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Cosmo First Limited Capital/Financing Update 2020

Oct 28, 2020

62162_rns_2020-10-28_5f770d79-5b2e-42fd-9b0a-2f5baaf2b727.pdf

Capital/Financing Update

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CFL/SEC/SE/PS/2020-21/OCT/06 October 28, 2020

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S[IN: [NE7A0101775 (SIN: [NE7A0101775

Dear Sir/ Madam,

Subject: Submission of public announcement dated October 27, 2020 ("Public Announcement") for the Buy-back of up to 12,67^561 equity shares of face value of [NR 10 each ("Equity Shares") at a price of INR 576 by Cosmo Films Limited (the "Company") for an amount not exceeding [NR 73 crores from tender offer route pursuant to the provisions of the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, (the "Buyback Regulations") and the Companies Act 2013 (the "Companies Act"), each as amended (the "Buyback")

This is in furtherance to our letter dated October 26, 2020 informing the outcome of the Board Meeting held on the same date that approved, inter alia, the Buyback of our Equity Shares from tender offer route.

[n this connection, we are pleased to inform you that pursuant to Regulation 7 of the Buyback Regulations, the Company has published, the Public Announcement dated October 27, 2020, for the Buyback on October 28, 2020 in the newspapers mentioned below:

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In this regard, we would like to submit the following documents:

    1. A copy of the Public Announcement that has been published in the aforesaid newspapers on October 28, 2020; and
      1. Certified true copy of the resolution passed by the Board of Directors on October 26, 2020 for approving the Buyback, in compliance with Regulation 5(vii) of the Buyback Regulations.

You are requested to kindly take the same on record.

For and on behalf of Cosmo Films Limited

Jyoti t

Comp 'Secretary & Compliance Officer

Enclosures: As above

PUBLIC ANNOUNCEMENT FOR THE ATTENTION OF EQUITY SHAREHOLDERS / BENEFICIAL OWNERS OF EQUITY SHARES OF COSMO FILMS LIMITED IN CONNECTION WITH THE BUYBACK OF EQUITY SHARES THROUGH THE TENDER OFFER UNDER THE SECURITIES AND EXCHANGE BOARD OF INDIA (BUY-BACK OF SECURITIES), REGULATIONS, 2018, AS AMENDED

This Public Announcement ("Public Announcement") is being made in relation to the Buyback (as defined hereinafter) of Equity Shares (as defined hereinafter) of Cosmo Films Limited through the tender offer process, pursuant to Regulation 7(i) of the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, for the time being in force including any statutory modifications and amendments from time to time ("SEBI Buyback Regulations") and contains the disclosures as specified in Schedule II to the SEBI Buyback Regulations read with Schedule I of the SEBI Buyback Regulations.

OFFER TO BUYBACK UPTO 12,67,361 (TWELVE LACS SIXTYSEVEN THOUSAND THREE HUNDRED AND SIXTYONE) FULLYPAID UPEQUITYSHARES OF COSMO FILMS LIMITED OF FACE VALUE OF INR 10 EACH (INDIAN RUPEES TEN ONLY) ("EQUITY SHARES") AT A PRICE OF INR 576 (INDIAN RUPEES FIVE HUNDRED SEVENTY SIX ONLY) PER FULLYPAID UPEQUITYSHARE ON APROPORTIONATE BASIS THROUGH THE TENDER OFFER PROCESS

Certain figures contained in this Public Announcement, including financial information, have been subject to rounding-off adjustments. All decimals have been rounded off to two decimal points. In certain instances, (i) the sum or percentage change of such numbers may not conform exactly to the total figure given; and (ii) the sum of the numbers in a column or row in certain tables may not conform exactly to the total figure given for that column or row.

