Cosmo First Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2025

Your directors are pleased to present their 48^th Annual Report together with the Audited Statement of Accounts of
the Company for the year ended 31^st March 2025.

1. SUMMARY FINANCIAL RESULTS

The Financial Results of the Company for the year ended 31^st March 2025, were as follows:

	Standalone		Consolidated
Particulars	Year Ended 31st March 2025	Year Ended 31st March 2024	Year Ended 31st March 2025	Year Ended 31st March 2024
Net Sales	2,736	2,391	2,895		2,587
Other Income	68	65	74	68
EBITDA	301	213	362	251
EBITDA %	11%	9%	13%	10%
Finance Cost	97	85	100	89
Depreciation	96	85	100	89
Profit before Tax	108	43	163	72
Provision for Taxation
- Current Tax	19	8	32	15
- Deferred Tax	5	(3)	1	(1)
- Tax adjusted for earlier years	(4)	0.1	(3)	(3)
Profit After Tax	88	39	133	62
Earnings per Equity Share
Basic	34	15	51	24
Diluted	34	15	51		24

The Exports for the financial year are K 1506 Crores which is around 52% of total sales. The Company exports
to 80 countries across the globe.

As on 31^st March 2025, Net Debt/EBITDA stands at 2.7 times and Net Debt/Equity at 0.7 times. The Company’s
financials remain strong.

Net Worth and Book Value/share

				1,466 1,348
		1,191
620 680 741	854
381 456					495		513		559
			443						-¦
156 199 216 237 258 - 133 ^	*9 -9
2014-15 2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22 2022-23 2023-24 2024-25 Global Net Worth (INR Crores) M Book Value per Share

2. PERFORMANCE SNAPSHOT

During the Financial Year 2025, on consolidated basis the Company registered sales of K 2,895 crores vs
K 2,587 crores last year.

Consolidated EBITDA for the year was K 362 crores as against K 251 crores in financial year 2024 primarily
due to—

• Higher sales of speciality films (10% growth for the year);

• Cost rationalization of about K 25 crores;

• Better BOPP and BOPET films margins and

• Improved performance of specialty chemical subsidiary.

The Global Flexible Packaging Market is estimated to be
valued at $ 315 billion in 2025 and is expected to reach
$ 458 billion by 2032, growing at compound annual
growth rate (CAGR) of 5.5% from 2025 to 2032.¹

The India Flexible packaging market is worth $ 20 billion
in 2025, growing at an 11.46% CAGR and is forecast to hit
$ 35 billion by 2030.²

The flexible packaging market is experiencing growth
due to several factors including increased demand from
the food and beverage industry, the rise of e-commerce,
and the shift towards lightweight, convenient, and
sustainable packaging solutions. Advancements in
technology also contribute to this growth, enhancing shelf
life and product protection. As industries prioritize eco¬
friendly solutions and consumers seek convenience and
functionality, the flexible packaging market is poised to
further expand. Asia-Pacific region is the most desirable
market for manufacturers of flexible packaging due to its
high domestic demand and plentiful, low-cost labour.

With increasing long term demand potential for flexible
packaging, the Company has planned about 50% capacity
addition in flexible packaging business in phases. While
specialized BOPET line with annual capacity of 30k MT
got commissioned during FY23, the CPP line with annual
capacity of 22k MT got commissioned during FY25 and
BOPP line having annual capacity of 81k MT is expected
to get commissioned in Q1 FY26. CPP and BOPP lines
will be the world’s largest production capacity lines with
lower cost of production.

The Company’s focus shall continue to be on improving
speciality films, R&D efforts particularly on sustainability
which would yield results in coming years. These actions
would continue to de-commoditize business model and
would contribute in long term sustainable growth. The
Company’s speciality films sales stand at 71% during
FY25. On BOPET line as well, the company is kicking off
few specialty products which includes window films,
security films, PET-G films, and many others.

With significant investments in R&D and innovation,
Company has established itself as a pioneer in delivering
industry-specific and niche solutions to its customers.
Over the past four decades, the company has built
consumer trust in films for purposes such as flexible
packaging, labelling, insulation, cards, digital films, and
books and documents. Advancing toward a sustainable
and green future, focus is on developing films from mono¬
material structures that are easily recyclable, helping
customers reduce their carbon footprint.

In Speciality Chemicals the Company has three verticals
i.e. coating chemicals, masterbatch and adhesive. In each
of these segment the Company plans to cater to niche
speciality focused either to address current problem area
for the Industry or significantly better product compared
to currently available.

COATINGS CHEMICALS

The Global Industrial Coatings Market is projected to hit
the market valuation of $ 180 billion by 2033 from $ 118
billion in 2024 at a CAGR of 4.80% during the forecast
period 2025-2033.³

The India Industrial Coatings Market is expected to
register a CAGR of greater than 5% between 2025
and 2030.⁴

MASTERBATCHS

The masterbatch market size has grown strongly in
recent years. Global Master Batch Market will grow from
$ 9 billion in 2024 to $ 10 billion in 2025 at a compound
annual growth rate (CAGR) of 6.6%. The masterbatch
market size is expected to see strong growth in the next
few years. It will grow to $ 13 billion in 2029 at a compound
annual growth rate (CAGR) of 6.2%⁵. The growth in the

forecast period can be attributed to increasing demand
for plastics, preference for aesthetically pleasing and
functional plastic products, growth in packaging
industry, automotive industry expansion, demand for
masterbatch in electronic and electrical appliances.
Major trends in the forecast period include innovations
in masterbatch formulation and processing technologies,
adoption of eco-friendly and biodegradable masterbatch
formulations, customization and innovation, increased
investment in research and development, advancements
in plastics recycling.

Source: 1) httDs://www.coherentmarketinsiahts.com/market-insiaht/flexible-Dackaaina-market

2) httDs://www.mordorintelliaence.com/industrv-reDorts/india-fl exible-packaging-market

3) httDs://www.alobenewswire.com/n ews-release

4) httDs://www.mordorintelliaence.com/industrv-reDorts/india-industrial-coatinas-market

5) httDs://www.thebusinessresearchcomDanv.com/reDort/masterbatch-alobal-market-reDort

India Master Batch Market size was valued at H 8K Crores.
The substitution of metal with plastics across end-
use industries such as automotive and transportation,
building and construction, consumer goods, and
packaging is anticipated to be a crucial factor for the
increasing global market size in the forecast period.

ADHESIVES

The Global Adhesives Market size has grown strongly
in recent years. It will grow from $ 93 billion in 2024 to
$ 102 billion in 2025 at a compound annual growth rate
(CAGR) of 9.8%. The adhesives market size is expected to
see strong growth in the next few years. It will grow to
$ 143 billion in 2029 at a compound annual growth rate
(CAGR) of 8.7%.⁶ The growth in the forecast period can
be attributed to demand from the automobile industry,
increasing demand for adhesives from the building &
construction industry, rapid urbanization, and rising
demand from the packaging industry. Major trends in the
forecast period include automation and instrumentation
solutions, adopting 3D vision systems, investing in rapid
curing of adhesives, implementing ebeam technology,
focusing on developing innovative products, and
considering adopting IoT technologies.

The India Adhesives Market size is estimated at 3 billion
USD in 2024, and is expected to reach 4 billion USD by
2028, growing at a CAGR of 6.98% during the forecast
period (2024-2028)⁷.

Started in FY24, Cosmo Plastech is the end-to-end
rigid packaging solutions division of the Company that
specializes in creating customized packaging solutions
for a variety of fast-moving consumer goods (FMCG)
products. At Cosmo Plastech, injection moulding and
thermoforming techniques are used to manufacture
products, which are made from high-quality materials to
ensure durability and reliability.

Cosmo Plastech works closely with its clients to
understand their specific packaging needs and then
designs and manufactures customized containers to
meet those needs. Company’s expertise in injection
moulding and thermoforming techniques, as well as our
BOPP-based film, makes it a trusted partner for many
companies across the globe.

The phase one commercial production started in FY24
and phase two started in FY25. The annual capacity of
the Company for rigid packaging is 8KMT. The Company
also attained globally recognized FSSC 22000 food safety
certification, a mandatory requirement for packaging
material coming into direct contact with food. Earning
this rigorous accreditation required demonstrating
a systematic and meticulous approach to food
packaging production.

The annual capacity of the Company for Coating
Chemicals is 5KMT, Masterbatch is 10KMT and Adhesives
is 2.5KMT.

The Specialty Chemical subsidiary has achieved high
teens EBITDA with topline of H 187 crores in FY25. It
targets to reach 10% of Company’s consolidated revenue
in three years with 25% ROCE.

Cosmo Sunshield specializes in premium window film solutions designed for commercial buildings, residential
spaces and automotives with a wide range of Sun Protection Film, Safety Films and Privacy Films.

High Heat Rejection Sun Protection Window Films are engineered to deliver exceptional performance and efficiency
in even the harshest sunlight. Designed with advanced Nano Ceramic technology, these films reject up to 95% IR
which is responsible for heat buildup, significantly reducing interior temperatures and energy consumption through
cooling system.

Safety Window Films reinforce glass with impact resistance and shatter protection, helping prevent accidents
and injuries from broken glass. With high transparency, scratch-resistant and anti-graffiti properties, they offer a
clear, durable, and stylish layer of safety—making them an ideal, unobtrusive defence for any modern space. Cosmo
Sunshield combines innovation and aesthetics to enhance comfort, security, and style. These films reduce solar heat
and glare while blocking over 99% of harmful UV rays, ensuring unparalleled thermal comfort and energy efficiency.

Privacy Window Films provide effective privacy while maintaining natural light. They obscure the view from outside,
ensuring a discreet environment. Available in reflective and non reflective options, for mirror-like finish, these films
offer maximum privacy and a modern, sleek look while reducing heat and glare.

The commercial production of these films started in May 2025.

COSMO PPF

crcmom

The Company has launched the Cosmo PPF (Paint Protection Film) which delivers premium, high-performance paint
protection for vehicles engineered with cutting-edge technology, these films preserve the original paint finish, shield
against environmental damage and ensure a long-lasting, showroom-fresh and flawless look.

The Global Pet Care Market Size accounted for $ 346
billion in 2025 and is forecasted to hit around $ 644
billion by 2034, representing a CAGR of 7.10% from 2025
to 2034.)⁸

The Company’s Petcare division Zigly launched in
September 2021 follows an Omni Channel approach.
It offers complete Petcare solution. It has a team of
seasoned veterinarians with diverse expertise in critical
care services viz: surgeries, consultation, pathology,
radiology, pharmacy and vaccination. It offers premium
pet products and spa and grooming services for pets.
With 30 experience centers operational as on March
2025, the Company targets to have 50 experience
centres in next couple of years.

Key Features of Zigly’s Experience Centers

• Zigly Experience Centers feature state-of-the-art
infrastructure and offer the best quality pet products
& services under a single roof

• Exclusive and diverse pet product variety that includes
collars, harnesses, grooming equipment, accessories,
treats, toys, fashion, and a lot more

• Tie-ups with international brands to constantly offer
superior quality to our customers

• In-house grooming salon managed by experts to
ensure the highest hygiene standards

• Expert vet care services for trustworthy, timely and
accurate treatment of various pet ailments

• A vibrant and cozy space for pet parents to relax,
rejuvenate and mingle with other pet parents

Company recently launched the private Labels in the

name of “Zigly Lifestyle, Applod and Fur Pro”.

3. GROWTH

The Company has invested 1,180 crores in the last
3 years (including 502 crores in FY 25) in multiple
growth projects including BOPP, CPP & Polyester
lines, Metallizers, Coating lines, Window / PPF films,
Zigly and Rigid Packaging. These investments will
position the Company for significant revenue as well
as profitability ramp up in the coming years. The
Company is currently having five registered patents;
twelve in pipeline- seven in India and five overseas.

Your Company has three state of the art
manufacturing facilities spread in India with a total
installed capacity of -

• 196,000 MT per annum of BOPP films (9 lines)
Additional 81,200 MT expected to launch in
Q1FY26,

• 26000 MT per annum of Thermal Lamination Films
(7 lines),

• 40,000 MT per annum of Metalized Films (7 lines),

• 36,000 MT per annum of Coated Films (8 lines),

• 30, 000 MT per annum of CPP Films (3 lines),

• 7200 MT per annum of CSP Line (2line),

• 30,000 MT per annum of BOPET Line (1 line)

In Cosmo Speciality Chemicals, Company has
installed capacity of 5000 MT per annum of Coating
Chemicals, 10000 MT per annum of Masterbatches
and 2500MT per annum of adhesives.

During the year under review, your Company
incurred capital expenditure of H 502 Cr as compared
to H 297.34 Cr for Financial Year 2024. The capital
expenditure incurred during Financial Year 24-25
shall facilitate enhanced sale of speciality films &
rigid packaging, sustainability initiatives and solar
power as a source of energy.

The Company is working on several sustainability
projects-

CARBON FOOTPRINT REDUCTION - The Company
has achieved carbon footprint reduction of 0.94 lacs
MT equivalent CO₂ emission in FY25 and aiming to
achieve total 1.34 lacs MT equivalent Co2 emission
by FY 26.

RENEWABLE POWER - The roof top solar power
plants have been installed for all manufacturing
units. The Company is currently catering solar
renewable power through group captive plant and
raised total usage of renewable energy to close to
50% for FY25. The Company expects to increase its
usage to more than 2/3^rd of total consumption over
the next 1-2 years which would lead to power cost
rationalization of about 20-50 Crore per annum.

RAINWATER HARVESTING -The Company has taken
several steps towards rainwater harvesting. 28% of
the water consumed is being harvested.

WASTEWATER TREATMENT -The Company has
water treatment plants. 45% of the wastewater is
being reused.

NOISE REDUCTION -Noise reduction measures
were taken across our Waluj, Shendra, and Karjan
plants operations by using various noise control
technologies and strategic operational adjustments.
Acoustic enclosures are provided at high noise area
to reduce noise to 80-85 dB

WASTE GENERATION REDUCTION - The Company
has taken several steps to minimise the waste
generation. It has dedicated recycling plant for MLP
and Post-Industrial waste.

Several other sustainability initiatives are as under--

• Installation of Wet Scrubber for Thermopack
Boilers to improve resource efficiency and reduce
impact due to emissions, effluent discharge and
waste generated. Wet scrubber is used to reduce
the amount of air pollution. In wet scrubbing
processes, solid particles are removed from a gas
stream by transferring them to a liquid. The liquid
most commonly used is water.

• UV stabilized Synthetic Paper can be used to
replace PVC in outdoor promotional applications
for duration requirements up to one year.

• Working on 3R principles i.e. Reducing waste,
reusing and recycling resources and products

• Both BOPP and CPP films offer better yield, hence
enabling reduced consumption of plastics.

• Use of Water Based Coatings

• Offer a suitable substitute for aluminium foil in
form of its Ultra-High Barrier Films.

• Offer Oxo-Biodegradable Films

• Constant monitoring of parameters like noise,
illumination, ventilation, air quality etc.

• Offer mono layered structure for ease of recycling

• Partnering with some of the best global
brands to offer structure rationalization &
recyclability solutions.

• Invest in R&D and grow its speciality film
portfolio offering sustainable solutions for a
better tomorrow.

• Innovated heat-resistant BOPP film to facilitate
mono material structure.

• Focus on reducing Green House Gas missions,
green energy at plants, waste reduction, water
treatment etc.

• Reutilization of reprocessed granules from waste
material as input for film production,

• Continuous efforts to reduce water usage, waste
generation and GHG emissions.

• Manufacturing environment friendly, sustainable
polymers, which are easily recycled and reused in
a variety of ways.

These steps will not only contribute to the
environment but will also rationalize costs in
coming quarters.

The Company’s focus will be taking full leverage of the new investments, grow specialty film sales, expand in
international geographies and push down costs. The new film lines are the most cost-efficient and should make the
products more competitive in the market. Specialty Chemicals is already earning healthy ROCE. It targets to reach
about 10% of Company''s consolidated revenue in next three years with 25% ROCE.

5. RESEARCH AND DEVELOPMENT (R&D)

• Mass Spectrometer

• Thermo Gravimetric Analysis

• Barrier Testing (OTR & MVTR)

• UV Spot Coating and

® Screen Printing

• Dynamic Mechanical Analyzer
• Scanning Electron Microscope
• Optical Microscope

Infrastructure

• FTIR Microscope
• ANSI Barcode Scanner
• Dynamic Mechanical Analyzer
• Differential Scanning
Calorimetry

Cosmo First’s dedicated R&D team plays a crucial
role in keeping it ahead of the curve when it comes
to product innovation. Comprising of more than
30 scientists and technologists from esteemed
universities located worldwide, the team has
a wealth of global experience in areas such as
packaging, polymer engineering, biopolymers and
renewable energy material. The Company will keep
strengthening its R&D team and infrastructure to stay
ahead of the curve by focusing on the sustainable
product development.

The Company has outstanding track record of
continuous investment in R&D infrastructure by keep
adding new instruments and hiring of strong and
skilled analytical team The Company has developed

state-of-the-art analytical lab for PET and Pet-G
research. This would be very valuable in developing
new products as well as maintaining the quality of
regular products. This will also support for achieving
recyclability of PET.

The Company has acquired the KARO IV, a state-of-
the-art laboratory stretching machine from Bruckner
Maschinenbau, designed to revolutionize film
development and testing. The machine''s exceptional
properties include its flexibility to handle a wide
range of film types, such as BOPP and BOPET. The
KARO IV boasts advanced specifications, including
the capability for both sequential and simultaneous
stretching, precise temperature control for accurate
testing conditions, and an intuitive visualization
system for enhanced process control.

The Research and Development team has also
acquired the Nichrome VFFS (Vertical Form Fill Seal)
machine, an automated packaging system used to
form pouches from film, fill them with product, and
seal them in a vertical motion. The procurement of
VFFS helped to investigate the sealing behaviour
of laminate structure in house and also helped in
time saving.

The Company has successfully passed the Indirect
food test for C1049 (DTP) TC and direct FAD at film
touching to food side (Non-coated side).

We have achieved CSP Recyclability Certification. It
is certified by well know agency in Europe (Cyclos-
HTP Institute).

The Company launched several new products during
the financial year in various categories of Packaging,
lamination, labelling & synthetic paper applications.
Some of the notable product developments are
HP Indigo printable Cosmo Synthetic Paper for
Photo Album application, Static and Block-Free
Cosmo Synthetic Paper, UV inkjet Printable Coated
Label, Green-Graphic self adhesive Film (Glossy
Version), Phenol Free DTP product, Metallized CPP
film with high metal bond strength, High speed
barrier film and Inner sealing Film for snacks and
confectioneries, Metallized CPP film with high metal
bond strength etc.

6. SUBSIDIARIES

The Company has ten subsidiaries including step
down subsidiaries. Pursuant to Section 129(3) of
the Companies Act, 2013 and Accounting Standards
issued by the Institute of Chartered Accountants of
India, Consolidated Financial Statements presented
by the Company include the Financial Statements of
its Subsidiaries.

Consolidated Financial Statements form part of this
Annual Report. Statement containing the salient
features of the financial statement of the Company’s
subsidiaries in Form AOC-1, is enclosed to this
Annual Report.

In terms of provisions of Section 136 of the
Companies Act, 2013, the Company place separate
audited accounts of the Subsidiary Companies on its
website at https://www.cosmofirst.com/disclosure-
under-regulation

The subsidiaries of Cosmo First Limited as on 31^st
March 2025, are listed hereunder:

• CF (Netherlands) Holdings Limited B.V.

• Cosmo Films Japan, GK

• Cosmo Films Singapore Pte Limited

• Cosmo Films Korea Limited

• Cosmo Films Inc.

• CF Investment Holding Private (Thailand)
Company Limited

• Cosmo Speciality Chemicals Private Limited

• Cosmo Speciality Polymers Private Limited

• Cosmo Global Films Private Limited

• Zigly Pet Ventures Limited*

*During the year, the Company has incorporated
a wholly owned subsidiary i.e. Zigly Pet Ventures
Limited on 03^rd June, 2024

During the year, the Thermal Lamination Films
production line of Cosmo Films Korea Limited,
a wholly owned Subsidiary of the Company was
relocated to India at Company’s existing plant at SEZ,
Shendra, Chhatrapati Sambhajinagar, Maharashtra.

Cosmo Films Korea Limited currently operates as
marketing, sales, and distribution outfit in Korea
for the Company’s products manufactured in
India. This initiative enabled the Company to realize
the benefits of cost optimization and improved
capacity utilization.

This line has since been relocated to India at
Company’s existing plant at SEZ, Shendra,
Chhatrapati Sambhajinagar, Maharashtra. The line
has commissioned commercial production from
1^st March, 2025.

Subsidiary’s last year EBITDA stood at H 61 Crores.

7. SHARE CAPITAL

During the year under review, there was no change
in the Company’s issued, subscribed and paid-up
equity share capital. On 31^st March, 2025, it stood at
H 26.25 Cr divided into 26249727 equity shares of
10/- each.

8. RESERVE

During the year, ^4-2.70 crore has been transferred
from Special Economic Zone (SEZ) Re-investment
Reserve on utilisation of the reserve in accordance
with Section 10AA(2) of the Income-tax Act, 1961.
Further, an amount of ^53.85 crore has been
transferred to the said reserve out of the profit of
the Company’s SEZ unit for the year.

9. RETURN TO SHAREHOLDERS

The Board of Directors of the Company recommended
Equity dividend of H 4/-per share for the year ended
31^st March 2025 amounting to H 10.50 Crores.

Previous Year Company declared dividend of H 3/-
(30%) per Equity Share of H 10/- each amounting to
H 7.87 Crores.

In terms of Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“Listing
Regulations”) the Dividend Distribution Policy is available
on the Company’s website at https://www.cosmofirst.
com/investors/policies-and-code-of-conduct

Cosmo is committed to maintaining best standards
of Corporate Governance and has always tried to build
the maximum trust with shareholders, employees,
customers, suppliers and other stakeholders.

A separate section on Corporate Governance forming
part of the Directors’ Report and the certificate
from the Practicing Company Secretary confirming
compliance of the Corporate Governance norms as
stipulated in the Listing Regulations is included in
the Annual Report in Annexure - A.

11. INTERNAL FINANCIAL CONTROL AND ITS
ADEQUACY

The Board has adopted policies and procedures for
ensuring the orderly and efficient conduct of its
business, including adherence to Company''s policies,
safeguarding of its assets, prevention and detection
of fraud, error reporting mechanisms, accuracy and
completeness of the accounting records, and timely
preparation of reliable financial disclosures.

The Internal Financial control is supplemented by
an extensive program of internal audit conducted
by in house trained personnel and external
firm of Chartered Accountants appointed on
recommendation of the Audit Committee and the
Board. The audit observations and corrective action,
if any, taken thereon are periodically reviewed by
the Audit committee to ensure effectiveness of
the Internal Financial Control System. The internal
financial control is designed to ensure that the
financial and other records are reliable for preparing
financial statements and other data, and for
maintaining accountability of persons.

