The Directors take pleasure in presenting the Annual Report
on the business and operations of the Company along with
the Audited Balance Sheet and Profit & Loss A/c for the year
ended March 31, 2025.

1. SUMMARY FINANCIAL RESULTS

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

2. REVIEW OF OPERATIONS

• For the year ending March 31, 2025 sales
decreased to Rs 8,566 Lacs as compared to Rs
9,776 for the previous year.

• Net profit before tax for the year is Rs. (621) lacs
as compared to Net Profit before tax of Rs. (267)
Lacs in the previous year.

3. DIVIDEND

In view of the loss that occurred during this year, the
Directors are unable to recommend any dividend on
the equity shares for the year ended March 31, 2025.

4. RESERVE

The company has not transferred any amount to reserve
during this year.

5. SHARE CAPITAL

During the year under review, there was no change in
the company's Issued, Subscribed and Paid-up equity
shares capital. On March 31,2025, it stood at Rs. 12.03
Cr divided into 1,20,30, 000 equity shares of Rs. 10/-
each.

6. RESEARCH & DEVELOPMENT

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

7. CORPORATE GOVERNANCE

The company 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 - A.

8. MANAGEMENT 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.

9. 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.

10. INTERNAL CONTROLS SYSTEMS

The Internal Control systems are routinely tested and
certified by Statutory as well as Internal Auditors and
cover all key areas of business. Independence of the
internal audit and compliance is ensured by direct
reporting to the Audit Committee of the Board.

A MD 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.

11. DIVERSITY OF BOARD

The Company sees increasing diversity at the Board
level as an essential element in supporting the
attainment of its strategic objectives and its sustainable
development. 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.

12. DIRECTORS

(a) Chairman

Mr. Ambrish Jaipuria is the Chairman of the Board.

(b) Re-appointment and Appointment

Mr. Ram Agarwal was appointed as an Additional
Director by the Board of Directors in their meeting
held on March 06, 2025 and approved as a
director of the company by the shareholder through
Postal Ballot dated April 17, 2025.

In terms of Articles of Association of the Company
and provisions of the Companies Act, 2013, Mr.
Pankaj Poddar (DIN: 02815660) Non-Executive
and Non Independent Director of the Company,
is liable to retire by rotation at the ensuing AGM
and being eligible, offered himself for re¬
appointment. The Board recommends his re¬
appointment to the members in the ensuing AGM.

(c) Status of Directors

Mr. Ambrish Jaipuria is the Managing Director of
The Changes in KMP during the year are as under:

the Company. Mr. Pankaj Poddar is Non-Executive
and Non-Independent Director. Mr. Rajesh Kumar
Gupta, Mr. Ram Agarwal, Mr. Anshuman Sood and
Ms. Himalyani Gupta are the Independent
Directors of the Company.

(d) Declaration from Independent Directors

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 Regulation 16 of SEBI (Listing
Obligation and Disclosure Requirements)
Regulations, 2015.

(e) Cessation of Directors

During the year, Mr. Neeraj Kumar Sharma, an
Independent Director, ceased to hold office w.e.f
January 07, 2025. Mr. Sharma has informed that
he ceases to hold the criteria of independence as
he is taking a whole-time employment with an
enterprise over which the Company's KMP and
their relatives have significant influence.

During the year under review, except as stated
above, there was no change in the Directors of
the company.

13. STATEMENT OF BOARD OF DIRECTORS

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

14. KEY MANAGERIAL PERSONNEL'S

Mr. Ambrish Jaipuria, Managing Director, Mr. Sanjay
Gupta, Chief Financial Officer, and Ms. Niharika Gupta,
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 for the FY ended
March 31, 2025.

15. FAMILIARISATION PROGRAMME FOR DIRECTORS

At the time of appointing a director, a formal letter of
appointment is given to them, which inter- alia explains
the role, function, duties, and responsibilities expected
from them as a Director of the Company. The Director
also explained in detail the Compliance required from
him under the Companies Act, 2013, SEBI (Listing
Obligations and Disclosure Requirement) Regulations,
2015 and other relevant regulations and affirmation
taken with respect to the same.

Management has a one-on-one discussion with the
newly appointed Director to familiarize him with the
Company's operations. Further the Company has put
in place a system to familiarize the Independent
Directors with the Company, its products, business, and
the on-going events relating to the Company.

The details of the familiarisation programme may be
accessed on the Company's website
(www.cosmoferrites.com).

