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Cosmo First Limited — Proxy Solicitation & Information Statement 2026
Jul 10, 2026
62162_rns_2026-07-10_9255da52-064f-4a8c-8806-0ad7000b1a6f.pdf
Proxy Solicitation & Information Statement
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^{}[] Cosmo First
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CFL/SE/2026-27/JULY/02
July 10, 2026
| The Manager (Listing) BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400 001 Scrip Code: 508814 | The Manager (Listing) National Stock Exchange of India Ltd. Exchange Plaza, Plot no. C/1, G Block, Bandra – Kurla Complex Mumbai-400 051 Security ID: “COSMOFIRST” |
Subject: Notice of 49th Annual General Meeting ("AGM"), Record Date and cut-off date for E-Voting
Dear Sir,
In compliance of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), please note that the 49th Annual General Meeting of the Company is scheduled to be held on Wednesday, 05th August, 2026 at 03.00 P.M. (IST) through video conferencing to transact the business as stated in the Notice of the Meeting (attached herewith).
Pursuant to Regulation 42 of the Listing Regulations, the Company has fixed Wednesday, 22nd July, 2026 as the Record Date for the payment of dividend and same shall be paid on or before 04th September, 2026 to members whose names appear on the Register of Members and the beneficial owners as per details received from National Securities Depository Limited and Central Depository Services (India) Limited.
In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015, the Company is providing Remote E-Voting facility to all the shareholders on the cut-off date i.e. Wednesday, 29th July, 2026 and the Remote E-Voting period begins on Sunday, 02nd August, 2026 at 09:00 A.M. and ends on to Tuesday, 04th August, 2026 at 5:00 P.M., during which the shareholders may cast their vote electronically.
You are requested to take the same on your records.
Thanking You
Yours faithfully
For Cosmo First Limited
JYOTI DIXIT
Digitally signed by JYOTI DIXIT
Date: 2026.07.10 10:17:13 +05'30'
Jyoti Dixit
Company Secretary & Compliance Officer
Encl.: as above
^{}[] Cosmo First Limited
^{}[] CIN: L92114DL1976PLC008355
^{}[] Corporate / Regd. Office: 1st Floor, Uppal's Plaza, M-6
^{}[] Jasola District Centre, New Delhi - 110025
^{}[] Email: [email protected]; www.cosmofirst.com
^{}[] Tel: +91 11 49494949 Fax: +91 11 49494950
^{}[] Notice
Cosmo First
Ahead Always
COSMO FIRST LIMITED
CIN: L92114DL1976PLC008355
Regd. Off.: 1st Floor, Uppal Plaza, M-6, Jasola District Centre, New Delhi - 110025
Tel: +91 11 49494949
E-mail: [email protected], Website: https://www.cosmofirst.com
NOTICE
Notice is hereby given that the Forty Ninth (49th) Annual General Meeting of the members of Cosmo First Limited will be held on Wednesday, August 05, 2026 at 03:00 P.M. through Video Conferencing (VC) or Other Audio Visual Means (OAVM) to transact the following business:
ORDINARY BUSINESS:
- To receive, consider and adopt the Audited Financial Statements of the Company including Balance Sheet as at March 31, 2026, the Statement of Profit and Loss and Cash Flow Statement for the year ended on that date and the Reports of the Board of Directors and Auditors thereon.
- To declare Dividend on Equity Shares.
- To appoint a Director in place of Ms. Yamini Kumar, (DIN: 10945858) who retires by rotation and being eligible, offers herself for re-appointment.
SPECIAL BUSINESS:
- To re-appoint Mr. Arjun Singh (DIN: 01942319) as an Independent Director and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:-
"RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 ("the Act") and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or reenactment thereof for the time being in force) and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company hereby accords its approval for the re-appointment of Mr. Arjun Singh (DIN: 01942319), as a Non-Executive Independent Director of the Company who meets the criteria for independence as provided in the Act and Listing Regulations and who is eligible for re-appointment, for a second term of five consecutive years with effect from October 27, 2026 to October 26, 2031 and whose term shall not be subject to retirement by rotation.
RESOLVED FURTHER THAT the Board of Directors (including its Committee thereof) be and are hereby authorized to take all such steps as may be necessary, proper, or expedient to give effect to this resolution."
- To approve payment of remuneration by way of Commission to Non-Executive Directors and in this regard to consider and, if thought fit, to pass, with or without modification(s), the following resolution as Ordinary Resolution:-
"RESOLVED THAT in supersession to the resolution passed earlier by the Shareholders in this regard and pursuant to the provisions of Section 197 and any other applicable provisions of the Companies Act, 2013 ("the Act") and rules framed there under (including any statutory modification(s) or re-enactment thereof for the time being in force) and Regulation 17 and other applicable regulations, if any, of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), approval of members be and is hereby accorded for payment of Remuneration by way of commission not exceeding one percent (1%) of the Net Profits of the Company in every Financial Year (calculated in accordance with the provision of Section 198 of the Companies Act, 2013) for five (5) years, effective from the Financial Year ended on March 31, 2027, to the Directors of the Company (other than the Managing Director(s) or Whole Time Director(s), if any) or some or any of them in such proportion and in such manner as may be determined by the Board of Directors.
RESOLVED FURTHER THAT the above remuneration shall be in addition to fee payable to the Director(s) for attending the meetings of Board or Committee thereof or for any other purpose whatsoever as may be decided by the Board of Directors and reimbursement of expenses for participation in the Board and other Meetings.
RESOLVED FURTHER THAT the Board of Directors (including its Committee thereof) be and are hereby authorized to take all such steps as may be necessary, proper, or expedient to give effect to this resolution."
- To approve payment of managerial remuneration in case of no profit or inadequate profit and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as Special Resolution:-
"RESOLVED THAT in supersession to the resolution passed earlier by the Shareholders in this regard and pursuant to the provisions section 197 and 198 read with Schedule V of the Companies Act, 2013 and all
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other applicable provisions, if any, of the said act, and the Companies (Appointment and Remuneration of Managerial Personnel), Rules 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and subject to such other approvals as may be necessary, the Company hereby accords its approval for payment of minimum remuneration to managerial personnel in case of no profit or inadequate profit in any financial year, during the 3 financial years commencing from April 01, 2027 up to an amount as the Board of Directors (including its Committee thereof) may approve from time to time within the overall limits specified under Section II of Part II of Schedule V of the Companies Act, 2013 or any statutory modification(s) thereof.