Cosmo has a robust process in place to identify key
risks across the organisation and prioritise relevant
action plans to mitigate these risks. The Company
has constituted a Risk Management Committee
which has been entrusted with the responsibility
to assist the Board in (a) approving the Company’s
Risk Management Framework and (b) Overseeing
all the risks that the organization faces such as
strategic, financial, liquidity, security, regulatory,
legal, reputational and other risks that have been
identified and assessed to ensure that there is a
sound Risk Management Policy in place to address
such concerns / risks. The Risk Management process
covers risk identification, assessment, analysis
and mitigation. Incorporating sustainability in the
process also helps to align potential exposures with
the risk appetite and highlight risks associated with
chosen strategies.

The risk management procedure is reviewed by the
Audit Committee and Board of Directors on regular
basis at the time of review of quarterly financial
results of the Company. The Audit Committee has
additional oversight in the area of financial risks
and controls. Major risks identified by the business
and functions are systematically addressed through
mitigating actions on a continuing basis.

A report on the various risks that may pose challenge
to your Company are set out as a part of Management,
Discussion and Analysis section of this report.
Details of the composition of the Risk Management
Committee, Meetings held, attendance of the
Directors at such Meetings and other relevant details
are provided in the Corporate Governance Report.

12. VIGIL MECHANISM / WHISTLE BLOWER
POLICY

The Company has adopted a Whistle Blower Policy
establishing vigil mechanism, to provide a formal
mechanism for the Directors and employees to report
their concerns about unethical behaviour, actual or
suspected fraud or violation of the Company’s Code
of Conduct or ethics policy without fear of reprisal.
The policy is accessible on the Company’s website at
https://www.cosmofirst.com/investors/policies-and-
code-of-conduct

13. DIVERSITY OF THE BOARD

The Company believes that diversity is important to
the work culture at any organisation. In particular,
a diverse Board, among others, will enhance the
quality of decisions by utilizing different skills,
qualifications and professional experience for
achieving sustainable and balanced development.

| Executive Director
| Independent Non Executive Director

(A) CHAIRMAN

Mr. Ashok Jaipuria, is the Chairman & Managing
Director of the Company. His present tenure of five
years is from 02^nd April 2024 to 01^st April 2029

(B) APPOINTMENT AND RE-APPOINTMENT OF
DIRECTORS

Mr. Anil Kumar Jain, designated as Director- Corporate
Affairs is Whole time Director of the Company. His
present tenure of five years is from 01^st October
2024 to 30^th September 2029.

He falls under the category of retirement by rotation.
He is liable to retire by rotation at the ensuing Annual
General Meeting and being eligible offers himself for
re-appointment.

The tenure of Mr. Rakesh Nangia, Non Executive
Independent Director is expiring on 9^th November,
2025. The Board of Directors in its meeting held
on 20^th May, 2025, on the recommendation of the
HR, Nomination & Remuneration Committee and
subject to the approval of members of the Company
reappointed him for second consecutive term of five
years w.e.f. 10^th November, 2025.

The details of the proposed appointment/
reappointment of Directors are mentioned in the
Explanatory Statement under Section 102 of the
Companies Act, 2013 of the Notice of 48^th Annual
General Meeting (AGM) of your Company.

(C) CESSATION OF DIRECTOR

Mr. Har Kishanlal Agrawal, Independent Director of
the Company retired from his position on completion
of second consecutive term of five years on 24^th
July, 2024.

(D) STATUS OF OTHER DIRECTORS

Ms. Yamini Kumar designated as Director (Corporate
Strategy, ESG & CSR) was appointed as Whole Time
Director of the Company for a tenure of 5 year w.e.f
12^th February 2025. Her appointment was approved
by the members of the Company through postal
ballot on 26^th March 2025. Her present tenure is from
12^th February 2025 till 11^th February 2030

Mr. Pratip Chaudhuri is acting as Non Executive
Independent Director w.e.f. 11^th February 2025.
During the year, he was reclassified from Non¬
Executive Non- Independent Director to Non
Executive Independent Director. The change in
classification was approved by the members of the
Company through postal ballot on 26^th March 2025.
His present tenure of five years is from 11^th February
2025 to 10^th February 2030.

Mr. Hoshang Noshirwan Sinor, is acting as
Independent Director of the Company. His second
term as Independent Director is completing on
21^st May, 2025; During the year, the Board of Directors
on the recommendation of the Nomination &
Remuneration Committee approved his appointment
as Non Executive Non Independent Director w.e.f.
22^nd May, 2025. His appointment as Non Executive
Non Independent Director (liable to retire by rotation)
was approved by the members of the Company
through postal ballot on 26^th March, 2025.

Mr. Arjun Singh, is acting as Independent Director of
the Company. His present tenure of five years is from
27^th October, 2021 to 26^th October, 2026.

Ms. Alpana Parida is acting as Independent Director
of the Company. Her present tenure of 5 years is from
15^th May, 2024 till 14^th May, 2029.

Mr. Anil Wadhwa is acting as Independent Director
of the company. His present tenure of 5 years is from
23^rd May, 2023 till 22^nd May, 2028.

Mr. Yash Pal Syngal is acting as Independent Director
of the company. His present tenure of 5 years is from
8^th November, 2023 till 7^th November, 2028.

(E) INDEPENDENT DIRECTORS DECLARATION

The Company has received necessary declaration
from each Independent Director under section
149(7) of the Companies Act, 2013 that they meet
the criteria of independence laid down in section
149(6) of the Companies Act, 2013 and Regulation
16 of Listing Regulations.

15. STATEMENT OF BOARD OF DIRECTORS

The Board of Directors of the Company are of the
opinion that the Independent Directors of the
Company appointed/re-appointed during the year
possess integrity, relevant expertise and experience
(including the proficiency) required to best serve the
interest of the Company. The Independent Directors
have confirmed compliance of relevant provisions
of Rule 6 of the Companies (Appointments and
Qualifications of Directors) Rules, 2014.

16. KEY MANAGERIAL PERSONNEL

During the year under review, there was no change
in KMP of the Company. The following personnel’s
continue as KMPs as per the definition under Section
2(51) and Section 203 of the Companies Act, 2013:

1. Mr. Ashok Jaipuria, Chairman & Managing Director

2. Mr. Anil Kumar Jain, Director - Corporate Affairs

3. Mr. Pankaj Poddar, Chief Executive Officer

4. Mr. Neeraj Jain, Chief Financial Officer

5. Ms. Jyoti Dixit, Company Secretary

17. FAMILIARIZATION PROGRAMME FOR THE
INDEPENDENT DIRECTORS

The Company follows a well-structured induction
programme for orientation and training of Directors
at the time of their joining so as to provide them with
an opportunity to familiarise themselves with the
Company, its management, its operations and the
industry in which the Company operates.

At the time of appointing a Director, a formal letter
of appointment is given to him/her, which inter alia
explains the role, function, duties and responsibilities
expected of him/her as a Director of the Company.
The Director is also explained in detail the Compliance
required from him/her under the Companies Act,
2013, the Listing Regulations and other relevant
regulations and affirmation taken with respect to
the same.

The induction programme includes:

1) For each Director, a one to one discussion with the
Chairman and Managing Director to familiarise
the former with the Company’s operations.

2) An opportunity to interact with the CEO, CFO
& Company Secretary, business heads and
other senior officials of the Company, who also
make presentations to the Board members
on a periodical basis, briefing them on the
operations of the Company, strategy, risks, new
initiatives, etc.

The details of the familiarisation programme may
be accessed on the Company’s corporate website
at https://www.cosmofirst.com/disclosure-under-
regulation

18. REMUNERATION POLICY

Your Company is driven by the need to foster a
culture of leadership with mutual trust. Cosmo’s
remuneration policy, which is aligned to this
philosophy, is designed to attract, motivate, retain
manpower and improve productivity by creating a
congenial work environment, encouraging initiative,
personal growth and teamwork besides offering
appropriate remuneration package. Pursuant to the
applicable provisions of the Companies Act, 2013 and
the Listing Regulations, the Board, in consultation
with its HR, Nomination & Remuneration Committee,
has formulated a framework containing, inter-alia,
the criteria for performance evaluation of the entire
Board of the Company, its Committees and Individual
Directors, including Independent Directors.

Members can download the complete remuneration
policy on the Company’s website at https://www.
cosmofirst.com/investors/policies-and-code-of-
conduct

Disclosure of details of payment of remuneration
to Managerial Personnel under Schedule V(C)(6)
of Listing Regulations forms part of the Corporate
Governance Report.

19. PERFORMANCE EVALUATION OF THE
BOARD, COMMITTEES AND INDIVIDUAL
DIRECTORS

In terms of provisions of Companies Act, 2013
read with the Rules issued thereunder and Listing
Regulations, the Board has adopted a formal
mechanism for evaluating the performance of
its Board, Committees and individual Directors,
including the Chairman of the Board. Further, a
structured performance evaluation exercise was
carried out based on criteria such as:

• Board/Committees composition;

• Structure and responsibilities thereof;

• Ethics and Compliance;

• Effectiveness of Board processes;

• Participation and contribution by members;

• Information and functioning;

• Specific Competency and Professional Experience
/Expertise;

• Business Commitment & Organisational Leadership;

• Board/Committee culture and dynamics; and

• Degree of fulfilment of key responsibilities, etc.

The performance of Board, Committees thereof,
Chairman, Executive and Non-Executive Directors
and individual Directors is evaluated by the Board/
Separate meeting of Independent Directors. The
results of such evaluation are presented to the Board
of Directors.

20. BOARD AND COMMITTEE MEETINGS
Diversity of Board/Committee’s

¦ Board of Directors ¦ Audit Committee

¦ HR, NRC ¦ Stakeholder Committee

ED: Executive Director; ID: Non-Executive Independent

During Financial Year 2025, Five(5) meetings of
the Board of Directors, Four (4) Audit Committee

meetings, Four (4) HR, Nomination & Remuneration
committee meetings and Four (4) Stakeholder
Relationship committee meetings were held. The
intervening gap between the meetings was within
the period prescribed under the Companies Act,
2013 and Listing Regulations.

Details of the composition of the Board and its
Committees and of the Meetings held, attendance
of the Directors at such Meetings and other
relevant details are provided in the Corporate
Governance 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.

21. AUDITORS

(a) Statutory Auditors

M/s. S.N. Dhawan & Co. LLP, Chartered Accountants
(ICAI Firm Registration No. 000050N/N500045)
retire as auditors of the Company at the ensuing
Annual General Meeting and seek reappointment
at the ensuing Annual General Meeting of the
Company. The Company has received a letter from
M/s. S.N. Dhawan & Co. LLP, Chartered Accountants,
expressing their willingness to be reappointed as
statutory auditors of the Company and further
confirmed that their reappointment, if made,
will be in compliance with provisions of Section
141(3) of the Companies Act, 2013. The Board on
the recommendation of Audit Committee has
proposed to appoint M/s. S.N. Dhawan & Co. LLP,
Chartered Accountants, as statutory auditors of the
Company for the period of five (5) years starting
from the conclusion of the ensuing Annual General
Meeting (AGM) and continuing until the conclusion
of the Fifty-Third (53^rd ) Annual General Meeting of
the Company, which is scheduled to be held in the
calendar year 2030.

Additionally, for the financial year 2025, there are no
observations (including any qualification, reservation,
adverse remark or disclaimer) of the Auditors in their
Audit Report that may call for any explanation from
the Directors. Further, the notes to accounts referred
to in the Auditor’s Report are self-explanatory.

During the year, the Auditor had 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) of the Companies Act, 2013.

(b) Secretarial Auditors

Pursuant to the recent amendments under the
SEBI (LODR) Regulations, 2015, the Company has
received a letter from M/s BLAK & Co., Company
Secretaries (PR No. 1844/2022), expressing their
willingness to be appointed as the Secretarial Auditor
of the Company. They have further confirmed that
their appointment, if made, will comply with the
provisions of Regulation 24A(1A) of the SEBI (LODR)
Regulations, 2015.

The Board on the recommendation of Audit
Committee has proposed the appointment of M/s
BLAK & Co., Company Secretaries, as the Secretarial
Auditor of the Company for a period of five (5) years
from financial year 2026 to financial year 2030.

Additionally, for the financial year 2025, the
Secretarial Audit Report is annexed as Annexure - B
to this report. The Secretarial Auditor has not made
any qualifications, reservations, or adverse remarks
in the report. Furthermore, during the year, the
Auditor did not report any matters under Section
143(12) of the Companies Act, 2013. Therefore, no
disclosures are required under Section 134(3) of the
Companies Act, 2013.

(c) Cost Auditors

Mr. Jayant B. Galande, Cost Accountants were
appointed as Cost Auditors of the Company for
the Financial Year 2025. In accordance with the
provisions of Section 148 of the Companies Act,
2013 read with the Companies (Audit and Auditors)
Rules, 2014, since the remuneration payable to
the Cost Auditors is required to be ratified by the
shareholders, the Board recommends the same for
approval by shareholders at the ensuing AGM.

In terms of the Section 148 of the Companies Act,
2013 (‘the Act’) read with Rule 8 of the Companies
(Accounts) Rules, 2014, it is stated that the cost
accounts and records are made and maintained
by the Company as specified by the Central
Government under sub-section (1) of Section 148
of the Companies Act, 2013.

During the year, the Auditor had 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) of the Companies Act, 2013.

22. RELATED PARTY TRANSACTION

With reference to Section 134(3) (h) of the Companies
Act, 2013, all contracts and arrangements with
related parties under Section 188(1) of the
Companies Act, 2013, entered into by the Company
during the Financial Year, were in the ordinary course

of business and on an arm’s length basis. The details
of the related party transactions as required under
Indian Accounting Standard are set out in Note 44
to the standalone financial statements forming part
of this Annual Report.

As per the Listing Regulations, all related party
transactions are placed before the Audit Committee
for approval. Prior omnibus approval of the Audit
Committee has been obtained for the transactions
which are of unforeseen and repetitive nature. The
transactions entered into pursuant to the omnibus
approval are presented to the Audit Committee
by way of a statement giving details of all related
party transactions. The Company has developed a
Related Party Transactions Policy for the purpose of
identification and monitoring of such transactions
and can be accessed on the Company’s website at
https://www.cosmofirst.com/investors/policies-and-
code-of-conduct.

No Material Related Party Transactions (i.e. one
thousand crore or ten per cent of the annual
consolidated turnover of the listed entity as per the
last audited financial statements, whichever is lower)
were entered during the year by your Company
except the sale to its wholly owned subsidiary- Cosmo
Films Inc. As per Listing Regulations, transactions
entered into between a holding company and
its wholly owned subsidiary whose accounts are
consolidated with such holding company and placed
before the shareholders at the general meeting for
approval are exempt from obtaining shareholders’
approval. Therefore, the disclosure of the Related
Party Transactions as required under Section
134(3(h) of the Act in Form AOC-2 is not applicable
to the Company for FY25 and, hence, the same is not
required to be provided.

23. MANAGEMENT’S DISCUSSION AND
ANALYSIS REPORT

Pursuant to regulations 34 of the Listing Regulations,
Management’s Discussion and Analysis Report for
the year is presented in a separate section forming
part of the Annual Report.

24. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

Pursuant to regulations 34 of the Listing Regulations,
Business Responsibility and Sustainability Report for
the year is presented in a separate section forming
part of the Annual Report.

25. DEPOSITS

The Company has not accepted deposit from
the public within the ambit of Section 73 of
the Companies Act, 2013 and the Companies
(Acceptance of Deposits) Rules, 2014.

26. ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO

The details of energy conservation, technology
absorption and foreign exchange earnings and outgo
as required under Section 134(3) of the Companies
Act, 2013, read with the Rule 8 of Companies
(Accounts of Companies) Rules, 2014 is annexed
herewith as Annexure - C to this report.

27. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The Company have duly complied with the provision
of Section 186 of the Companies Act, 2013 during the
year under review. The details of loans, guarantees
and investments are covered in the notes to the
Financial Statements.

28. PROCEEDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016

The Company has not filed any application and no
proceeding is pending against the Company under
the Insolvency and Bankruptcy Code, 2016, during
the year under review.

29. DIFFERENCE IN VALUATION DONE AT THE
TIME OF ONE-TIME SETTLEMENT AND
THE VALUATION DONE WHILE TAKING
LOAN FROM THE BANKS/ FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS
THEREOF

The Company has not made any one-time settlement
with the banks or financial institutions, therefore, the
same is not applicable.

30. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS

During the year under review, no significant / material
orders were passed by the regulators or the Courts
or the Tribunals impacting the going concern status
and the Company’s operations in future.

31. CHANGE IN NATURE OF BUSINESS, IF ANY

There was no change in the nature of business during
the year under review.

32. MATERIAL CHANGES AND COMMITMENTS,
IF ANY, AFFECTING FINANCIAL POSITION OF
THE COMPANY

There were no other material changes / commitments
affecting the financial position of the Company or
that may require disclosure, between 31^st March
2025 and the date of Board’s Report.

33. LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual
Listing Fees for the year Financial Year 2025 to the
NSE and the BSE where the Company’s equity shares
are listed.

34. ANNUAL RETURN

Pursuant to the provisions of section 92(3) of the
Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014, the
Annual Return of the Company is available on the
website of the Company at the link: https://www.
cosmofirst.com/investors/notifications-notices.

35. INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)

Details of Unclaimed Dividend and Shares transferred
to IEPF during Financial Year 2024-25 are given in
Corporate Governance Report.

The auditors had reported delay of 19 days in transfer
of unpaid dividend for FY 2016-17 to IEPF Account.
The delay was caused due to reasons beyond the
control of the Company.

36. CORPORATE SOCIAL RESPONSIBILITY
EDUCATION TO 68,000 STUDENTS

Computer Literacy Program

Covers students from class I to XII
every year

Cosmo Gyan Vihar Kendra

I ABC Identifies, enroll and grade from Class
I to VII every year to strengthen their
reading & writing skills.

Basic Learning

Implementation in primary schools

As a socially responsible Company, Cosmo is
committed to increasing its Corporate Social
Responsibility (CSR) impact with an aim of playing
a bigger role in sustainable development of our
society. In pursuit of this objective, a Corporate Social
Responsibility (CSR) Committee had been formed
by the Company which oversees and facilitates
deliberation on the social and environmental
consequences of each of the decisions made by
the Board.

The Company has bagged:

• the “Fastest Growing Enterprise of the Year 2024”
award at the Modern Plastics Award 2024

• the SIES SOP Star Award for Packaging Materials &
Components for multiple products

• the prestigious Forbes Asia Best Under a billion
Companies Awards 2023

• the IFCA Star Awards 2023 in the innovative category

• the “Most Enterprising Business Award” from the
prestigious Entrepreneur Magazine

• the top 100 D2C retail businesses of the year for
Petcare division Zigly by the Retailer Magazine

• ET Leadership Excellence Award to Mr. Pankaj
Poddar for Excellence in the Manufacturing of Films
and Chemicals

• the Top 10 Companies from India in the Forbes Asia
Best Under A Billion 2022 list

• Ranked as one of India’s Fastest Growing Companies
by BW Business World Magazine

The Company has in place a Corporate Social
Responsibility Policy pursuant to the provisions of
Section 135 of the Companies Act, 2013 read with
the Companies (Corporate Social Responsibility
Policy) Rules, 2014.

The initiatives undertaken by your Company during
the year have been detailed in CSR Section of this
Annual Report. The Annual Report on CSR activities
in accordance with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, is set out herewith
as Annexure - D to this Report.

37. PROMOTION OF WOMEN’S WELL BEING AT
WORK PLACE

Cosmo First 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 the
Rules thereunder for prevention and redressal of
complaints of sexual harassment at workplace. The
Company has complied with provisions relating to
the constitution of Internal Complaints Committee
under the said act. The details related to Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 forms a part of
Corporate Governance Report.

38. PARTICULARS OF EMPLOYEES AND
RELATED DISCLOSURES

The information required pursuant to Section
197(12) of the Companies Act, 2013 read with Rule
5(1) of Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is also enclosed
as Annexure - E to this Report.

The information pursuant to Section 197(12) of the
Companies Act, 2013 read with Rule 5(2) & 5(3) of
the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 pertaining
to the top ten employees in terms of remuneration
drawn and their other particulars also form part of
this report. However, the report and the accounts
are being sent to the members excluding the
aforesaid annexure. In terms of Section 136 of the
Companies Act, 2013, the said annexure is open for
inspection at the Registered Office of the Company.
Any shareholder interested in obtaining a copy of the
same may write to the Company Secretary.

39. EMPLOYEE STOCK OPTIONS

The Company has an Employee Stock Option Plan for
the Employees of the Company and its Subsidiaries
named as Cosmo Films Shares Based Employee
Benefit Scheme, 2021 (“CF SBEB Scheme”). The Plan
is in compliance with the SEBI (Share Based Employee
Benefits) Regulations 2014 and is administered by
the HR, Nomination and Remuneration Committee
of the Board constituted by the Company pursuant
to the provision of Section 178 of the Companies Act,
2013 and Listing Regulations.

The details of the CF SBEB Scheme form part of the
Notes to accounts of the Financial Statements in this
Annual Report and also available on our website at
www.cosmofirst.com.

40. DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to the section 134 (5) of the Companies
Act, 2013, the Board of Directors, to the best
of knowledge and belief and according to the
information and explanations obtained by them,
hereby confirm that:

I. In preparation of the annual accounts,
applicable accounting standards have been
followed along with proper explanation relating
to material departures.

II. Accounting policies selected were applied
consistently. Reasonable and prudent
judgments and estimates are made so as to
give a true and fair view of the state of affairs of
the Company as of 31^st March 2025 and of the
profits of the Company for the year ended on
that date.

III. Proper and sufficient care has been taken
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 annual accounts of the Company have been
prepared on a going concern basis.

V. Proper Internal Financial Controls were in place
and that the Financial Controls were adequate
and were operating effectively.

VI. Systems to ensure compliance with the
provisions of all applicable laws were in place
and were adequate and operating effectively.

42. SECRETARIAL STANDARDS

During the Financial year 2025, the Company has
complied with applicable Secretarial Standards
issued by the Institute of the Company Secretaries
of India.

43. CAUTIONARY STATEMENT

This report will include ‘Forward-Looking Statements,’
such as statements about the implementation
of strategic plans and other statements about
Cosmo First’s potential business developments
and financial results. While these statements
reflect the Company’s current assessments and
future expectations, several risks, uncertainties, and
unknown factors could cause actual results to differ
significantly from those anticipated.

44. ACKNOWLEDGEMENT

Your Directors would also like to extend their
gratitude for the co-operation received from financial
institutions, the Government of India and regulatory
authorities, and the governments of the countries
we have operations in. The board places on record its
appreciation for the continued support received from
customers, vendors, retailers and business partners,
which is indispensable in the smooth functioning
of Cosmo. Your Directors also take this opportunity
to thank all investors and shareholders, and the
stock exchanges for their continued support. Your
Directors place on record their deep appreciation to
employees at all levels for their hard work, dedication
and commitment. Their contribution to the success
of this organization is immensely valuable.

For and on behalf of the Board of Directors

Date: 20^th May 2025 Ashok Jaipuria

Place: New Delhi Chairman

---

Mar 31, 2024

Your directors are pleased to present their 47^th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31^st March 2024.

