COSCO India Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the 47^th Boards 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, 2026.

FINANCIAL RESULTS

Particulars	Current Year ended 31.03.2026 (Amount)	Previous Year ended 31.03.2025 (Amount)
	( in Lakhs)	( in Lakhs)
Revenue from operations	18,856.08	17,334.37
Other income	122.13	73.76
Total revenue	18,978.21	17,408.13
Total Expenses before Depreciation and amortisation expenses and Finance costs	18,171.26	16,526.12
Profit before Depreciation & Amortisation, Finance costs and Tax expense	806.95	882.01
Less: Depreciation & Amortisation expenses	251.24	252.98
Profit before Finance costs and Tax expense	555.71	629.03
Less: Finance costs	474.51	509.79
Profit before Tax expense	81.20	119.24
Tax expenses:
Current tax	12.69	56.68
Tax adjustment related to earlier years	4.15	0.63
Deferred tax	(36.13)	(16.22)
Total Tax:	(19.29)	41.09
Profit after tax for the year	100.49	78.15
Other Comprehensive Income:
Items that will not be reclassified to Statement of Profit & Loss :
i)Re-measurement gains / (losses) on defined benefit plans	34.83	(16.71)
ii)Tax impact on re-measurement gain/(losses) on defined benefit plans	(8.77)	4.21
Other comprehensive income/(losses) for the year (net of tax)	26.06	(12.50)
Total Comprehensive Income for the year	126.56	65.65

COMPANYS PERFORMANCE AND STATE OF AFFAIRS FOR FINANCIAL YEAR 2025-26

The Revenue from Sale of Products for the current year ended 31.03.2026 was 18,834.87 lakhs against previous years sales of 17,317.47 lakhs - registering a growth in sales of about 8.76% over the previous year. The exports with very little share in the overall revenue, declined marginally to 328.49 lakhs compared to previous year 352.04 lakhs in F.O.B value terms. The revenue from services for the current year amounted to 5.82 lakhs (previous year 7.92 lakhs). Other Operating Income was 15.39 lakhs (previous year 8.98 lakhs) which includes Export Incentives viz. Duty Drawback 4.16 lakhs (previous year 5.20 lakhs), Remission of duties and taxes (RODTEP) 2.91 lakhs (previous year 3.50 lakhs), Freight subsidy 3.48 lakhs (previous year Nil) and MDA grant of 4.35 lakhs (previous year Nil). The Profit before Tax for the Current Year declined to 81.20 lakh as against 119.24 lakh due to various factors viz., increase in cost of imported goods due to adverse exchange rate impacting gross margins coupled with market competition ,increase in employee cost and higher advertisement publicity expense.

Global Outlook:

The International Monetary Fund (IMF) has projected Global growth at 3.0% for 2026 and 3.4% in 2027, down from the average of 3.5% observed in 2024-25 and broadly unchanged on a cumulative basis compared with the forecasts in the April,2026 World Economic Outlook (WEO). The modest slowdown reflects the effects of the war in the Middle East being partly offset by accelerated demand-driven momentum in the global technology cycle, thanks to advances in artificial intelligence (AI) and its adoption. The impact varies widely based on countries exposure to the war and position in the technology value chain.

Energy exporters outside the conflict zone benefit from favorable terms of trade. In contrast, activity weakens for energy importers with limited participation in the technology value chain, a group that includes many low-income countries.

In the United States, growth is projected at 2.3% in 2026 and 2.2% in 2027, virtually unchanged from April. Chinas 2026 growth is projected to slow to 4.6%, as higher global oil prices, together with protracted uncertainty and structural headwinds, are expected to weigh on activity. India remains among the fastest growing major economies, with growth projected at 6.4%, supported by strong momentum in private consumption and services activity.

Domestic Outlook:

The global economy is continuing with the heightened uncertainties emanating from fragile geopolitics and supply chain pressures. The domestic economy has navigated the external uncertainties well, underpinned by healthy demand conditions and resilient performance of the industrial and services sector. Headline retail inflation inched up in June while core inflation, especially excluding precious metals remained low. Liquidity conditions improved further, supporting the ongoing robust credit growth.