RESOLVED FURTHER THAT the Board of Directors (including its Committee thereof) be and are hereby authorized to take all such steps as may be necessary, proper, or expedient to give effect to this resolution."
- To approve payment of remuneration to Non-Executive Directors in case of no profit or inadequate profit and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as Special Resolution: -
"RESOLVED THAT pursuant to the provisions section 197 and 198 read with Schedule V of the Companies Act, 2013 and all other applicable provisions, if any, of the said act, and the Companies (Appointment and Remuneration of Managerial Personnel), Rules 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and subject to such other approvals as may be necessary, the Company hereby accords its approval for payment of minimum remuneration to Non-
Executive Directors in case of no profit or inadequate profit in any financial year, during the 3 financial years commencing from April 01, 2027 up to an amount as the Board of Directors (including its Committee thereof) may approve from time to time within the overall limits specified under Section II of Part II of Schedule V of the Companies Act, 2013 or any statutory modification(s) thereof."
RESOLVED FURTHER THAT the Board of Directors (including its Committee thereof) be and are hereby authorized to take all such steps as may be necessary, proper, or expedient to give effect to this resolution."
- To approve remuneration payable to Cost Auditors for the FY 2026-27 and in this regard to consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:
"RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), M/s. Jayant B. Galande, Cost Accountants (Firm Registration Number 100099) appointed as the Cost Auditors of the Company by the Board for audit of the cost accounting records of the Company for the financial year ending March 31, 2027, be paid the remuneration as set out in the Statement annexed to the Notice convening this Meeting.
RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof), be and is hereby authorised to do all acts and take all such steps as may be necessary, proper, or expedient to give effect to this resolution."
May 20, 2026
New Delhi
By order of the Board of Directors
Cosmo First Limited
Head Office:
1st Floor, Uppal's Plaza, M-6
Jasola District Centre,
New Delhi- 110025
CIN:-L92114DL1976PLC008355
E-mail:- [email protected]
Jyoti Dixit
Company Secretary
Membership No. F6229
NOTES:
- The Ministry of Corporate Affairs ("MCA"), vide [General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020 and subsequent circulars issued in this regard, the latest being 03/2025 dated September 22, 2025, collectively referred to as "MCA Circulars"] permitted the holding of the Annual General Meeting ("AGM") through VC / OAVM, without the physical presence of the Members at a common venue.
In compliance with the provisions of the Companies Act, 2013 ("Act"), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and MCA Circulars, the AGM of the Company is being held through VC / OAVM. The proceedings of the AGM will be deemed to be conducted at the Registered Office of the Company which shall be the deemed venue of the AGM.
^{}[] Notice
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Pursuant to the provisions of the Act, a member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this AGM is being held pursuant to the MCA Circulars through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.
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Institutional / Corporate Shareholders (i.e. other than individuals / HUF, NRI, etc.) are required to send a scanned copy (PDF/ JPG Format) of its Board or governing body Resolution/Authorization etc., authorizing its representative to attend the AGM through VC / OAVM on its behalf and to vote through remote e-voting. The said Resolution/ Authorization shall be sent via registered email of the shareholder to email of the [email protected]
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In compliance with the aforesaid MCA Circulars and relevant SEBI Circulars, Notice of the AGM along with the Annual Report for FY 2025-26 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report for FY 2025-26 will also be available on the Company's website www.cosmofirst.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of CDSL https://www.evotingindia.com
In case any member is desirous of obtaining hard copy of the Annual Report for the financial year 2025-26 they may send a request from the registered e-mail address to the Company's e-mail address at [email protected] mentioning their Folio no./ DP ID and Client ID.
Additionally, in accordance with Regulation 36(1) (b) of the Listing Regulations, the Company is also sending a letter to members whose e-mail address is not registered with Company/ Depository Participant providing the exact web-link of Company's website from where the Annual Report for financial year 2025-26 can be accessed.
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The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Act.
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Explanatory Statement pursuant to Section 102 of the Act, in respect of the Special Businesses to be transacted at the Annual General Meeting as set out in the Notice is annexed hereto.
The relevant details as required under Regulation 36(3) of SEBI Listing Regulations and SS-2 Secretarial Standards on General Meetings, of the person seeking appointment/ re-appointment as Director under Item No. 4 of the Notice, is also annexed as Annexure hereto.
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Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this Notice.
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The record date for the purpose of payment of dividend shall be Wednesday, July 22, 2026. Accordingly, the dividend, as recommended by the Board, if declared and approved at the Annual General Meeting will be paid to those members whose names appear on the Register of Members at the end of day on Wednesday, July 22, 2026. In respect of shares held in dematerialized form, the dividend will be paid on the basis of beneficial ownership, as per the details to be furnished for the purpose by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as on Wednesday, July 22, 2026.
Pursuant to the provisions of Income-tax Act, 2025 ('Act'), dividend paid shall be taxable in the hands of the Shareholders and the Company shall be required to withhold taxes at the prescribed rates on the dividend paid to its shareholders. The withholding tax rate would vary depending on the residential status, category of the shareholder and is subject to provision of requisite declarations / documents to the Company. However, no tax will be deducted on payment of dividend to the resident individual shareholders if the total dividend for the Financial year ('FY') 2026-27, does not exceed ₹ 10,000/-.
For the detailed process, please visit the website of the Company at https://www.cosmofirst.com/investors/notifications-notices and also refer to the email sent to members in this regard.
- Members who have not registered their email address with the Company or Depositories, may complete the email registration process as under:
(i) The members of the Company holding equity shares of the Company in Demat Form and who have not registered their email addresses may temporarily get their email addresses registered with Alankit Assignments Limited by clicking the link: https://mailupd.alankit.com and follow the registration process as guided therein. The members are requested to provide details such as DPID, Client ID/Folio No/ PAN, mobile number and email id. In case of any query, a member may send an email to Alankit at [email protected].