1. SUMMARY FINANCIAL RESULTS

The Financial Results of the Company for the year ended 31^st March 2024, were as follows:

(?. in Crores)

	Standalone		Consolidated
Particulars	Year Ended 31st March 2024	Year Ended 31st March 2023	Year Ended 31st March 2024	Year Ended 31st March 2023
Net Sales	2,391	2,742	2,587	3,065
Other Income	65	58	68	52
Profit before Interest, Depreciation and Tax	213	396	251	434
Finance Cost	85	52	89	55
Depreciation	85	69	89	75
Profit before Tax	43	275	72	304
Provision for Taxation
- Current Tax	8	48	15	57
- Deferred Tax	(3.3)	19	(1.4)	09
-Tax adjusted for earlier years	0.1	(6)	(3)	(6)
Profit After Tax	39	214	62	244
Earnings per Equity Share
Basic	15	80	24	91
Diluted	15	78	24	89

2. PERFORMANCE SNAPSHOT

During the FY24, on consolidated basis the Company registered sales of f 2,587 Crores vs f 3,065 Crores last year. Consolidated EBITDA for the year was f 251 Crores as against f 434 Crores in FY23 primarily due to margin pressure in BOPP & BOPET industry due to commissioning of several new production lines during last 18 months. However, the Company has outperformed the industry at large due to higher sales of speciality films.

On Standalone basis, the Company registered sales of f 2391 Crores vs f 2,742 Crores last year. Standalone EBITDA for the year changed to f 213 Crores against f 396 Crores in FY23 primarily for the reasons explained above.

As on 31^st March 2024, consolidated Net Debt/ EBITDA stands at 2.2 times and Net Debt/Equity at

0.4 times. The Company’s financials remain strong.

The Global Flexible Packaging Market size in terms of production volume is expected to grow from 34.67 Million tonnes in 2024 to 40.94 Million tonnes by 2029, at a CAGR of 3.38% during the forecast period (2024-2029)¹. Asia-Pacific flexible packaging market share is anticipated to exhibit a CAGR of 5.02% during the period 2023-2031². The India Flexible packing market is projected to grow from $ 32847.54 Million in 2024 to $ 43656.77 Million by 2032 as a compound annual growth rate (CAGR) of 3.62%.³

The flexible packaging market is driven by a combination of factors, including increasing demand for convenient and lightweight packaging solutions, rising consumer awareness toward sustainability, and advancements in packaging technology for improved shelf life and product protection. As industries prioritize eco-friendly solutions and consumers seek convenience and functionality, the flexible packaging market is poised to expand. Asia-Pacific region is the most desirable market for manufacturers of flexible packaging due to its high domestic demand and plentiful, low-cost labour.

With increasing long term demand potential for flexible packaging, the Company has planned about 50% capacity addition in flexible packaging business in phases starting from FY25. While specialized BOPET line got commissioned during FY23, the CPP line and BOPP line are expected to get commissioned in FY25 and FY26 respectively. Both the lines will be the world’s largest production capacity lines with lower cost of production.

The Company’s focus shall continue to be on improving speciality films, R&D efforts particularly on sustainability which would yield results in coming years. These actions would continue to de-commoditize business model and would contribute in long term sustainable growth. The Company’s speciality films sales stand at 64% during FY24. On BOPET line as well, the company is looking to kick off few specialty products which includes window films, security films, PET-G films, and many others.

METALLIZED FILM FOR CAPACITORS

The Company invested into a new category of film- Metallized Film for Capacitors with benefits under production linked incentive scheme. The commercial production started in Q3 FY24.

1 https://www.mordorintelliaence.com/industry-reports/ flexible-packaaina-market

2 https://www.globenewswire.com/

3 https://www.credenceresearch.com/report/india-flexible-packaging-market

The Company plans to launch Sun Control Films/ Window Films under the brand Cosmo Sunshield during FY25. This is a unique and innovative sun control film introduced in the Indian market to address the ever rising heat wave problem, which has a significant impact on energy demand and public health. This film can protect 99% of ultra

violet rays that can cause damage and fading to furniture and interior items. This film is designed to make glass shatter-resistant by holding the glass pieces together when broken. These films are built using special micro-layered polyester technology, which significantly increases tear resistance. The commercial production will start in FY25.

The Company is currently having five registered patents; nine in pipeline and another three are being applied.

by 2028, growing at a CAGR of 6.98% during the forecast period (2024-2028)⁶.

Global Adhesives Market

Market Size in USD Billion CAGR 6.03%

The Global Pet Care Market size is estimated at $ 20.02 Billion in 2024, and is expected to reach $ 24.59 Billion by 2029, growing at a CAGR of 4.20% during the forecast period (2024-2029)⁷.India’s Petcare market is currently around ? 5000 Cr and is expected to cross ? 12000 Crores by 2027.

The Company’s Petcare division Zigly launched in September 2021 follows an Omni Channel approach. It offers complete Petcare solution. It has a team of seasoned veterinarians with diverse expertise in critical care services viz: surgeries, consultation, pathology, radiology, pharmacy and vaccination. It offers premium pet products and spa and grooming services for pets. With 23 experience centers operational as on FY24, the Company targets to have 50 experience centres in next couple of years.

In Speciality Chemicals the Company has three verticals i.e. masterbatch, coating chemicals and adhesive. In each of these segment the Company plans to cater to niche speciality focused either to address current problem area for the Industry or significantly better product compared to currently available.

India Master Batch Market size was valued at $ 12.4 Billion in 2023 and the total India Master Batch Market revenue is expected to grow at a CAGR of 4.8 % from 2024 to 2030, reaching nearly $ 17.22 Billion.¹ The substitution of metal with plastics across end-use industries such as automotive and transportation, building and construction, consumer goods, and packaging is anticipated to be a crucial factor for the increasing global market size in the forecast period.

The Global Adhesives Market size is estimated at $ 68.88 Billion in 2024, and is expected to reach $ 87.04 Billion by 2028, growing at a CAGR of 6.03% during the forecast period (2024-2028).² The India Adhesives Market size is estimated at $ 2.87 Billion in 2024, and is expected to reach $ 3.76 Billion

The global industrial coatings market is expected to be worth $ 129.2 Billion by 2028 growing at the CAGR of 3.3% between 2023 and 2028. Environmental regulations boost the demand for VOC-free coatings and are major factor behind the market growth.

The annual capacity of the Company for masterbatch is 10KMT, adhesives is 2.5KMT and Coating Chemicals is 5KMT. The Company targets to achieve 7%-8% of Company’s consolidated revenue from speciality chemicals in 3-5 years with 25% ROCE.

https://www.mordorintelligence.com/industry-reports/

india-adhesives-market/market-size

During the year, the Company invested into Rigid Packaging which includes Rigid sheets, Thermoforming and Injection Moulding. Cosmo Plastech is the end-to-end rigid packaging solution that specializes in creating customized packaging solutions for a variety of fast-moving consumer goods (FMCG) products.

Cosmo Plastech works closely with its clients to understand their specific packaging needs, and then designs and manufactures customized containers to meet those needs. Company’s expertise in injection moulding and thermoforming techniques, as well as our BOPP-based film, makes it a trusted partner for many companies across the globe.

The phase one commercial production started in FY24 and phase two will start in FY25. The annual capacity of the Company for rigid packaging is 4.8KMT The Company also attained globally recognized FSSC 22000 food safety certification, a mandatory requirement for packaging material coming into direct contact with food. Earning this rigorous accreditation required demonstrating a systematic and meticulous approach to food packaging production.

Key Transactions	J-
\ 44 Cr GMV (FY 24)	\ 4.5 Cr Current Monthly GMV
39K Customers served with 6k Zigly Pro members	6200 SKU''s available
39% Q4 FY24 Repeat Customers	? App First Petcare app in India
a?si 450K Customers database	(aD 150K Social Media followers

Zigly - Business Model

Retail Outlets

%	One stop solution retail outlets offering. Products Veterinary Grooming Medicines under one roof.
Own E-commerce website and App
	4200 SKUs available on website
	including Private label
Service Marketplace
9^	Acting as an aggregator for panel of groomers and trainers on commission basis through own website
Other Marketplace
	Private label available on Amazon
Grooming Van
	Grooming Van in Delhi NCR
Pets familia community
<©>	Social community with 1lac followers.

The Company is working on several sustainability projects.

The Company targets to achieve carbon foot print reduction of 1.02 lacs MT equivalent CO₂ emission by FY25 and 1.40 lacs MT equivalent Co₂ emission by FY 26.

The roof top solar power plants have been installed for all manufacturing units. The Company is currently using around 15% of Renewable power. The Company targets to raise the use of Renewable power to more than 50% of its total power consumption by FY25 and further increase it to more than 60% of total power consumption by FY26.

The Company has taken several steps towards rain water harvesting. 17% of the water consumed is being harvested.

The Company has water treatment plants. 45% of the waste water is being reused.

Noise reduction measures were taken across our Waluj, Shendra, and Karjan plants operations by using various noise control technologies and strategic operational adjustments. Acoustic enclosures are provided at high noise area to reduce noise to 80-85 dB.

The Company has taken several steps to minimise the waste generation. It has dedicated recycling plant for MLP and Post Industrial waste.

Initiatives have been taken for installing Wet Scrubber for Thermopack Boilers to improve resource efficiency and reduce impact due to emissions, effluent discharge, waste generated. Wet scrubber is used to reduce the amount of air pollution. In wet scrubbing processes, solid particles are removed from a gas stream by transferring them to a liquid. The liquid most commonly used is water.

Several other sustainability initiatives are as under:

• Use of Water Based Coatings

• Offer a suitable substitute for aluminium foil in form of its Ultra-High Barrier Films.

• Offer Oxo-Biodegradable Films

• Offer mono layered structure for ease of recycling

• partnering with some of the best global brands to offer structure rationalization & recyclability solutions.

• Both BOPP and CPP films offer better yield, hence enabling reduced consumption of plastics.

• Invest in R&D and grow its speciality film portfolio offering sustainable solutions for a better tomorrow.

• Innovated heat resistant BOPP film to facilitate mono material structure.

• UV stabilized Synthetic Paper can be used to replace PVC in outdoor promotional applications for duration requirements up to one year.

• Focus on reducing Green House Gas missions, green energy at plants, waste reduction, water treatment etc.

• Constant monitoring of parameters like noise, illumination, ventilation, air quality etc.

• Rain water harvesting and reuse of effluent treated water.

• Reutilization of reprocessed granules from waste material as input for film production.

• Working on 3R principles i.e. Reducing waste, reusing and recycling resources and products.

• Continuous efforts to reduce water usage, waste generation and GHG emissions.

• Manufacturing environment friendly, sustainable polymers, which are easily recycled and reused in a variety of ways.

These steps will not only contribute to the environment but will also rationalize costs in coming quarters

4. EXPORTS

The Exports for the financial year are ? 1,047 Crores which is 44% of total sales. The Company exports to 80 countries across the globe.

5. DETAILS OF SUBSIDIARIES

The Company has Nine subsidiaries including step down subsidiaries. Pursuant to Section 129(3) of the Companies Act, 2013 and Accounting Standards issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the Financial Statements of its Subsidiaries.

Consolidated Financial Statements form part of this Annual Report. Statement containing the salient features of the financial statement of the Company’s subsidiaries in Form AOC-1, is enclosed to this Annual Report.

In terms of provisions of Section 136 of the Companies Act, 2013, the Company place separate audited accounts of the Subsidiary Companies on its website at https://www.cosmofirst.com/ disclosure-under-regulation

The subsidiaries of Cosmo First Limited as on FY 24, are listed hereunder:

• CF (Netherlands) Holdings Limited B.V.

• Cosmo Films Japan, GK

• Cosmo Films Singapore Pte Limited

• Cosmo Films Korea Limited

• Cosmo Films Inc.

• CF Investment Holding Private (Thailand) Company Limited

• Cosmo Speciality Chemicals Private Limited

• Cosmo Speciality Polymers Private Limited

• Cosmo Global Films Private Limited

•During the year, the Company closed its wholly owned subsidiary company at Poland-Cosmo Films Poland SP. Z.O.O w.e.f. 13^th September 2023. This was a non material dormant subsidiary and was closed due to low business prospects. It had no financial impact on the Company.

Subsidiary’s EBITDA stood same as last year at ? 38 Crores.

6. SHARE CAPITAL

During the year under review, there was no change in the Company’s issued, subscribed and paid-up equity share capital. On 31^st March 2024, it stood at ? 26.25 Crores divided into 26249727 equity shares of ? 10/- each.

Net Worth and Book Value per share

_ 2(	381 •	133	456 -	156	573 *	199	620 •	,,6	680 •	237	741	“	854	305	1,191	1 "	,29! •	1 3 ''	,348 ¦	3 513 24
	114-15 2015-16 2016-17 2017-18 2018-19 2019-: | Global Net Worth (INR Crores) —|											20 2020-21 2021-22 2022-|— Book Value per Share						23 2023-

7. RESERVE

The Special Economic Zone (SEZ) Re-investment reserve has been created out of the profit of eligible SEZ units in terms of the provisions of Sec 10AA(1)(ii) of Income Tax Act, 1961 and the amount of Rs. 42.70 Cr. has been transferred therein. The reserve will be utilised by the company for acquiring plant and machinery for the purpose of its business in the terms of the Sec 10AA(2) of the Income Tax Act, 1961.

8. RETURN TO SHAREHOLDERS

The Board of Directors of the Company recommended Equity dividend of ? 3/- (30%) per share for the year ended 31^st March 2024 amounting to ? 7.87 Crores.

Previous Year Company declared dividend of ? 5/-(50%) per Equity Share of ? 10/- each amounting to ? 13.12 Crores.

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations") the Dividend Distribution Policy is available on the Company’s website at https://www.cosmofirst.com/investors/policies-and-code-of-conduct

9. RESEARCH AND DEVELOPMENT (R&D)

• Mass Spectrometer

• Thermo Gravimetric Analysis

• Barrier Testing (OTR & MVTR)

UV Spot Coating and Screen Printing

• Dynamic Mechanical Analyzer

• Scanning Electron Microscope

• Optical Microscope

Infrastructure

• FTIR Microscope

• ANSI Barcode Scanner

• Dynamic Mechanical Analyzer

• Differential Scanning Calorimetry

The Company has been continuously investing and upgrading its research and development capabilities keeping customer needs in mind for providing industry first innovative and sustainable solutions.. The Company’s R&D labs are equipped with state of the art equipment and instruments. The R&D team is actively driving several sustainability projects to ensure that the Company remains at the forefront for providing sustainable solutions.

In FY24, the Company has invested on a R&D food laboratory (Packsmart). This laboratory is equipped with state of the art equipment and instruments like Vertical Form Fill Seal (VFFS) machine, Vacuum leak tester, Stability chamber food shelf life analysis in new sustainable structure. This is the first of its kind initiative by a film manufacturer globally which will help local and global brands for faster introduction of products in the market. With this capability Cosmo can develop innovative sustainable laminate structures and study shelf life of food packed in new laminate structure by simulating real life conditions thereby reducing the product development costs and time for local and global brands.

Cosmo First’s dedicated R&D team plays a crucial role in keeping it ahead of the curve when it comes to product innovation. Comprising of more than 30 scientists and technologists from esteemed universities located worldwide, the team has a wealth of global experience in areas such as packaging, polymer engineering, biopolymers and renewable energy material. The Company will keep strengthening its R&D team and infrastructure to stay ahead of the curve by focusing on the sustainable product development.

The Company launched several new products during the financial year in various categories of Packaging, lamination, labelling & synthetic paper applications. Some of the notable product developments are Cold Seal release matte BOPP films, High puncture resistance BOPP, CPP films for nitrogen flushing, CPP film for high retort packaging, various grades of PET-G Shrink label films, Gold metalized, Digital and photo album laminations films, FDA approved coated CSP-Flexi, UV Inkjet printable PSA label film, High barrier coated film for hot melt adhesives, PVC free film for wide format graphics applications, metalized films for capacitors used in electronics application.

ANALYTICAL FACILITY

The Company has outstanding track record of continuous investment in R&D infrastructure by keep adding new instruments and hiring of strong and skilled analytical team. Our state of art

analytical lab has equipment’s like FTIR microscope, GC & GC Ms with headspace & TGA hyphenation, particle size analyser, UV-Vis spectrophotometer, scanning electron microscope (with EDX) IV measurement system etc. The team has developed new analytical methods to solve customer issues fast and develop new product with fundamental understanding. Our state of art analytical lab can be extensively utilized for all kind of analysis of film substrates, coatings, resins, adhesives and master batches. The lab is capable of surface, structural and elemental analysis from nano to macro level.

The application labs of the Company can analyse all critical customer requirements in films, packaging adhesives, compounds, additives and coating segment. New instruments to perform weatherability testing have recently been added. Cosmo also have pilot synthesis, coating and extrusion facilities that help to launch our products faster in the market.

During the year under review, your Company incurred the expenditure on Research & Development of ? 9.00 Cr.

10. CAPITAL EXPENDITURE

Your Company has three state of the art manufacturing facilities spread in India with a total installed capacity of -

• 1,96,000 MT per annum of BOPP films (9 lines),

• 40,000 MT per annum of Thermal Lamination Films (8 lines),

• 22,000 MT per annum of Metalized Films (4 lines),

• 20,000 MT per annum of Coated Films (6 lines),

• 10, 000 MT per annum of CPP Films (2 lines),

• 7,000 MT per annum of CSP Line (1 line),

• 30,000 MT per annum of BOPET Line (1 line),

In Cosmo Speciality Chemicals, Company has installed capacity of 10,000 MT per annum of Masterbatches, 2,500 MT per annum of adhesives and 5,000 MT per annum of Coating Chemicals.

The installed capacity of Rigid Packaging is 10,000 MT per annum.

During the year under review, your Company incurred capital expenditure of ? 297.51 Crores as compared to ? 380.40 Crores for FY24.

The capital expenditure incurred during FY24 shall facilitate enhanced sale of speciality films & rigid packaging sustainability initiatives and solar power as a source of energy.

11. CORPORATE GOVERNANCE
		Board of Directors and Committees
Policies and Procedures		Vision ^ Mission		Legal and Regulatory Framework
		c	\
		Corporate
	Smart \ Governance Goals		Strategy
Transparency and Accountability		Objectives	4>	Organizational Hierarchy
		Monitoring and Internal
		Control

Cosmo is committed to maintaining best standards of Corporate Governance and has always tried to build the maximum trust with shareholders, employees, customers, suppliers and other stakeholders.

A separate section on Corporate Governance forming part of the Directors’ Report and the certificate from the Practicing Company Secretary confirming compliance of the Corporate Governance norms as stipulated in the Listing Regulations is included in the Annual Report in Annexure - A.

12. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

The Internal Financial control is supplemented by an extensive program of internal audit conducted by in house trained personnel and external firm of Chartered Accountants appointed on recommendation of the Audit Committee and the Board. The audit observations and corrective action, if any, taken thereon are periodically reviewed by the Audit committee to ensure effectiveness of the Internal Financial Control System. The internal financial control is designed to ensure that the financial and other records are reliable for preparing financial statements and other data, and for maintaining accountability of persons.

13. RISK MANAGEMENT

Cosmo has a robust process in place to identify key risks across the organisation and prioritise relevant action plans to mitigate these risks. The Company has constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) approving the Company’s Risk Management Framework and (b) Overseeing all the risks that the organization faces such as strategic, financial, liquidity, security, regulatory, legal, reputational and other risks that have been identified and assessed to ensure that there is a sound Risk Management Policy in place to address such concerns / risks. The Risk Management process covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and highlight risks associated with chosen strategies.

The risk management procedure is reviewed by the Audit Committee and Board of Directors on regular basis at the time of review of quarterly financial results of the Company. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.

A report on the various risks that may pose challenge to your Company are set out as a part of Management, Discussion and Analysis section of this report. Details of the composition of the Risk Management Committee, Meetings held, attendance of the Directors at such Meetings and other relevant details are provided in the Corporate Governance Report.

14. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism for the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy without fear of reprisal. The policy is accessible on the Company’s website at https://www.cosmofirst. com/investors/policies-and-code-of-conduct

15. DIVERSITY OF THE BOARD

The Company believes that diversity is important to the work culture at any organisation. In particular, a diverse Board, among others, will enhance the quality of decisions by utilizing different skills, qualifications and professional experience for achieving sustainable and balanced development.

16. DIRECTORS

(A) CHAIRMAN

Mr. Ashok Jaipuria, is the Chairman & Managing Director of the Company.

(B) APPOINTMENT AND RE-APPOINTMENT-EXECUTIVE DIRECTORS

Mr. Anil Kumar Jain, Whole time Director is liable to retire by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.

The tenure of Mr. Anil Kumar Jain, Whole Time of the Company is expiring on 30^th September 2024. The Board of Directors in its meeting held on 15^th May 2024, on the recommendation of the HR, Nomination & Remuneration Committee and subject to the approval of Members of the Company reappointed him for a further period of five years w.e.f. 01^st October 2024.

The details of the proposed appointment/ reappointment of Directors are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of 47^th Annual General Meeting (AGM) of your Company.

(C) STATUS OF OTHER DIRECTORS

Mr. Pratip Chaudhuri is acting as Non Independent Non Executive Director, liable to retire by rotation.

Mr. Har Kishanlal Agrawal, is acting as Independent Director of the Company. His tenure is expiring on 24^th July 2024.

Mr. Hoshang Noshirwan Sinor, is acting as Independent Director of the Company. His present tenure of five years is from 22^nd May 2020 to 21^st May 2025.

Mr. Rakesh Nangia, is acting as Independent Director of the Company. His present tenure of five years is from 10^th November 2020 to 09^th November 2025.

Mr. Arjun Singh, is acting as Independent Director of the Company. His present tenure of five years is from 27^th October 2021 to 26^th October 2026.

Ms. Alpana Parida is acting as Independent Director of the Company. Her present tenure of 5 years is from 15^th May 2024 till 14^th May 2029.

Mr. Anil Wadhwa is acting as Independent Director of the company. His present tenure of 5 years is from 23^th May 2023 till 22^th May 2028.

Mr. Yash Pal Syngal is acting as Independent Director of the company. His present tenure of 5 years is from 08^th November 2023 till 07^th November 2028.

(D) INDEPENDENT DIRECTORS DECLARATION

The Company has received necessary declaration from each Independent Director under section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in section 149(6) of the Companies Act, 2013 and Regulation 16 of Listing Regulations.

17. STATEMENT OF BOARD OF DIRECTORS

The Board of Directors of the Company are of the opinion that the Independent Directors of the Company appointed/re-appointed during the year possesses integrity, relevant expertise and experience (including the proficiency) required to best serve the interest of the Company. The Independent Directors have confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014.

18. KEY MANAGERIAL PERSONNEL

During the year under review, there was no change in KMP of the Company. The following personnel’s continue as KMPs as per the definition under Section 2(51) and Section 203 of the Companies Act, 2013:

1. Mr. Ashok Jaipuria, Chairman & Managing Director

2. Mr. Anil Kumar Jain, Director - Corporate Affairs

3. Mr. Pankaj Poddar, Chief Executive Officer

4. Mr. Neeraj Jain, Chief Financial Officer

5. Ms. Jyoti Dixit, Company Secretary

19. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

The Company follows a well-structured induction programme for orientation and training of Directors at the time of their joining so as to provide them with an opportunity to familiarise themselves with the Company, its management, its operations and the industry in which the Company operates.

