Cosmic CRF Ltd Directors Report

Dear Shareholders,

Your Directors have pleasure in presenting their 4th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the Financial Year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS:

The performance of the Company for the Financial Year 2024-25 is summarized below:

	Standalone		Consolidated
	Year ended 31st March 2025	Year ended 3ist March 2024	Year ended 31st March 2025
Total Revenue	30,180.36	25,363.92	40,196.99
Profit Before Finance Cost, Tax, Depreciation/Amortization	3,539.11	2,260.98	5,029.48
Less: Finance Cost	619.45	333.51	619.45
Profit Before Tax, Depreciation/Amortization	2,919.66	1,927.47	4,410.03
Less: Depreciation	408.44	357.07	669.09
Net Profit Before Taxation	2,511.22	1,570.40	3,740.94
Less: Deferred Tax	80.87	(82.31)	89.37
Less: Current Tax	560.10	377.22	570.10
Profit/(Loss) After Tax	1,870.25	1,275.49	3,081.47
Profit /(Loss) Carried to Balance Sheet	1,870.25	1,275.49	3,081.47
Profit /(Loss) after Tax attributable to Parent	2	-	2,910.17
Profit /(Loss) after Tax attributable to Minorities	=	-	171.30
Earnings Per Share (EPS)
Basic (R)	22.65	19.35	37.32
Diluted (%)	22.60	19.35	37.23

2. PERFORMANCE, RESULT OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS:

The Company on a Standalone basis has earned a Net Profit of 1,870.25 lakhs during the current Financial Year (Previous Year = 1,275.49 lakhs). Other financial details can be ascertained from the Audited Financial Statements. The Company on a Consolidated basis has earned a Net Profit of 3,081.47 lakhs during the current Financial Year. Other financial details can be ascertained from the Audited Financial Statements.

3. AMOUNT TRANSFERED TO RESERVES:

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

4. ANNUAL RETURN:

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

5. DIVIDEND:

The Board has not recommended any Dividend for the Financial Year 2024-2025 to improve liquidity and meet part of the Companys working capital requirements.

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

The Company is engaged in the business of manufacturing Cold Rolled Forming(CRF) products, including Railway Wagon Parts and Components, Sheet Piles, and Structures used in infrastructure. There has been no change in the Nature of the Companys Business during the reported Financial Year 2024- 2025.

7. CHANGES IN SHARE CAPITAL:

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

Type of Shares	Authorized Share Capital (INR)		Paid up Capital (INR)
	ESE MS RIA23)	?~As at 31.03.2024	PSs kisyiey45))	As at 31.03.2024
Equity Shares	20,00,00,000	15,00,00,000	9,18,76,430	8,19,80,000
Preference Shares	5,00,00,000	5,00,00,000	4,90,00,000	4,90,00,000
Total	25,00,00,000	20,00,00,000	14,08,76,430	13,09,80,000

8. DETAILS OF INITIAL PUBLIC OFFER (IPO):

The Company has issued 18,22,000 Equity Shares of \ 10/ each at a Premium of \ 304/ each aggregating to 5,721.08 Lakhs through Initial Public Offer. The Equity Shares of Cosmic CRF Limited have been listed on Bombay Stock Exchange with effect from June 30, 2023, in the SME segment.

9. UTILIZATION OF FUNDS RAISED THROUGH IPO:

During the year, the Company made usage of entire funds amounting to %5,721.08 Lakhs raised through Initial Public Offering (IPO) in accordance with objects mentioned in the prospectus. 10. DETAILS OF PREFERENTIAL ISSUE OF EQUITY SHARES: During the year 2023-24, the Company had issued 12,76,000 Equity Shares of = 10/- each at a Premium % 656/- each aggregating to \ 8,498.16 Lakhs to 15 allottees under Non-Promoters Category ona preferential basis. Out of the total funds raised of % 8,498.16 Lakhs, 2,403.40 Lakhs was utilized during the Financial Year 2023-24 by the Company. The remaining balance of 6,094.76 Lakhs have been utilized during the Financial Year 2024-25. Further, during the year 2024-25the Company issued 9,89,643 Equity Shares of = 10/ each at a Premium & 1,604/- each aggregating to 715,972.84 Lakhs to 10 allottees under Non-Promoters Category on a preferential basis. Additionally, the Company issued 3,15,000 warrants convertible into Equity Shares of \ 10/ each at a Premium

