Cosmic CRF Ltd Management Discussions

1. INDUSTRY STRUCTURE AND DEVELOPMENT:

The Indian railway and infrastructure sectors continue to remain among the key drivers of the countrys economic growth. The Government of India has maintained a strong focus on expanding railway infrastructure, enhancing freight capacity, improving logistics as Make in India, PM Gati Shakti, and the National Rail Plan. Continued investments in railway modernization, dedicated freight corridors, station redevelopment, and rolling stock manufacturing are expected to generate sustained demand for railway components, fabricated steel products, and engineering solutions.

The Union Budget for FY 2026-27 has continued to prioritize capital expenditure on infrastructure, with significant allocation towards the Ministry of Railways. The Governments emphasis on increasing manufacturing capacity, enhancing multimodal connectivity, and strengthening logistics infrastructure is expected to create long-term opportunities for companies operating in the railway and infrastructure value chain.

The infrastructure sector also continues to witness increased public and private sector participation in roads, ports, airports, urban infrastructure, renewable energy, transmission projects, and industrial development. This has resulted in growing demand for engineered steel products such as cold rolled formed sections, sheet piles, crash barriers, poles, structural components, and fabricated engineering products.

The Company is well positioned to benefit from catering to railway rolling stock, infrastructure, construction, defence, heavy engineering, and industrial applications.

2. BUSINESS OVERVIEW:

Cosmic CRF Limited is engaged in the manufacturing of Cold Rolled Form (CRF) Sections, Sheet Piles, Railway Components, and various engineering products catering primarily to the railway and infrastructure sectors. The Company, together with its subsidiaries, has developed an integrated manufacturing ecosystem covering cold rolled formed products, galvanised engineering structures, springs, forging components, and fabricated engineering solutions. This diversified product portfolio enables the Company to serve multiple end-user industries while reducing dependence on any single business segment.

The Company continues to focus on operational excellence through process improvements, technological upgradation, quality enhancement, capacity optimisation, and customer-centric product development.

3. OPPORTUNITIES:

The long-term outlook for the railway and infrastructure sectors remains positive, supported by sustained Government investments and increasing private sector participation.

The acquisition of M/s. N. S. Engineering Projects Private Limited and M/s. Cosmic Springs And Engineers Limited have led the Company scaled up its total installed capacity to 1,33,600 MTPA. This combined capacity has led to include in Companys portfolio the below products: Cold Rolled Form Sections

• Railway Wagon Components

• Sheet Piles

• Crash Barriers

• High Mast Poles

• Octagonal Poles

• Steel Tubular Poles

• Engineering Structures

• CASNUB, Helical & Auto Springs

• Galvanized Products

• Forged Components

The Company continues to develop new products for emerging railway wagon designs and other engineering applications while strengthening relationships with leading wagon manufacturers, infrastructure companies, EPC contractors, and government agencies.

The Company also continues to evaluate strategic acquisition opportunities, capacity expansion, and investments in technology to enhance operational efficiencies and expand its market presence.

4. RISKS AND CONCERNS:

The Companys business is exposed to various risks, including:

• Fluctuation in steel and other raw material prices.

• Changes in Government policies and public capital expenditure.

• Competitive pricing pressures within the engineering and steel industries.

• Supply chain disruptions and logistics constraints.

• Delays in execution of infrastructure and railway projects.

Interest rate fluctuations and availability of working capital.

TheCompanyhasestablishedappropriateriskmanagementpracticestomonitortheserisksthroughprocurement planning, inventory optimisation, customer diversification, operational efficiencies, and continuous monitoring of market conditions.

5. SEGMENT-WISE PERFORMANCE:

The Company primarily operates in the business of manufacturing Cold Rolled Form Sections, Railway Components, Sheet Piles, Springs, Forged Components, and other engineering products manufactured predominantly from iron and steel.

Considering the nature of operations and the applicable Indian Accounting Standards (Ind AS), the Company operates substantially in a single reportable business segment. Accordingly, segment-wise reporting is not applicable.

6. OUTLOOK:

The Company remains confident in its long-term growth trajectory, supported by sustained public and private sector investments in railway modernization, multimodal logistics, urban infrastructure, defence manufacturing, renewable energy, and industrial expansion. Government initiatives focused on infrastructure development, domestic manufacturing, and supply chain resilience continue to create significant opportunities across the engineering and capital goods sectors.

During the year, the Company further strengthened its strategic position by expanding manufacturing capabilities, enhancing process automation, adopting advanced engineering technologies, and broadening its value-added product portfolio. The successful integration and optimization of its subsidiaries have enabled greater operational synergies, improved capacity utilization, enhanced supply chain efficiencies, and a stronger ability to deliver comprehensive engineering solutions to customers.

The Company continues to witness healthy demand from railway wagon manufacturers, rolling stock producers, EPC contractors, infrastructure developers, defence suppliers, and industrial OEMs. Increasing customer preference for reliable, quality-focused, and technologically capable manufacturing partners has further reinforced the Companys market position.

The Company is also intensifying its focus on innovation, digital manufacturing, sustainability, and export market development. Investments in smart manufacturing practices, product engineering, quality excellence, and environmentally responsible operations are expected to enhance competitiveness while creating long-term value for all stakeholders.

