional
exemptions available under Ind AS 101. The impact of the transition from the previous Indian GAAP to Ind AS on
the Company''s financial position, financial performance, total comprehensive income, equity, and cash flows
has been appropriately explained in the notes to the financial statements.

The Board of Directors confirms that the financial statements have been prepared in accordance with the
applicable Indian Accounting Standards and other applicable provisions of the Companies Act, 2013 and present
a true and fair view of the state of affairs, financial performance, changes in equity, and cash flows of the
Company.

16. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with IND- AS 110 issued by the Institute of Chartered Accountants of India, the Consolidated
Financial Statements (CFS) prepared on the basis of financial statements received from Subsidiaries Companies
i.e. M/s. N. S. Engineering Projects Private Limited and M/s. Cosmic Springs & Engineers Limited, as approved by
their Board, forms part of this Report and Accounts thereon.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All Related Party Transactions that were entered into during the Financial Year 2025-2026 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. The 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 II" to the Board report

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

The Board is properly constituted as per the provisions of the Companies Act, 2013 and SEBI (Listing Obligations
And Disclosure Requirements) Regulations, 2015.

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) appointed as the Managing Director of the Company, for a term of five (5)
years commencing from 01st December, 2025 to 30th November, 2030.

Mrs Purvi Birla (DIN: 02488423) appointed as the Whole-Time Director of the Company for a period of five (5)
years commencing from 23rd December, 2025 to 22nd December, 2030.

Mr Pawan Kumar Tibrewalla (DIN: 01056704) re-appointed as per the provisions of Section 152(6) of the Companies
Act, 2023 in the 4th Annual General Meeting of the Company held on 22nd day of September, 2025.

Ms Trupti Upadhyay (Mem No. A53166), Company Secretary & Compliance Officer of the Company resigned w.e.f.
26th day of December, 2025 (close of business hours).

Mrs Priya Sayani (Mem No. A62964) appointed as Company Secretary & Compliance Officer of the Company w.e.f.
01st day of January, 2026.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

(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 utilizing 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 2025-26, the Company has not entered into any transactions involving foreign exchange.
Accordingly, disclosures relating to earnings in foreign currency, expenditure in foreign currency and value of
imports on CIF basis are not applicable.

20. CORPORATE SOCIAL RESPONSIBILITY:

Your Company maintains an unfaltering dedication to community service and human welfare. During the year
under review, the CSR initiatives of the Company were under the thrust area of providing quality education to
underprivileged children and providing shelter to the homeless and the helpless irrespective of age, caste or
creed and raising up the children and adolescents so that they became useful members of society and inculcated
in them a spirit of self-reliance and a bright outlook for their future.

During the Financial Year ended 31st March, 2026, the Company spent '' 35.67 Lakhs against its CSR obligation ''
35.66 Lakhs.

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 31st
March, 2026, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy)
Rules, 2014 is set out in "Annexure III" to this report.

21. PARTICULARS OF EMPLOYEES:

The number of employees as on 31st March 2026 were 37.

Pursuant to the provisions of Section 197(12) of the Companies Act, 2013, read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosure pertaining to
remuneration and other details forming part of this Report is set out in "Annexure IV".

22. MEETINGS:A. MEETINGS OF THE BOARD

During the year under review, 6 (six) 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.

B. MEETINGS OF THE SHAREHOLDERS:NUMBER OF MEETINGS OF THE SHAREHOLDERS

23. DECLARATION BY INDEPENDENT DIRECTORS:

The Company is steered by a well- diversified and experienced Board of Directors, whose collective expertise
span finance, accounting, technology, corporate governance and risk management. This wide-ranging knowledge
base and expertise empowers the Board to provide robust strategic leadership, uphold the highest standard of
corporate governance and facilitate future ready decision making that aligns with the best interest of the Company
and its stakeholders. The composition of the Board is fully compliant with the requirements of Section 149 of
the of the Companies Act 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations"). The Company has 6 Directors with an equal combination of Executive
and Non-Executive Directors including one Women Director, thereby fostering diversity, independence, and
effectiveness in its functioning.