Indias external sector remains steady with improving outlook, aided by inflows of foreign investments. The domestic economy continued to remain buoyant. Demand conditions remained healthy, supported by a pickup in rural demand and firm urban demand. High frequency indicators suggest robust industrial performance and a resilient services sector. The momentum in external trade sustained as reflected in high growth in exports and imports in Q1:2026-27

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

Our Companys Outlook:

Our Company with COSCO Brand is "A prominent and established Indian sports and fitness goods company, with a strong domestic brand presence, manufacturing capabilities and distribution network, in the domestic market. The Indian sports industry has strong long-term growth potential. The combination of Indias large consumer base, increasing sports participation, professional leagues, digital media, and government initiatives and growing corporate investment is creating opportunities well beyond cricket.

The demand of Sports, Health & Fitness goods is consistently rising from individuals and households. The Management is continuously taking effective steps to further boost COSCO Brand Value, which will help in driving growth. 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 manufactures/source internationally at competitive prices quality products and develop / source new products on regular basis. The Central and State

Governments Policies for the promotion of Sports and Fitness are yielding results and will further boost this sector. The Management is quite optimistic about the better performance of the Company during the current and subsequent years both in terms of sales and profitability. The objective of the Management is to build a sustainable organization creating growth opportunities for our employees, clients, investors and all stakeholders.

FINANCIAL SALIENCY

The Companys Net Worth: The Net Worth of the Company as at 31.03.2026 was 5,172.88 lakhs (previous year 5,046.32 lakhs).

Unsecured Loans from Directors/Group Company -The Unsecured borrowings from Directors/ Group Company aggregated 3,709.06 lakhs as on 31.03.2026 (previous year 3,556.06 lakhs); a sum of 1,450 lakhs (previous year 1,450 lakhs) has been classified as long term borrowing to strengthen the long term resources. The balance amount has been considered short term borrowing(s).

Secured short term working capital borrowings from Bank(s); The Company has availed short-term facilities, both fund and non-fund based, for managing working capital requirements and other business purposes, including cash credit facilities, bank guarantees and letters of credit. The sanctioned working capital facilities aggregate to 35 Crores which are considered more than adequate for the operations of the Company.

The Company continues to maintain a strong financial position, with sufficient cash balances and well operating cash flows, which are adequate to meet its strategic and operational requirements as well as its debt servicing obligations, in the normal course of business.

The Companys working capital management is robust and involves a well-organised process, which facilitates continuous monitoring and control over receivables, inventories, and other parameters.

Capital Expenditure During the year, the Company, spent 158.44 lakhs towards capital expenditure against 186.50 lakhs in the previous financial year. This mainly comprises of spends for capacity expansion for storage facility and expenditure related to solar power installation at Manufacturing plant at Gurgaon, regular capital expenditure at other Company offices / warehouses, safety and general maintenance.

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 140.93* 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 136.01* 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 Honble 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 31.03.2026: 1 LKR = INR 0.2936 (as on 31.03.2025 1LKR = INR 0.2904)

DIVIDEND

Board does not recommend any dividend for Financial Year 2025-26 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 31.03.2026. 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 3288.05 Lakhs (Previous year 3187.57 Lakhs) includes Current years Net Profit after tax from continuing operations 100.49 Lakhs (Previous year 78.15 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, 2026, 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, 2026 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 Companys internal financial controls were adequate and reasonably effective during FY 2025-2026 and shall take needful effective steps/corrective measures in some areas, which need improvement as reported by the Auditors.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Retirement by rotation

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. Neeraj Jain (DIN: 00190592) Director of the Company retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. Based on performance evaluation and recommendation of the Nomination and Remuneration Committee, Board recommends his reappointment.

The term of appointment of Mr. Arun Jain (DIN:01054316), Mr. Manish Jain (DIN: 00191593), Mr. Pankaj Jain (DIN: 00190414) and Mr. Neeraj Jain (DIN: 00190592) as Whole Time Director(s) of the Company expire on 30^th September, 2026.