(ii) It is clarified that for permanent registration of email address, shareholders are requested to register their email addresses, in respect of electronic holdings with their concerned Depository Participants by following the procedure prescribed by the Depository Participant.
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Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their DPs in case the shares are held by them in electronic form and to RTA in case the shares are held by them in physical form.
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Members may please note that SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022 has mandated the Listed Companies to issue securities in dermat form only while processing service requests viz. Issue of duplicate securities certificate; Claim from Unclaimed Suspense Account; Renewal/ Exchange of securities certificate; Division/Splitting of Endorsement; Sub securities certificate; Consolidation of securities certificates/folios; Transmission and Transposition. Accordingly, Shareholders are requested to make service requests by submitting a duly filled and signed Form ISR – 4, the format of which is available on the Company's website under the link at https://www.cosmofirst.com/investors/updation-of-kyc
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SEBI vide its Master Circular SEBI/HO/MIRSD/POD-1/P/CIR/2024/37 dated 7th May 2024, as amended from time to time, has mandated that shareholder(s) holding share(s) in physical form shall furnish a self-attested copy of PAN linked with Aadhaar, KYC details, choice of Nomination, Contact details (Postal Address with PIN and Mobile Number), Bank A/c details and Specimen signature for their corresponding folio numbers.
As per the said Circular, it is mandatory for the shareholders holding securities in physical form to, inter alia, furnish aforesaid details. The shareholder(s) whose folio(s) are not updated with aforesaid documents/ details, shall be eligible:
- To lodge grievance or avail any service request from the RTA only after furnishing aforesaid documents/ details; and
- To receive any payments including dividend in respect of such folios, only through electronic mode, effective from 1st April 2024.
The Company is in process of sending the individual letters/communications to all the shareholders holding shares of the Company in physical form for furnishing aforesaid details.
The formats for nomination and updation of KYC details viz; Forms ISR-1, ISR-2, ISR-3, SH-13, SH-14 and relevant FAQs published by SEBI can be viewed at the following link on Company's website https://www.cosmofirst.com/investors/updation-of-kyc
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Online Dispute Resolution (ODR) Portal was introduced by SEBI vide its Master Circular SEBI/ HO/OIAE/OIAE_ IAD- 1/P/CIR/2023/145 dated 11th August 2023, which is in addition to the existing SCORES 2.0 portal which can be utilized by the investors and the Company for dispute resolution. Please note that the investors are advised to initiate dispute resolution through the ODR portal only if the Company does not resolve the issue itself or it is not resolved through SCORES 2.0 portal.
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SEBI vide circular no. HO/38/13/11(2)2026-MIRSD-POD/I/3750/2026 dated January 30, 2026 as amended from time to time has opened special window from February 05, 2026 to February 04, 2027 for transfer and dematerialization of physical securities that were sold/purchased prior to April 1, 2019.
This special window shall also be available for such transfer requests which were submitted earlier and were rejected/returned/not attended to due to deficiency in the documents/process/or otherwise. Shareholders who wish to avail the opportunity are requested to contact the RTA at [email protected] or with the Company at [email protected]
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In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the AGM.
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Members seeking any information with regard to the accounts or any matter to be placed at the AGM, are requested to write to the Company on or before July 31, 2026 through email on [email protected]. The same will be replied by the Company suitably.
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All unpaid or unclaimed dividends up to the year ended March 31, 2018 have been transferred to Investor Education and Protection Fund (IEPF) established by the Central Govt.
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Dividend for the financial year ended March 31, 2018 and thereafter, which remains unclaimed for a period of 7 years will be transferred by the Company to Investor Education and Protection Fund established by the Central Govt.
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Information in respect of such unclaimed dividend when due for transfer to the fund is given below:
| Financial year | Type of dividend | Date of Declaration | Due date of Transfer |
|---|---|---|---|
| 2018-19 | Final Dividend | 25/07/2019 | 31/08/2026 |
| 2019-20 | Interim Dividend | 13/02/2020 | 20/03/2027 |
| 2020-21 | Interim Dividend | 27/01/2021 | 05/03/2028 |
| 2021-22 | First interim Dividend | 16/09/2021 | 23/10/2028 |
| Second Interim Dividend | 25/01/2022 | 03/03/2029 | |
| 2022-23 | Final Dividend | 04/08/2023 | 10/09/2030 |
| 2023-24 | Final Dividend | 02/08/2024 | 08/09/2031 |
| 2024-25 | Final Dividend | 04/08/2025 | 10/09/2032 |
The Company has already sent the reminder letters to members having unpaid/ unclaimed dividends before transfer of such dividend(s) to IEPF. The Shareholders who have not encashed the aforesaid dividends are requested to make their claim to RTA or the Company. The details of the unpaid / unclaimed amounts lying with the Company as on March 31, 2026 are available on the website of the Company https://www.cosmofirst.com/investors/unclaimed-dividends and on Ministry of Corporate Affairs website at www.iepf.gov.in.
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Pursuant to the provisions of IEPF Rules, all shares in respect of which dividend has not been paid or claimed for seven consecutive years shall be transferred by the Company to the designated Demat Account of the IEPF Authority ('IEPF Account') within a period of thirty days of such shares becoming due to be transferred to the IEPF Account. Accordingly, the Company had transferred 10300 equity shares of ₹ 10 each to the IEPF Account on which the dividends remained unpaid or unclaimed for seven consecutive years after following the prescribed procedure. Further, all the shareholders who have not claimed/ encashed their dividends in the last seven consecutive years from April 1, 2018 are requested to claim the same by August 24, 2026. In case valid claim is not received by that date, the Company will proceed to transfer the respective shares to the IEPF Account in terms of the IEPF Rules. In this regard, the Company has individually informed the shareholders concerned and has also published notice in the newspapers as per the IEPF Rules. The details of such shareholders and shares due or transfer has been uploaded at the "Investors Relations Section" on the website of the Company viz. www.cosmofirst.com.