All Independent Directors of your Company, namely, Mr. Binod Kumar Khaitan (DIN: 01713323), Mr. Ashok Barnwal
(DIN: 01580287) and Mrs. Venus Kedia (DIN: 06422518), have at the first meeting of the Board held on May 25,
2026, 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), along with disclosure under
Section 164 and Section 184 of the Companies Act, 2013, and Regulation 16(b) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

The Board of Directors of your Company took on record the declaration submitted by the Independent Directors
after due assessment of their independence in consultation with the Management of the Company. The Board is
of the view that all the Independent Directors possess requisite expertise, aptitude and experience to fulfil their
duties as Independent Directors of the Company.

24. 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 2, 2026. All the Independent Directors attended the meeting. The matters
discussed at the Independent Director''s Meeting inter-alia, included the evaluation of 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
management and the Board and its Committees, which is necessary to effectively and reasonably perform
and discharge their duties. Further, 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.

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

25. DIRECTORS'' RESPONSIBILITY STATEMENT:

The Board of Directors to the best of their knowledge 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 31st March, 2026, 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 31st March, 2026, 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 31st March, 2026, 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.

26. 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:

The Nomination and Remuneration Committee has approved the criteria, pursuant to provisions of Section 178
of the Companies Act, 2013, to determine the appropriate characteristics, skills and experience for the Board as
a whole and its individual members with the objective to have an efficient Board in place and carried out Annual
Evaluation of Director''s performance. 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.

27. COMPOSITION OF THE BOARD:

The Board consisted of following members: -

28. COMMITTEES OF THE BOARD:

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

A. AUDIT COMMITTEE

As per provisions 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. STAKEHOLDERS 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 Stakeholders
Relationship Committee.

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

D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As per provision 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:

29. AUDITORS:A. STATUTORY AUDITORS

M/s. GARV & Associates, Chartered Accountants (FRN No. 301094E), the Statutory Auditors of the Company,
shall hold office for a term of five consecutive years until the conclusion of the Annual General Meeting to be held
in the year 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

Your Company has appointed M/s. M Shahnawaz & Associates, Practising Company Secretaries (Firm Reg. No:
S2015WB331500), as the Secretarial Auditor of the Company, for a term of 5 (five) consecutive financial years
commencing from the Financial Year 2025-2026 to 2029 2030 in accordance with the requirements of Listing
Regulations.

M/s. M Shahnawaz & Associates, has undertaken the Secretarial Audit of the Company for the Financial Year
2025-26 in terms of the provisions of the Act & Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and the Listing Regulations. The Secretarial Audit Report for the Financial Year ended
March 31, 2026 is annexed and marked as "Annexure-V" to this Report.

M/s. M Shahnawaz & Associates, is a Peer Reviewed Firm and meets the eligibility criteria mentioned under
Regulation 24A of the Listing Regulations.

C. INTERNAL AUDITOR AND INTERNAL AUDIT REPORT

Your Company has appointed M/s. B. Nath & CO., Chartered Accountants (Firm Regn No-307057E), as Internal
Auditors of the Company for the Financial Year 2026-27 pursuant to the provisions of Section 138 of the Companies
Act, 2013 read along with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions, if any,
of the Companies Act, 2013.

The Internal Auditor conducted the internal audit as per internal audit standards and placed before the Board of
Directors the Internal audit report from time to time.

D. COST RECORDS AND AUDIT

The Audit Committee, in its meeting held on May 25, 2026 has proposed the appointment of M/s. Mandal Biswas
Das Lodh & Co., Cost Accountants (Firm Reg. No.000484) as Cost Auditors to conduct the audit of the cost
records maintained by the Company.

Your Company on the recommendation of Audit Committee has appointed M/s. Mandal Biswas Das Lodh & Co.,
Cost Accountants (Firm Reg. No.000484) as Cost Auditors of the Company for the Financial Year 2026-27 in
terms of the provisions of the Act and the Companies (Cost Records and Audit) Rules, 2014. The proposal for
ratification of the remuneration payable to the Cost Auditors is being placed in the ensuing Annual General
Meeting for the approval of Shareholders.