= 1,604/- each aggregating to 5,084.10 Lakhs (“Total Issue Size”) for cash upon receipt of 25% of the warrant subscription amount i.e. $1,271.02 Lakhs to 5 allottees under Promoters Category on a preferential basis. Out of the total funds raise from issue of Equity Shares and Convertible Warrants amounting to 17,243.86 Lakhs, 199.95 lakhs have been utilized for funding working capital requirements, 10,000 lakhs have been kept in Fixed Deposits and balance amount of %7,043.91 is kept in current account opened for the said Preferential Issue. The Company shall utilize 15,772.89 lakhs, and 1,271.02 Lakhs, unutilized amount being the proceeds of Equity Shares and Convertible Warrants issued on preferential basis respectively in upcoming year for specified purposes. Tl. DEPOSITS: During the year, Company has not accepted or renewed any public deposits from the public in terms of the directives issued by the Reserve Bank of India and the provisions of Section 73 to 76 or any other relevant provisions of the Companies Act, 2013, and the rules made thereunder hence information regarding outstanding deposits is not required. 12. DEMATERIALISATION OF SHARES: As on 31st March 2025, all shares (Equity and Preference)of the Company are held in dematerialized form, except for 9,89,643 equity shares and 49,00,000 preference shares held in physical form. The newly issued 9,89,643 equity shares are reflected as held in physical form as of 31st March 2025 due to the pending listing and trading approval from BSE, where the Companys equity shares are listed. Upon receipt of the requisite approvals from the stock exchange, all equity shares of the Company will be reflected as held in dematerialized form.

The Company is in process to dematerialize the preference shares.

The breakup of equity and preference shares held in dematerialized and physical form as on 31st March 2025 is as follows:

MODE	NO. OF SHARES	% TO CAPITAL
Share in Demat Mode with CDSL	53,65,700	38.09
Sharein Demat Mode with NSDL	28,352,500	20.10
Equity Shares in Physical Mode	9,89,643	7.03
Preference share in Physical Mode	49,00,000	34.78
TOTAL	1,40,87,643	100.000

The Company ISIN No. is INEQORAO1015, and Registrar and Share Transfer Agent is M/s. MAS Services Limited, New Delhi. 13. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT: There have been no material changes and commitments, if any affecting the financial position of the Company which have been occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of report. 14. DETAILS OF SUBSIDIARIES / JOINT VENTURES / ASSOCIATE COMPANIES: As on March 31, 2025, 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, 2025 your Company does not have any Joint Ventures and Associate Companies. Details w.r.t to subsidiary, Joint Ventures and Associate Companies in Form AOC-1 is appended as “Annexure I" to the Board report. 15. 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, Mrs. Purvi Birla (DIN: 02488423), Whole-Time Director of the Company w.e.f October, 2024 also receives remuneration of M/s. N.S. Engineering Projects Private Limited, subsidiary 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. 16. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Companies Act, 2013 (“the Act”) and applicable Rules made hereunder, the Listing Regulations read with AS 21-Consolidated Financial Statements, the Audited Consolidated Financial Statements relate to the Company (the parent) and its subsidiaries forms part of the Annual Report. 17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: All Related Party Transactions that were entered into during the Financial Year 2024-25 were on Arms Length Basis and were inthe Ordinary Course of business. There were no materially significant Related Party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as “Annexure 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.