At the time of appointing a Director, a formal letter of appointment is given to him/her, which inter alia explains the role, function, duties and responsibilities expected of him/her as a Director of the Company. The Director is also explained in detail the Compliance required from him/ her under the Companies Act, 2013, the Listing Regulations and other relevant regulations and affirmation taken with respect to the same.

The induction programme includes:

1) For each Director, a one to one discussion with the Chairman and Managing Director to familiarise the former with the Company’s operations.

2) An opportunity to interact with the CEO, CFO & Company Secretary, business heads and other senior officials of the Company, who also make presentations to the Board members on a periodical basis, briefing them on the operations of the Company, strategy, risks, new initiatives, etc.

The details of the familiarisation programme may be accessed on the Company’s corporate website at https://www.cosmofirst.com/disclosure-under-regulation

20. REMUNERATION POLICY

Your Company is driven by the need to foster a culture of leadership with mutual trust. Cosmo’s remuneration policy, which is aligned to this philosophy, is designed to attract, motivate, retain manpower and improve productivity by creating a congenial work environment, encouraging initiative, personal growth and teamwork besides offering appropriate remuneration package. Pursuant to the applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Board, in consultation with its HR, Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors.

Members can download the complete remuneration policy on the Company’s website at https://www.cosmofirst.com/investors/policies-and-code-of-conduct

Disclosure of details of payment of remuneration to Managerial Personnel under Schedule V(C)(6) of Listing Regulations forms part of the Corporate Governance Report.

21. PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS

In terms of provisions of Companies Act, 2013 read with the Rules issued thereunder and Listing Regulations, the Board has adopted a formal mechanism for evaluating the performance of its Board, Committees and individual Directors, including the Chairman of the Board. Further, a structured performance evaluation exercise was carried out based on criteria such as:

• Board/Committees composition;

• Structure and responsibilities thereof;

• Ethics and Compliance;

• Effectiveness of Board processes;

• Participation and contribution by members;

• Information and functioning;

• Specific Competency and Professional Experience /Expertise;

• Business Commitment & Organisational Leadership;

• Board/Committee culture and dynamics; and

• Degree of fulfilment of key responsibilities, etc.

The performance of Board, Committees thereof, Chairman, Executive and Non-Executive Directors and individual Directors is evaluated by the Board/ Separate meeting of Independent Directors. The results of such evaluation are presented to the Board of Directors.

22. BOARD AND COMMITTEE MEETINGS

Diversity of Board/Committee''s

During FY23, Five(5) meetings of the Board of Directors and Four (4) Audit Committee meetings were held. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Listing Regulations.

Details of the composition of the Board and its Committees and of the Meetings held, attendance of the Directors at such Meetings and other relevant details are provided in the Corporate Governance 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.

23. AUDITORS

(A) STATUTORY AUDITORS

M/s. S.N. Dhawan & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 000050N/N500045) were appointed as the statutory auditors of the Company in the 43^rd Annual General Meeting held on 07^th August 2020, to hold office for a period of five consecutive years from the conclusion of the 43^rd Annual General till the conclusion of the 48^th Annual General Meeting to be held in the

year 2025. The Statutory Auditors have confirmed they are not disqualified from continuing as Auditors of the Company.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditor''s Report are self-explanatory.

During the year, the Auditor had 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) of the Companies Act, 2013.

(B) COST AUDITORS

Mr. Jayant B. Galande, Cost Accountants were appointed as Cost Auditors of the Company for the Financial Year 2024. In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration payable to the Cost Auditors is required to be ratified by the shareholders, the Board recommends the same for approval by shareholders at the ensuing AGM.

In terms of the Section 148 of the Companies Act, 2013 (‘the Act’) read with Rule 8 of the Companies (Accounts) Rules, 2014, it is stated that the cost accounts and records are made and maintained by the Company as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

During the year, the Auditor had 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) of the Companies Act, 2013.

(C) SECRETARIAL AUDITORS

The Company had appointed M/s. BLAK & Co., Company Secretaries, New Delhi, to conduct its Secretarial Audit for the FY2023-24. The Secretarial Audit report is annexed herewith as Annexure - B to this report. There are no qualifications, reservations or adverse remarks made by Secretarial Auditor in his report. During the year, the Auditor had 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) of the Companies Act, 2013.

24. RELATED PARTY TRANSACTION

With reference to Section 134(3) (h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Companies Act, 2013, entered into by the Company during the Financial Year, were in the ordinary course of business and on an arm’s length

basis. The details of the related party transactions as required under Indian Accounting Standard are set out in Note 44 to the standalone financial statements forming part of this Annual Report.

As per the Listing Regulations, all related party transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee has been obtained for the transactions which are of unforeseen and repetitive nature. The transactions entered into pursuant to the omnibus approval are presented to the Audit Committee by way of a statement giving details of all related party transactions. The Company has developed a Related Party Transactions Policy for the purpose of identification and monitoring of such transactions and can be accessed on the Company’s website at https://www.cosmofirst. com/investors/policies-and-code-of-conduct.

No Material Related Party Transactions (i.e. one thousand crore or ten per cent of the annual consolidated turnover of the listed entity as per the last audited financial statements, whichever is lower) were entered during the year by your Company. The disclosure of Related Party Transactions as required under section 134(3)(h) of the Companies Act, 2013, in Form AOC - 2 is attached as Annexure - C.

25. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

Pursuant to regulations 34 of the Listing Regulations, Management’s Discussion and Analysis Report for the year is presented in a separate section forming part of the Annual Report.

26. BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT

Pursuant to regulations 34 of the Listing Regulations, Business Responsibility and Sustainability Report for the year is presented in a separate section forming part of the Annual Report.

27. DEPOSITS

The Company has not accepted deposit from the public within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

28. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The details of energy conservation, technology absorption and foreign exchange earnings and outgo as required under Section 134(3) of the

Companies Act, 2013, read with the Rule 8 of Companies (Accounts of Companies) Rules, 2014 is annexed herewith as Annexure - D to this report.

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company have duly complied with the provision of Section 186 of the Companies Act, 2013 during the year under review. The details of loans, guarantees and investments are covered in the notes to the Financial Statements.

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, no significant / material orders were passed by the regulators or the Courts or the Tribunals impacting the going concern status and the Company’s operations in future.

31. CHANGE IN NATURE OF BUSINESS, IF ANY

There was no change in the nature of business during the year under review.

32. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY

There were no other material changes / commitments affecting the financial position of the Company or that may require disclosure, between 31^st March 2024 and the date of Board’s Report.

33. LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the year FY24 to the NSE and the BSE where the Company’s equity shares are listed.

34. ANNUAL RETURN

Pursuant to the provisions of section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at the link: https://www. cosmofirst.com/investors/notifications-notices.

35. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Details of Unclaimed Dividend and Shares transferred to IEPF during Financial Year 2023-24 are given in Corporate Governance Report.

36. CORPORATE SOCIAL RESPONSIBILITY

Some of the Flagship Programs (Education to 13,000 Students).

flf AA Comp Skill Bi Covers with 2	uter Operation & Digital jilding Program 8,000 students 5 Computer Labs
ABC r Basic E Impler school	English Learning Program nentation in 16 rural s with 6000 students
Cosmo Cyan Vihar Kendra Identifies enrolls and grades 4,000 students from class 1 to VII every year to strengthen their reading & writing skills

As a socially responsible Company, Cosmo is committed to increasing its Corporate Social Responsibility (CSR) impact with an aim of playing a bigger role in sustainable development of our society. In pursuit of this objective, a Corporate Social Responsibility (CSR) Committee had been formed by the Company which oversees and facilitates deliberation on the social and environmental consequences of each of the decisions made by the Board.

The Company has in place a Corporate Social Responsibility Policy pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The initiatives undertaken by your Company during the year have been detailed in CSR Section of this Annual Report. The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out herewith as Annexure - E to this Report.

37. PROMOTION OF WOMEN’S WELL BEING AT WORK PLACE

Cosmo First 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 the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the said act. The details related to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 forms a part of Corporate Governance Report.

38. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is also enclosed as Annexure - F to this Report.

The information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 pertaining to the top ten employees in terms of remuneration drawn and their other particulars also form part of this report. However, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Companies Act, 2013, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

39. EMPLOYEE STOCK OPTIONS

The Company has an Employee Stock Option Plan for the Employees of the Company and its Subsidiaries named as Cosmo Films Shares Based Employee Benefit Scheme, 2021 (“CF SBEB Scheme"). The Plan is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and is administered by the HR, Nomination and Remuneration Committee of the Board constituted by the Company pursuant to the provision of Section 178 of the Companies Act, 2013 and Listing Regulations.

The details of the CF SBEB Scheme form part of the Notes to accounts of the Financial Statements in this Annual Report and also available on our website at www.cosmofirst.com.

40. INSOLVENCY & BANKRUPTCY CODE/ SETTLEMENT

No proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution.

41. DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to the section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of knowledge and belief and according to the information and explanations obtained by them, hereby confirm that:

I. In preparation of the annual accounts, applicable accounting standards have been followed along with proper explanation relating to material departures.

II. Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates are made so as to give a true and fair view of the state of affairs of the Company as of 31^st March 2024 and of the profits of the Company for the year ended on that date.

MI. Proper and sufficient care has been taken 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 annual accounts of the Company have been prepared on a going concern basis.

V. Proper Internal Financial Controls were in place and that the Financial Controls were adequate and were operating effectively.

VI. Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

42. AWARDS & ACCOLADES

During the Year, Company has bagged:

• Cosmo Films bags SIES SOP Star Award for Packaging Materials & Components across 4 entries

• the prestigious Forbes Asia Best Under a Billion Companies Awards 2023

• the IFCA Star Awards 2023 in the innovative category

• the “Most Enterprising Business Award" from the prestigious Entrepreneur Magazine

• Zigly bagged the top 100 D2C retail businesses of the year by the Retailer Magazine

• ET Leadership Excellence Award to Mr. Pankaj Poddar for Excellence in the Manufacturing of Films and Chemicals

• the Top 10 Companies from India in the Forbes Asia Best Under A Billion 2022 list

• Ranked as one of India''s Fastest Growing Companies by BW Business World Magazine

43. SECRETARIAL STANDARDS

During the FY24, the Company has complied with applicable Secretarial Standards issued by the Institute of the Company Secretaries of India.

44. ACKNOWLEDGEMENT

Your Directors would also like to extend their gratitude for the co-operation received from financial institutions, the Government of India and regulatory authorities, and the governments of the countries we have operations in. The board places on record its appreciation for the continued support received from customers, vendors, retailers and business partners, which is indispensable in the smooth functioning of Cosmo. Your Directors also take this opportunity to thank all investors and shareholders, and the stock exchanges for their continued support. Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. Their contribution to the success of this organization is immensely valuable.

For and on behalf of the Board of Directors

Ashok Jaipuria

Chairman

Date: 15^th May 2024 Place: New Delhi

1

https://www.maximizemarketresearch.com/market-report/india-master-batch-market/20058/

2

https://www.mordorintelligence.com/industry-reports/ alobal-adhesives-market

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Mar 31, 2022

Your Directors are pleased to present their 45^th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31^st March, 2022.

1. Summary Financial Results

The Financial Results of the Company for the year ended 31st March, 2022			, were as follows:	('' in Cr)
Particulars	Standalone		Consolidated
	Year Ended	Year Ended	Year Ended	Year Ended
	31st March 2022	31st March 2021	31st March 2022	31st March 2021
Net Sales	2,824	2,083	3,038	2,285
Other Income	46	36	48	38
Profit before Interest, Depreciation and Tax	526	398	620	430
Finance Cost	37	40	40	42
Depreciation	58	53	63	59
Profit before Tax	430	305	517	329
Provision for Taxation
- Current Tax	75	53	80	56
- Deferred Tax	42	36	40	36
Profit After Tax	313	216	397	237
Earnings per Equity Share Basic	174.81	115.57	221.56	127.02
Diluted	171.21	114.39	216.99	125.72
Appropriations: Dividend-Equity Shares	64	45	64	45

margins due to balanced demand and supply scenario and operational efficiency.

As on 31^st March, 2022, Return on Capital employed stands at 29% and Return on Equity is 39%.

In coming years, B2B segments (focus towards growing speciality sales, specialized BOPET line, world''s largest BOPP and CPP lines) and B2C segments (D2C Petcare and specific speciality chemicals) will drive growth.

The Indian Packaging industry, which is one of the largest globally, is expected to register a CAGR of 27% during 2022-2027⁽¹⁾. The flexible packaging market in India is expected to grow at a CAGR of almost 11% during 2021-2025¹

To tap this opportunity, Company invested in specialized BOPET line likely to be commissioned in FY 2023 and a CPP line, BOPP line expected to be commissioned in FY 2025.

The Company launched several new products during the financial year including Antimicrobial Thermal Lamination Film, Enhanced Barrier Metalized BOPP Film, High Gloss Metalized Label Film, Direct Thermal Printable Film, High Scratch Resistant Metalized Film, Laser Printable (Dry Toner) both side Coated White Synthetic Paper, and 100% Opaque Synthetic Paper.

The Company''s focus shall continue to be on improving speciality films, R&D efforts particularly on sustainability which would yield results in coming years. These actions would continue to de-commoditize business model and would contribute in long term sustainable growth. Some of the new growth areas in speciality films being worked on include-

1. Synthetic Paper - Durable alternate to paper. Global 100 Thousand MT market (India 6 Thousand MT) - immense potential to grow,

2. Sustainable solutions,

3. Direct Thermal Printable Film (Cosmo is the first BOPP film producer to launch this film),

4. Sustainable PVC free solutions for graphic applications and

5. Shrink Label film

6. Heat Reduction film.

The speciality films sales have grown YoY in the last 3 years with 18% growth rate. The Company’s speciality films sales stand at 70% during FY22. We are in process of ordering several other value add assets for further growth in the speciality sales and are looking for 80% run rate target from speciality by end of FY23.

Company is currently having six registered patents; seven in pipeline and another seven are being applied.

India''s pet care market is expected to grow at a value of '' 7,500 Crores by the end of the forecasted period (2021-2026), on account of rising nuclear families, double-income households, and change in lifestyle, urbanization, and increasing pet ownership ⁽³⁾ There are no large scale organized players in India offering end to end comprehensive solution to the customers. The Industry size, low penetration and high potential for growth provides a clear business opportunity. The Company launched Pet care with simultaneous launch of website, first mobile van and first experience center (retail store) during FY22 under the brand name Apart from being a retail outlet for goods and services, it provided vet consultation, diagnostic lab facilities and cafeteria. Facilities had also been built for imparting training to service providers. E-commerce website had been launched. Mobile app was being developed and expected to be launched soon. With this our offerings would be omni-channel. Product offering through stores and e-commerce also included designer clothing line for Pets under private label Beboji. For pet care the focus would be on scale-up and demerging the business vertical in medium term to drive shareholders'' valuation.

In the Speciality Chemicals - Textile Applications & Adhesive segment we plan to cater to niche speciality focused either to address current problem area for the Industry or significantly better product compared to currently available. The way forward is 20% revenue with 25% ROCE in about 5 years. The performance of Speciality Chemicals business is captured in detail under the head ‘Details of Subsidiaries'' of this report.

To sum up, in the coming years the Company growth will be driven by specialized polyester line (commissioning in FY 2023) and new BOPP line (commissioning in FY 2025), continuing focus on speciality sales and diversification into speciality chemicals and Petcare business

3. Sustainability

The Company is aggressively working on several sustainability projects including but not limited to:

• Offer mono-material poly-olefin films for ease of recycling,

• Designed heat resistant BOPP films replacing BOPET; mostly used in print layer, giving last push to creation of mono-material structures,

• Company has been partnering with some of the best global brands to offer structure rationalization for some time now,

• Both BOPP and CPP films offer better yield, hence enabling reduced consumption of plastics,

• Offer a suitable substitute for aluminum foil in form of its Ultra-High Barrier Films,

• Offer Oxo-Biodegradable Films,

• Use of Water Based Coatings,

• Reutilization of reprocessed granules from waste material as input for film production,

• Continuous efforts to reduce water usage, waste generation and GHG emissions,

• Constant monitoring of parameters like noise, illumination, ventilation, air quality etc,

• Rain water harvesting and reuse of effluent treated water,

• All plants have partially shifted to the use of solar and wind power as a source of energy for all electrical purposes.

These steps will not only contribute to the environment but will also rationalize costs in coming quarters.

4. Exports

The Company continues to strengthen its exports through brand visibility initiatives taken during the year. Exports during the year increased to '' 1,292 Crores from '' 874 Crores in financial year 2021.

5. Details of Subsidiaries

The Company has nine subsidiaries including step down subsidiaries. Pursuant to Section 129(3) of the Companies Act, 2013 and Accounting Standards issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the Financial Statements of its Subsidiaries.

Consolidated Financial Statements form part of this Annual Report. Statement containing the salient feature of the financial statement of the Company''s subsidiaries in Form AOC-1, is enclosed to this Annual Report.

In terms of provisions of Section 136 of the Companies Act, 2013, the Company place separate audited accounts of the Subsidiary Companies on its website at www.cosmsofilms.com.

The subsidiaries of Cosmo Films Limited as on 31^st March, 2022 are listed hereunder:

• CF (Netherlands) Holdings Limited B.V.

• Cosmo Films Japan, GK

• Cosmo Films Singapore Pte Limited

• Cosmo Films Korea Limited

• Cosmo Films Inc.

• CF Investment Holding Private (Thailand) Company Limited

• Cosmo Films Poland SP. Z.O.O.

• Cosmo Speciality Chemicals Private Limited

• Cosmo Speciality Polymers Private Limited*

*Incorporated as wholly-owned subsidiary on 29^h June, 2021

Operational Performance of Subsidiaries has improved significantly during financial year 2022 which is getting reflected in consolidated EBITDA. Subsidiary’s EBITDA stood at '' 94 Crores against EBITDA at '' 32 Crores last year.

Growth in operational subsidiaries shall be key focus area for the Company in financial year 2023.

The vision behind establishing Cosmo Speciality Chemicals Private Limited was acquiring textile

auxiliary market in India and abroad by providing the most competitive quality products through innovations based on sustainable science. Its operational highlights are as follows:-

• Textile Chemicals business which started commercial production in Q2 FY22 has taken off well. Within the first three months, the Company has commercialized 56 products and has started supplies to 40 customers. The Company continues to conduct extensive trials with the customers and expects to add many more customers in the coming month.

• New R&D laboratories are operational for Textile and Adhesive developmental work. The Company''s R&D has successfully completed the development of 20 other textile chemical products, each with specific USPs. Some recently developed products include low temperature soaping agent, soft fill silicon, eco clay - environment friendly wetting agent etc. The Company plans to further enhance R&D capability.

• Masterbatch production unit is fully operational and has successfully produced various master batches for in-house and external customers. Its consumption is growing continuously. Some recently developed masterbatches include white masterbatch, anti-stat (with 30% concentration), master batch for blown films etc.

• Adhesive line had been delayed due to delay in government approvals (mainly covid disruptions). Company will start test marketing soon based on products sourced on job work basis.

6. Share Capital

During the year under review, there was no change in the Company''s issued, subscribed and paid-up equity share capital. On 31^st March, 2022, it stood at '' 18.17 Cr divided into 18,17,27,150 equity shares of '' 10/- each.

7. Reserve

The Company has not transferred any amount to Reserve during the Year.

8. Dividend

During the year, the Board of Directors declared total dividend of '' 35/- (350%) per Equity share of '' 10/-

each. First Interim Dividend of '' 25/- (250%) and Second Interim Dividend of '' 10/- (100%) declared on 16^th September, 2021 and 25^th January, 2022 respectively which has been paid.

The first and the second Interim Dividend so declared is the Dividend on the Equity Shares of the Company for the Financial Year ended 31^st March, 2022.

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) the Dividend Distribution Policy is available on the Company''s website at https://www.cosmofilms.com/policies

9. Research and Development (R&D)

The Company takes pride in its continuous research and development which focus on providing innovative solutions as opposed to simply producing commodity films. With these consistent efforts in research and development activities, Cosmo is well placed to benefit from accelerated growth and drive new product development globally. During the year under review, your Company incurred expenditure on Research and Development (R&D) of '' 14.30 Cr as compared to '' 7.60 Cr for financial year 2021.

R&D few focus areas include—:

Films Business-

• Established in house coating manufacturing facility with a capacity of 2400 MT per year;

• 5 new coatings started;

• Launched a heat resistant BOPP based film called TeploR, to replace BOPET films;

• The identification of technical (product/ applications) growth areas through customer activities, exhibitions, publications and technical interactions;

• Increasing the occupancy of value adds in the product baskets;

• Efforts towards down gauging in products;

• Reducing consumption of raw materials & fuel thereby reducing the carbon footprint;

• Support water based printing and complete replacement of solvent based coatings with water based coatings.

Master Batches

• Established 11 new in house master batches for BOPP and CPP Applications including speciality additive master batches and matte compound.

• Established 3 master batches for customers in blown film and for extrusion coating applications.

Textile Chemicals

• Launched 56 new products for the pretreatment, dyeing and finishing processes for textiles.

• Most of the products are GOTS and ZDHC certified and catering to all small scale to corporate textile manufacturers.

10. Capital Expenditure

Your Company has four state of the art manufacturing facilities spread across India (3) and Korea (1), with a total installed capacity of 196,000 MT per annum of BOPP films, 40,000 MT per annum of Thermal Lamination Films, 22,000 MT per annum of Metalized Films, 20,000 MT per annum of Coated Films and 10,000 MT per annum of CPP Films. During the year under review, your Company incurred capital expenditure of '' 282.97 Cr as compared to '' 74.57 Cr for Financial Year 2021.

The capital expenditure incurred during Financial Year 21-22 shall facilitate enhanced sale of speciality films, sustainability initiatives and solar power as a source of energy.

11. Corporate Governance

Cosmo is committed to maintaining best standards of Corporate Governance and has always tried to build the maximum trust with shareholders, employees, customers, suppliers and other stakeholders.

A separate section on Corporate Governance forming part of the Directors'' Report and the certificate from the Practicing Company Secretary confirming compliance of the Corporate Governance norms as stipulated in the Listing Regulations is included in the Annual Report in Annexure - A.

12. Internal Financial Control and its Adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company''s

policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

The Internal Financial control is supplemented by an extensive program of internal audit conducted by in house trained personnel and external firm of Chartered Accountants appointed on recommendation of the Audit Committee and the Board. The audit observations and corrective action, if any, taken thereon are periodically reviewed by the Audit committee to ensure effectiveness of the Internal Financial Control System. The internal financial control is designed to ensure that the financial and other records are reliable for preparing financial statements and other data, and for maintaining accountability of persons.

13. Risk Management

Cosmo has a robust process in place to identify key risks across the organisation and prioritise relevant action plans to mitigate these risks. The Company has constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) approving the Company''s Risk Management Framework and (b) Overseeing all the risks that the organization faces such as strategic, financial, liquidity, security, regulatory, legal, reputational and other risks that have been identified and assessed to ensure that there is a sound Risk Management Policy in place to address such concerns / risks. The Risk Management process covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and highlight risks associated with chosen strategies

The risk management procedure is reviewed by the Audit Committee and Board of Directors on regular basis at the time of review of quarterly financial results of the Company. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.