1. DETAILS OF THE BUYBACK OFFER AND BUYBACK PRICE

  • 1.1. Pursuant to the resolution passed by the board of directors of Cosmo Films Limited (the "Company") (the board of directors of the Company are hereinafter referred to as the "Board" or the "Board of Directors") on October 26, 2020 ("Board Resolution"), the Company hereby announces the buyback of not exceeding 12,67,361 (Twelve Lacs Sixty Seven Thousand Three Hundred and Sixty One) Equity Shares from the equity shareholders/beneficial owners of Equity Shares as on November 9, 2020 (the "Record Date") (for further details in relation to the Record Date, refer to Paragraph 9.12 of this Public Announcement), on a proportionate basis, through the "tender offer" process, in accordance with Article 62 of the Articles of Association of the Company, Sections 68, 69 and 70, and other applicable provisions of the Companies Act, 2013, including any statutory modification(s) or re-enactment thereof (the "Companies Act") and applicable rules thereunder including the Companies (Share Capital and Debentures) Rules, 2014, as amended, the SEBI Buyback Regulations, and subject to approvals, permissions, sanctions as may be necessary and subject to any modifications and conditions, as may be prescribed by the Securities and Exchange board ("SEBI"), Registrar of Companies, N.C.T of Delhi and Haryana("ROC") and/or other appropriate authorities, which may be agreed to by the Board and/or any committee thereof, at a price of INR 576 (Indian Rupees Five Hundred Seventy Six only) per Equity Share ("Buyback Offer Price"), payable in cash, for an aggregate maximum amount not exceeding INR 73,00,00,000 (Indian Rupees Seventy Three Crores only) (the "Buyback Offer Size") which represents 9.69% and 9.95% of the aggregate paid-up share capital and free reserves as per the audited standalone and consolidated financial statements of the Company respectively, for the financial year ended March 31, 2020, on a proportionate basis, through the "tender offer" route as prescribed under the SEBI Buyback Regulations, from all of the shareholders of the Company who hold Equity Shares as of the Record Date (the process being referred hereinafter as the "Buyback").
  • 1.2. The Buyback Offer Size and the Buyback Offer Price do not include taxes payable under Income Tax Act, 1961 and any expenses incurred or to be incurred for the Buyback viz., brokerage, costs, fees, turnover charges, taxes such as securities transaction tax and goods and services tax (if any), stamp duty, advisors fees, printing and dispatch expenses and other incidental and related expenses and charges ("Transaction Costs").
  • 1.3. The Buyback Size is subject to receipt to approvals, permissions, exemptions and sanctions as may be necessary and subject to such conditions and modifications, if any, as may be prescribed or imposed by statutory, regulatory or governmental authorities under applicable laws, including SEBI, National Stock Exchange of India Limited ("NSE") and BSE Limited ('BSE") (BSE and NSE are hereinafter together referred as the, "Stock Exchanges") where the Equity Shares of the Company are listed.
  • 1.4. The Equity Shares are listed on the Stock Exchanges. The Buyback shall be undertaken on a proportionate basis from the equity shareholders of the Company as on the Record Date through the tender offer process prescribed under Regulation 4 (iv)(a) of the SEBI Buyback Regulations.
  • 1.5. The Buyback is in accordance with the provisions of the Companies Act, Article 62 of the Articles of Association of the Company and subject to the provisions of the SEBI Buyback Regulations, and such other approvals, permissions as may be required from time to time from the Stock Exchanges and/or from any other statutory and/or regulatory authority, as may be required and which may be agreed to by the Board and/or any committee thereof. The Buyback would be undertaken in accordance with circular no. CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 and circular no. CFD/DCR2/CIR/P/2016/131 dated December 9, 2016, circular bearing number SEBI/HO/CFD/DIL1/CIR/P/2018/011 dated January 19, 2018, issued by SEBI, which prescribes mechanism for acquisition of shares through stock exchange and in accordance with the SEBI circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/144 dated July 31, 2020, the physical shareholders are allowed to tender their shares in the Buyback, as per the provisions of the SEBI Buyback Regulations (the "SEBI Circulars"). In this regard, the Company will request BSE to provide the acquisition window.
  • 1.6. The Buyback will be met out of internal accruals, retained earnings, cash and bank balances and investments made by the Company. The Company shall transfer from its free reserves, a sum equal to the nominal value of the Equity Shares bought back through the Buyback to the Capital Redemption Reserve Account and the details of such transfer shall be disclosed in its subsequent audited balance sheet.
  • 1.7. The Company confirms that as required under Section 68(2)(d) of the Companies Act, the ratio of the aggregate of secured and unsecured debts owed by the Company shall not be more than twice the paid-up capital and free reserves after the Buyback.
  • 1.8. Pursuant to the proposed Buyback and depending on the response to the Buyback, the voting rights of the promoters and members of the promoter group in the Company may change from its existing voting rights 44.15% of in the Company. The promoters and members of the promoter group of the Company are already in control over the Company and therefore such change in voting rights of the promoters and members of the promoter group pursuant to the Buyback will not result in any change in control over the Company.
  • 1.9. Acopy of this Public Announcement is available on the Company's website (www.cosmofilms.com) and is expected to be available on the websites of SEBI (www.sebi.gov.in), NSE (www.nseindia.com) and BSE (www.bseindia.com) during the period of the Buyback.