Based on the recommendation of the Audit Committee and Nomination and Remuneration Committee of the Company and being satisfied on the performance evaluation, considering the role played by them towards the growth of this Company and to reap the benefits of their rich and varied experience, the Board at its Meeting held on 14^th August 2026 has recommended the re-appointment of Mr. Arun Jain (DIN:01054316), Mr. Manish Jain (DIN: 00191593), Mr. Pankaj Jain (DIN: 00190414) and Mr. Neeraj Jain (DIN: 00190592) as Whole Time Directors of the Company for further period of 3 years w.e.f 1^st October, 2026 to 30^th September, 2029 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 Mr. Arun Jain, Mr. Manish Jain, Mr. Pankaj Jain and Mr. Neeraj 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.

During the FY 2024-25 Companys Managing Director & CEO Shri Devinder Kumar Jain (DIN:00191539) and Managing Director Shri Narinder Kumar Jain (DIN: 00195619) had been reappointed in the 45^th Annual General Meeting held on 30^th September, 2024 for a term of 3 years w.e.f 16^th March, 2025 till 15^th March, 2028. Their term of reappointment will expire on 16^th March, 2028.

The Managing Director(s) 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) were appointed as Independent Directors of Cosco (India) Limited for their 1^st term of 5 years w.e.f. 01.10.2022. and Ms. Tejal Jain (DIN: 09219682) Independent Director, who 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. All the Independent Directors have been appointed for consecutive period of 5 years and will hold office till 30.09.2027 and shall not be liable to retire by rotation.

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.

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;

- Shri Narinder Kumar Jain (DIN: 00195619) - Managing Director of the Company;

- Mr. Arun Jain (DIN: 01054316)-Whole Time Director, and CFO; And

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

During the year under review, there were no changes to the KMP of the Company.

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 Boards meeting and reimbursement of expenses, if any, incurred by them for the purpose of attending Board 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 2025-2026, Six (6) 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 Companys 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. The Company has formulated a Nomination and Remuneration Policy which is available on the website of the Company. 5 I FM J PEDdH IffBNJTIT

https://www.cosco.in/uploads/investors/nomination_and_remuneration_policy_1566037834.pdf 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 Companys internal financial controls were adequate and effective during the financial year 2025-2026. The company will further strengthen its Internal Financial Controls in areas observed by the Auditors as discussed hereinafter under Independent Auditors Report.

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 except for the matters reported under Emphasis of the Matter and observations as discussed herein. The Opinion of the Auditors is not qualified in respect of matters reported under Emphasis of the Matter. Auditors have drawn attention to some specific Notes to the Financial Statements viz.

Note No. 5.2(i) regarding advance of 28.63 lakhs, regarding Note no.8.2 for valuation of work in progress, regarding Note 8.5 for valuation of stores, note no.9.2 regarding recoverability of trade receivables of 55.34 lakhs, Note no. 9.4 regarding non translation of export trade receivables of 97.5 lakhs on the reporting date, Note 9.5 regarding confirmation of trade receivables, Note no.13.3 regarding comparative analysis of prepaid expenses of 46.75 lakhs, Note no.13.4 regarding Advance against imports of 114.37 lakhs, note no. 13.5 regarding non confirmation of advance to suppliers of 19.52 lakhs, Note no. 18.2 regarding change in accounting policy for provision of warranty claims, Note no.19.3 regarding confirmation of trade payables, Note no.20.2 regarding provision of bonus of 93.01 lakhs, Note no.21 regarding unconfirmed advance from customers of 27.11lakhs, Note no.30.5 regarding legal expenses of 22.72 lakhs, Note no.30.6 regarding comparative analysis of shipping charges of 12.91 Lakhs.

Note no.5.2(i) regarding Advance of 28.63 lakhs to various shipping companies is self-explanatory, As stated the Reconciliation is under process and necessary accounting entries will be passed in subsequent year on completion of process.

Note No. 8.2 and 8.5 representation / certification by the management in terms of quantity and valuation of the work-in progress is on actual basis.