A report on the various risks that may pose challenge to your Company are set out as a part of Management, Discussion and Analysis section of this report. Details of the composition of the Risk Management Committee, Meetings held, attendance

of the Directors at such Meetings and other relevant details are provided in the Corporate Governance Report.

14. Vigil Mechanism / Whistle Blower Policy

The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism for the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy without fear of reprisal. The policy is accessible on the Company''s website at www.cosmofilms.com.

15. Diversity of the Board

The Company believes that diversity is important to the work culture at any organisation. In particular, a diverse Board, among others, will enhance the quality of decisions by utilizing different skills, qualifications and professional experience for achieving sustainable and balanced development.

16. Directors

(a) Chairman

Mr. Ashok Jaipuria, is the Chairman & Managing Director of the Company.

(b) Appointment and Re-appointment- Other Directors

Mr. A. K. Jain, Executive Director retires by rotation and being eligible offer himself for reappointment at the ensuing Annual General Meeting.

Mr. Arjun Singh has been appointed as Additional Director under the category of Independent Director w.e.f. 27^th October, 2021 for a period of 5 years subject to the approval of shareholders at the 45^th Annual General Meeting

The details of the proposed appointment/ reappointment of Directors are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of 45^th Annual General Meeting (AGM) of your Company.

(c) Status of Other Directors

Mr. Har Kishanlal Agrawal, is acting as Independent Director of the Company. His present tenure of five years is from 25^th July, 2019 to 24^th July, 2024.

Mr. Hoshang Noshirwan Sinor, is acting as Independent Director of the Company. His present tenure of five years is from 22^nd May, 2020 to 21^st May, 2025.

Ms. Alpana Parida Shah, is acting as Independent Director of the Company. Her present tenure of five years is from 15^th May, 2019 to 14^th May, 2024.

Mr. Anil Wadhwa, is acting as Independent Director of the Company. His present tenure of five years is from 23^rd May, 2018 to 22^nd May 2023.

Mr. Rakesh Nangia, is acting as Independent Director of the Company. His present tenure of five years is from 10^th November, 2020 to 9^th November, 2025.

Mr. Pratip Chaudhuri, is acting as Non Independent Non Executive Director of the Company. He is covered under the category of director liable to retire by rotation.

(d) Independent Directors Declaration

The Company has received necessary declaration from each Independent Director under section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in section 149(6) of the Companies Act, 2013 and Regulation 16 of Listing Regulations.

17. Statement of Board of Directors

The Board of Directors of the Company are of the opinion that the Independent Directors of the Company appointed/re-appointed during the year possesses integrity, relevant expertise and experience (including the proficiency) required to best serve the interest of the Company. The Independent Directors have confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014.

18. Key Managerial Personnel

During the year under review, there was no change in KMP of the Company. The following personnel''s continue as KMPs as per the definition under Section 2(51) and Section 203 of the Companies Act, 2013:

1. Mr. Ashok Jaipuria, Chairman & Managing Director

2. Mr. A. K. Jain, Director - Corporate Affairs

3. Mr. Pankaj Poddar, Chief Executive Officer

4. Mr. Neeraj Jain, Chief Financial Officer

5. Ms. Jyoti Dixit, Company Secretary

19. Familiarization Programme for the Independent Directors

The Company follows a well-structured induction programme for orientation and training of Directors at the time of their joining so as to provide them with an opportunity to familiarise themselves with the Company, its management, its operations and the industry in which the Company operates.

At the time of appointing a Director, a formal letter of appointment is given to him/her, which inter alia explains the role, function, duties and responsibilities expected of him/her as a Director of the Company. The Director is also explained in detail the Compliance required from him/her under the Companies Act, 2013, the Listing Regulations and other relevant regulations and affirmation taken with respect to the same.

The induction programme includes:

1) For each Director, a one to one discussion with the Chairman and Managing Director to familiarise the former with the Company''s operations.

2) An opportunity to interact with the CEO, CFO & Company Secretary, business heads and other senior officials of the Company, who also make presentations to the Board members on a periodical basis, briefing them on the operations of the Company, strategy, risks, new initiatives, etc.

The details of the familiarisation programme may be accessed on the Company''s corporate website at www.cosmofilms.com.

20. Remuneration Policy

Your Company is driven by the need to foster a culture of leadership with mutual trust. Cosmo''s remuneration policy, which is aligned to this philosophy, is designed to attract, motivate, retain manpower and improve productivity by creating a congenial work environment, encouraging initiative, personal growth and teamwork besides offering appropriate remuneration package. Pursuant to the applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Board, in consultation with its HR, Nomination &

Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors.

Members can download the complete remuneration policy on the Company''s website at www.cosmofilms.com.

Disclosure of details of payment of remuneration to Managerial Personnel under Schedule V(C)(6) of Listing Regulations forms part of the Corporate Governance Report.

21. Performance Evaluation of the Board, Committees and Individual Directors

In terms of provisions of Companies Act, 2013 read with the Rules issued thereunder and Listing Regulations, the Board has adopted a formal mechanism for evaluating the performance of its Board, Committees and individual Directors, including the chairman of the Board. Further, a structured performance evaluation exercise was carried out based on criteria such as:

• Board/Committees composition;

• Structure and responsibilities thereof;

• Ethics and Compliance;

• Effectiveness of Board processes;

• Participation and contribution by members;

• Information and functioning;

• Specific Competency and Professional Experience /Expertise;

• Business Commitment & Organisational Leadership;

• Board/Committee culture and dynamics; and

• Degree of fulfilment of key responsibilities, etc.

The performance of Board, Committees thereof, Chairman, Executive and Non-Executive Directors and individual Directors is evaluated by the Board/ Separate meeting of Independent Directors. The results of such evaluation are presented to the Board of Directors.

22. Board and Committee Meetings

During Financial Year 2022, Six (6) meetings of the Board of Directors and Five (5) Audit Committee meetings were held. The intervening gap between the meetings was within the period prescribed under

Details of the composition of the Board and its Committees and of the Meetings held, attendance of the Directors at such Meetings and other relevant details are provided in the Corporate Governance 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.

23. Auditors

(a) Statutory Auditors

M/s. S.N. Dhawan & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 000050N/N500045) were appointed as the statutory auditors of the Company in the 43^rd Annual General Meeting held on 7^th August, 2020, to hold office for a period of five consecutive years from the conclusion of the 43^rd Annual General till the conclusion of the 48^th Annual General Meeting to be held in the year 2025. The Statutory Auditors have confirmed they are not disqualified from continuing as Auditors of the Company.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditor‘s Report are selfexplanatory. During the year, the Auditor had 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) of the Companies Act, 2013.

(b) Cost Auditors

Mr. Jayant B. Galande, Cost Accountants were appointed as Cost Auditors of the Company for the Financial Year 2023. In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration payable to the Cost Auditors is required to be ratified by the shareholders, the Board recommends the same for approval by shareholders at the ensuing AGM.

In terms of the Section 148 of the Companies Act, 2013 (‘the Act'') read with Rule 8 of the Companies (Accounts) Rules, 2014, it is stated

that the cost accounts and records are made and maintained by the Company as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

During the year, the Auditor had 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) of the Companies Act, 2013.

(c) Secretarial Auditors

The Company had appointed M/s. BLAK & Co., Company Secretaries, New Delhi, to conduct its Secretarial Audit for the Financial Year 2022. The Secretarial Audit report is annexed herewith as Annexure - B to this report. There are no qualifications, reservations or adverse remarks made by Secretarial Auditor in his report. During the year, the Auditor had 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) of the Companies Act, 2013.

24. Related Party Transaction

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Companies Act, 2013, entered into by the Company during the Financial Year, were in the ordinary course of business and on an arm''s length basis. The details of the related party transactions as required under Accounting Standard are set out in Note 45 to the standalone financial statements forming part of this Annual Report.

As per the Listing Regulations, all related party transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee has been obtained for the transactions which are of unforeseen and repetitive nature. The transactions entered into pursuant to the omnibus approval are presented to the Audit Committee by way of a statement giving details of all related party transactions. The Company has developed a Related Party Transactions Policy for the purpose of identification and monitoring of such transactions and can be accessed on the Company''s website at www.cosmofilms.com.

No Material Related Party Transactions (i.e. transactions amounting to ten percent or more of the annual consolidated turnover as per the last

audited financial statements) were entered during the year by your Company except the sale to its wholly owned subsidiary- Cosmo Films Inc. As per Listing Regulations, transactions entered into between a holding company and its wholly owned subsidiary whose accounts are consolidated with such holding company and placed before the shareholders at the general meeting for approval are exempt from obtaining shareholders'' approval. The disclosure of Related Party Transactions as required under section 134(3)(h) of the Companies Act, 2013, in Form AoC - 2 is attached as Annexure - C.

25. Management’s Discussion and Analysis Report

Pursuant to regulations 34 of the Listing Regulations, Management''s Discussion and Analysis Report for the year is presented in a separate section forming part of the Annual Report.

26. Business Responsibility Report

Pursuant to regulations 34 of the Listing Regulations, Business Responsibility Report for the year is presented in a separate section forming part of the Annual Report.

27. Deposits

The Company has not accepted deposit from the public within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

28. Energy Conservation, Technology Absorption and Foreign Exchange Earnings & Outgo

The details of energy conservation, technology absorption and foreign exchange earnings and outgo as required under Section 134(3) of the Companies Act, 2013, read with the Rule 8 of Companies (Accounts of Companies) Rules, 2014 is annexed herewith as Annexure - D to this report.

29. Particulars of Loans, Guarantees or Investments

The Company have duly complied with the provision of Section 186 of the Companies Act, 2013 during the year under review. The details of loans, guarantees and investments are covered in the notes to the Financial Statements.

30. Significant and Material Orders Passed by the Regulators or Courts

During the year under review, no significant / material orders were passed by the regulators or the Courts

or the Tribunals impacting the going concern status and the Company''s operations in future.

31. Change in Nature of Business, if any

There was no change in the nature of business during the year under review.

32. Material Changes and Commitments, if any, Affecting Financial Position of The Company

There were no other material changes / commitments affecting the financial position of the Company or that may require disclosure, between 31^st March, 2022 and the date of Board''s Report.

33. Listing with Stock Exchanges

The Company confirms that it has paid the Annual Listing Fees for the year Financial Year 2022 to the NSE and the BSE where the Company''s equity shares are listed.

34. Annual Return

Pursuant to the provisions of section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at the link: https://www.cosmofilms.com/notifications-notices

35. Investor Education and Protection Fund (IEPF)

Details of Unclaimed Dividend and Shares transferred to IEPF during Financial Year 2021-22 are given in Corporate Governance Report.

36. Corporate Social Responsibility

As a socially responsible Company, Cosmo is committed to increasing its Corporate Social Responsibility (CSR) impact with an aim of playing a bigger role in sustainable development of our society. In pursuit of this objective, a Corporate Social Responsibility (CSR) Committee had been formed by the Company which oversees and facilitates deliberation on the social and environmental consequences of each of the decisions made by the Board.

The Company has in place a Corporate Social Responsibility Policy pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The initiatives undertaken by your Company during the year have been detailed in CSR Section of this

Annual Report. The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out herewith as Annexure - E to this Report.

37. Promotion of Women’s Well Being at Work Place

Cosmo Films 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 the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the said act. There have been no complaints of sexual harassment received during the year.

38. Particulars of Employees And Related Disclosures

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is also enclosed as Annexure - F to this Report.

The information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 pertaining to the top ten employees in terms of remuneration drawn and their other particulars also form part of this report. However, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Companies Act, 2013, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

39. Employee Stock Options

The Company has an Employee Stock Option Plan for the Employees of the Company and its Subsidiaries named as Cosmo Films Shares Based Employee Benefit Scheme, 2021 (“CF SBEB Scheme”). The Plan is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014 and is administered by the HR, Nomination and Remuneration Committee of the Board constituted by the Company pursuant to the provision of Section

The details of the CF SBEB Scheme form part of the Notes to accounts of the Financial Statements in this Annual Report and also available on our website at www.cosmofilms.com.

40. Director’s Responsibility Statement

Pursuant to the section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of knowledge and belief and according to the information and explanations obtained by them, hereby confirm that:

I. In preparation of the annual accounts, applicable accounting standards have been followed along with proper explanation relating to material departures.

II. Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates are made so as to give a true and fair view of the state of affairs of the Company as of 31^st March, 2022 and of the profits of the Company for the year ended on that date.

III. Proper and sufficient care has been taken 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 annual accounts of the Company have been prepared on a going concern basis.

V. Proper Internal Financial Controls were in place and that the Financial Controls were adequate and were operating effectively.

VI. Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

41. Awards & Accolades

During the Year, Company has bagged:

• the SIES SOP Star Award under the Packaging Materials & Components for One side printable & other side Barrier coated Face stock Film;

• the SIES SOP Star Awards under the Packaging Materials & Components category for its Liner less Label Films and both side Top Coated Film;

* the IFCA Star Award under the Innovations in Structure category for its CPP Specialized Film;

* the IFCA Star Award under the Innovations category for its Heat Resistant BOPP Film;

* the National Level Scale Award (Exemplary Position) for Supply Chain and Logistics Excellence under Chemicals Category at the CII Conference in Bangalore in 2021.

42. Secretarial Standards

During the Financial year 2022, the Company has complied with applicable Secretarial Standards issued by the Institute of the Company Secretaries of India.

43. Acknowledgement

Your Directors would also like to extend their gratitude for the co-operation received from financial institutions, the Government of India and regulatory

authorities, and the governments of the countries we have operations in. The board places on record its appreciation for the continued support received from customers, vendors, retailers and business partners, which is indispensable in the smooth functioning of Cosmo. Your Directors also take this opportunity to thank all investors and shareholders, and the stock exchanges for their continued support. Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. Their contribution to the success of this organization is immensely valuable.

For and on behalf of the Board of DirectorsAshok Jaipuria Chairman

Date: May 09, 2022 Place: New Delhi

1

Overview of Performance

During the financial year 2022, on consolidated basis the Company registered sales of '' 3,038 crores with more than 17% volume growth of speciality sales. Consolidated EBITDA for the year increased by 44% to '' 620 crores against '' 430 crores in financial year 2021 primarily due to higher speciality sales by more than 17%, better BOPP films margins due to balanced demand and supply scenario, operational efficiency and better performance by subsidiaries. Your Company has registered 74% growth in EPS during the year. Company’s net debt has reduced to '' 303 crores from '' 438 crores as on 31^st March, 2022 with 0.5 times net debt/EBlTDA ratio.

On Standalone basis, the Company registered sales of '' 2,824 crores with double digit volume growth of speciality sales. Standalone EBITDA for the year increased to '' 526 crores against '' 398 crores in financial year 2021 primarily due to higher speciality sales, better BOPP films

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Mar 31, 2018

The Directors are pleased to present their 41^st Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31, 2018.

1. Summary Financial Results

The Financial Results of the Company for the year ended March 31, 2018, were as follows: (Rs. in Cr)

Particulars	Standalone		Consolidated
	Year Ended	Year Ended	Year Ended	Year Ended
	31st March 2018	31st March 2017*	31st March 2018	31st March 2017*
Net Sales	1826.58	1457.84	1936.23	1586.92
Other Income	34.84	14.93	34.51	15.47
Profit before Interest, Depreciation and Tax	181.09	185.54	167.59	169.21
Finance Cost (including interest)	50.12	34.42	52.38	35.91
Depreciation	45.50	36.42	51.21	42.11
Exceptional Item	-	-	-	-
Profit before Tax	85.47	114.70	64.00	91.19
Provision for Taxation
- Current Tax	15.33	20.50	15.82	20.68
- Deferred Tax	(14.75)	(13.78)	(16.25)	(15.25)
Profit After Tax	84.89	107.98	64.43	85.74
Extraordinary Item	-	-	-	-
Profit after Tax Including Extraordinary Item	84.89	107.98	64.43	85.74
Minority Interest	-	-	-	-
Appropriations:
Dividend-Equity Shares	-	-	-	-
Dividend Tax	-	-	-	-
General Reserve	-	-	-	-

Note: The Company has adopted Indian Accounting Standard (referred to as ‘Ind AS’) with effect from April 1, 2017 and accordingly these financial results along with the comparatives have been prepared in accordance with the recognition and measurement principles stated therein, prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules issued thereunder and the other accounting principles generally accepted in India.

2. Overview of Performance

In financial year 2018, Net Sales increased by 22% to Rs. 1936 crores from Rs. 1587 crores in financial year 2017. Sales volume grew by 25% with 20% growth in Speciality films. BOPP film margins continued to be volatile and wiped out gains of volume increase and better product mix.

Company’s continuous focus on improving operational efficiencies helped in maintaining EBIDTA level. Consolidated EBIDTA for the financial year 2018 is Rs. 168 crores against Rs. 169 crores in financial year 2017. PAT and EPS dropped from last year primarily due to higher interest and depreciation of the new BOPP line commissioned last year. Consolidated PAT for financial year 2018 is Rs. 64 crores against Rs. 85 crores to that of last year.

Key focus areas for the financial year 2018 were -

- Creating Customer Centric Culture including Robust Service Offer, New Offices Overseas, CRM, Establishing tripartite partnership between us, Converters and Brand Owners

- Improving Product Mix towards Value Add, in line with objective to de-commoditize the business model. Speciality Films sale grew 20% over last year.

- Improving utilisation of new BOPP capacity commissioned in 2017, which resulted in 25% increase in volume.

- Continuous focus on improving Internal Operational Efficiencies

Company launched many new products during the financial year. Under Packaging films category, BOPP Conduction Sealing Film, High Metal Bond CPP Film, BOPP Film for SOAP Wrapping were launched. Under Label category, Metalized Label Film was introduced. Under Industrial film category, Cosmo Synthetic Paper and Tape Release Film was launched. Besides these in the Lamination Category, Universal PET Lidding Film and Black and Metalised Velvet Film was launched.

In the coming year, management focus shall continue to be on expanding speciality, close to optimum utilisation of capacity and improving internal efficiencies.

3. Exports

The Company continues to strengthen its exports through brand visibility initiatives taken during the year. Exports during the year increased to Rs. 777 Crores from Rs. 638 Crores in financial year 2017.

4. Share Capital

During the year under review, there was no change in the Company’s issued, subscribed and paid-up equity share capital. On March 31, 2018, it stood at Rs. 19.44 Crores divided into 1,94,40,076 equity shares of Rs. 10/- each.

5. General Reserve

The Company has not transferred any amount to General Reserve during the Year.

6. Dividend

Equity dividend of Rs. 6.00/- per share (Previous Year Equity dividend of Rs. 10.00/- per share) has been recommended by the Board of Directors for the year ended March 31, 2018 amounting to Rs. 11.66 Crores (Previous Year Rs. 19.44 Crores) on the Equity Share capital.

7. Details of Subsidiaries

During the year under review, CF (Netherland) Holding Limited B.V., a wholly owned subsidiary of the Company has setup a wholly owned step down subsidiary in Poland namely Cosmo Films Poland SP Z.O.O. for the purpose of sale and distribution of its products manufactured by Company and/or its subsidiaries.

The Company now has seven wholly owned subsidiaries. Pursuant to Section 129(3) of the Companies Act, 2013 and Accounting Standard issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the Financial Statements of its Subsidiaries.

Consolidated Financial Statements form part of this Annual Report. Statement containing the salient feature of the financial statement of the Company’s subsidiaries in Form AOC-1, is enclosed to this Annual Report.

In terms of provisions of Section 136 of the Companies Act, 2013, the Company shall place separate audited accounts of the Subsidiary Companies on its website at www.cosmsofilms.com.

The subsidiaries of Cosmo Films Limited as on March 31, 2018 are listed hereunder:

- CF (Netherlands) Holdings Limited B.V.

- Cosmo Films Japan, GK

- Cosmo Films Singapore Pte Limited

- Cosmo Films Korea Limited

- Cosmo Films Inc.

- CF Investment Holding Private (Thailand) Company Limited

- Cosmo Films Poland SP. Z.O.O.

8. Research and Development (R&D)

The Company takes pride in its continuous research and development which focus on providing innovative solutions as opposed to simply producing commodity films. With these consistent efforts in research and development activities, Cosmo is well placed to benefit from accelerated growth and drive new product development globally.

The Company is focussing its research activities on speciality labels, high barrier films and synthetic paper film. Other focus area include:

- The identification of technical (product/ applications) growth areas through customer activities, exhibitions, publications and technical interactions;

- Increasing the occupancy of value adds in the product baskets;

- Efforts towards down gauging in products;

- Reducing consumption of raw materials & fuel thereby reducing the carbon footprint

9. Capital Expenditure

Your Company has five state of the art manufacturing facilities spread across India (3), US (1) and Korea (1), with a total installed capacity of 196,000 MT per annum of BOPP films, 40,000 MT per annum of Thermal Lamination Films, 22,200 MT per annum of Metalized Films,10,000 MT per annum of Coated Films and 10000 MT per annum of CPP Films. The Company has recently added new line for production of CPP Films and metalized films at Karjan Gujarat. This line is having capacity of 7500 MT per annum. During the year under review, your Company incurred capital expenditure of Rs. 71.09 Cr as compared to Rs. 22.10 Cr for F.Y. 2017.

10. Corporate Governance

Cosmo is committed to maintaining best standards of Corporate Governance and has always tried to build the maximum trust with shareholders, employees, customers, suppliers and other stakeholders.

A separate section on Corporate Governance forming part of the Directors’Report and the certificate from the Practicing Company Secretary confirming compliance of the Corporate Governance norms as stipulated in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) is included in the Annual Report in Annexure - A.

11. Internal Financial Control and its Adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

The Internal Financial control is supplemented by an extensive program of internal audit conducted by in house trained personnel and external firm of Chartered Accountants appointed on recommendation of the Audit Committee and the Board. The audit observations and corrective action, if any, taken thereon are periodically reviewed by the Audit committee to ensure effectiveness of the Internal Financial Control System. The internal financial control is designed to ensure that the financial and other records are reliable for preparing financial statements and other data, and for maintaining accountability of persons.

12. Risk Management

Cosmo has a robust process in place to identify key risks across the organisation and prioritise relevant action plans to mitigate these risks. The Risk Management Committee has been entrusted with the responsibility to assist the Board members about the risk assessment and its minimization procedures, which includes discussing the management submissions on risks, prioritising key risks and approving action plans to mitigate such risks.

The risk management procedure is reviewed by the Audit Committee and Board of Directors on regular basis at the time of review of quarterly financial results of the Company. A report on the various risks that may pose challenge to your Company are set out as a part of Management, Discussion and Analysis section of this report.

Cosmo’s Risk Policy has been uploaded on Company’s website at www.cosmofilms.com.

13. Vigil Mechanism / Whistle Blower Policy

The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism for the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy without fear of reprisal. The policy is accessible on the Company’s website.