2. OBJECTIVE/NECESSITYFOR THE BUYBACK

2.1. The Buyback is being proposed by the Company to return surplus funds to the equity shareholder/beneficial owner of the Equity Shares ("Equity Shareholders"), which are over and above its ordinary capital requirements and in excess of any current investment plans, in an expedient, efficient and cost effective manner. The Company has accumulated free reserves and satisfactory liquidity as represented by its bank balances and marketable securities. The future generation of cash along with borrowings, if any, will support the resources required for investments and other operational requirements of the Company in the coming years. The Buyback provides an opportunity to the Company to return excess cash to the Equity Shareholders and to enhance overall shareholders' value. Additionally, the Company's management strives to increase the Equity Shareholders' value and the Buyback

would result in the following benefits, amongst other things:

  • The Buyback will improve financial ratios like earnings per share, return on capital employed, return on equity, calculated on the basis of financial statements, by reduction in the equity basis of the Company, thereby leading to long term increase in shareholders' value);
  • The Buyback will help in achieving an optimal capital structure;
  • The Buyback will help the Company to distribute surplus cash to the Equity Shareholders broadly in proportion to their shareholding, thereby, enhancing their overall return;
  • The Buyback, which is being implemented through the tender offer route as prescribed under the SEBI Buyback Regulations, would involve allocation of number of shares as per the entitlement of the shareholders or 15% of the number of Equity Shares to be bought back whichever is higher, reserved for the small shareholders. The Company believes that this reservation for small shareholders would benefit a large number of public shareholders, who would get classified as "small shareholder" as per Regulation 2(i)(n) of the SEBI Buyback Regulations;
  • The Buyback gives an option to the Equity Shareholders to either (i) choose to participate and get cash in lieu of Equity Shares to be accepted under the Buyback or (ii) choose to not participate and enjoy a resultant increase in their percentage shareholding, post Buyback, without additional investment.
  • 2.2. After considering several factors and benefits to the shareholders holding Equity Shares of the Company, the Board decided to recommend Buyback not exceeding 12,67,361 (Twelve Lacs Sixty Seven Thousand Three Hundred and Sixty One) Equity Shares representing 6.52% of the total paid-up equity capital of the Company at price of INR 576 (Indian Rupees Five Hundred Seventy Six only) per Equity Share, payable in cash, for an aggregate maximum amount not exceeding INR 73,00,00,000 (Indian Rupees Seventy Three Crores only) excluding any taxes payable under Income Tax Act, 1961 and any expenses incurred or to be incurred for the Buyback, which represents 9.69% and 9.95% of the aggregate of the Company's paid-up capital and free reserves as per the audited financials of the Company as on March 31, 2020 on a standalone and consolidated basis, respectively.
  • 2.3. The Buyback will not result in a change in control or otherwise affect the existing management structure of the Company.
  • 2.4. The post Buyback debt-equity ratio of the Company will be less than 2:1, as prescribed by Section 68 of the Companies Act, assuming full acceptance by the Shareholders.
  • 3. MAXIMUM AMOUNT REQUIRED UNDER THE BUYBACK AND ITS PERCENTAGE OF THE TOTAL PAID UP CAPITALAND FREE RESERVES

In accordance with the provisions of the Companies Act and the SEBI Buyback Regulations, the Buyback Size of INR 73,00,00,000 (Indian Rupees Seventy Three Crores only) excluding Transaction Costs, represents 9.69% and 9.95% of the aggregate of the Company's paid-up capital and free reserves as per the audited financial statements of the Company as on March 31, 2020 on a standalone and consolidated basis respectively, and it does not exceed 10% of the aggregate of the fully paid up share capital and free reserves of the Company as on March 31, 2020.

4. MAXIMUM PRICE FOR THE BUYBACK OF EQUITYSHARES

The Equity Shares are proposed to be bought back at a price of INR 576 per Equity Shares. The Buyback Offer Price has been arrived at after considering various factors including, but not limited to trends in the volume weighted average prices of the Equity Shares on the Stock Exchanges, the net worth of the Company, price earnings ratio, impact on other financial parameters and the possible impact of the Buyback on the earnings per Equity Share.