Note no.9.2 Trade receivables more than 1 year are considered good by the management. The Company makes provision for Expected Credit loss in respect of the outstanding amount for more than 3 years on simplified approach as in the opinion of the management the amount of actual bad debts is considered insignificant.; Note no.9.4 regarding non translation of export trade receivables, have been carried at the value arrived on the basis of the rate on the transaction date instead at closing rate of the respective foreign currency as required by Para 23 of Ind As 21 basis that the difference between the transaction date and reporting date is immaterial; Note no.9.5 during the year, company has obtained the confirmation of 74% of the domestic trade receivables as on 31.12.2025. The company has provided a letter of representation for adequate provision for expected credit loss and for veracity of the balances of trade receivable as on 31.03.2026.

Note no.13.3 regarding comparative analysis of prepaid expenses with corresponding figures of previous year is in progress, Note no.13.4 regarding Advance against imports, Note no.13.5 regarding non confirmation of advance of 19.52 Lakhs,to suppliers- is actual/ recoverable.

Note no.18.2 from current year, the company has changed the policy of accounting of warranty claims on actual replacement basis instead on potential claims basis and accordingly provision of 36.61 lakhs created in the earlier year has been reversed during the year.

Note no.19.3 regarding confirmation of trade payables during the year, company has obtained the confirmation of 42% of trade payable as on 28.02.2026 in few cases. The company has further certified the veracity of the balances of trade payables as on 31.03.2026.

Note no. 20.2 regarding provision of bonus of 93.01 lakhs ( 73 lakhs made on ad-hoc basis in factory) considering the amount actually paid for F.Y 2024-25 in terms of agreement with Workers Union.

Note no. 21 regarding unconfirmed advance from customers of 27.12 lakhs, Advances received from customers are expected to be adjusted against future supplies in the normal course of business.

Note no. 30.5 regarding legal expenses of 22.72 lakhs certified by the management incurred for the business purpose; Note no 30.6 regarding comparative analysis of shipping charges of 12.91 lakhs which decrease by 11.93 Lakhs against previous year expense of 24.48 Lakhs - Shipping charges have decreased primarily due to the adoption of more economical modes of transportation. Further, certain expenses previously classified under shipping charges have been re-classified under other appropriate expense heads.

The above referred notes are self explanatory. The opinion of the Auditors is not modified in respect of these matters.

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, not timely furnishing of the internal audit reports for the year under audit and accordingly, they could not consider these reports. 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 Internal Audit is conducted at periodical intervals invariably quarterly. The Quarterly / Periodic Internal Audit Reports for the year ended 31.03.2026 were taken on record by the Company and were available for perusal and reference of the Statutory Auditors. The Internal Auditors Reports dont have any adverse remarks. The Management will pursue for timely completion of the Internal Audit and ensure prompt furnishing of Internal Audit Reports to the Statutory Auditors and 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. Internal Audit report for the 1^st Quarter ended 30.06.2026 for FY 2026-2027 has been presented to the Statutory Auditors on 12^th August, 2026.

We have taken note of the observations of the Auditors made in their Report on the Internal Financial Controls- Annexure A to the Independent Auditors Report for further strengthening of the internal control in the following areas viz.

Inventory: The controls regarding physical verification of work in progress needs to strengthened and verification should be done by stopping the operations. The Company needs to introduce mechanism to physically verified stocks lying with third parties/export surplus. 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: Proactive actions required to effectuate recovery of Old Receivables which are outstanding for more than one to three years. 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.

The Companys Management is of the view that most of the Internal Financial Controls are reasonably effective as stated in our last years 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 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 outstanding for more than 1 year are considered good by the management. The Company makes provision for Expected Credit loss in respect of the outstanding amount for more than 3 years on simplified approach as in the opinion of the management the amount of actual bad debts is not significant; Property, Plant & Equipment Physical verification-most of the items of PPE are physically verified in phase of 3 years;

Expenditure Budgeting having regard to sales forecast, production and procurement plan Management prepares the expenditure budget taking into consideration the projected sales forecast, production requirements and procurement plan. Management also reviews actual expenditure against the approved budget and takes necessary corrective measures to control costs and ensure optimum utilization of resources; Volume of Expenses through petty Cash, which are being incurred due to business exigencies, shall be reduced to the extent possible.