14. Diversity of the Board

The Company believes that diversity is important to the work culture at any organisation. In particular, a diverse Board, among others, will enhance the quality of decisions by utilizing different skills, qualifications and professional experience for achieving sustainable and balanced development.

15. Directors

(a) Chairman

Mr. Ashok Jaipuria, is the Chairman & Managing Director of the Company.

(b) Appointment and Reappointment

Ms. Alpana Parida is Non Executive and Non Independent Director of the Company and is retiring by rotation. She being eligible offers herself for reappointment at the ensuing Annual General Meeting.

Mr. Anil Wadhwa has been appointed as Additional Director under the category of Independent Director w.e.f. 23^rd May, 2018.

(c) Status of Directors

Mr. Anil Kumar Jain is Whole Time Director of the Company. Mr. Rajeev Gupta, Mr. H.K. Agrawal, Mr. Ashish Guha, Mr. Pratip Chaudhuri, Mr. H. N. Sinor and Mr. Vivek Nangia are the Independent Directors of the Company.

(d) Independent Directors Declaration

The Company has received necessary declaration from each Independent Director under section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

16. Key Managerial Personnel

During the year under review, there was no change in KMP of the Company. The following personnel’s have been designated as KMPs as per the definition under Section 2(51) and Section 203 of the Act:

1. Mr. Ashok Jaipuria, Chairman & Managing Director

2. Mr. A. K. Jain, Director of Corporate Affairs

3. Mr. Pankaj Poddar, Chief Executive Officer

4. Mr. Neeraj Jain, Chief Financial Officer

5. Ms. Jyoti Dixit, Company Secretary

17. Familiarization Programme for the Independent Directors

The Company follows a well-structured induction programme for orientation and training of Directors at the time of their joining so as to provide them with an opportunity to familiarise themselves with the Company, its management, its operations and the industry in which the Company operates.

At the time of appointing a Director, a formal letter of appointment is given to him/her, which inter alia explains the role, function, duties and responsibilities expected of him/her as a Director of the Company. The Director is also explained in detail the Compliance required from him under the Companies Act, 2013, the Listing Regulations and other relevant regulations and affirmation taken with respect to the same.

The induction programme includes:

1) For each Director, a one to one discussion with the Chairman and Managing Director to familiarise the former with the Company’s operations

2) An opportunity to interact with the CEO, CFO & Company Secretary, business heads and other senior officials of the Company, who also make presentations to the Board members on a periodical basis, briefing them on the operations of the Company, strategy, risks, new initiatives, etc.

The details of the familiarisation programme may be accessed on the Company’s corporate website (www.cosmofilms.com).

18. Remuneration Policy

Your Company is driven by the need to foster a culture of leadership with mutual trust. Cosmo’s remuneration policy, which is aligned to this philosophy, is designed to attract, motivate, retain manpower and improve productivity by creating a congenial work environment, encouraging initiative, personal growth and teamwork besides offering appropriate remuneration package. Pursuant to the applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors.

Members can download the complete remuneration policy on the Company’s website (www.cosmofilms.com).

Disclosure of details of payment of remuneration to Managerial Personnel under Schedule V Part II, Section II (A) forms part of this Corporate Governance Report

19. Performance Evaluation of the Board

In terms of provisions of Companies Act, 2013 read with the Rules issued thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board of Directors on recommendation of the HR, Nomination and Remuneration Committee, have evaluated the effectiveness of the Board/Director(s) for the year.

20. Board and Committee Meetings

The Company prepares a calendar and circulates to all the directors in advance. During F.Y. 2018, Five (5) meetings of the Board of Directors and Five (5) Audit Committee meetings were held. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

Details of the composition of the Board and its Committees and of the Meetings held, attendance of the Directors at such Meetings and other relevant details are provided in the Corporate Governance 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.

21. Auditors

(a) Statutory Auditors

M/s. Walker, Chandiok & Co. LLP Chartered Accountants were appointed as Statutory Auditors of the Company in the 38^th AGM (held on 06^th August, 2015) to hold office for a period of 5 years until the conclusion of the 43^rd Annual General Meeting subject to ratification at every Annual General Meeting

However, in accordance with the Companies Amendment Act, 2017, enforced on 7^th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting. Therefore, they will continue as Statutory Auditors for next financial year.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditor‘s Report are self-explanatory.

(b) Cost Auditors

M/s. Jayant B. Galande, Cost Accountants were appointed as Cost Auditors of the Company for the Financial Year F.Y. 2018. In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration payable to the Cost Auditors is required to be ratified by the shareholders, the Board recommends the same for approval by shareholders at the ensuing AGM.

(c) Secretarial Auditors

The Company has appointed M/s. DMK Associates, Company Secretaries, New Delhi, to conduct its Secretarial Audit for the Financial Year ended March 31, 2018. The Secretarial Auditors have submitted their report, confirming compliance by the Company of all the provisions of the applicable corporate laws. Auditors mentioned in their report that the Company is not having valid renewal of Fire NOC for its plant located at Waluj, Aurangabad, Maharashtra. Company has already applied for its renewal.

22. Related Party Transaction

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered into by the Company during the Financial Year, were in the ordinary course of business and on an arm’s length basis. The details of the related party transactions as required under Accounting Standard are set out in Note 42 to the standalone financial statements forming part of this Annual Report.

No Material Related Party Transactions, i.e. transactions amounting to ten percent or more of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions to be provided under section 134(3)(h) of the Companies Act, 2013, in Form AOC - 2 is not applicable.

As per the Listing Regulations, all related party transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee has been obtained for the transactions which are of foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval are presented to the Audit Committee by way of a statement giving details of all related party transactions. The Company has developed a Related Party Transactions Policy for the purpose of identification and monitoring of such transactions and can be accessed on the Company’s website (www.cosmofilms.com).

23. Management’s Discussion and Analysis Report

Pursuant to regulations 34 of the Listing Regulations, Management’s Discussion and Analysis Report for the year is presented in a separate section forming part of the Annual Report.

24. Deposits

The Company has not accepted deposit from the public within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

25. Energy Conservation, Technology Absorption and Foreign Exchange Earnings & Outgo

The details of energy conservation, technology absorption and foreign exchange earnings and outgo as required under Section 134(3) of the Companies Act, 2013, read with the Rule 8 of Companies (Accounts of Companies) Rules, 2014 is annexed herewith as Annexure - C to this report.

26. Particulars of Loans, Guarantees or Investments

The Company have duly complied with the provision of Section 186 of the Companies Act, 2013 during the year under review. The details of loans, guarantees and investments are covered in the notes to the Financial Statements.

27. Significant and Material Orders Passed by The Regulators or Courts

During the year under review, no significant / material orders were passed by the regulators or the Courts or the Tribunals impacting the going concern status and the Company’s operations in future.

28. Change in Nature of Business, if any

There was no change in the nature of business during the year under review.

29. Material Changes and Commitments, if any, Affecting Financial Position of The Company

There were no other material changes / commitments affecting the financial position of the Company or that may require disclosure, between March 31, 2018 and the date of Board’s Report.

30. Listing with Stock Exchanges

The Company confirms that it has paid the Annual Listing Fees for the year F.Y. 2018 to the NSE and the BSE where the Company’s equity shares are listed.

31. Extract of the Annual Return

Pursuant to the provisions of section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in form MGT 9 is enclosed as Annexure - D to this Annual Report.

32. Corporate Social Responsibility

As a socially responsible Company, Cosmo is committed to increasing its Corporate Social Responsibility (CSR) impact with an aim of playing a bigger role in sustainable development of our society. In pursuit of this objective, a Corporate Social Responsibility (CSR) Committee had been formed by the Company which oversees and facilitates deliberation on the social and environmental consequences of each of the decisions made by the Board.

The Company has in place a Corporate Social Responsibility Policy pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The initiatives undertaken by your Company during the year have been detailed in CSR Section of this Annual Report. The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out herewith as Annexure - E to this Report.

33. Promotion of Women’s Well Being at Work Place

Cosmo Films 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 the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. There have been no complaints of sexual harassment received during the year.

34. Particulars of Employees And Related Disclosures

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is also enclosed as Annexure - F to this Report.

The information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 pertaining to the top ten employees in terms of remuneration drawn and their other particulars also form part of this report. However, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

35. Employee Stock Options

The Company has an Employee Stock Option Plan for the Employees of the Company and its Subsidiaries named as “Cosmo Films Employee Stock Option Plan, 2015”. The Plan is in compliance with the SEBI (Share Based Employee Benefits) Regulations 2014 and is administered by the HR, Nomination and Remuneration Committee of the Board constituted by the Company pursuant to the provision of Section 178 of the Companies Act, 2013.

The details of the Employee Stock Options Plan form part of the Notes to accounts of the Financial Statements in this Annual Report and also available on our website www.cosmofilms.com

36. Director’s Responsibility Statement

Pursuant to the section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of knowledge and belief and according to the information and explanations obtained by them, hereby confirm that:

I. In preparation of the annual accounts, applicable accounting standards have been followed along with proper explanation relating to material departures

II. Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates are made so as to give a true and fair view of the state of affairs of the Company as of 31st March, 2018 and of the profits of the Company for the year ended on that date

III. Proper and sufficient care has been taken 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 annual accounts of the Company have been prepared on a going concern basis.

V. Proper Internal Financial Controls were in place and that the Financial Controls were adequate and were operating effectively.

VI. Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

37. Awards & Recognition

During the Year, Company has been awarded the prestigious SAP HAnA Visionary Award and SIES SOP and IFCA Star award.

38. Compliances with Secretarial Standards

During the year, the Company is in compliance of both erstwhile and revised Secretarial Standard -1 (Meetings of the Board of Directors), Secretarial Standard-2 (General Meetings) effective from 1^st October, 2017 and Secretarial Standard - 3 (Dividend) effective from 1^st January, 2018.

39. Acknowledgement

Your Directors would also like to extend their gratitude for the co-operation received from financial institutions, the Government of India and regulatory authorities, and the governments of the countries we have operations in. The board places on record its appreciation for the continued support received from customers, vendors, retailers and business partners, which is indispensable in the smooth functioning of Cosmo. Your Directors also take this opportunity to thank all investors and shareholders, and the stock exchanges for their continued support. Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. Their contribution to the success of this organization is immensely valuable.

For and on behalf of the Board of Directors

Ashok Jaipuria

Chairman

Date : May 23, 2018

Place : New Delhi

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Mar 31, 2017

The Directors are pleased to present their 40^th Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31, 2017.

1. Summary Financial Results

The Financial Results of the Company for the year ended March 31, 2017, were as follows:

(Rs. in Cr)

Particulars	Standalone		Consolidated
	Year Ended	Year Ended	Year Ended	Year Ended
	31st March 2017	31st March 2016	31st March 2017	31st March 2016
Net Sales	1450.63	1,434.44	1580.09	1,615.58
Other Income	15.87	10.22	15.63	10.58
Profit before Interest, Depreciation and Tax	181.99	201.46	167.26	196.84
Finance Cost (including interest)	28.80	28.78	30.29	30.18
Depreciation	34.00	31.17	39.69	35.68
Exceptional Item	(0.42)	(6.36)	(2.48)	(6.94)
Profit before Tax	118.77	135.15	94.80	124.04
Provision for Taxation
- Current Tax	(3.21)	4.84	(3.03)	4.85
- Deferred Tax	10.43	22.04	8.98	22.95
Profit After Tax	111.55	108.27	88.85	96.24
Extraordinary Item	-	-	-	-
Profit after Tax Including Extraordinary Item	111.55	108.27	88.95	96.24
Minority Interest	-	-	-	-
Appropriations:
Dividend-Equity Shares	-	19.44	-	19.44
Dividend Tax	-	3.96	-	3.96
General Reserve	-	-	-	-

Note: Previous year figures have been restated wherever necessary

2. Overview of Performance

During the financial year 2017, Speciality sales of the Company grew about 20% on YoY basis. On full year basis, revenue marginally declined by (2.2%) to Rs.1,580 crores from Rs.1,616 crores in financial year 2016, however there was 5% increase in sales volume. This lower sales price realization is primarily due to reduced raw material prices where the benefit was then passed on to the end customers. In addition, there was drop in commodity film prices which to some extent was compensated by an increase in the sale of higher margin specialty products and benefits from operational efficiency improvements.

During the Financial Year 2017 EBITDA declined to Rs.167 crores from Rs.197 crores in Financial Year 2016 with margins under pressure for most part of the second half (post mid November 2016) due to the impact of demonetization. However, margins started to recover since the start of the year and with an increasing focus towards the higher margin Specialty Film category and new product launches for Value Added Films. These business developments are likely to support the move toward normalized margins in the coming quarters.

During the financial year, the Company was able to avail tax deduction on the new investment in plants and machinery allowable under the Income Tax Act. As the Company commissioned new investment in the plant and machinery it was eligible for investment allowance having overall impact of Rs.9.8 Crores on its tax.

Company’s overseas subsidiaries continue to be on improving trend operationally. The overseas subsidiaries achieved a break even in quarter four taken together at EBITDA level.

Company launched many new products during the financial year. Under packaging films category, high moisture barrier films, aroma barrier films, aroma and oxygen barrier films were launched. These films have excellent moisture and gas barrier properties. Under lamination category, black velvet lamination films, scuff free matte lamination films were introduced. Under industrial film category, low noise tape was launched that is easy to release and generates low noise on unwinding. Besides these there were many other new product launches.

3. Exports

The Company continues to strengthen its exports through brand visibility initiatives taken during the year. Exports during the year increased to Rs.638 Crores from Rs.612 Crores in financial year 2016.

4. Share Capital

During the year under review, there was no change in the Company’s issued, subscribed and paid-up equity share capital. On March 31, 2017, it stood at Rs.19.44 Cr divided into 1,94,40,076 equity shares of Rs.10/- each.

5. General Reserve

The Company has not transferred any amount to General Reserve during the Year.

6. Dividend

Equity dividend of Rs.10.00 per share (Previous Year Interim Dividend of Rs.10.00/- per share) has been recommended by the Board of Directors for the year ended March 31, 2016 amounting to Rs.19.44 Crores (Previous Year Rs.19.44 Crores) on the Equity Share capital.

7. Details of Subsidiaries

(a) Subsidiaries Ceased during the Year

- With effect from October 28, 2016, Cosmo Films (Netherlands) Cooperatief U.A, a step down wholly owned subsidiary of CF Global Holdings Ltd, (the wholly owned subsidiary of Cosmo Films Limited) stands liquidated. The liquidation has no effect on shareholding pattern of Cosmo Films Limited.

- With effect from March 31, 2017, CF Global Holdings Ltd, a (the wholly owned subsidiary of Cosmo Films Limited) stands liquidated. The liquidation has no effect on shareholding pattern of Cosmo Films Limited. Consequently CF (Netherlands) Holdings Limited B.V becomes the direct wholly owned subsidiary of Cosmo Films Limited.

(b) Subsidiaries as on 31^st March, 2017 and related Disclosure

Post the development, the Company has six wholly owned subsidiary companies. Pursuant to Section 129(3) of the Companies Act, 2013 and Accounting Standard-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the Financial Statements of its Subsidiaries. Consolidated Financial Statements form part of this Annual Report. Statement containing the salient feature of the financial statement of the Company’s subsidiaries, is enclosed as Annexure - A to this Annual Report.

In terms of provisions of Section 136 of the Companies Act, 2013, the Company shall place separate audited accounts of the Subsidiary Companies on its website at www.cosmofilms.com. The subsidiaries of Cosmo Films Limited as on March 31, 2017 are listed hereunder:

- CF (Netherlands) Holdings Limited B.V

- Cosmo Films Japan, GK

- Cosmo Films Singapore Pte Limited

- Cosmo Films Korea Limited

- Cosmo Films Inc.

- CF Investment Holding Private (Thailand) Company Limited

8. Research and Development (R&D)

The Company takes pride in its continuous research and development which focus on providing innovative solutions as opposed to simply producing commodity films. With these consistent efforts in research and development activities, Cosmo is well placed to benefit from accelerated growth and drive new product development globally. Recently Cosmo has developed a special BOPP film that enhances the moisture resistance of cement bags. The film is used for laminating block bottom cement bags which are made of woven PP material and is already in commercial use by leading cement brands. Cosmo’s special film provides additional protection to the contents by adding a moisture barrier while enhancing the print quality of the packaging.

- Expenditure on Research & Development

Particulars	31st March, 2017	31st March, 2016
A. Capital	4.33	0.31
B. Recurring	4.06	3.73
Total	8.39	4.04

The Company is focussing on specialty labels and high barrier films. Other focus area include:

- The identification of technical (product/ applications) growth areas through customer activities, exhibitions, publications and technical interactions;

- Increasing the occupancy of value adds in the product baskets;

- Efforts towards down gauging in products;

- Reducing consumption of raw materials & fuel thereby reducing the carbon footprint

9. Capital Expenditure

Your Company has five state of the art manufacturing facilities spread across India (3), US (1) and Korea (1), with a manufacturing capacity of 196,000 MT per annum of BOPP films, 40,000 MT per annum of Thermal Lamination Films, 15,000 MT per annum of Metalized Films and 10,000 MT per annum of Coated Films. The Company has recently added a new line for the production of BOPP films at Karjan, Gujarat ahead of its schedule and at capital cost lower than planned. The line is 10.4 meter wide with a capacity of 60,000 MT per annum and is considered to be the most advanced line in India. The new installed capacity is expected to add an additional 35% to 40% production volume in Financial Year 2018.

During the year under review, your Company incurred capital expenditure of Rs.221.19 Cr as compared to Rs.83.83 Cr for F.Y. 2016.

10. Corporate Governance

Cosmo is committed to maintaining the best standards of Corporate Governance and has always tried to build the maximum trust with shareholders, employees, customers, suppliers and other stakeholders.

A separate section on Corporate Governance forming part of the Directors’ Report and the certificate from the Practicing Company Secretary confirming compliance of the Corporate Governance norms as stipulated in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) is included in the Annual Report in Annexure - B.

11. Internal Controls Systems and Their Adequacy

The Company has in place a strong system of internal controls, commensurate with the nature of its business and the size and complexity of its operations. These systems ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transactions are authorized, recorded and reported quickly. The systems are routinely tested and certified by Statutory as well as Internal Auditors and cover all offices, plant facilities and key areas of business. Independence of the internal audit and compliance is ensured by direct reporting to the Audit Committee of the Board. This process is standardized and generates alerts for proper and timely compliance.

A CEO and CFO Certificate, forming part of the Corporate Governance Report, further confirms the existence and effectiveness of internal controls and reiterates their responsibilities to report deficiencies to the Audit Committee and rectify the same. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

12. Risk Management

Cosmo has a robust process in place to identify key risks across the organisation and prioritise relevant action plans to mitigate these risks. The Risk Management Committee has been entrusted with the responsibility to assist the Board members about the risk assessment and its minimization procedures, which includes discussing the management submissions on risks, prioritising key risks and approving action plans to mitigate such risks.

The risk management procedure is reviewed by the Audit Committee and Board of Directors on regular basis at the time of review of quarterly financial results of the Company. A report on the various risks that may pose challenge to your Company are set out as a part of Management, Discussion and Analysis section of this report.

Cosmo’s Risk Policy has been uploaded on Company’s website at www.cosmofilms.com.

13. Vigil Mechanism / Whistle Blower Policy

The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism for the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy without fear of reprisal. The policy is accessible on the Company’s website.

14. Diversity of the Board

The Company believes that diversity is important to the work culture at any organisation. In particular, a diverse Board, among others, will enhance the quality of decisions by utilizing different skills, qualifications and professional experience for achieving sustainable and balanced development.

15. Directors

(a) Chairman

Mr. Ashok Jaipuria, is the Chairman & Managing Director of the Company.

(b) Appointment and Reappointment

Mr. Vivek Nangia has been appointed as Additional Director of the Company in capacity of Non Executive Independent Director w.e.f. 03, November, 2016. Mr. Anil Kumar Jain is Whole Time Director of the Company retires by rotation and being eligible offer himself for reappointment at the ensuing Annual General Meeting.

(c) Status of Directors

Ms. Alpana Parida is Non Executive and Non Independent Director of the Company. Mr. Rajeev Gupta, Mr. H.K. Agrawal, Mr. Ashish Guha, Mr. Pratip Chaudhuri, and Mr. H. N. Sinor are the Independent Directors of the Company.

(d) Independent Directors Declaration

The Company has received necessary declaration from each Independent Director under section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

16. Key Managerial Personnel

During the year under review, there was no change in KMP of the Company. The following personnel’s have been designated as KMPs as per the definition under Section 2(51) and Section 203 of the Act:

1. Mr. Ashok Jaipuria, Chairman & Managing Director

2. Mr. A. K. Jain, Director of Corporate Affairs

3. Mr. Pankaj Poddar, Chief Executive Officer

4. Mr. Neeraj Jain, Chief Financial Officer

5. Ms. Jyoti Dixit, Company Secretary

17. Familiarization Programme for the Independent Directors

The Company follows a well-structured induction programme for orientation and training of Directors at the time of their joining so as to provide them with an opportunity to familiarise themselves with the Company, its management, its operations and the industry in which the Company operates.

At the time of appointing a Director, a formal letter of appointment is given to him/her, which inter alia explains the role, function, duties and responsibilities expected of him/her as a Director of the Company. The Director is also explained in detail the Compliance required from him/her under the Companies Act, 2013, the Listing Regulations and other relevant regulations and affirmation taken with respect to the same.

The induction programme includes:

1) For each Director, a one to one discussion with the Chairman and Managing Director to familiarise the former with the Company’s operations

2) An opportunity to interact with the CEO, CFO & Company Secretary, business heads and other senior officials of the Company, who also make presentations to the Board members on a periodical basis, briefing them on the operations of the Company, strategy, risks, new initiatives, etc.

The details of the familiarisation programme may be accessed on the Company’s corporate website (www.cosmofilms.com).

18. Remuneration Policy

Your Company is driven by the need to foster a culture of leadership with mutual trust. Cosmo’s remuneration policy, which is aligned to this philosophy, is designed to attract, motivate, retain manpower and improve productivity by creating a congenial work environment, encouraging initiative, personal growth and teamwork besides offering appropriate remuneration package. Pursuant to the applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors.

Members can download the complete remuneration policy on the Company’s website (www.cosmo films.com).

Disclosure of details of payment of remuneration to Managerial Personnel under Schedule V Part II, Section II (A) forms part of this Corporate Governance Report

19. Performance Evaluation of the Board

In terms of the provisions of Companies Act, 2013 read with the Rules issued thereunder and SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the Board of Directors on recommendation of the HR, Nomination and Remuneration Committee, have evaluated the effectiveness of the Board/Director(s) for the year.

20. Board Meetings

The Company prepares a calendar and circulates to all the directors in advance. During F.Y. 2017, Five (5) meetings of the Board of Directors and four (4) Audit Committee meetings were held. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

Details of the composition of the Board and its Committees and of the Meetings held, attendance of the Directors at such Meetings and other relevant details are provided in the Corporate Governance Report.

21. Auditors

(a) Statutory Auditors

M/s. Walker, Chandiok & Co. LLP Chartered Accountants were appointed as Statutory Auditors of the Company in the 38^th AGM (held on 06th August, 2015) to hold office for a period of 5 years until the conclusion of the 43^rd Annual General Meeting, subject to ratification by members at every AGM.