In terms of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014,
the Company is required to maintain cost records pursuant to which the Company has made and maintained the
prescribed cost accounts and records for the financial year under review.

Cost Audit Report for the Financial Year 2025-2026 shall be received and be filed with ROC in Form CRA-4 within
the prescribed due date.

30. AUDITOR''S REPORT:

The observations made by the Statutory Auditors in their Audit Report together with the notes to accounts, as
appended thereto are self-explanatory and hence 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 2025-26, 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.

31. 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.

32. CORPORATE GOVERNANCE:

As per the guidelines and directions issued by the SEBI and Stock Exchange from time to time, 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 (excluding Regulation 23), 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.

33. 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 so as to ensure:

a. That its assests are safeguarded;

b. That transactions are authorized, recorded and reported properly; and

c. That the accounting records are properly maintained and its financial statements are reliable.

34. MANAGEMNET DISCUSSION AND ANALYSIS REPORT:

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

35. 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.

36. 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).

37. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961:

The Company ensures compliance with the provisions of the Maternity Benefit Act, 1961, including all applicable
amendments, rules thereunder and is committed to ensuring a safe workplace for its women employees. All
eligible women were provided with maternity benefits as stipulated under the Maternity Benefits Act, 1961.

38. AWARDS, ACHIEVEMENTS & RECOGNITION:

The Company and its management received several notable recognitions during the year:

CIO Prime Man of the Year 2025: Mr. Aditya Vikram Birla awarded this honor for his leadership in navigating
leadership business transformations and resilient strategic execution.

Dr. APJ Abdul Kalam Inspiration Award 2025: The Cosmic Birla Group was recognized as the "Most Admired
Business Group of the Year" for shaping industries and advancing sustainable mobility.

Youth Icon of the Year Award (2023-2024): Mr. Aditya Vikram Birla conferred with this Award for his forward¬
thinking approach and visionary leadership.

Forbes 40 Under 40 India Leaders: Mr. Aditya Vikram Birla was inducted into the prestigious list for emerging
leaders creating a meaningful impact across Indian Industries.

Influential Business Leader of 2026: Mr. Aditya Vikram Birla recognized as most Influential Business Leader of
2026 by Global Entrepreneur Highlights.

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

During the year under review, the Company has granted loans or made investments in its subsidiary companies
or provided guarantees or security to the parties in compliance with the provisions laid under Section 186 of the
Companies Act, 2013.

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

(i) The claim of ''1,033.34 lakhs made by M/s. Cosmic Ferro Alloys Limited (CFAL) against the Company under the
Business Transfer Agreement (BTA) dated 19 January 2022 continues to be disputed by the Company.

Pursuant to an application filed by CFAL under Section 9 of the Arbitration and Conciliation Act, 1996 before the
Hon''ble High Court at Calcutta, your Company had preferred an appeal challenging the Order dated 9 August
2023. The Hon''ble Division Bench of the High Court at Calcutta, vide its order dated 30 August 2023, modified
the impugned order and directed the appointment of a former Judge of the Hon''ble Supreme Court of India as
the Sole Arbitrator to adjudicate the disputes and differences arising between the parties under the aforesaid
Business Transfer Agreement.

In compliance with the directions of the Hon''ble High Court, a former Judge of the Hon''ble Supreme Court of
India has been appointed as the Sole Arbitrator. The arbitration proceedings are presently underway, and several
rounds of hearings have already been concluded. As on the date of this Report, the matter remains pending
adjudication before the learned Sole Arbitrator.

Since the outcome of the arbitration proceedings cannot presently be determined with reasonable certainty,
the matter continues to be disclosed as a contingent liability. The financial impact, if any, arising from the final
award shall be recognised in the financial statements upon the conclusion of the arbitration proceedings, in
accordance with the applicable provisions of law and the relevant accounting standards.