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Documents referred to in the accompanying Notice of the 49th AGM and the Explanatory Statement shall be available at the Registered Office of the Company for inspection without any fee during normal business hours i.e. from 9:00 A.M. to 5:00 P.M. (IST) on all working days except Saturday, up to and including the date of the 49th AGM of the Company.
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The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act and the Register of Contracts and Arrangements in which Directors are interested maintained under Section 189 of the Act shall be made available at the commencement of the meeting and shall remain open and accessible to the members during the continuance of the 49th AGM.
22. Voting through electronic means:
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In compliance with the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI Listing Regulations, the Company has provided a facility to its members to cast their vote electronically, through the e-voting services provided by Central Depository Services (India) Limited ("CDSL") on all the resolutions set forth in this Notice. Members who have cast their votes by remote e-voting prior to the AGM may also participate in the AGM through VC but shall not be entitled to cast their vote on such resolutions again. The manner and process of e-voting remotely by members is provided in the instructions for e-voting which forms part of this Notice.
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The remote e-voting period will commence on Sunday, August 02, 2026 (IST 09:00 a.m.) and will end on Tuesday, August 04, 2026 (IST 05:00 p.m.). During this period, members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e., Wednesday, July 29, 2026, may cast their vote by remote e-voting. The remote e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently. The voting rights of members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date i.e., Wednesday, July 29, 2026.
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The facility for voting during the AGM will also be made available. Members present in the AGM
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through VC and who have not cast their vote on the resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system during the AGM.
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Any person who becomes a member of the Company after sending the Notice and holding shares as on the cut-off date may obtain the login ID and password by sending a request at [email protected]. However, if a member is already registered with CDSL for remote e-voting then he/she can use his/her existing User ID and password for casting the vote.
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Detail e-voting instructions and instructions for attending the AGM through VC are given separately.
23. Other Instructions:
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The Board of Directors has appointed Mr. Sanjiv Aggarwal, Practicing Chartered Accountant (FCA No. 85128) as the Scrutinizer to scrutinize the remote e-voting process and voting during the AGM, in a fair and transparent manner.
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The Scrutinizer shall, immediately after the conclusion of voting at the AGM unblock the votes cast through remote e-voting (votes cast during the AGM and votes cast through remote e-voting) and make, within two working days of conclusion of the AGM, a consolidated Scrutinizer's Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same.
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The result declared along with the Scrutinizer's Report shall be placed on the Company's website www.cosmofirst.com and on the website of CDSL https://www.evotingindia.com immediately. The Company shall simultaneously forward the results to National Stock Exchange of India Limited and BSE Limited, where the shares of the Company are listed.
^{}[] Notice
ANNEXURE TO NOTICE
DETAILS OF DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT AT THE AGM PURSUANT TO REGULATION 36(3) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND SECRETARIAL STANDARD-2 ON GENERAL MEETINGS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA
| Name of Director | Ms. Yamini Kumar | Mr. Arjun Singh |
|---|---|---|
| Date of Birth and Age | July 27, 1972 53 | November 03, 1960 65 |
| Qualifications | Master's in International relations from London School of Economics, UK and MBA from American College, London, UK. | Bachelor degree in Chemical engineering from IIT, Mumbai and MBA from IIM, Kolkata |
| Experience, Nature of Expertise and Skills and Capabilities | About 2 decades of experience in Human Resource Management in Europe, Asia and India and about five years experience as Corporate Advisor of the Company. Currently serving as Director (Corporate Strategy, ESG, CSR) of the Company since February 2025. | More than 30 years of Experience in Operations and General Management |
| Brief Resume | Ms. Yamini Kumar is an accomplished business leader with rich experience of almost two decades as Vice President, Human Resource of GE Europe, Asia and India. She has been the recipient of over 50 awards for Business Excellence and HR Impact including the coveted GE India President Awards 5 times in her career with GE. She had been associated with the Company since 2020 and had made significant contributions in transformation of HR function, CSR initiatives, social media etc. She also played a pivotal role in conceptualizing, shaping and guiding the Company's foray into Petcare (Zigly) business. Ms. Yamini Kumar has received several awards and honours for work as Managing Trustee of Cosmo Foundation. | Mr. Singh acted as the Managing Director for Asia and the head of Envestnet | Yodlee's growing operations in India. With more than 30 years of experience of running and growing businesses, he has held senior roles at Aon Hewitt in Asia, WNS, ABN AMRO Bank in Amsterdam, GE Capital Information Services, and ANZ Grindlays Bank in Delhi and Melbourne. Under his leadership, the Envestnet | Yodlee India operation has grown to over fourteen hundred employees, with continually expanding international sales. He has done MBA from IIM Kolkata and a Bachelor's degree in chemical engineering from IIT, Mumbai. He is passionate about education and is a trustee at the Om Foundation School for underprivileged children, and was a Board member of the Welham Girls School. He is also on the Advisory Board of SHRM in India. |
| Disclosure of inter-se relationship | Ms. Yamini Kumar is wife of Mr. Ashok Jaipuria and is member of Promoter Group of the Company. | Mr. Arjun Singh has no inter-se relationship with any Director(s) of the Company |
| Terms and conditions of appointment / re-appointment | Appointment as Executive Director subject to retirement by rotation | Terms and conditions of appointment are as per the resolution at Item No.4 of the Notice read with explanatory statement thereto |
| Details of Remuneration paid/sought to be paid | Remuneration paid to Ms. Yamini Kumar is given in Corporate Governance Report. | Sitting Fees and Commission paid to Mr. Arjun Singh is given in Corporate Governance Report |
| Date of First Appointment on the Board | February 12, 2025 | October 27, 2021 |
| No. of Board Meeting attended during the year | 4 (Four) | 5 (Five) |
| Directorship held in other entities including listing entities | NIL | NIL |
| Membership/ Chairmanship of committees of other entities | NIL | NIL |
| Name of Listed entities from which the Director has resigned in the past three years | NIL | NIL |
| Number of shares held in the Company | 105402 Equity Shares | NIL |
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EXPLANATORY STATEMENT IN RESPECT OF SPECIAL BUSINESS PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013
The following Statement sets out all material facts relating to the Special Business mentioned in the accompanying Notice:
Item No. 4
Appointment of Mr. Arjun Singh as an Independent Director of the Company
The Members of the Company in the 45th Annual General Meeting had appointed Mr. Arjun Singh as Independent Director of the Company for a period of five years effective from October 27, 2021.