The Buyback Offer Price represents

  • a. Premium of 25.31% and 25.37% over the closing price of the Equity Shares on the BSE and NSE, respectively, as on October 19, 2020 ("Intimation Date"), being the date on which Company intimated the Stock Exchanges of its intention to consider the proposal for buyback of shares at the Board Meeting held on October 26, 2020; and
  • b. Premium of 37.66% and 37.65% over the volume weighted average market price of the Equity Shares on BSE and on NSE, respectively, during the three months preceding the Intimation Date.
  • c. Premium of 38.68% and 38.65% over the volume weighted average market price of the Equity Shares on BSE and NSE, respectively, for two weeks preceding the Intimation Date.
  • 5. DETAILS OF SHAREHOLDING OF THE PROMOTERS, MEMBERS OF THE PROMOTER GROUPAND OTHER DETAILS
  • 5.1. The aggregate shareholding in our Company of the (i) promoters; (ii) members of the promoter group and (iii) persons who are in control of the Company, as on the date of the Board Meeting i.e., October 26, 2020 and the date of this Public Announcement i.e., October 27, 2020 is as follows:
No. Sr. Name of the shareholders Category No. ofEquity Shares % of paid-up equityshare capital
1. Ashok Jaipuria Promoter 3,45,161 1.78
2. Aanchal Jaipuria Bhandari Promoter Group 91,720 0.47
3. Ambrish Jaipuria Promoter Group 3,52,800 1.81
4. Abha Jaipuria Promoter Group 24,200 0.12
5. Yamini Kumar Promoter Group 51,000 0.26

Contd.

No. Sr. Name of the shareholders Category No. ofEquity Shares % of paid-up equityshare capital
6. Pravasi Enterprises Limited Promoter Group 5060 0.03
7. Andheri Properties and DevelopersPrivate Limited(Formerly known as Andheri Propertiesand Finance Limited) Promoter Group 622 0.00
8. Ashok Jaipuria – Registered OwnerC/o Gayatri & Annapurna – Beneficial Owner Promoter Group 75,08,216 38.62
9. Fawkes Management Private Limited(Regd. Owner) Ashok Jaipuria Private Trust(Beneficial Owner) Promoter Group 100 0.00
10. Fawkes Management Private Limited(Regd. Owner) Ashok Jaipuria Family Trust(Beneficial Owner) Promoter Group 2,03,367 1.05
Total 85,82,246 44.15

5.2. Apart from the individuals covered under Point 5.1 above, shareholding of the directors of the Company ("Directors") and the key managerial personnel of the Company ("KMPs"), as on the date of this Public Announcement i.e. October 27, 2020 is as follows:

Announcement i.e. October 27, 2020 is as follows:
No. Sr. Name of the shareholders Category No. ofEquity Shares % of paid-up equityshare capital
1 Ashok Jaipuria Managing Director 3,45,161 1.78
2 Anil Kumar Jain Whole-time Director 10,000 0.05
3 Hoshang Noshirwan Sinor Independent Director NIL NIL
4 Har Kishanlal Agrawal Independent Director 1,000 0.00
5 Pratip Chaudhuri Non-IndependentNon-Executive Director NIL NIL
6 Anil Wadhwa Independent Director NIL NIL
7 Alpana Parida Shah Independent Director NIL NIL
8 Pankaj Poddar Chief Executive Officer 4,749 0.02
9 Neeraj Jain Chief Financial Officer 1 0.00
10 Jyoti Dixit Company Secretary 1 0.00
Total 3,60,912 1.85
5.3. Except as mentioned in the table below, none of the directors of promoters/ members of the promoter group, wherethe promoter is a Company, hold any Equity Shares in the Company.
Sr. Name of the Company/Trust Name of the Director No. of % of paid-up equity
No. /Trustee Equity Shares share capital
1. Pravasi Enterprises Limited Sohan Lal Bagree Nil Nil
Vijay Kant Saxena 110 0.00
Rajendra Kumar Sharma 1 0.00
2. Andheri Properties and DevelopersPrivate Limited(Formerly known as Andheri Propertiesand Finance Limited) Pramod Kumar JainBajrang Singh Shekhawat 11 0.000.00
3. Fawkes Management Private Limited Manoj Kumar Gupta 341 0.00
(Regd. Owner) Ashok Jaipuria PrivateTrust (Beneficial Owner) Anu Bhakri Nil Nil
4. Fawkes Management Private Limited Manoj Kumar Gupta 341 0.00

Trust (Beneficial Owner)