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

During the year under review, the Members approved the appointment of M/s Akhil Rohatgi & Co., Company Secretaries, (Firm Registration No. P1955DE072900), as the Secretarial Auditors of the Company, to hold office for a term of five consecutive years up to FY 2030.

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.

Annual Secretarial Compliance Report

Pursuant to Regulation 24a of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company has obtained annual secretarial compliance report from M/s. Akhil Rohatgi & Co. and the same shall be submitted to stock exchanges within the prescribed time limit. The annual secretarial compliance report does not contain any adverse remarks and qualifications.

INTERNAL AUDITORS

M/s PARM & Associates LLP, Chartered Accountants perform the duties of Internal Auditors of the Company and their periodic Internal Audit Reports are 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 31.03.2026.

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 2025-2026 with related parties were on an arms length basis and approved by the Audit Committee. Transactions, which were repetitive in nature, were approved through omnibus route.

There were no material transactions of the Company with any of its related parties as per the Act and SEBI Listing Regulations. 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 2025-2026 and, hence, the same is not required to be provided. The details of RPTs during FY 2025-2026, 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 Note No. 34.

During the FY 2025-2026, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees for attending Board Meetings 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 Companys website.

https://www.cosco.in/uploads/investors/revised policy on related party transaction wef 13 02 2025 1 747995446.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 2025-2026 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 2025-26 is available on Companys website at;

https://www.cosco.in/uploads/investors/annual_return_31_03_2026_1786962559.pdf

WEBSITE

As per provisions of Regulation 46 of the SEBI (LODR) Regulations, 2015 all necessary information as required to be given to the shareholders/stakeholders, is available at www.cocso.in Shareholders/ stakeholders are requested to refer to investor section.

SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES

Your Company does not have any subsidiary/joint venture/associate company within the meaning of the Companies Act, 2013. The Status of Investments made in the erstwhile Subsidiary Company in Sri Lanka M/s Cosco Polymer Lanka (Private) Limited (CPLPL) has been discussed and disclosed hereinbefore.

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

Executive Directors	Ratio to median remuneration
Shri Devinder Kumar Jain	49:1
Shri Narinder Kumar Jain	49:1
Mr. Arun Jain	37:1
Mr. Manish Jain	37:1
Mr. Pankaj Jain	37:1
Mr. Neeraj Jain	37:1

 

Non-Executive Di rectors	Ratio to median remuneration
Ms. Tejal Jain	Not Applicable (Independent Directors are paid only sitting fees and reimbursement of expenses, if any, for attending Board Meetings. No other Remuneration has been paid to the Independent Directors).
Mr. Vineet Bhutani
Mr. Gautam Macker
Mr. Vivek Sharma
Mr. Anurag Gupta
Mr. Sudhir Kalra

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

Directors, Chief Executive Officers, Chief Financial Officer and Company Secretary	% increase in Remuneration in the financial year
Executive Directors :-
Shri Devinder Kumar Jain	8.08
Shri Narinder Kumar Jain	8.08
Mr. Arun Jain	7.89
Mr. Manish Jain	7.89
Mr. Pankaj Jain	7.89
Mr. Neeraj Jain	7.89
Independent Directors :-
Ms. Tejal Jain	Not Applicable (Independent Directors are paid only sitting fees and reimbursement of expenses, if any for attending Board Meetings. No other Remuneration has been paid to the Independent Directors). Details of Sitting fees paid/payable incorporated in Corporate Governance report.
Mr. Vineet Bhutani
Mr. Gautam Macker
Mr. Vivek Sharma
Mr. Anurag Gupta
Mr. Sudhir Kalra
Ms. Sudha Singh -Company Secretary	11.83

c. The percentage increase in the median remuneration of employees in the Financial Year : 0.47 %

d. The number of permanent employees on the rolls of the Company: 398

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 2025-26 was approximately 2.16% to 11.83 % compared to the percentile increase of 8.08% to 7.89% 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