The Statutory Auditors seek ratification of their appointment for the Financial Year 2017-18 at the ensuing Annual General Meeting.

The Company has received a letter from Walker, Chandiok & Co. LLP, Chartered Accountants, expressing their willingness for their appointment to be ratified as Statutory Auditors of the Company and further confirmed that their ratification, if made, will be in compliance with provisions of Section 141(3)(g) of the Companies Act, 2013. The Audit Committee of at its Meeting has recommended their ratification for the F.Y. 2017-18.

(b) Cost Auditors

Messrs Jayant B. Galande, Cost Accountants were appointed as Cost Auditors of the Company for the Financial Year F.Y. 2017. In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration payable to the Cost Auditors is required to be ratified by the shareholders, the Board recommends the same for approval by shareholders at the ensuing AGM.

(c) Secretarial Auditors

The Company has appointed M/s. DMK Associates, Company Secretaries, New Delhi, to conduct its Secretarial Audit for the Financial Year ended March 31, 2017. The Secretarial Auditors have submitted their report, confirming compliance by the Company of all the provisions of the applicable corporate laws. The Report does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report, annexed as Annexure - C to this report, does not contain any qualifications, reservation or adverse remarks.

22. Related Party Transaction

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered into by the Company during the Financial Year, were in the ordinary course of business and on an arm’s length basis. The details of the related party transactions as required under Accounting Standard-18 are set out in Note 30 to the standalone financial statements forming part of this Annual Report.

No Material Related Party Transactions, i.e. transactions amounting to ten percent or more of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions to be provided under section 134(3)(h) of the Companies Act, 2013, in Form AOC - 2 is not applicable.

As per the Listing Regulations, all related party transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee has been obtained for the transactions which are of foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval are presented to the Audit Committee by way of a statement giving details of all related party transactions. The Company has developed a Related Party Transactions Policy for the purpose of identification and monitoring of such transactions and can be accessed on the Company’s website (www.cosmofilms.com).

23. Management’s Discussion and Analysis Report

Pursuant to regulations 34 of the Listing Regulations, Management’s Discussion and Analysis Report for the year is presented in a separate section forming part of the Annual Report.

24. Deposits

The Company has not accepted deposit from the public within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

25. Energy Conservation, Technology Absorption and Foreign Exchange Earnings & Outgo

The details of energy conservation, technology absorption and foreign exchange earnings and outgo as required under Section 134(3) of the Companies Act, 2013, read with the Rule 8 of Companies (Accounts of Companies) Rules, 2014 is annexed herewith as Annexure - D to this report.

26. Particulars of Loans, Guarantees or Investments

The Company have duly complied with the provision of Section 186 of the Companies Act, 2013 during the year under review. The details of loans, guarantees and investments are covered in the notes to the Financial Statements.

27. Significant and Material Orders Passed by The Regulators or Courts

During the year under review, no significant / material orders were passed by the regulators or the Courts or the Tribunals impacting the going concern status and the Company’s operations in future.

28. Change in Nature of Business, if any

There was no change in the nature of business during the year under review.

29. Material Changes and Commitments, if any, Affecting Financial Position of The Company

Your Company closely monitors the growing need of the retail and packaging industry and in order to meet the growing demand Company has recently announced a further plan to set up a new production line for Specialized Polyester (Biaxially-Oriented Polyethylene Teerphthalate) Film at Aurangabad, Maharashtra with capacity of 36,000 MT per annum. This line will require an investment of about Rs.250 Crores which will be funded through internal accruals and debt. The line is scheduled to be commissioned by quarter three of financial year 2019.

There were no other material changes / commitments affecting the financial position of the Company or that may require disclosure, between March 31, 2017 and the date of Board’s Report.

30. Listing with Stock Exchanges

The Company confirms that it has paid the Annual Listing Fees for the year F.Y. 2018 to the NSE and the BSE where the Company’s equity shares are listed.

31. Extract of the Annual Return

Pursuant to the provisions of section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in form MGT 9 is enclosed as Annexure - E to this Annual Report.

32. Corporate Social Responsibility

As a socially responsible Company, Cosmo is committed to increasing its Corporate Social Responsibility (CSR) impact with an aim of playing a bigger role in sustainable development of our society. In pursuit of this objective, a Corporate Social Responsibility (CSR) Committee had been formed by the Company which oversees and facilitates deliberation on the social and environmental consequences of each of the decisions made by the Board.

The Company has in place a Corporate Social Responsibility Policy pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The initiatives undertaken by your Company during the year have been detailed in CSR Section of this Annual Report. The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out herewith as Annexure - F to this Report.

33. Promotion of Women’s Well Being at Work Place

Cosmo Films 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 the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. There have been no complaints of sexual harassment received during the year.

34. Particulars of Employees And Related Disclosures

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is also enclosed as Annexure - G (i) to this Report.

Particulars of the Employees pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is enclosed as Annexure - G (ii) to this Report.

35. EMPOLYEE STOCK OPTIONS

The Company has an Employee Stock Option Plan for the Employees of the Company and its Subsidiaries named as “Cosmo Films Employee Stock Option Plan, 2015”. The Plan is in compliance with the SEBI (Share Based Employee Benefits) Regulations 2014 and is administered by the HR, Nomination and Remuneration Committee of the Board constituted by the Company pursuant to the provision of Section 178 of the Companies Act, 2013.

The details of the Employee Stock Options Plan form part of the Notes to accounts of the Financial Statements in this Annual Report and also available on our website www.cosmofilms.com.

36. Director’s Responsibility Statement

Pursuant to the section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of knowledge and belief and according to the information and explanations obtained by them, hereby confirm that:

I. In preparation of the annual accounts, applicable accounting standards have been followed along with proper explanation relating to material departures

II. Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates are made so as to give a true and fair view of the state of affairs of the Company as of 31st March, 2017 and of the profits of the Company for the year ended on that date

III. Proper and sufficient care has been taken 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 annual accounts of the Company have been prepared on a going concern basis.

V. Proper Internal Financial Controls were in place and that the Financial Controls were adequate and were operating effectively.

VI. Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

37. Awards & Recognition

During the Year, India Ratings and Research (Ind-Ra), a Fitch group company in its rating review has upgraded Cosmo Films Ltd.’s (CFL) long-term credit rating to ‘IND A ’ from previous rating of ‘IND A’.

38. Acknowledgement

Your Directors would also like to extend their gratitude for the co-operation received from financial institutions, the Government of India and regulatory authorities, and the governments of the countries we have operations in. The board places on record its appreciation for the continued support received from customers, vendors, retailers and business partners, which is indispensable in the smooth functioning of Cosmo. Your Directors also take this opportunity to thank all investors and shareholders, and the stock exchanges for their continued support. Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. Their contribution to the success of this organization is immensely valuable.

For and on behalf of the Board of Directors

Ashok Jaipuria

Chairman

Date : May 17, 2017

Place : New Delhi

---

Mar 31, 2015

Dear Members,

The Directors present the 38th Annual Report and the Audited Accounts for the year ended March 31, 2015.

(Rs. in crores)

Standalone Consolidated

1. FINANCIAL RESULTS 2014-15 2013-14 2014-15 2013-14

Net Sales 1472.59 1250.14 1640.56 1456.50

Other income 9.86 13.93 11.17 18.62

Profit before interest, depreciation and tax 126.13 110.97 109.31 115.42

Finance Cost (including Interest) 38.25 40.19 39.88 43.22

Depreciation 30.05 40.34 34.54 45.32

Exceptional Item (9.20) (20.50) 3.33 (28.68)

Profit before Tax 48.63 9.94 38.22 (1.80)

Provision for

* Current Tax (0.32) 1.17 3.90 4.12

* Deferred tax 8.54 0.69 6.66 (0.42)

Profit after Tax 40.41 8.08 27.66 (5.50)

Extraordinary Item - - - -

Profit after tax including extraordinary item 40.41 8.08 27.66 (5.50)

Minority Interest - - - -

APPROPRIATIONS

Less:

Dividend-Equity shares 6.80 1.94 6.80 1.94

Dividend Tax 1.39 0.33 1.39 0.33

General Reserve 4.04 - 4.04 -

2. DIVIDEND

Equity dividend of Rs. 3.50 per share (Previous Year Rs. 1/- per share) has been recommended by the Board of Directors for the year ended March 31,2015 amounting to Rs. 6.80 Crores (Previous Year Rs. 1.94 Crores) on the Equity Share capital.

3. OPERATIONS

On year to year basis net sales has increased by 17.80% on standalone and by12.64% on consolidated basis. .Profit after Tax of the Company has registered an increase by 4 times on standalone basis and 6 times on consolidated basis.

4. EXPORTS

The Company continues to maintain its position of leading BOPP film exporter from India. Exports registered an increase of 28.58% from Rs. 539 crores in 2013-14 to Rs. 693 crores in 2014-15.

5. R & D

Continuous efforts on R & D and Application Development activities are being made to expand the domestic and export markets particularly in BOPP and Speciality Films.

6. DETAILS OF SUBSIDIARY COMPANIES

During the year, CF Global Holdings Limited, the Company's wholly owned subsidiary a) has acquired the entire holding of minority shareholders in its step down subsidiary resulting into all its step down subsidiaries becoming wholly owned b) acquired a step down subsidiary namely CF Investment Holding Private (Thailand) Company Limited, Thailand.

A separate statement containing the salient features of financial statements of all subsidiaries of your Company forms part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013.

The financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Saturdays, Sundays and public holidays upto the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of your Company.

The financial performance of each of the subsidiaries is included in the consolidated financial statements of your Company is set out in the Annexure A to this Report

7. CORPORATE GOVERNANCE

A Management Discussion and Analysis is annexed and form part of this report.

A separate report on Corporate Governance along with the Practicing Company Secretary certificate on compliance of conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement with the Stock Exchanges forms part of this report.

8. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure B to this Report.

9. DIRECTORS

(a) Chairman

Mr. Ashok Jaipuria, is the Chairman & Managing Director of the Company.

(b) Reappointment

Mr. Anil Kumar Jain, Director -Corporate Affairs retire by rotation and being eligible offer himself for reappointment at the ensuing Annual General Meeting.

(c) Status of Directors

The status of Mr. Rajeev Gupta has changed from Non - Independent and Non- Executive Director to Independent Director w.e.f. May 22, 2015 subject to the approval of shareholders his appointment be reconfirmed as Independent Director of the Company for a tenure of five (5) years. Ms. Alpana Parida is Non-Independent and Non-Executive Director of the Company. Mr. H.K. Agrawal and Mr. Ashish Guha are the Independent Directors of the Company.

(d) Additional Directors

Mr. Pratip Chaudhuri and Mr. H. N. Sinor, who were appointed as Additional Directors of the Company and subject to the approval of shareholders be reconfirmed as Independent Directors of the Company for a tenure of five(5) years.

(e) Resignation and Cessation

Mr. Ramakant Dwivedi and Mr. Suresh Rajpal resigned from the Directorship of the Company w.e.f. October 30, 2014 and May 22, 2015 respectively. On his demise Mr. R. Vasudevan ceased to be Director of the Company w.e.f November 04, 2014.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the listing Agreement with the Stock Exchanges.

10. KEY MANAGERIAL PERSONNEL

Mr. Pankaj Poddar, Chief Executive Officer and Mr. Neeraj Jain, Chief Financial Officer and Ms. Jyoti Dixit, Company Secretary are the Key Managerial Personnel of the company in accordance with the provisions of Section 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

11. BOARD EVALUATION

In terms of the provisions of Companies Act, 2013 read with the Rules issued thereunder and Clause 49 of the Listing Agreement, the Board of Directors on recommendation of the HR, Nomination and Remuneration Committee, have evaluated the effectiveness of the Board/Director(s) for the year.

12. MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year four (4) Board Meetings and four (4) Audit Committee Meetings were convened and held. The details are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under Companies Act, 2013.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

14. DEPOSITS

The Company has not accepted deposit from the public within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In terms of the requirement of Clause 49 of the Listing Agreement the Company has formulated a whistle blower policy to deal with instances of fraud and mismanagement, if any.

16. REMUNERATION POLICY

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued thereunder and Clause 49 of the Listing Agreement, the Board of Directors has formulated the Remuneration Policy of your Company on the recommendations of the HR, Nomination and Remuneration Committee. The details are outlined in the Corporate Governance Report.

17. RELATED PARTY TRANSACTIONS

During the year, the Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 which were in the ordinary course of business and on arm's length basis and in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder and Clause 49 of the Listing Agreement. During the year, there were no transactions with related parties which qualify as material transactions under the Listing Agreement.

The details of the related party transactions as required under Accounting Standard -18 are set out in Note 30 to the standalone financial statements forming part of this Annual Report.

The Disclosure required in Form AOC-2 pursuant to Section 134 (3)(h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is NIL.

18. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Corporate Social Responsibility Committee approved the Corporate Social Responsibility (CSR) Policy for your Company pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The initiatives undertaken by your Company during the year have been detailed in CSR Section of this Annual Report.

The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out herewith as Annexure C to this Report.

19. RISK MANAGEMENT

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Risk and Operations Management Committee and the Committee has reviewed and approved the Risk Management Policy of the Company

There are no risks which in the opinion of the Board threaten the existence of your Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.

20. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134 (3) (c) of the Companies Act, 2013, your Directors state that:

(i) In the preparation of the annual accounts, applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates are made so as to give a true and fair view of the state of affairs of the Company as of 31st March, 2015 and of the profits of the Company for the year ended on that date.

(iii) Proper and sufficient care has been taken 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 annual accounts of the Company have been prepared on a going concern basis.

(v) Proper Internal Financial Controls were in place and that the Financial Controls were adequate and were operating effectively.

(vi) Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

21. AUDITORS

Statutory Audit:

M/s. Walker, Chandiok & Co. LLP Chartered Accountants, retire as auditors of the Company at the ensuing Annual General Meeting and seek re- appointment at the ensuing Annual General Meeting of the Company. The Company has received a letter from Walker, Chandiok & Co. LLP, Chartered Accountants, expressing their willingness to be reappointed as statutory auditors of the Company and further confirmed that their reappointment, if made, will be in compliance with provisions of Section 141(3)(g) of the Companies Act, 2013. The Board has proposed to appoint M/s. Walker, Chandiok & Co. LLP, Chartered Accountants, as statutory auditors of the Company for the period of five (5) years from the conclusion of the ensuing Annual General Meeting (subject to ratification of their appointment by Members at every Annual General Meeting to be held after this meeting) till the conclusion of the forty third (43rd) Annual General Meeting of the Company to be held in the calendar year 2020.

Secretarial Audit:

Pursuant to the Provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Managerial Personnel) Rules, 2014, the Company has appointed "M/s DMK Associates", a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company.

The Report of the Secretarial Audit is annexed herewith as "Annexure D."

Cost Auditor:

As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of cost records of the Company every year.

The Board of Directors, on the recommendation of Audit Committee, has appointed Messrs Jayant B. Galande, Cost Accountants, as Cost Auditor to audit the cost accounts of the Company for the Financial Year 2015-16 at a remuneration of Rs. 2,00,000/- plus service tax as applicable and reimbursement of out of pocket expenses. As required under the Companies Act, 2013, a resolution seeking members' approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.

22. AUDITORS' REMARKS

The Auditors' remarks on the annual accounts are self explanatory and do not require further comments from the Company

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

24. CHANGE IN NATURE OF BUSINESS, IF ANY

No change in the nature of the business of the Company done during the year.

25. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments which have occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report that may affect the financial position of the Company.

26. PREVENTION OF SEXUAL HARRASMENT

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. During the year under review, no complaints were reported to the Board.

27. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Particulars of the Employees pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure F to this Report.

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is also enclosed as Annexure F to this Report.

None of the employees covered under Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is a relative of any Director of the Company and holds (by himself or along with his spouse and dependent children) more than two percent of the Equity Shares of the Company.

28. RESERVES

The Company transferred an amount of 4.04 Crores to the General Reserves.

29. APPRECIATION

Your Directors wish to place on record their appreciation of continued support extended by the dealers, distributors, suppliers, investors, bankers, financial institutions. Your Directors also express their appreciation for the committed services by the employees of the Company.

On behalf of the Board

Sd/- Ashok Jaipuria Chairman

Place: New Delhi Date: 07 July, 2015

---

Mar 31, 2014

Dear Member,

The Directors present the 37th Annual Report and the Audited Accounts for the year ended March 31, 2014.

(Rs. in crores)

Standalone Consolidated FINANCIAL RESULTS 2013-14 2012-13 2013-14 2012-13

Net Sales 1250.14 1028.76 1456.50 1248.50 Other income 13.93 17.18 18.62 25.12 Profit before interest, depreciation and tax 110.97 81.61 115.42 106.71 Finance Cost (including Interest) 40.19 22.74 43.22 29.01 Depreciation 40.34 33.17 45.32 38.81 Exceptional Item (20.50) (5.75) (28.68) (17.22) Profit before Tax 9.94 19.95 (1.80) 21.67 Provision for - Current Tax 1.17 2.16 4.12 8.29 - Deferred tax 0.69 3.66 (0.42) 2.05 Profit after Tax 8.08 14.13 (5.50) 11.33 Extraordinary Item - - - - Profit after tax including extraordinary item 8.08 14.13 (5.50) 11.33 Minority Interest - - - - APPROPRIATIONS Less: Dividend-Equity shares 1.94 4.86 1.94 4.86 Dividend Tax 0.33 0.83 0.33 0.83 General Reserve - 1.41 - 1.41

DIVIDEND

Equity dividend of Re. 1 per share (Previous Year Rs. 2.5/- per share) has been recommended by the Board of Directors for the year ended March 31, 2014 amounting to Rs. 1.94 Crores (Previous Year Rs. 4.86 Crores) on the equity share capital.

OPERATIONS

On year to year basis net sales has increased by 21.50% on standalone and by 16.60% on consolidated basis. Operational Profits of the Company has registered an increase of 35.90% on standalone basis and 8.16% on consolidated basis. The Company has commissioned production from its new plant located at Shendra, SEZ, Aurangabad during the year.

The capacity addition in the industry along with unexpected increase in raw material cost has impacted margins during financial year 2013-2014. However, the Company has taken several steps including cost control to increase operating margins and management is confident on achieving results on these steps.

EXPORTS

The Company continues to maintain its position of largest BOPP film exporter from India. Exports registered an increase of 6.13% from Rs. 508 crores in 2012-13 to Rs. 539 crores in 2013-14.

R & D

Continuous efforts on R & D and Application Development activities are being made to expand the domestic and export markets.

DIRECTORS

Mr. Ashok Jaipuria, Chairman & Managing Director of the Company subject to the approval of shareholders is re- appointed for a tenure of five years w.e.f April 02, 2014. Mr. Anil Kumar Jain, Director -Corporate Affairs subject to the approval of shareholders is re-appointed for a tenure of five years w.e.f October 01, 2014. Mr. Rajeev Gupta, Director of the Company, retire by rotation and being eligible offer himself for reappointment at the ensuing Annual General Meeting. Mr. H.K. Agrawal, Mr. Suresh Rajpal and Mr. R. Vasudevan, Independent Directors of the Company subject to the approval of shareholders are re-appointed for a tenure of five years upto the conclusion of 42nd Annual General Meeting of the Company in the calendar year 2019. The appointment of Ms. Alpana Parida, who was appointed as Additional Director is being reconfirmed as Director of the Company. Mr. Ramakant Dwivedi and Mr. Ashish Guha who were appointed as Additional Directors of the Company and subject to the approval of shareholders be reconfirmed as Directors of the Company in Independent Capacity for a tenure of five years.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the listing Agreement with the Stock Exchanges.

FIXED DEPOSIT

The Company has stopped accepting fixed deposits since 17th October 2002. All deposits that remained unclaimed have been deposited in Central Government fund known as Investor Education and Protection Fund.

AUDITORS'' REMARKS

The Auditors'' remarks on the annual accounts are self explanatory and do not require further comments from the Company.

SUBSIDIARY

The Ministry of Corporate Affairs had through a notification dated February 8, 2011 exempted companies from attaching the balance sheet & other documents of its subsidiaries subject to the approval of the Board and fulfillment of certain other conditions. The Board of Directors pursuant to the aforesaid notification had given their consent & resolved for not attaching the Balance Sheet of subsidiaries. Accordingly, these documents are not being attached with the Balance Sheet of the Company. The Consolidated accounts of the company duly audited by the Statutory Auditors forms part of the Annual Report. The Company will provide the annual accounts of the subsidiary Companies and related detailed information to any member of the company seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection for any member in its head office and that of the subsidiary companies.

STATUTORY STATEMENTS

As per the requirements of the Companies Act, 1956, the following information is given in separate statements annexed hereto, which form part of this report:

a) Energy conservation, technology absorption and foreign exchange inflow/outgo pursuant to section 217(1)(e) of the Companies Act, 1956.

b) Particulars of employees pursuant to section 217(2A) of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the Companies Act, 1956, your directors state that:

(i) In the preparation of the annual accounts, applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates are made so as to give a true and fair view of the state of affairs of the Company as of 31st March, 2014 and of the profits of the Company for the year ended on that date.

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The annual accounts of the Company have been prepared on a going concern basis.

CORPORATE GOVERNANCE

A Management Discussion and Analysis is annexed and form part of this report.

A separate report on Corporate Governance along with the Practicing Company Secretary certificate on compliance of conditions of Corporate Governance as stipulated in clause 49 of the listing Agreement with the Stock Exchanges form part of this report.

AUDITORS

M/s. Walker, Chandiok & Co., Chartered Accountants, retire as auditors of the Company at the ensuing Annual General Meeting and seek re-appointment at the ensuing Annual General Meeting of the Company. The Company has received a letter from Walker, Chandiok & Co., Chartered Accountants, expressing their willingness to be reappointed as statutory auditors of the Company and further confirmed that their reappointment, if made, will be in compliance with provisions of Section 141(3)(g) of the Companies Act, 2013. The Board has proposed to appoint M/s. Walker, Chandiok & Co., Chartered Accountants, as statutory auditors of the Company from the conclusion of the ensuing Annual General Meeting.

APPRECIATION

Your Directors wish to place on record their appreciation of continued support extended by the dealers, distributors, suppliers, investors, bankers, financial institutions. Your Directors also express their appreciation for the committed services by the employees of the Company.

On behalf of the Board Ashok Jaipuria Chairman Place: New Delhi Date: August 12, 2014

---

Mar 31, 2013

The Directors present the 36th Annual Report and the Audited Accounts for the year ended March 31, 2013.