Total 454 0.00 5.4. Except as mentioned below, no Equity Shares or other specified securities of the Company were either purchased or sold (either through the stock exchanges or off market transactions) by any of the (i) promoters; (ii) members of the promoter group and persons who are in control of the Company; (iii) directors of the promoters/ members of the promoter group, where such promoter is a Company and of persons who are in control of the Company during a period of six months preceding the date of the Board Resolution, i.e. October 26, 2020, and from the date of the

No. Sr. Date of the transaction No. of Transaction shares value (INR) Nature of transaction value (INR) Nominal Cumulative No.of shares
13. July 25, 2018 4,500 10,27,736 Market Purchase 10 4,83,661
14. July 26, 2018 2,900 6,70,482 Market Purchase 10 4,86,561
15. July 27, 2018 10,100 24,72,488 Market Purchase 10 4,96,661
16. July 30, 2018 12,000 29,23,967 Market Purchase 10 5,08,661
17. July 31, 2018 8,000 16,06,944 Market Purchase 10 5,16,661
18. August 1, 2018 12,000 29,80,741 Market Purchase 10 5,28,661
19. August 2, 2018 4,244 10,52,492 Market Purchase 10 5,32,905
20. August 13, 2018 10,000 24,04,945 Market Purchase 10 5,42,905
21. August 14, 2018 10,000 23,82,492 Market Purchase 10 5,52,905
22. August 16, 2018 2,254 5,36,872 Market Purchase 10 5,55,159
23. August 17, 2018 4,369 10,57,786 Market Purchase 10 5,59,528
24. August 20, 2018 10,000 24,47,063 Market Purchase 10 5,69,528
25. August 21, 2018 10,000 24,48,296 Market Purchase 10 5,79,528
26. October 1, 2018 3,000 6,78,024 Market Purchase 10 5,82,528
27. October 3, 2018 5,000 11,79,090 Market Purchase 10 5,87,528
28. October 4, 2018 6,000 13,97,881 Market Purchase 10 5,93,528
29. October 5, 2018 2,000 4,52,574 Market Purchase 10 5,95,528
30. October 8, 2018 3,000 6,95,437 Market Purchase 10 5,98,528
31. June 25, 2019 (2,03,367) NIL Gift to Ashok Jaipuria 10 3,95,161
Family Trust
32. August 25, 2020 (50,000) NIL Gift to Yamini Kumar 10 3,45,161
Cumulative Shareholding
Board Resolution till the date of this Public Announcement.
Shareholder Name of the Aggregate numberof Equity Sharespurchased or sold Nature of Maximum Date of Minimum Date ofTransaction Price (Rs.) Maximum Price Price (Rs.) Minimum Price
Ashok Jaipuria (50,000) Gift 448.15 August 25, 2020 429.40 August 25, 2020
Yamini Kumar 50,000 Gift 448.15 August 25, 2020 429.40 August 25, 2020
PravasiEnterprisesLimited 2,680 Transmissionpursuant to theScheme ofAmalagmation ofSunriseManufacturingCompany Limitedan erstwhilePromoter Company 394.00 July 14, 2020 344.10 July 14, 2020
1,280 Transmission onScheme ofAmalagmation ofHanuman TextileManufacturingand InvestmentCo. Limited anerstwhile PromoterCompany 394.00 July 14, 2020 344.10 July 14, 2020
SunriseManufacturingCompanylimited (2,680) Transmission toPravasiEnterprises Limitedon pursuant tothe scheme ofamalagmation ofthe Company 394.00 July 14, 2020 344.10 July 14, 2020
Hanuman(1,280)TextileManufacturingand InvestmentCo. Limited Transmission toPravasiEnterprises Limitedon pursuant tothe scheme ofamalgamation ofthe Company 394.00 July 14, 2020 344.10 July 14, 2020
Sr. Name of the shareholders tender up to a maximum number of Equity Shares as detailed below:Category In terms of the SEBI Buyback Regulations, the promoters and members of the promoter group and persons in controlof the Company have the option to participate in the Buyback. The promoters and the members of the promotergroup and persons in control of the Company, have expressed their intention to participate in the Buyback and it mayNumber of Equity Maximum no. of Equity Shares
No. Shares held which may be tendered
1. Ashok Jaipuria Promoter 3,45,161 Upto the entitlement
2. Aanchal Jaipuria Bhandari Promoter Group 91,720 Upto the entitlement
3. Ambrish Jaipuria Promoter Group 3,52,800 Upto the entitlement
4. Abha Jaipuria Promoter Group 24,200 Upto the entitlement
5. Yamini Kumar Promoter Group 51,000 Upto the entitlement
6. Pravasi Enterprises Limited Promoter Group 5,060 Upto the entitlement
7. Andheri Properties and Developers Private Limited(Formerly known as AndheriProperties and Finance Limited) Promoter Group 622 Upto the entitlement
- Beneficial Owner 8. Ashok Jaipuria - RegisteredOwner C/o Gayatri & Annapurna Promoter Group 75,08,216 Upto the entitlement
- Beneficial Owner 9. Fawkes Management PrivateLimited - Registered Owner C/oAshok Jaipuria Private Trust Promoter Group 100 Upto the entitlement
10. Fawkes Management PrivateLimited- Registered Owner C/oAshok Jaipuria Family Trust-Beneficial Owner Promoter Group 2,03,367 Upto the entitlement
Total 85,82,246
and persons in control of the Company intend to tender in the Buyback are set forth below: The details of the date and price of acquisition of the Equity Shares that the promoters and members of the promoter group
Ashok Jaipuria:
No. Sr. Date of the transaction No. of Transactionshares value (INR) Nature of transaction value (INR) Nominal Cumulative No.of shares
1. Opening as onApril 1, 2000 1,48,500 74,26,000 Through purchases/allotments 10 1,48,500
2. May 14, 2001 82,000 23,78,000 Inter-se transfer 10 2,30,500