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) shall be appointed as the Managing Director of the Company, for a term of five (5) years commencing from Olst December, 2025 to 30th November, 2030, liable to retire by rotation in accordance with the provisions of Section 152(6) and other applicable provisions of the Companies Act, 2013. Mrs. Purvi Birla (DIN: 02488423) shall be 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, liable to retire by rotation in accordance with the provisions of Section 152(6) and other applicable provisions of the Companies Act, 2013. Mr. Pawan Kumar Tibrewalla(DIN: 01056704) retires by rotation at the ensuing Annual General Meeting and being eligible, offer himselffor re-appointment in accordance with the provisions of Section 152(6)and other applicable provisions of the Companies Act, 2013. Mrs. Venus Kedia (DIN: 06422518)was appointed as the Independent Director of the Company with effect from 18th February, 2025. During the year under review, there was no change in Key Managerial Personnels) of the Company. 19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: (1) 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. (Il) 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 2024-2025, 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: During the Financial Year ended 31st March, 2025, the Company incurred CSR Expenditure of = 15.81 Lakhs against its CSR obligation \ 17.4854 Lakhs. After making adjustment of previous year excess amount of % 0.1380 Lakhs, there exists a shortfall = 1.5374 Lakhs. The reason for shortfall is unable to find suitable CSR Projects during the Financial Year. The shortfall amount of & 1.5374 Lakhs will be deposited to PMCARES Fund within the stipulated time. 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 shelterto 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 inculcate in them a spirit of self-reliance and a bright outlook for their future. The CSR Policy of the Company is available on the website of the Company under the heading “Codes & Policies” at https://cosmiccrf.com. The Companys CSR statement and report on the CSR activities undertaken during the Financial Year ended 3lst March, 2025, 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: As required under the provisions of Companies Act, 2013, and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, particulars of employees and related disclosures is part of this Annual report as “Annexure -IV". 22. MEETINGS

A. MEETINGS OF THE BOARD:

During the year under review, 10(Ten) Board Meetings were held and details are given as under:

Name of Directors	Number of Meetings Attended
Mr. Aditya Vikram Birla	10
Mrs. Purvi Birla	10
Mr. Pawan Kumar Tibrewalla
Mr. Binod Kumar Khaitan
Mr. Ashok Barnwal	10
Mrs. Venus Kedia	3

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

Annual General Meeting (AGM)	10.08.2024
Extraordinary General Meeting (EOGM)	18.02.2025

23. 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 10, 2025, to review the performance of Non-Independent Directors (including the Chairman) and the Board as whole. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties. Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the Independent Directors, the Board is of the opinion that the Independent Directors fulfil the conditions specified under the Act and the Regulations and are independent of the management. 24. DIRECTORS RESPONSIBILITY STATEMENT: The Directors, as referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Board of Directors to the best of their knowledge hereby state that: (a) In the preparation of the annual accounts, the applicable accounting standards had been followed in the preparation of the Annual Financial Statements for the year ended 31st March, 2025, 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 3lst March, 2025, 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, 2025, have been prepared ona 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. 25. DECLARATION BY INDEPENDENT DIRECTORS: All independent directors have, at the first meeting of the Board, furnished declarations in accordance with the provisions of Section 149(7) of the Companies Act, 2013, regarding meeting the criteria of independence laid down under Section 149(6) of the Companies Act, 2013, and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Mr. Binod Kumar Khaitan(DIN: 01713323), Mr. Ashok Barnwal (DIN: 01580287)and Mrs. Venus Kedia(DIN: 06422518) w.e.f. 18th February, 2025 appointed as Non-Executive and Independent Directors, have given the necessary declaration under Section 149, Section 164 and Section 184 of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. These declarations have been placed before the Board and were duly taken on record. 26. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR

DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION(3) OF SECTION 178: Pursuant to provisions of Section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee carried out evaluation of every directors performance and the Board has carried out formal annual evaluation of its own performance and that of its Committees and individual directors has been made. Further, the evaluation of the independent directors was carried out by the entire Board, excluding the director being evaluated.

The directors were satisfied with the evaluation results, which reflect the overall engagement of the Board and its Committees and on the basis of the report of the said evaluation, the present term of appointment of independent directors shall be continued with the Company. 27. COMPOSITION OF THE BOARD: The Board consisted of following members: -

SL.			DATE OF	ele Wele
NO.	NAME	DESIGNATION	APPOINTMENT	CESSATION
1.	Mr. Aditya Vikram Birla	Managing Director	14/07/2022	-
2.	Mrs. Purvi Birla	Whole Time Director	23/12/2022	-
3.	Mr. Pawan Kumar Tibrewalla	Non-Executive Director	21/12/2021	-
4.	Mr. Binod Kumar Khaitan	Independent Director	21/04/2023	-
5.	Mr. Ashok Barnwal	Independent Director	21/04/2023	-
6.	Mrs. Venus Kedia	Independent Director	18/02/2025	-
7.	Mr. Ram Pada Mandal	Chief Financial Officer	02/01/2023	-
8.	Ms. Trupti Upadhyay	Company Secretary	12/02/2024	-