The Board of Directors of the Company on the recommendation of HR, Nomination and Remuneration Committee in its meeting held on May 20, 2026 and subject to approval of members has recommended reappointment of Mr. Arjun Singh as Independent Director of the Company for second consecutive term of 5 (five) consecutive years i.e. October 27, 2026 to October 26, 2031, not being liable to retire by rotation.
The Company has received notice in writing pursuant to Section 160 of the Act, from a member proposing the candidature of Mr. Arjun Singh for the office of Independent Director of the Company.
Mr. Arjun Singh is not disqualified from being reappointed as a Director in terms of Section 164 of the Act and has given his consent to act as a Director. The Company has also received a declaration from Mr. Arjun Singh that he meets the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and Listing Regulations.
In the opinion of the Board, Mr. Arjun Singh fulfills the conditions for his re-appointment as an Independent Director as specified in the Act and the Listing Regulations. He is Independent of Management.
Brief resume of Mr. Singh, nature of his expertise in specific areas and names of companies in which he holds directorships and memberships /chairmanships of Board Committees, shareholding and relationships between directors inter-se as stipulated under Listing Regulations and SS-2 Secretarial Standards on General Meetings, are provided in the Annexure A forming part of this notice.
In the opinion of the Board of Directors, Mr. Singh has made a significant and valuable contribution during his tenure on the Board. His expertise in business strategy and growth, leadership and organizational scaling and operations management has greatly benefited the Company. The Board believes that his continued association would remain a strong asset to the Company.
Copy of the draft letter for appointment of Mr. Arjun Singh as an Independent Director setting out the terms and conditions and other relevant documents are available for inspection by members at the Registered Office of the Company during business hours on all days except Saturdays, Sundays and Public holidays up to the date of the Annual General Meeting and is also available on the website of the Company at www.cosmofirst.com.
Mr. Arjun Singh being an appointee is interested in the resolution set out at Item No 4 of the Notice, which pertains to his appointment. The relatives of Mr. Singh may be deemed to be interested in the said resolution to the extent of his shareholding interest, if any, in the Company.
Save and except the above, none of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the resolution set out at Item No. 4 of the accompanying Notice.
The Board recommends the Special Resolution set out at Item No.4 of the Notice for approval by the shareholders.
Item No. 5
Payment of Commission to Non-Executive Directors of the Company
The Board on the recommendation of Nomination & Remuneration Committee proposes for approval of the Shareholders, payment of remuneration by way of commission to Non-Executive Directors pursuant to Section 197 and such other provisions as may be applicable of the Companies Act, 2013, not exceeding one percent (1%) of the Net Profits of the Company, calculated in the manner provided under Companies Act, 2013 every year for a period of 5 (five) years effective from the Financial Year ended on March 31, 2027.
The Non-Executive Directors have expertise in their respective fields and have been contributing to the growth of the Company through their valuable inputs and ideas. It is necessary that adequate compensation be given to compensate Non-Executive Directors including Independent Directors for their time and efforts.
The commission will be paid to all or some of the Non-Executive Directors in such manner and proportion as may be determined by the Board of Directors. The commission shall be in addition to fee payable to the Directors for attending the meetings of the Board or Committee thereof or for any other purpose whatsoever as may be decided by the Board and reimbursement of expenses for participation in the Board and other meetings.
The Managing Director, Whole Time Director and Key Managerial Personnel of the Company and their relatives are not concerned and interested, financially or otherwise in the resolution set out at Item No. 5 of the Notice.
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Directors other than the Managing Director and Whole Time Director be concerned or interested in the resolution set out at Item No. 5 of the Notice to the extent of the remuneration that may be received by such Directors.
The Board recommends the Ordinary Resolution set out at Item No. 5 of the Notice for approval by the shareholders.
Item No. 6
Payment of managerial remuneration in case of no profit or inadequate profit
The Companies Act, 2013 provides for payment of remuneration to the Managerial Personnel in case of no profit or inadequate profits within the limits specified by Section II Part II of Schedule V of the Act.
The Board proposes for approval of the Shareholders, to grant enabling powers to the Board to pay the remuneration as above to the Managerial Personnel in case of no profit or inadequate profits during the three financial years starting from FY 2027-28.
Mr. Ashok Jaipuria, Ms. Yamini Kumar and Mr. Anil Kumar Jain are interested in the resolutions set out at Item No. 6 of the Notice to the extent it pertains to their respective remuneration.
The relatives of Mr. Ashok Jaipuria, Ms. Yamini Kumar and Mr. Anil Kumar Jain may be deemed to be interested in the resolutions set out at Item No. 6 of the Notice, to the extent of their shareholding interest, if any, in the Company.
Save and except the above, none of the other Directors / Key Managerial Personnel of the Company/ their relatives are, in any way, concerned or interested, financially or otherwise, in these resolutions.
The Board recommends the Special Resolution set out at Item no. 6 of Notice for approval by the shareholders.