With its diversified manufacturing base, integrated engineering capabilities, robust customer relationships, experienced management team, and expanding domestic and international presence, the Company is well positioned to capitalize on emerging opportunities across high-growth sectors. The management remains confident that its disciplined capital allocation, continuous investment in technology, research and development, human capital, and operational excellence will drive sustainable growth, improved profitability, and enduring shareholder value in the years ahead.

7. RISK MANAGEMENT

Risk Management is an integral part of our Companys business strategy. A dedicated team is a part of the management processes governed by the senior management team. This team reviews compliance with risk policies, monitors risk tolerance limits, reviews and analyses risk exposure related to specific issues and provides oversight of risk across the organization. The team nurtures a healthy and independent risk management function to avoid any kind of misappropriations in the Company.

8. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Companys internal control system is designed to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance with laws and regulations. The internal control system is supported by an internal audit process for reviewing the adequacy and efficiency of the Companys internal controls, including its systems and processes and compliance with regulations and procedures. Internal Audit Reports are discussed with the Management and are reviewed by the Audit Committee of the Board which also reviews the adequacy and effectiveness of the internal controls in the Company. The Companys internal control system is commensurate with the size, nature and operations of the Company.

9. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE: Share Capital

During the Financial Year 2025-2026, the Company has issued 18,600 nos. of Equity Shares of the Company pursuant to conversion of Shares Warrants on 26th March, 2026.

The pre and post allotment capital details are as below:

Particulars	Pre Allotment		Fresh Allotment		Post Allotment
	No. of Shares	Value (Face value of 10/- each) (INR)	No. of Shares	Value (Face value of Rs. 10/- each) (INR)	No. of Shares	Value (Face value of 10/- each) (INR)
Issued Capital	91,87,643	9,18,76,430	18,600	1,86,000	92,06,243	9,20,62,430
Paid - Up Capital	91,87,643	9,18,76,430	18,600	1,86,000	92,06,243	9,20,62,430

Reserves and Surplus:

The Reserves and Surplus of the Company is 39,539.80 Lakhs for the year ended on March 31, 2026 as compared to Reserves and Surplus of Rs. 36,612.62 Lakhs during the Financial Year 2024-25.

Total Income:

The Company has earned total Income of Rs. 33,886.61 Lakhs for year ended on March 31, 2026, as compared to Rs. 30,180.85 Lakhs, during the Financial Year 2024-25.

10. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/ INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED:

Talent Management is a key people planning tool that provides an integrated means of identifying, selecting, developing and retaining top talent within our organization. Attrition has been managed well and has been below industry benchmarks. The Company employed 41 Employees in the Financial Year 2025-2026.

The Company has kept a sharp focus on Employee Engagement. We follow 360-degree feedback to ensure the satisfaction of our people. We have a strong system of grievance handling too. No concern of our people goes without addressing. We strive for excellence in Human Resource management.

11. DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS, ALONG WITH DETAILED EXPLANATIONS THEREOF:

SL. No. Key Financial Ratios	31/03/2026	31/03/2025	% change
i. Debtors Turnover ii. Inventory Turnover	Refer to Note: 39 of the Financial Statements for significant changes in key Financial Ratios along with detailed explanations.
iii. Interest Coverage Ratio
iv. Current Ratio
v. Debt Equity Ratio
vi. Operating Profit Margin (%)
vii. Net Profit Margin (%)

11. DETAILS OF ANY CHANGE IN RETURN ON NET WORTH AS COMPARED TO THE IMMEDIATELY PREVIOUS FINANCIAL YEAR ALONG WITH A DETAILED EXPLANATION THEREOF:

Return on Net Worth	2025-2026	2024-2025
(Profit After Tax/Net Worth)	6.50%	4.88%

Return on Net Worth is 1.62 % positive as compared to the previous Financial Year.

Pursuant to Preferential Issue II, the Company raised Rs. 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 on March 10, 2025.

During the year under review, the Company received an additional Rs. 225.15 lakhs, being the balance 75% of the issue price in respect of 18,600 Convertible Share Warrants, on March 23, 2026. The Company has utilized the proceeds raised through Preferential Issue II in accordance with the objects stated in the explanatory statement and the applicable provisions governing the issue.

The Company continues to actively pursue strategic opportunities for inorganic growth through the acquisition of businesses that complement its existing operations, enhance its market presence, and create long-term value for stakeholders. In addition, the Company is undertaking expansion and capital expenditure (Capex) initiatives aimed at augmenting manufacturing capacity, modernizing infrastructure, improving operational efficiency, and supporting future business growth.

The Company also remains committed to strengthening its investments in its subsidiary(ies) to support business expansion, operational synergies, and the development of new growth avenues. These strategic investments are expected to enhance the Companys competitive position and generate sustainable value over the long term.

The Company continues to focus on improving operational efficiencies, optimizing costs, expanding its customer base, and strengthening its product portfolio. With these initiatives, supported by a healthy order pipeline and a positive business outlook, the management remains optimistic about achieving improved financial and operational performance in the upcoming financial year. The Company will continue to evaluate growth opportunities while maintaining a prudent approach to capital allocation and risk management, with the objective of delivering sustainable and profitable growth.

13. CAUTIONARY STATEMENT:

This report contains forward- looking statements based on the perceptions of the Company and the data and information available with the company. The company does not and cannot guarantee the accuracy of various assumptions underlying such statements and they reflect Companys current views of the future events and are subject to risks and uncertainties. Many factors like change in general economic conditions, amongst others, could cause actual results to be materially different.

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