from Gayatri & Annapurna

  1. March 28, 2003 2,30,500 NIL Bonus Issue 10 4,61,000 4. July 22, 2004 (2,100) NIL Gift 10 4,58,900 5. May 3, 2005 15,000 9,98,292 Off- Market purchase 10 4,73,900 6. May 4, 2005 20,000 13,31,056 Off- Market purchase 10 4,93,900 7. May 9, 2005 1,261 83,923 Off- Market purchase 10 4,95,161 8. May 18, 2005 5,000 3,32,764 Off- Market purchase 10 5,00,161 9. December 11, 2012 (15,000) NIL Gift 10 4,85,161 10. December 11, 2012 (15,000) NIL Gift 10 4,70,161 11. July 23, 2018 5,000 10,39,855 Market Purchase 10 4,75,161 12. July 24, 2018 4,000 9,16,203 Market Purchase 10 4,79,161 Note: Since specific details of acquisition/sale of equity shares prior to April 1, 2000 are not available, aggregate shareholding as on April 1, 2000 is provided.
Aanchal Jaipuria Bhandari:
Sr. Date of the transaction No. of Transaction Nature of transaction Nominal Cumulative No.
No. shares value (INR) value (INR) of shares
1. Opening as on 44,860 4,63,762 Through purchases/ 10 44,860
April 1, 2000 Allotments
1. Opening as on 44,860 4,63,762 Through purchases/ 10 44,860
April 1, 2000 Allotments
2. March 28, 2003 44,860 NIL Bonus Issue 10 89,720
3. June 11, 2007 2,000 NIL Transmission on dissolution ofAanchal Jaipuria Benefit Trust 10 91,720
Cumulative Shareholding

Note: Since specific details of acquisition/sale of equity shares prior to April 1, 2000 are not available, aggregate shareholding as on April 1, 2000 is provided.

Ambrish Jaipuria:

No. Sr. Date of the transaction No. of Transaction shares value (INR) Nature of transaction value (INR) Nominal Cumulative No.of shares
1. Opening as onApril 1, 2000 1,97,900 24,08,863 Through purchases/Allotments 10 1,97,900
2. May 16, 2001 78,000 22,62,000 Interse transfer fromGayatri & Annapurna 10 2,75,900
3. March 28, 2003 2,75,900 NIL Bonus issue 10 5,51,800
4. March 31, 2004 1,000 NIL Transmission on dissolution ofAmbrish Jaipuria Benefit Trust 10 5,52,800
5. May 25, 2016 (50,000) 1,84,22,571 Interse transfer toGayatri & Annapurna 10 5,02,800
6. June 15, 2017 (1,00,000) 4,21,80,909 Market Sale 10 4,02,800
7. August 19, 2019 (20,000) 45,11,260 Market Sale 10 3,82,800
8. August 21, 2019 (1,930) 4,23,806 Market Sale 10 3,80,870
9. August 27, 2019 (12,257) 26,30,259 Market Sale 10 3,68,613
10. August 28, 2019 (1,585) 3,43,280 Market Sale 10 3,67,028
11. August 29, 2019 (14,228) 30,46,560 Market Sale 10 3,52,800
Cumulative Shareholding 3,52,800

Note: Since specific details of acquisition/sale of equity shares prior to April 1, 2000 are not available, aggregate shareholding as on April 1, 2000 is provided.