The statement as required under Section II, Part II of the Schedule V of the Act with reference to Item No. 6 is as follows-
I. General Information
| 1. | Nature of Industry | Flexible Packaging Industry-Manufacturers of Bi-axially Oriented Polypropylene Films (BOPP), Thermal Lamination Films etc |
| 2. | Date or expected date of commencement of commercial production | Existing Company, already commenced commercial production from 1981 |
| 3. | In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus | Existing Company, Not applicable. |
- Financial performance based on given indicators:
| Particulars | Year Ended March 31, 2026 | Year Ended March 31, 2025 |
| Net Sales | 3,356 | 2,736 |
| Other Income | 100 | 68 |
| EBITDA | 397 | 301 |
| EBITDA % | 12% | 11% |
| Finance Cost | 137 | 97 |
| Depreciation | 131 | 96 |
| Profit before Tax | 129 | 108 |
| Provision for Taxation | ||
| - Current Tax | 23 | 19 |
| - Deferred Tax | (1) | 5 |
| - Tax adjusted for earlier years | (0.25) | (4) |
| Profit After Tax | 106 | 88 |
- Foreign investments or collaborations: NIL
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II. Information about the appointee: Mr. Ashok Jaipuria, Ms. Yamini Kumar and Mr. Anil Kumar Jain
| 1. | Background details | Mr. Ashok Jaipuria is a Degree Holder in Associate of Arts in Business Administration and Diploma holder in Marketing Science. | Ms. Yamini Kumar had done Master's in International Relations from London School of Economics, UK and MBA from American College, London, UK. | Mr. Anil Kumar Jain is a Commerce Graduate from Meerut University and an AICWA from ICWAI and a Certified Information System Auditor from Information System Audit and Control Association, USA. |
| 2. | Past remuneration | As per details given in Corporate Governance Report forming part of Annual Report. | As per details given in Corporate Governance Report forming part of Annual Report. | As per details given in Corporate Governance Report forming part of Annual Report. |
| 3. | Recognition or Awards | Awarded with “Best Under a Billion, Forbes Global -200 Best Small Companies for 2003” by the Forbes Magazine, Conferred with “Udyog Ratna Award” by the Government of Himanchal Pradesh. Bestowed with “Outstanding Achievement Award” in the year 2013 at the 2nd Specialty Films & Flexible Packaging Conference by CPMA, Mumbai. | Featured by Mint as one of the Inspirational Women Leaders. Recognized as a “Future Forward Leader” by Fortune India. Honoured with “Impactful CSR Leader 2025” and “ET NOW Impactful Women Leader of 2025”. | - |
| 4. | Job profile and his suitability | Mr. Ashok Jaipuria is an entrepreneur with over forty five years of experience in the corporate world. He is the Founder Chairman and Managing Director of Cosmo First Limited. He had been a member of the Board of Governors (BoG) of the Indian Institute of Technology (IIT), Indore. He is an Independent Director on the Board of Hindware Home Innovation Ltd. and Hindware Ltd. He had also been an Executive Committee member of the Federation of Indian Chamber of Commerce and Industry (FICCI) and a member of the Board of Governors (BoG) of IIT Patna and the Institute of Liver and Biliary Sciences. | Ms. Yamini Kumar is an accomplished business leader with rich experience of almost two decades as Vice President, Human Resource of GE Europe, Asia and India. She has been the recipient of over 50 awards for Business Excellence and HR Impact including the coveted GE India President Awards 5 times in her career with GE. She had been associated with the Company since 2020 and made significant contributions in transformation of HR function, CSR initiatives, social media etc. She also played a pivotal role in conceptualizing, shaping and guiding the Company's foray into Petcare (Zigly) business. | Mr. Anil Kumar Jain has over four decades of experience in Finance, Accounts and General Management functions, having worked with Mawana Sugars, A.F Ferguson & Co and National Mineral Development Corporation in the past. Currently, he is the Director of Corporate Affairs of Cosmo First Ltd. He holds a Commerce degree from Meerut University and an AICWA from ICWAI. He is also a Certified Information System Auditor from Information System Audit and Control Association, USA |
| 5. | Remuneration proposed | No Change | No Change | No Change |
| 6. | Comparative remuneration profile with respect to industry, size of the company, profile of the position and person (in case of expatriates the relevant details would be with respect to the country of his origin) | The remuneration proposed to be paid to Mr. Ashok Jaipuria is in line with peers in comparable company, keeping in view his job profile, the size of operations and complexity of business of company | The remuneration proposed to be paid to Ms. Yamini Kumar is in line with peers in comparable company, keeping in view his job profile, the size of operations and complexity of business of company. | The remuneration proposed to be paid to Mr. Anil Kumar Jain is in line with peers in comparable company, keeping in view his job profile, the size of operations and complexity of business of company. |
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- Pecuniary relationship directly or indirectly with the company, or relation with the managerial personnel, if any.
Apart from receiving remuneration as stated above and dividend as a member of the Company, Mr. Ashok Jaipuria does not receive any emoluments from the Company. His wife Ms. Yamini Kumar is holding the position of Director (Corporate Strategy, ESG & CSR) of the Company.
Apart from receiving remuneration as stated above and dividend as a member of the Company, Ms. Yamini Kumar does not receive any emoluments from the Company. Further, Ms. Yamini Kumar is wife of Mr. Ashok Jaipuria and is member of Promoter Group of the Company.
Apart from receiving remuneration as stated above and dividend as a member of the Company, Mr. Anil Kumar Jain does not receive any emoluments from the Company. No managerial personnel have any relationship with him.
III. Other Information
| 1. | Reasons of loss or inadequate profits | For the FY 2025-26, Company is in profits. This approval is being taken by way of an enabling resolution. |
| 2. | Steps taken or proposed to be taken for improvement | NA |
| 3. | Expected increase in productivity and profits in measurable terms | NA |
IV. Disclosures
| 1. | The following disclosures shall be mentioned in the Board of Director's report under the heading "Corporate Governance", if any, attached to the financial statement: (i) all elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc., of all the directors; (ii) details of fixed components and performance linked incentives along with the performance criteria; (iii) service contracts, notice periods, severance fees; and (iv) stock option details, if any, and whether the same had been issued at a discount as well as the period over which accrued and over which exercisable. | The requisite details of remuneration etc. of Directors are included in the Corporate Governance Report, forming part of the Annual Report of the Company. |
Item No. 7
Payment of remuneration to Non-Executive Directors in case of no profit or inadequate profit
The Companies Act, 2013 provides for payment of remuneration to Non-Executive Directors in case of no profit or inadequate profits within the limits specified by Section II Part II of Schedule V of the Act.
The Board proposes for approval of the Shareholders, to grant enabling powers to the Board to pay the remuneration as above to the Non-Executive Directors in case of no profit or inadequate profits during the three financial years starting FY 2027-28.
Mr. H.N. Sinor, Mr. Pratip Chaudhuri, Mr. Anil Wadhwa, Ms. Alpana Parida, Mr Rakesh Nangia, Mr. Yash Pal Syngal and Mr. Arjun Singh are interested in the resolution set out at Item No. 7 of the Notice to the extent it pertains to their respective remuneration.