Employee Name	Designation	Remunerati on ( in Lakhs)	Nature of employ ment	Qualificati on	Experie nce (in years)	Year of commenc ement of employm ent	Age	Last employme nt	% of Equity Shares	Whether employee is relative of Director or Manager
Shri Devinder Kumar Jain	Managing Director and CEO	103.02	Perman ent	Graduate in B. Sc.	65	1980	88	NA	3.53	Relative of Shri. Narinder Kumar Jain- Mg. Director, Mr. Arun Jain - WTD and Mr. Manish Jain - WTD
Shri Narinder Kumar Jain	Managing Director	98.36	Perman ent	Graduate and Diploma in Internatio nal Marketing	60	1989	85	NA	3.69	Relative of Shri. Devinder Kumar Jain - Mg. Director & CEO and Mr. Neeraj Jain- WTD
Mr. Arun Jain	Whole -Time Director and CFO	76.40	Perman ent	B.E., M. Tech.	34	2007	60	NA	2.03	Relative of Shri. Devinder Kumar Jain - Mg. Director & CEO and Mr. Manish Jain- WTD
Mr. Manish Jain	Whole -Time D i rector	75.93	Perman ent	Qualified Engineer and MBA	33	1998	56	NA	2.20	Relative of Shri. Devinder Kumar Jain - Mg. Director & CEO and Mr. Arun Jain- WTD
Mr. Pankaj Jain	Whole -Time Director	76.33	Perman ent	B. Com and MBA	33	1998	55	NA	7.55	NA
Mr. Neeraj Jain	Whole -Time Director	75.45	Perman ent	B.E., M.Sc. & MBA	32	1998	54	NA	2.37	Relative of Shri. Narinder Kumar Jain - Mg. Director
*Mr. Aakash Jain	Senior Executive	13.31	Perman ent	B.Tech	7	2019	30	NA	0.61	Relative of Mr. Arun Jain WTD
Mr. Gawesh Narula	Senior Accounts Officer	13.40	Perman ent	Graduate	28	2005	56	NA	Nil	NA
Mr. Roy Joseph	Senior IT Manager	13.27	Perman ent	DIP. in Electronic s and Communi cation Engg., DIP. in Computer Applicatio ns	27	1999	56	NA	Nil	NA
Ms. Sudha Singh	Company Secretary	12.86	Perman ent	Company Secretary (ICSI)	13	2015	43	C.S at Listed entity	Nil	NA

* Aakash Jain re-appointed w.e.f 01.10.2025 ** Gratuity not included.

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 2025 26 1 783584384.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 related party transaction wef 13 02 2025 1 747995446.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 companys management reasonably does not expect that outcome of these legal proceeding etc., when ultimately concluded and determined, will have adverse material effect on the companys results of operations or financial condition.

During the financial year 2025-26, there were no significant and material orders passed by the regulators or courts or tribunals, Statutory or quasi-judicial body impacting the going concern status and the Companys operations in future.

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 Companys 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 2025-26 and hence, no complaint is outstanding as on March 31^st, 2026 for redressal.

The company is in compliance with the provisions relating to the Maternity Benefit Act 1961.

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 2025-2026 and 2026 - 2027 paid to BSE Limited. No fees paid to Delhi Stock Exchange Limited since DSE is nonfunctional.

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 wishes to place on record its sincere appreciation for the valuable support and cooperation received from all stakeholders of the Company.

The Board expresses its gratitude to the employees of the Company for their dedication, commitment and continued efforts towards achieving the Companys objectives. The Board also appreciates the support extended by the customers, suppliers, dealers, bankers, business associates, shareholders and other stakeholders.

The Board further acknowledges the continued guidance and cooperation received from various Government authorities, regulatory bodies and other institutions.

The Directors look forward to the continued support and cooperation of all stakeholders in the coming years.