Abha Jaipuria:

Sr. Date of the transaction No. of Transaction Nature of transaction Nominal Cumulative No.
No. shares value (INR) value (INR) of shares
1. Opening as onApril 1, 2000 12,100 1,21,000 Through purchases/Allotments 10 12,100
2. March 28, 2003 12,100 NIL Bonus Issue 10 24200
Cumulative Shareholding 24,200

Note: Since specific details of acquisition/sale of equity shares prior to April 1, 2000 are not available, aggregate shareholding as on April, 1, 2000 is provided.

Yamini Kumar:

No. Sr. Date of the transaction No. of Transaction shares value (INR) Nature of transaction value (INR) Nominal Cumulative No.of shares
1. June 22, 2017 1,000 4,29,305 Market Purchase 10 1,000
2. August 25, 2020 50,000 NIL Gift from Mr. Ashok Jaipuria 10 51,000
Cumulative Shareholding
Pravasi Enterprises Limited:
No. Sr. Date of the transaction No. of Transaction shares value (INR) Nature of transaction value (INR) Nominal Cumulative No.of shares
  1. Opening as on 4,29,550 1,38,64,966 Through Purchases/ 10 4,29,550
April 1, 2000 Allotments
2. March 15, 2001 6,000 1,80,600 Off-Market Purchase 10 4,35,550
3. March 28, 2003 4,35550 NIL Bonus Issue 10 8,71,100
4. May 11, 2015 (8,70,000) 1,40,33,100 Inter-se Transfer to 10 1,100
Gayatri & Annapurna
5. August 19, 2015 20,000 36,87,704 Market Purchase 10 21,100
6. August 20, 2015 20000 3,53,614 Market Purchase 10 41,100
7. August 21, 2015 20,000 34,52,092 Market Purchase 10 61,100
8. August 24, 2015 33,981 52,45,587 Market Purchase 10 95,081
9. September 1, 2015 36,019 55,00,817 Market Purchase 10 1,31,100
10. June 18, 2018 (1,30,000) 3,08,91,388 Inter-se Transfer to 10 1,100
Gayatri & Annapurna
11. July 21, 2020 2,680 NIL Transmission pursuant to 10 3,780
the Scheme of Amalgamation
of Sunrise Manufacturing
Company Limited anerstwhile Promoter Company
12. July 21, 2020 1,280 NIL Transmission on Scheme of 10 5,060
Amalgamation of Hanuman
Textile Manufacturing and
Investment Co. Limited an
erstwhile Promoter Company
Cumulative Shareholding 5,060
Limited): Andheri Properties and Developers Private Limited (Formerly known as Andheri Properties and Finance
Nominal Cumulative No.
Sr. Date of the transaction No. of Transaction Nature of transaction
No. shares value (INR) value (INR) of shares
1. Opening as on 4,60,322 2,77,67,824 Through Purchases/ 10 4,60,322
September 30, 2009 Allotments
2. April 8, 2010 (11,273) 14,11,766 Market Sale 10 4,49,049
3. April 9, 2010 (20,625) 25,70,578 Market Sale 10 4,28,424
4. April 12, 2010 (12,345) 15,19,602 Market Sale 10 4,16,079
5. April 13, 2010 (11,050) 13,54,147 Market Sale 10 4,05,029
6. April 19, 2010 (4,497) 5,35,612 Market Sale 10 4,00,532
7. April 20, 2010 (3,051) 3,62,481 Market Sale 10 3,97,481
8. April 21, 2010 (31,564) 38,05,078 Market Sale 10 3,65,917
9. April 22, 2010 (15,246) 18,40,122 Market Sale 10 3,50,671
10. April 23, 2010 (11,549) 13,95,503 Market Sale 10 3,39,122
11. April 26, 2010 (3,408) 4,15,490 Market Sale 10 3,35,714
12. April 27, 2010 (75,000) 93,48,287 Market Sale 10 2,60,714
13. April 28, 2010 (25,500) 30,41,564 Market Sale 10 2,35,214
14. April 29, 2010 (27,176) 32,94,173 Market Sale 10 2,08,038
15. April 30, 2010 (19,392) 23,55,215 Market Sale 10 1,88,646
16. May 3, 2010 (22,024) 26,37,533 Market Sale 10 1,66,622
17. May 4, 2010 (27,000) 32,55,761 Market Sale 10 1,39,622
18. August 13, 2010 (3,500) 4,46,935 Market Sale 10 1,36,122
19. August 26, 2010 (5,000) 6,66,856 Market Sale 10 1,31,122
20. August 27, 2010 (10,000) 13,49,838 Market Sale 10 1,21,122
21. August 30, 2010 (6,500) 8,71,185 Market Sale 10 1,14,622
22. August 31, 2010 (5,000) 6,63,374 Market Sale 10 1,09,622
23. September 13, 2010 (12,282) 16,13,900 Market Sale 10 97,340
24. September 14, 2010 (14,718) 19,29,840 Market Sale 10 82,622
25. September 15, 2010 (8,000) 10,60,993 Market Sale 10 74,622
26. November 26, 2013 (74,000) 40,03,400 Interse Transfer toGayatri & Annapurna 10 622