The relatives of these Directors may be deemed to be interested in the resolutions set out at Item No. 7 of the Notice, to the extent of their shareholding interest, if any, in the Company.
Save and except the above, none of the Executive Directors / Key Managerial Personnel of the Company/ their relatives are, in any way, concerned or interested, financially or otherwise, in these resolutions.
The Board recommends the Special Resolution set out at Item no. 7 of Notice for approval by the shareholders.
The statement as required under Section II, Part II of the Schedule V of the Act.
For details relating to Point No. I (General Information), Point No. III (Other Information), and Point No. IV (Disclosures) as specified under Schedule V of the Act, members are requested to refer to the information already provided above in the explanatory statement to Item No. 6.
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For Point No. II-Information about the appointee-Details are provided as under-
I. Background details:
| Mr. H.N. Sinor Non-Independent Director | Mr. H. N. Sinor has been a veteran banker, having spent over four decades in public as well as private sector banks like Union Bank of India, Central Bank of India and ICICI Bank. He was MD and CEO of ICICI Bank and after ICICI's merger with ICICI Bank, became Joint MD until his superannuation. He, thereafter, joined Indian Banks' Association as Chief Executive. Mr. Sinor later joined Association of Mutual Funds in India in a similar capacity. Being a veteran banker, Mr. Sinor has worked on a number of Committees at a policy level during his long career. Mr. Sinor holds/has held Board position as an Independent Director on a few reputed companies. He is also associated with various charitable and other trusts engaged in social activities. |
| Mr. Pratip Chaudhuri Independent Director | Mr. Pratip Chaudhuri is a Certified Associate of Indian Institute of Bankers (CAIIB) and retired as Chairman of State Bank of India, which is one of India's largest banks. He has extensive experience in the fields of Corporate Finance, Treasury, Asset Management and International Banking. He has also been the Chairman of SBI Life Insurance Company Ltd, SBI Mutual Fund, SBI Pension Fund and other subsidiaries of SBI. He was also on the Board of Exim Bank of India. He holds a BSc. (Hons) Degree from St. Stephen's College, Delhi University. He is also a Master in Business Administration from University Business School, Chandigarh. |
| Mr. Anil Wadhwa Independent Director | Mr. Anil Wadhwa is an Ex-Member of the Indian Foreign Services. He holds a Masters Degree in History with specialization in Chinese History and Medieval Indian History and Architecture. He has served as Indian Ambassador to Poland, Lithuania, Sultanate of Oman, Thailand, Italy and San Marino. He has also served as a Permanent Representative of India to the Rome based UN Agencies- FAO,IFAD and WFP. He was Secretary (East) in the Ministry of External Affairs in New Delhi from 2014-2016 looking after South-East Asia, Australia and Pacific, Gulf and West Asian regions. He was also the leader of the Senior officials to all meetings of ASEAN, ASEM, ACD, Arab League, Mekong- Ganga Cooperation, ARF and East Asia Summit. Ambassador Wadhwa has contributed a number of articles, mainly in the field of disarmament and international security. He has also spoken at a number of international conferences. |
| Ms. Alpana Parida Independent Director | Ms. Alpana Parida has more than two decades of experience in retail and marketing communications in the US and in India. She has worked as the President of DY Works, India's oldest and largest branding firm. Prior to that she was Head of Marketing with Tanishq, a prominent jewellery brand in India. She conducts branding workshops for large corporates. She graduated from IIM-Ahmedabad in 1985 and has a degree in Economics from St. Stephens, Delhi University. |
| Mr Rakesh Kumar Nangia Independent Director | Mr. Rakesh Nangia is the Founder and Managing Partner of Nangia & Co LLP (One of the Leading Tax Firm in India) and Chairman of Nangia Andersen Consulting Pvt. Ltd. He is a well-known tax veteran, having significant experience in advising Fortune 500 multinationals and Indian business houses on a wide range of matters related to FDI policy, entry strategy, business reorganizations, cross-border tax structuring, mergers & acquisitions, tax controversy and regulatory policy across a range of sectors. He has been the Former - National President of The Indo Canadian Business Chamber and also served as the Co-Chairman at ASSOCHAM's International tax council. He is also associated with the Indo-American chamber for commerce. He is a council member of PHD chambers, member of CII's national committee on Taxation and member of FICCI's Council for Taxation. |
| Mr. Yash Pal Syngal Independent Director | Mr. Yash Pal Syngal had experience of over three decades in various leadership roles. He has held senior positions at Aon PLC, Genpact, American Express and Fidelity International Limited. His core functional areas include technology, business modelling, business process management etc. He has done B. Tech from IIT Delhi and Executive Management Program from University of Chicago Booth School of Business. He is Green Belt certified on Six Sigma and is also PMP Certified. His awards and recognitions include GE's Worldwide award for Achieving Customer Excellence, American Express Worldwide Chairman's Award, Best Function award at GE India. |
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Mr. Arjun Singh
Independent Director
Mr. Arjun Singh has held the position of the Managing Director for Asia and the head of Envestnet | Yodlee's growing operations in India. With more than 25 years of experience of running and growing businesses, he has held senior roles at Aon Hewitt in Asia, WNS, ABN AMRO Bank in Amsterdam, GE Capital Information Services, and ANZ Grindlays Bank in Delhi and Melbourne. Under his leadership, the Envestnet | Yodlee India operation has grown to over fourteen hundred employees, with continually expanding international sales. He has done MBA from IIM Kolkata and a Bachelor's degree in chemical engineering from IIT, Mumbai. He is passionate about education and is a trustee at the Om Foundation School for underprivileged children, and was a Board member of the Welham Girls School. He is also on the Advisory Board of SHRM in India.
II. Past remuneration:
Refer to Corporate Governance Report forming part of Annual Report of the Company.
III. Recognition or awards: Refer background details of the respective Directors as mentioned above.
IV. Job profile and his suitability: Refer background details of the respective Directors as mentioned above.
V. Remuneration proposed:
As per the limits specified in Section II Part II of Schedule V of the Act.