28. COMMITTEES OF THE BOARD:

The Board of Directors has constituted following Committees and their details are hereunder: A. AUDIT COMMITTEE

As per provision of Section 177 and other applicable provisions of Companies Act, 2013, read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Board has constituted Audit Committee. The detailed composition of the members of the Audit Committee at present is given below:

SI. No.	NAME	DESIGNATION	POSITION IN THE COMMITTEE
1.	Mr. Ashok Barnwal	Independent Director	Chairman
	Mr. Aditya Vikram Birla	Managing Director	Member
	Mr. Binod Kumar Khaitan	Independent Director	Member
	.	.	Member
4.	Mrs. Venus Kedia	Independent Director	(Appointed w.e.f 18.02.2025)

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:

SI. No.		NAME	DESIGNATION	POSITION IN THE COMMITTEE
1.	Mr. Ashok Barnwal		Independent Director	Chairman
2.	Mr. Pawan Kumar Tibrewalla		Non-Executive Director	Member
3.	Mr. Binod Kumar Khaitan		Independent Director	Member
4.	Mrs.	Venus Kedia	Independent Director	Member
				(Appointed w.e.f 18.02.2025)

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:

SI. No.	NAME	DESIGNATION	POSITION IN THE COMMITTEE
1	Mr. Ashok Barnwal	Independent Director	Chairman
2.	Mr. Aditya Vikram Birla	Managing Director	Member
3.	Mr. Binod Kumar Khaitan	Independent Director	Member
4			Member
	Mrs. Venus Kedia	Independent Director
			(Appointed w.e.f 18.02.2025)

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:

SI. No.	NAME	DESIGNATION	POSITION IN THE COMMITTEE
1.	Mr. Aditya Vikram Birla	Managing Director	Member
2.	Mrs. Purvi Birla	Whole Time Director	Member
3.	Mr. Binod Kumar Khaitan	Independent Director	Member
4,			Member
	Mrs. Mrs. Venus Kedia	Independent Director
			(Appointed w.e.f 18.02.2025)

29. AUDITORS:

A. STATUTORY AUDITORS

M/s. GARV & Associates, Chartered Accountants (FRN No. 301094E), the Statutory Auditors of the Company, will hold office till the conclusion of the Annual General Meeting for a term of five consecutive years from Financial Year 2021-2022 to Financial Year 2026-2027. The Company has received a consent from the Statutory Auditors in accordance with the provisions of Section 141 of the Act. Further, the notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. There is no qualification, reservation, adverse remark or disclaimer by the auditors in their report. B. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and The Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014, the Companyhas appointed M/s. M Shahnawaz& Associates, Practicing Company Secretaries (Firm Reg. No: S2015WB331500), to undertake the Secretarial Audit of the Company for the Financial Year 2024-2025. The Secretarial Audit Report for the Financial Year ended March 31, 2025 is annexed herewith marked as “Annexure-V" to this Report. In accordance with the recent amendments to the Listing Regulations, the Board has recommended to the members for their approval, appointment of M/s. M Shahnawaz & Associates, Practising Company Secretary, as the Secretarial Auditor of the Company, for a term of 5 (five) consecutive financial years commencing from the Financial Year 2025-26 to 2029 30. C. INTERNAL AUDITOR AND INTERNAL AUDIT REPORT

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 Board of Directors of your Company appointed M/s. B. Nath & Co., Chartered Accountants (Firm Regn No-307057E), as Internal Auditors of the Company for the Financial Year 2024-2025. 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

M/s. Mandal Biswas Das Lodh & Co., Cost Accountants (Firm Reg. No.000484) has been appointed as Cost Auditors of the Company for the Financial Year 2024-2025. Cost Audit Report for the Financial Year 2024-2025 will be received and filed with ROC in Form CRA-4 within the due date. The Cost records as applicable to the Company are maintained in accordance with the Section 148(1) of the Companies Act, 2013. 30. AUDITORS REPORT: The observations, if any, made by the Statutory Auditors in their Audit Report together with the notes to accounts, as appended thereto are self-explanatory and hence does not call for any further explanation. The Auditors Report does not contain any qualification, reservation, adverse remark, or disclaimer. During the Financial Year 2024-25, 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 companys 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, 17A, 24A, 26A 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. These systems are designed keeping in view the nature of activities, location and various business operations. 34. MANAGEMNET DISCUSSION AND ANALYSIS REPORT: As required under the Listing Regulations, Management Discussion and Analysis Reportis presented in“Annexure VIand 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 applicableto the Company. However, pursuantto Section 1779) 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. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186: During the year under review, the Company has granted loans or made any investments in its subsidiary companies or provided any guarantees or security to the parties in compliance with the provisions laid under Section 186 of the Companies Act, 2013. 38. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING

THE GOING CONCERN STATUS AND COMPANYS OPERATION IN THE FUTURE:

A dispute has been raised by M/s Cosmic Ferro Alloys Ltd (CFAL) against the company related to Business Transfer Agreement (BTA) for claim of $1,033.34 Lakhs and an Arbitration Petion filed by CFAL under section 9 of Arbitration & Conciliation Act 1996 in Calcutta High Court. Company filed the Appeal challenging the Order dated 9th Aug 2023. Vide Order dated 30th August 2023, the Honble High Court at Calcutta modified the order dated. Tith August, 2023, and Directedto appoint an Ex-Supreme Court Judge to be appointed as an Arbitrator. Pursuant to the order of Honble High Court at Calcutta (Division Bench) dated 30th August, 2023, an Ex-Supreme Court Judge has been appointed as the Sole Arbitrator to adjudicate the issues and differences between the parties pertaining to the Business Transfer Agreement January 19, 2022, involving the contingent liability amounting to 1033.34 Lakhs. Several rounds of hearing have been done, but the instant matter still pending for adjudication and financial effect if any will be provided on settlement of the issue. The Company has submitteda Resolution Plan on 28th June 2024 for the acquisition of M/s. Amzen Transportation Industries Private Limited under CIRP. The bidding process commenced on 28th August 2024, in which initially there were several participants, however, in the last there were only two bidders including Cosmic CRF Limited. Thereafter, the opposing party, M/s. Myotic Trading Private Limited, was declared ineligible by the Committee of Creditors. They subsequently filed a writ petition with the NCLT, New Delhi Bench, making Cosmic CRF Limited a respondent. As on 3lst March 2025, the Company has taken up the issue with the NCLT, New Delhi, and the matter remains unresolved. However, the Company is hopeful of a favorable decision in connection to Resolution Plan submitted for acquisition of M/s. Amzen Transportation Industries Private Limited through CIRP. 39. RISK MANAGEMENT POLICY: With regard to the risk management policy, the risks associated with the Companys 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. 40. 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 women 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 no complaint was received during the year under review.

4. 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. 42. 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, 2025 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. 43. DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016: The Resolution Plan for acquisition of M/s. N. S. Engineering Projects Private Limited through NCLT vide order dated March 12, 2024 has been successfully executed and implemented. The Company has fully paid the total consideration amount of 2,876.01 Lakhs on 24th May 2024 payable for acquisition of M/s. N S Engineering Projects Pvt Ltd in compliance with the Order of Hon‘ble National Company Law Tribunal, Kolkata Bench, vide order dated March 12, 2024. During the year under review, there was an application along with Resolution Plan submitted by the Company under the Insolvency and Bankruptcy Code, 2016 for acquisition of M/s. Amzen Transportation Industries Private Limited under CIRP. The Resolution Plan was submitted on June 28, 2024 under Insolvency and Bankruptcy Code, 2016 and the decision is still pending as on the date of this Report. 44, 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. 45. HUMAN RESOURCES: Our employees are our core resources and the Company has continuously evolved policies to strengthen its employee value proposition. Your Company was able to attract and retain best talent in the market and the same can be felt in the past growth of the Company. The Company is constantly working on providing the best working environment to its Human Resources with a view to inculcate leadership, autonomy and towards this objective; Our Company makes all efforts on training. Our Company shall always place all necessary emphasis on continuous development of its Human Resources. The belief “Great People create Great Organization” has been at the core of the Companys approach to its people. 46. COMPANY RELATION: The Company has maintained good industrial relations on all fronts. Your directors wish to place on record their appreciation for the honest and efficient services rendered by the employees of the Company.

47. 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 23, 2025	DIN: 06613927	DIN: 02488423