(Rs. in crores)

Standalone Consolidated

FINANCIAL RESULTS 2012-13 2011-12 2012-13 2011-12

Net Sales 1028.76 918.95 1248.5 1124.98

Other income 17.18 5.27 25.12 18.16

Profit before interest, depreciation and tax 81.61 101.02 106.71 101.00

Finance Cost (including Interest) 22.74 22.50 29.01 28.46

Depreciation 33.17 30.15 38.81 35.91

Exceptional Item (5.75) 6.90 (17.22) 2.15

Profit before Tax 19.95 55.28 21.67 38.78

Provision for

- Current Tax 5.20 13.98 9.71 11.53

- Deferred tax 0.62 (4.27) 0.63 (2.93)

Profit after Tax 14.13 45.57 11.33 30.18

Extraordinary Item - - - -

Profit after tax including extraordinary item 14.13 45.57 11.33 30.18

Minority Interest - - - (1.34)

APPROPRIATIONS

Less:

Dividend-Equity shares 4.86 9.72 4.86 9.72

Dividend Tax 0.83 1.58 0.83 1.58

General Reserve 1.41 4.56 1.41 3.15

Balance carried forward to the next Year 36.74

DIVIDEND

Equity Dividend of Rs. 2.5 per share (Previous Year Rs. 5/- per share) has been recommended by the Board of Directors for the year ended March 31, 2013 amounting to Rs 4.86 Crores (Previous Year Rs 9.72 Crores) on the equity share capital.

OPERATIONS

On year to year basis net sales has increased by 11.95% (standalone) and by 10.98% (consolidated). Operational Profits of the Company has registered a increase of 5.65% (consolidated) however there is a decline of 19.21% (standalone). New plant at Shendra, SEZ, Aurangabad is expected to be commissioned by July 2013.

The capacity addition in the industry along with unexpected increase in raw material cost has impacted margins during financial year 2012-2013. However, the Company has taken several steps including cost control to increase operating margins and management is confident on achieving results on these steps.

EXPORTS

Cosmo continues to maintain its position of largest BOPP film exporter from India. Exports registered an increase of 21.40% from Rs418.22 crores in 2011-12 to Rs 507.74 crores in 2012-13.

R & D

Continuous efforts on R & D and Application Development activities are being made to expand the domestic and export markets.

DIRECTORS

Mr. Suresh Rajpal and Mr. R. Vasudevan, Directors of the Company, retire by rotation and being eligible offer themselves for reappointment at the ensuing Annual General Meeting.

There are no inter se relationships of any of the Directors in terms of disclosure requirements of the Listing Agreement with the Stock Exchanges.

FIXED DEPOSIT

The Company has stopped accepting fixed deposits since 17th October 2002. All deposits that remained unclaimed have been deposited in Central Government fund known as Investor Education and Protection Fund.

AUDITORS'' REMARKS

The Auditors'' remarks on the annual accounts are self explanatory and do not require further comments from the Company.

SUBSIDIARY

The Ministry of Corporate Affairs had through a notification dated February 8, 2011 exempted companies from attaching the balance sheet & other documents of its subsidiaries as required under Section 212(1) of the Companies Act, 1956 subject to the approval of the Board and fulfillment of certain other conditions. The Board of Directors pursuant to the aforesaid notification had given their consent & resolved for not attaching the Balance Sheet of subsidiaries. Accordingly, these documents are not being attached with the Balance Sheet of the Company. The Consolidated accounts of the company duly audited by the Statutory Auditors forms part of the Annual Report. The Company will provide the annual accounts of the subsidiary companies and related detailed information to any member of the company seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection for any member in its head office and that of the subsidiary companies.

STATUTORY STATEMENTS

As per the requirements of the Companies Act, 1956, the following information is given in separate statements annexed hereto, which form part of this report:

a) Energy conservation, technology absorption and foreign exchange inflow/outgo pursuant to section 217(1)(e) of the Companies Act, 1956.

b) Particulars of employees pursuant to section 217(2A) of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the Companies Act, 1956, your directors state that:

(i) In the preparation of the annual accounts, applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates are made so as to give a true and fair view of the state of affairs of the Company as of 31st March, 2013 and of the profits of the Company for the year ended on that date.

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The annual accounts of the Company have been prepared on a going concern basis.

CORPORATE GOVERNANCE

A Management Discussion and Analysis is annexed and form part of this report.

A separate report on Corporate Governance along with the Practicing Company Secretary certificate on compliance of conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement with the Stock Exchanges form part of this report.

AUDITORS

M/s. Walker, Chandiok & Co., Chartered Accountants, retire as auditors of the Company at the ensuing Annual General Meeting and seek re-appointment at the ensuing Annual General Meeting of the Company. The Company has received a letter from Walker, Chandiok & Co., Chartered Accountants, expressing their willingness to be reappointed as statutory auditors of the Company and further confirmed that their reappointment, if made, will be in compliance with provisions of Section 224 (1B) of the Companies Act, 1956. The Board has proposed to appoint M/s. Walker, Chandiok & Co., Chartered Accountants, as statutory auditors of the Company from the conclusion of the ensuing Annual General Meeting.

APPRECIATION

Your Directors wish to place on record their appreciation of continued support extended by the dealers, distributors, suppliers, investors, bankers, financial institutions. Your Directors also express their appreciation for the committed services by the employees of the Company.

On behalf of the Board



Ashok Jaipuria

Chairman

Place: New Delhi

Date: May 27, 2013

---

Mar 31, 2012

The directors present the 35th Annual report and the audited accounts for the year ended March 31, 2012.

(Rs in crores) Standalone Consolidated

FINANCIAL RESULTS 2011-12 2010-11 2011-12 2010-11

Net Sales 918.95 938.02 1124.98 1129.79

Other income 5.27 10.48 18.16 9.59

Profit before interest, depreciation and tax 101.03 110.37 101.00 98.01

Finance Cost (including Interest) 22.50 19.48 28.46 26.30

Depreciation 30.15 28.30 35.91 34.39

Exceptional Item 6.90 5.10 2.15 3.19

Profit before Tax 55.28 67.69 38.78 40.51

Provision for

- Current Tax 08.41 18.20 12.42 21.72

- Deferred tax 01.30 (2.03) (3.82) (12.20)

Profit after Tax 45.57 51.52 30.18 30.99

Extraordinary Item

Profit after tax including extraordinary item 45.57 51.52 30.18 30.99

Minority Interest - - (1.34) (3.77)

APPROPRIATIONS

Less:

Dividend-Equity shares 9.72 9.72 9.72 9.72

Dividend Tax 1.58 1.58 1.58 1.58

General Reserve 4.56 40.22 3.15 23.46

Balance carried forward to next year 29.71 - 17.07 -

DIVIDEND

Equity dividend of Rs 5 per share (Previous Year Rs 5/- per share) has been recommended by the Board of Directors for the year ended March 31, 2012 amounting to Rs 9.72 Crores (Previous Year Rs 9.72 Crores) on the equity share capital.

OPERATIONS

On year to year basis net sales has declined by 2.03% (standalone) and by 0.43% (consolidated) mainly due to global slowdown. Expansion of new BOPP line of 40,000 MT per annum is as per schedule and will be commissioned by March 2013.

EXPORTS

Cosmo continues to maintain its position of largest BOPP film exporter from India. Exports were declined marginally from Rs 462.86 crores in 2010-11 to Rs 418.22 crores in 2011-12.

R & D

Continuous efforts on R & D and Application Development activities are being made to expand the domestic and export markets.

DIRECTORS

Dr. Surinder Kapur, Mr. Badri Agarwal and Mr. Rajeev Gupta, Directors of the Company, retire by rotation and being eligible offer themselves for reappointment at the ensuing Annual General Meeting.

There are no inter se relationships of any of the directors in terms of disclosure requirements of the listing Agreement with the Stock Exchanges.

FIXED DEPOSIT

The Company has stopped accepting fixed deposits since 17th October 2002. All deposits that remained unclaimed have been deposited in Central Government fund known as Investor Education and Protection Fund.

AUDITORS' REMARKS

The Auditors' remarks on the annual accounts are self explanatory and do not require further comments from the Company.

SUBSIDIARY

The Ministry of Corporate Affairs had through a notification dated February 8, 2011 exempted companies from attaching the balance sheet & other documents of its subsidiaries as required under Section 212(1) of the Companies Act, 1956 subject to the approval of the Board and fulfillment of certain other conditions. The Board of Directors pursuant to the aforesaid notification had given their consent & resolved for not attaching the Balance Sheet of subsidiaries. Accordingly, these documents are not being attached with the Balance Sheet of the Company. The Consolidated accounts of the company duly audited by the Statutory Auditors forms part of the Annual Report. The Company will provide the annual accounts of the subsidiary Companies and related detailed information to any member of the company seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection for any member in its head office and that of the subsidiary companies.

STATUTORY STATEMENTS

As per the requirements of the Companies Act, 1956, the following information is given in separate statements annexed hereto, which form part of this report:

a) Energy conservation, technology absorption and foreign exchange inflow/outgo pursuant to section 217(1)(e) of the Companies Act, 1956.

b) Particulars of employees pursuant to section 217(2A) of the Companies Act, 1956.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the Companies Act, 1956, your directors state that:

(i) In the preparation of the annual accounts, applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates are made so as to give a true and fair view of the state of affairs of the Company as of 31st March, 2012 and of the profits of the Company for the year ended on that date.

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The annual accounts of the Company have been prepared on a going concern basis.

CORPORATE GOVERNANCE

A Management Discussion and Analysis is annexed and form part of this report.

A separate report on Corporate Governance along with the Praticing Company Secretary certificate on compliance of conditions of Corporate Governance as stipulated in clause 49 of the listing Agreement with the Stock Exchanges form part of this report.

AUDITORS

M/s. Walker, Chandiok & Co., Chartered Accountants, retire as auditors of the Company at the ensuing Annual General Meeting and have seek re-appointment at the ensuing Annual General Meeting of the Company. The Company has received a letter from Walker, Chandiok & Co., Chartered Accountants, expressing their willingness to be reappointed as statutory auditors of the Company and further confirmed that their reappointment, if made, will be in compliance with provisions of Section 224 (1B) of the Companies Act, 1956. The Board has proposed to appoint M/s. Walker, Chandiok & Co., Chartered Accountants, as statutory auditors of the Company from the conclusion of the ensuing Annual General Meeting.

APPRECIATION

Your directors wish to place on record their appreciation of continued support extended by the dealers, distributors, suppliers, investors, bankers, financial institutions. Your directors also express their appreciation for the committed services by the employees of the Company.

On behalf of the Board

New Delhi Ashok Jaipuria

May 23, 2012 Chairman

---

Mar 31, 2011

The directors present the 34th Annual report and the audited accounts for the year ended March 31, 2011.

(Rs. in crores)

FINANCIAL RESULTS Standalone Consolidated

2010-11 2009-10 2010-11 2009-10

Net Sales 938.02 748.85 1129.79 959.67

Other income 15.99 7.23 17.98 15.32

Profit before interest, depreciation and tax 112.05 106.24 101.48 105.83

Interest 16.06 15.02 21.80 18.28

Depreciation 28.30 28.92 34.39 33.86

Exceptional Item - - - -

Profit before Tax 67.69 62.30 45.29 53.69

Provision for

- Current Tax 19.27 14.66 23.11 19.17

- Deferred tax (2.03) 1.82 (12.20) (3.89)

Profit after Tax 50.45 45.82 34.38 38.41

Extraordinary Item 1.07 (1.22) (3.39) 29.28

Profit after tax

including

extraordinary item 51.52 44.60 30.99 67.69

Minority Interest - - (3.77) 4.21

APPROPRIATIONS

Less :

Dividend-Equity shares 9.72 9.72 9.72 9.72

Dividend Tax 1.58 1.61 1.58 1.61

General Reserve 36.22 33.27 19.46 52.15

General Reserve II 4.00 - 4.00 -

DIVIDEND

Equity dividend of Rs. 5 per share (Previous Year Rs. 5/- per share) has been recommended by the Board of Directors for the year ended March 31, 2011 amounting to Rs. 9.72 Crores (Previous Year Rs. 9.72 Crores) on the equity share capital.

OPERATIONS

On year to year basis net sales grew by 25.26% (standalone) and by 17.73% (consolidated). The Company is expanding its capacity by adding a new BOPP Line of 40000 MT. The line is expected to be commissioned by January, 2013 for which order has already been placed.

TRANSFER TO RESERVES

An amount of Rs. 4 crore has been appropriated under the heading General Reserve II towards various demands raised against the Company though the management is reasonably confident of winning the litigation against those demands.

EXPORTS

Cosmo continues to maintain its position of largest BOPP film exporter from India. Exports grew from Rs. 334.69 crores in 2009- 10 to Rs. 462.86 crores in 2010-11.

R & D

Continuous efforts on R & D and Application Development activities are being made to expand the domestic and export markets.

DIRECTORS

Mr. Suresh Mathur ceased to be Director of the Company w.e.f. March 10, 2011. The Directors place on record their appreciation for the help, guidance and contribution made by Mr. Suresh Mathur during his tenure as Director.

Mr. Sankaranarayana Rama Iyer has been appointed as a Director in the casual vacancy caused by resignation of Mr. Suresh Mathur w.e.f. 24th May 2011.

Mr. H. K. Agrawal, Director, retire by rotation and being eligible offer himself for reappointment at the ensuing Annual General Meeting.

Mr. Suresh Rajpal, who was appointed as Director on May 28, 2010, in the casual vacancy caused by the resignation of Mr. H. L. Paranjpe holds office upto the date of the ensuing Annual General Meeting.

The Company has received a notice from a member, as required u/s 257 of the Companies Act, 1956, along with the requisite deposit in respect of Mr. Suresh Rajpal, proposing his appointment as Director of the Company.

Mr. Anil Kumar Jain is appointed as a Whole time Director of the Company w.e.f. May 24, 2011. The appointment and remuneration of Mr. Jain is subject to the approval of the shareholders at the Annual General Meeting of the Company.

There are no inter se relationships of any of the directors in terms of disclosure requirements of the listing Agreement with the Stock Exchanges.

FIXED DEPOSIT

The Company has stopped accepting fixed deposits since 17th October 2002. However, deposits of Rs. 0.003 Crores remained unclaimed (Previous Year Rs. 0.004 Crores), as on 31st March 2011.

AUDITORS REMARKS

The Auditors remarks on the annual accounts are self explanatory and do not require further comments from the Company.

SUBSIDIARY

The Ministry of Corporate Affairs had through a notification dated February 8, 2011 exempted companies from attaching the balance sheet & other documents of its subsidiaries as required under Section 212(1) of the Companies Act, 1956 subject to the approval of the Board and fulfillment of certain other conditions. The Board of Directors pursuant to the aforesaid notification had given their consent & resolved for not attaching the Balance Sheet of subsidiaries. Accordingly, these documents are not being attached with the Balance Sheet of the Company. The Consolidated accounts of the company duly audited by the Statutory Auditors forms part of the Annual Report. The Company will provide the annual accounts of the subsidiary Companies and related detailed information to any member of the company seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection for any member in its head office and that of the subsidiary companies.

STATUTORY STATEMENTS

As per the requirements of the Companies Act, 1956, the following information is given in separate statements annexed hereto, which form part of this report:

a) Energy conservation, technology absorption and foreign exchange inflow/outgo pursuant to section 217(1)(e) of the Companies Act, 1956.

b) Particulars of employees pursuant to section 217(2A) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the Companies Act, 1956, your directors state that:

(i) In the preparation of the annual accounts, applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates are made so as to give a true and fair view of the state of affairs of the Company as of 31st March, 2011 and of the profits of the Company for the year ended on that date.

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The annual accounts of the Company have been prepared on a going concern basis.

CORPORATE GOVERNANCE

A Management Discussion and Analysis Report is annexed and forms part of this report.

A separate report on Corporate Governance along with the Auditors certificate on compliance of conditions of Corporate Governance as stipulated in clause 49 of the listing Agreement with the Stock Exchanges form part of this report.

AUDITORS

M/s. B. K. Shroff and Co., Chartered Accountants, retire as auditors of the Company at the ensuing Annual General Meeting and have due to pre-occupancy intimated the Company that they do not seek re-appointment at the ensuing Annual General Meeting of the Company. The Directors place on record their appreciation to the valuable contribution made by M/s. B. K. Shroff and Co., during their association with Company as its statutory auditor. The Company has received a letter from Walker, Chandiok & Co., Chartered Accountants, expressing their willingness to be appointed as statutory auditors of the Company and further confirmed that their appointment, if made, will be in compliance with provisions of Section 224 (1B) of the Companies Act, 1956. The Board has proposed to appoint M/s. Walker, Chandiok & Co., Chartered Accountants, as statutory auditors of the Company from the conclusion of the ensuing Annual General Meeting.

APPRECIATION

Your directors wish to place on record their appreciation of continued support extended by the dealers, distributors, suppliers, investors, bankers, financial institutions. Your directors also express their appreciation for the committed services by the employees of the Company.

On behalf of the Board

Ashok Jaipuria

Chairman

New Delhi

May 24, 2011

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Mar 31, 2010

The directors present the 33rd Annual Report and the audited accounts for the year ended 31st March, 2010 (FY. 2010).

(Rs. crores)

FINANCIAL RESULTS Standalone Consolidated

2009-10 2008-09 2009-10 2008-09

Net Sales 753.26 654.81 963.13 632.69

Profit before interest, depreciation and tax 106.24 104.27 105.83 89.39

Interest 15.02 13.79 18.28 14.00

Depreciation 28.92 20.80 33.86 21.00

Exceptional Item - (5.06) - (5.06)

Profit before Tax 62.30 64.62 53.69 49.33 Provision for

- Current Tax 14.66 11.92 19.17 11.92

- Deferred tax 1.82 9.96 (3.89) 8.03 Profit after Tax 45.82 42.74 38.41 29.38

Extraordinary Item (1.22) 44.72 29.28 44.72 Profit after tax including extraordinary item 44.60 87.46 67.69 74.10 Minority Interest - - 4.21 -

APPROPRIATIONS

Less :

Dividend-Equity shares 9.72 9.72 9.72 9.72

Dividend Tax 1.61 1.65 1.61 1.65 General Reserve 33.27 76.09 52.15 62.73

DIVIDEND

Equity dividend of Rs 5/- per share (Previous Year Rs. 5/- per share) has been recommended by the Board of Directors for the year ended 31st March, 2010 amounting to Rs 9.72 crores (Previous Year Rs. 9.72 Crores) on the equity share capital.

ACQUISITION OF GBCS PRINT FINISHING BUSINESS

On 11th June 2009, your company completed the acquisition of GBC’s Commercial Print Finishing Business, from ACCO Brands Corporation of USA, for a purchase consideration of USD 17.1 million. This business, with global sales revenue of approx USD 100 million in 2008, has manufacturing facilities in US, Netherlands and South Korea. The purchase consideration was funded by combination of internal accruals, debt and seller deferred payment note of USD 4 million.

This acquisition will help your company to further strengthen its presence in the global market including key markets of Europe and United States.

OPERATIONS

Net Sales grew 15% year on year (standalone) in Financial Year 2009-10, but EBIDTA remained flat primarily due to difficult market conditions in India, sluggishness in European markets and stiff depreciation of Euro against USD/INR. The acquisition of GBC helped to partly offset the adverse impact of aforementioned factors. With the commissioning of new BOPP capacities in India, competition in domestic markets may further intensify. The decline of Euro vis a vis USD & INR continues unabated and margins are likely to remain under pressure.

EXPORTS

Cosmo continues to maintain its position of the largest BOPP film exporter from India. Exports grew from Rs. 286.21 crores in 2008-09 to Rs. 334.69 crores in 2009-10.

R & D

Continuous efforts on R & D and Application Development activities are being made to expand the domestic and export markets.

DIRECTORS

Mr. Hasmukh Shah and Mr. H L Paranjpe ceased to be Directors of the Company w.e.f. 12th April, 2010 and 25th June, 2009 respectively. The Directors place on record their appreciation for the help, guidance and contribution made by Mr. Shah and Mr. Paranjpe during their tenure as Director.

Mr. Suresh Rajpal has been appointed as a Director in the casual vacancy caused by resignation of Mr. H L Paranjpe w.e.f. 28th May, 2010.

Mr. R Vasudevan, Director, retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.

Mr. Suresh Mathur, who was appointed as Director on 22nd April, 2009, in the casual vacancy caused by the resignation of

Mr. Vimal Bhandari, holds office upto the date of ensuing Annual General Meeting.

The Company has received a notice from a member, as required under section 257 of the Companies Act, 1956, along with the requisite deposit in respect of Mr. Suresh Mathur, proposing his appointment as Director of the Company.

There are no inter-se relationships of any of the directors in terms of disclosure requirements of the Listing Agreement with the Stock Exchanges.

OUTSTANDING WARRANTS ISSUED ON PREFERENTIAL BASIS

31,00,000 nos. of warrants entitling the holders to an equal number of shares issued on preferential basis lapsed on 3rd August, 2009 on account of non exercise of option by the holders. Accordingly, the advance of Rs. 3.32 crores paid by the holders to the Company was forfeited and added to reserves.

FIXED DEPOSIT

The Company has stopped accepting fixed deposits since 17th October, 2002. However, deposits of Rs. 0.004 Crores remained unclaimed (Previous Year Rs. 0.008 Crores), as on 31st March, 2010.

AUDITORS REMARKS

The Auditors remarks on the annual accounts are self explanatory and do not require further explanation.

SUBSIDIARIES

The Ministry of Corporate Affairs, Government of India has granted approval that the requirement to attach the Balance Sheet & other documents in respect of subsidiary companies, as required under section 212(1) of the Companies Act, 1956, shall not apply to the Company. Accordingly, these documents are not being attached with the Balance Sheet of the Company. Financial information, as required under the said approval, is disclosed elsewhere in the Annual Report. The Consolidated Accounts of the company duly audited by the Statutory Auditors forms part of the Annual Report. The Company will provide the annual accounts of the Subsidiary Companies and related detailed information to any member of the company seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection for any member at its head office and that of the subsidiary companies. The annual accounts of the Subsidiary Companies concerned are also put up at the website of the Company i.e. www.cosmofilms.com.

The Statement as required under section 212 of the Companies Act, 1956 in respect of the Companys Subsidiaries is enclosed.

STATUTORY STATEMENTS

As per the requirements of the Companies Act, 1956, the following information is given in separate statements annexed hereto, which forms part of this report:

a) Energy conservation, technology absorption and foreign exchange inflow/outgo pursuant to section 217(1)(e) of the Companies Act, 1956.

b) Particulars of employees pursuant to section 217(2A) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the Companies Act, 1956, your directors state that:

(i) In the preparation of the annual accounts, applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates are made so as to give a true and fair view of the state of affairs of the Company as of 31st March, 2010 and of the profits of the Company for the year ended on that date.

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The annual accounts of the Company have been prepared on a going concern basis.

CORPORATE GOVERNANCE

A Management Discussion and Analysis is annexed and forms part of this report.

A separate report on Corporate Governance along with the Auditors’ certificate on compliance of conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement with the Stock Exchanges form part of this report.

AUDITORS

The Auditors M/s. B.K. Shroff and Co., Chartered Accountants, hold office till the conclusion of ensuing Annual General Meeting and are eligible for re-appointment. The requisite certificate under section 224(1B) of the Companies Act, 1956 has been received from M/s. B.K. Shroff and Co., expressing their willingness to continue, if re-appointed.

APPRECIATION

Your directors wish to place on record their appreciation of continued support extended by the dealers, distributors, suppliers, investors, bankers, financial institutions. Your directors also express their appreciation for the committed services by the employees of the Company.

On behalf of the Board

New Delhi Ashok Jaipuria

5th July, 2010 Chairman