VI. Comparative remuneration profile with respect to industry, size of the company, profile of the position and person (in case of expatriates the relevant details would be with respect to the country of his origin):
The remuneration proposed to be paid is in line with comparable companies.
VII. Pecuniary relationship directly or indirectly with the company, or relation with the managerial personnel, if any:
The Non-Executive Directors do not have any pecuniary relationship with the Company except to the extent of Sitting Fees, Commission or Remuneration, as applicable, and reimbursement of out of pocket expenses received by them for attending the meetings and professional fee paid to M/s Nangia & Co, LLP an enterprise over which Mr. Rakesh Kumar Nangia has significant influence.
Item No. 8
Re- appointment of Cost Auditors of the Company
The Board, on the recommendation of the Audit Committee, has approved the appointment and remuneration of the Cost Auditors to conduct the audit of the cost records of the Company for the financial year ending March 31, 2027 as per the following details. In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be determined by the shareholders of the Company.
| Name of the Cost Auditor | Industry | Audit fees |
|---|---|---|
| Jayant B. Galande | Organic & Inorganic Chemicals | ₹ 1.90 Lacs + applicable taxes |
Accordingly, consent of the members is sought for passing an Ordinary Resolution as set out at Item No. 8 of the Notice for ratification of the remuneration payable to the Cost Auditors for the financial year ending March 31, 2027.
None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 8 of the accompanying Notice of the AGM.
The Board recommends the Ordinary Resolution set out at Item No.8 of the Notice for approval by the shareholders.
May 20, 2026
New Delhi
By order of the Board of Directors
Cosmo First Limited
Jyoti Dixit
Company Secretary
Membership No. F6229
Head Office:
1st Floor, Uppal's Plaza, M-6
Jasola District Centre,
New Delhi- 110025
CIN:-L92114DL1976PLC008355
E-mail:- [email protected]
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I. GENERAL INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC
i. Member will be provided with a facility to attend the AGM through VC through the CDSL e-voting system. Members may access the same at https://www.evotingindia.com under shareholders/ members login by using the remote e-voting credentials. The link for VC will be available in shareholder/ members login where the EVSN of the Company is displayed.
ii. The facility for joining the AGM through VC will be opened 30 minutes before the time scheduled for the AGM. The facility of participation at the AGM through VC will be made available to at least 1000 members on first-come-first-served basis.
iii. Members can participate in the AGM through their desktops/smartphones/ laptops etc. However, for better experience and smooth participation, it is advisable to join the meeting through desktops/laptops with high speed internet connectivity.
iv. Please note that members connecting from mobile devices or tablets or through laptops via mobile hotspot may experience audio/video loss due to fluctuation in their respective network. It is therefore recommended to use stable Wi-Fi or LAN connection to mitigate any kind of aforesaid glitches.
v. Members who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request from their registered email address mentioning their name, demat account number/folio number PAN, email id, mobile number at [email protected] from Thursday, July 30, 2026 (IST 09:00 A.M.) to Saturday, August 01, 2026 (IST 05:00 P.M.)
vi. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.
vii. The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance from their registered email address mentioning their name, demat account number/ folio number, mobile number at [email protected]. These queries will be replied to by the company suitably by email.
II. PROCESS AND MANNER FOR E-VOTING AND JOINING VIRTUAL MEETINGS FOR INDIVIDUAL SHAREHOLDERS HOLDINGS SECURITIES IN DEMAT MODE:
Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders' resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level. Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.
In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.
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Pursuant to abovesaid SEBI Circular, Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:
| Type of shareholders | Login Method |
|---|---|
| Individual Shareholders holding securities in Demat mode with CDSL Depository | 1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login to Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & My Easi New (Token) Tab. |
| 2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers' website directly. | |
| 3) If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & My Easi New (Token) Tab and then click on registration option. | |
| 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers. | |
| Individual Shareholders holding securities in demat mode with NSDL Depository | 1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. |
| 2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp | |
| 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. | |
| 4) For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. |
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| Type of shareholders | Login Method |
|---|---|
| Individual Shareholders (holding securities in demat mode) login through their Depository Participants (DP) | You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. |
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at above mentioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL
| Login type | Helpdesk details |
|---|---|
| Individual Shareholders holding securities in Demat mode with CDSL | Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800 21 09911 |
| Individual Shareholders holding securities in Demat mode with NSDL | Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at : 022 - 4886 7000 and 022 - 2499 7000 |
III. ACCESS THROUGH CDSL E-VOTING SYSTEM IN CASE OF SHAREHOLDERS HOLDING SHARES IN PHYSICAL MODE AND NON-INDIVIDUAL SHAREHOLDERS IN DEMAT MODE:
i. The shareholders should log on to the e-voting website www.evotingindia.com.
ii. Click on "Shareholders" module.
iii. Now enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
iv. Next enter the Image Verification as displayed and Click on Login.
v. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.
vi. If you are a first-time user follow the steps given below:
| For Physical shareholders and other than individual shareholders holding shares in Demat. | |
|---|---|
| PAN | Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) • Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA. |
| Dividend Bank Details OR Date of Birth (DOB) | Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. • If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field. |
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vii. After entering these details appropriately, click on "SUBMIT" tab.
viii. Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
ix. For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
x. Click on the EVSN for the relevant on which you choose to vote.
xi. On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
xii. Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
xiii. After selecting the resolution, you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
xiv. Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
xv. You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.
xvi. If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
xvii. There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.
xviii. Additional Facility for Non-Individual Shareholders and Custodians-For Remote Voting only.
a) Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the "Corporates" module.
b) A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
c) After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
d) The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.
e) It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
f) Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected], if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.
IV. PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/ DEPOSITORIES:
- For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected]
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^{}[] Ahead Always
^{}[] AGM Notice 2025-26
- For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP).
V. INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:
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The procedure for attending meeting & e-voting on the day of the AGM is same as the instructions mentioned above for e-voting.
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The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e-voting.
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Shareholders who have voted through Remote e-voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM.
If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at toll free no. 1800 21 09911.
All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, AVP, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call toll free no. 1800 21 09911.