(ii) The Company had submitted a Resolution Plan on 28 June 2024 for the acquisition of M/s. Amzen Transportation
Industries Private Limited under the Corporate Insolvency Resolution Process (CIRP) in accordance with the
provisions of the Insolvency and Bankruptcy Code, 2016.

The bidding process commenced on 28 August 2024 and initially witnessed participation from multiple
prospective resolution applicants. Upon conclusion of the process, only two bidders, including the Company,
remained in contention. Subsequently, the competing resolution applicant, M/s. Myotic Trading Private Limited,
was declared ineligible by the Committee of Creditors (CoC). Aggrieved by the said decision, the said party
initiated legal proceedings by filing a petition before the Hon''ble National Company Law Tribunal (NCLT), New
Delhi Bench, impleading the Company as a respondent. The NCLT directed the parties to seek appropriate relief
before the National Company Law Appellate Tribunal (NCLAT).

Following an adverse order passed by the NCLAT, the Company challenged the said order before the Hon''ble
Supreme Court of India. The Company is optimistic to receive a positive order in its favour.

41. 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.

42. PREVENTION, PROHIBITION & REDRESSAL OF COMPLAINTS OF SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE:

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

The Company has placed an Anti-Sexual Harassment Policy in line with the requirements of The Sexual
Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees
(permanent, contractual, temporary, trainees) are covered under this policy. Further during the year under
review, no complaints were received during the year under review.

43. PROHIBITION OF INSIDER TRADING:

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, as amended (PIT Regulations), the Company has adopted the revised "Code of Conduct to
Regulate, Monitor and Report Trading by Insiders" ("the Code"). The Code is applicable to all Directors, Designated
persons and connected Persons and their immediate relatives, who have access to unpublished price sensitive
information relating to the Company.

44. AUDIT TRAIL APPLICABILITY- RULE 11 OF COMPANIES (AUDIT AND AUDITORS) RULES 2014:

The Company has used accounting software for maintaining its books of account for the Financial Year ended
March 31, 2026 which has a feature of recording audit trail (edit log) facility and the same has operated throughout
the year for all relevant transactions recorded in the software. The audit trail feature has not been tampered with
and the audit trail has been preserved by the Company as per the statutory requirements for record retention.

45. DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

The Company has submitted Resolution Plan under the Insolvency and Bankruptcy Code, 2016 for acquisition
of M/s. Amzen Transportation Industries Private Limited under CIRP on June 28, 2024 under Insolvency and
Bankruptcy Code, 2016 Every development regarding the matter are disclosed to BSE and are updated on the
website of the Company.

The copy of recent developments can be accessed from the website of the Company at link: https://cosmiccrf.
com/regulation-46-62-sebi-lodr-fy-26-27/

46. 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.

47. HUMAN RESOURCES:

Our employees are our most valuable asset, and the Company continuously reviews and enhances its policies to
strengthen its employee value proposition. The Company has successfully attracted and retained high-quality
talent, which has significantly contributed to its sustained growth over the years.

The Company is committed to providing a positive and inclusive work environment that fosters leadership,
accountability, and professional development. To achieve these objectives, the Company places strong emphasis
on employee training and continuous learning. It remains dedicated to the ongoing development of its human
resources by providing opportunities for skill enhancement and career growth.

Guided by the belief that "Great People Create Great Organizations," the Company continues to invest in its
workforce, recognizing that employee growth and engagement are fundamental to long-term organizational
success.

48. CODES AND POLICIES:

Your Company has laid down various policies and codes including "insider code" for effective Corporate
Governance and affirms that no person is denied access to the Audit Committee/Internal Authority concerned
from approaching with the information they wish to communicate. The said Codes and Policies are available
on the website of the Company https://cosmiccrf.com/ and can be accessed through the web link https://
cosmiccrf.com/policies-code-of-conduct/.

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.

49. 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.

By Order of the Board of Directors
For Cosmic CRF Limited

Sd/- Sd/-

Aditya Vikram Birla Purvi Birla

Place: Kolkata Managing Director Whole-Time Director

Date: May 25, 2026 DIN: 06613927 DIN: 02488423