16. EVALUATION OF BOARD'S PERFORMANCE

In compliance with the Companies Act, 2013 and
Regulation 17(10) of SEBI (Listing Obligations and
Disclosure Requirements), Regulations, 2015, the
performance evaluation of the Board was carried out
during the year under review. More details on the same
are given in the Corporate Governance Report.

17. MEETINGS

During the year Six (6) Board Meetings and Four (4)
Audit Committee Meetings were convened and held.
The details of which are given in the Corporate
Governance Report. The intervening gap between the
Meetings was within the period prescribed under
Companies Act, 2013.

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

18. 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.

19. DEPOSITS

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

20. 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 Rule 8 of Companies (Accounts of
Companies) Rules, 2014 is annexed herewith as
Annexure - C to this report.

21. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy
establishing a vigil mechanism, to provide a formal
mechanism to 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 a reprisal. The
policy may be accessed on the Company's website.

22. REMUNERATION POLICY

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.cosmoferrites.com).

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

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

In terms of provisions of the Companies Act, 2013 read
with the Rules issued there under and SEBI (Listing
Obligations and Disclosure Requirements) Regulations
2015, 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 & Organizational
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
an evaluation are presented to the Board of Directors.

24. RELATED PARTY TRANSACTIONS

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 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 38
of the financial statements forming part of this Annual
Report.

During the year, there were no transactions with related
parties which qualify as material transactions under SEBI
(Listing Obligations and Disclosure Requirement)
Regulations, 2015. The Disclosure required in Form
AOC-2 pursuant to Section 134 (3) (h) of the Companies
Act, 2013 is Not Applicable.

The Company has developed a Policy for Consideration
and Approval of Related Party Transactions which can
be accessed on the Company's website
(www.cosmoferrites.com).

25. 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.cosmoferrites.com/investor-relations/annual-
report-notice.

26. CORPORATE SOCIAL RESPONISBILTY

Pursuant to the provisions of section 135 of the
Companies Act, 2013 Corporate Social Responsibility
(CSR) is not applicable to the Company during the
financial year 2024-2025. So, there are no disclosures
required under section134 (3)(o) of the Companies Act,
2013.

27. RISK MANAGEMENT

Every organization is exposed to a number of risks that
it needs to effectively identify, manage and mitigate.

The company has a process in place to identify key risks
across the organisation and relevant action plans to
mitigate these risks. The Audit Committee has been
entrusted with the responsibility of assisting the Board
members with the risk assessment and its minimization
procedures.

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.

28. AUDITORS
Statutory Audit:

M/s. Suresh Kumar Mittal & Co., Chartered Accountants,
were re-appointed as Statutory Auditors of the Company
in 36^th AGM (held on June 30, 2022) to hold office for
a period of 5 years until the conclusion of 40^th AGM.

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 did not report
any matter under Section 143 (12) of the Act, therefore
no detail is required to be disclosed under Section
134(3) (ca) of the Act.

Secretarial Audit:

Pursuant to the recent amendments under the SEBI
(LODR) Regulations, 2015, the Company has received
a letter from M/s DMK Associates, Company Secretaries,
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 DMK Associates,
Company Secretaries, as the Secretarial Auditor of the
Company for a period of five (5) years from financial
year 2025-2026 to financial year 2029-2030.

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.

Cost Auditor:

M/s Ravi Sahni & Co., Cost Accountants, 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 Act, therefore no detail is
required to be disclosed under section 134(3) of the
Act.

29. AUDITORS' REMARKS

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

30. CHANGE IN NATURE OF BUSINESS, IF ANY

No change in the nature of the business of the Company
during the year under review.

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

There are no material changes and commitments which
have occurred after 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.

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

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

33. LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual
Listing Fees for the year FY 2025-26 to the Bombay
Stock Exchange where the Company's equity shares are
listed.

34. PROMOTION OF WOMEN'S WELL BEING AT
WORKPLACE

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

35. 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 the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is also enclosed as
Annexure D 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.

36. DIRECTORS' RESPONSIBILITY STATEMENT

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

(ii) The accounting policies selected were applied
consistently. Reasonable and prudent judgments
and estimates are made to give a true and fair
view of the state of affairs of the Company as of
March 31,2025, 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 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. SECRETARIAL STANDARDS

During the year 2024-25, the Company has complied
with applicable Secretarial Standards issued by the
Institute of the Company Secretaries of India.

38. 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.

39. 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.