Cumulative Shareholding 622

Note: Since Andheri Properties and Developers Private Limited became the part of our promoter group on September 30, 2009, specific details of acquisition/sale of equity shares prior to September 30, 2009 are not available, aggregate shareholding as on September 30, 2009 is provided.

Ashok Jaipuria - Registered Owner C/o Gayatri & Annapurna - Beneficial Owner:
No. Sr. Date of the transaction No. of Transaction shares value (INR) Nature of transaction value (INR) Nominal Cumulative No.of shares
1. Opening as onApril 1, 2000 8,52,750 1,88,87,656 Through Purchases/Allotments 10 8,52,750
2. May 15, 2001 (82,000) 23,78,000 Inter-se Transferto Ashok Jaipuria 10 7,70,750
3. May 18, 2001 (78,000) 22,62,000 Inter-se Transferto Ambrish Jaipuria 10 6,92,750
4. August 7, 2001 1,00,000 32,30,000 Off Market Purchase 10 7,92,750
5. September 17, 2001 9,04,686 2,29,79,024 Inter-se Transfer fromSunrise ManufacturingCompany Limited 10 16,97,436
6. December 26, 2001 4,00,012 1,38,20,414 Off Market Purchase 10 20,97,448
7. December 26, 2001 2,99,990 1,03,64,654 Off Market Purchase 10 23,97,438
8. March 28, 2003 23,97,438 NIL Bonus Issue 10 47,94,876
9. July 4, 2013 2,00,000 1,09,20,000 Inter-se Transfer fromCosmo Ferrites Limitedan erstwhilePromoter company 10 49,94,876
10. July 31, 2013 2,00,000 1,00,70,000 Inter-se Transfer fromCosmo Ferrites Limitedan erstwhilePromoter company 10 51,94,876
11. September 27, 2013 1,50,000 67,95,000 Inter-se Transfer fromCosmo Ferrites Limitedan erstwhilePromoter company 10 53,44,876
12. November 25, 2013 74,000 40,03,400 Inter-se Transfer fromAndheri Properties andDevelopers Private Limited 10 54,18,876
13. April 22, 2015 3,35,000 28,30,750 Inter-se Transfer fromHanuman TextileManufacturing andInvestment Co. Limitedan erstwhilePromoter Company 10 57,53,876
14. April 30, 2015 5,60,000 60,25,600 Inter-se Transfer fromSunrise ManufacturingCompany Limited 10 63,13,876
15. May 11, 2015 8,70,000 1,40,33,100 Inter-se Transfer fromPravasi EnterprisesLimited 10 71,83,876
16. May 31, 2016 50,000 1,85,27,429 Inter-se Transfer fromAmbrish Jaipuria 10 72,33,876
17. March 17, 2017 (23,89,000) 8,47,47,985 Inter-se Transfer toHanuman TextileManufacturing andInvestment Co. Limited 10 48,44,876
18. March 24, 2017 23,89,000 91,21,35,548 Inter-se Transfer fromHanuman TextileManufacturing andInvestment Co. Limited 10 72,33,876
19. June 18, 2018 1,30,000 3,11,49,611 Inter-se Transfer fromPravasi Enterprises Limited 10 73,63,876
20. June 22, 2018 6,708 15,30,768 Market Purchase 10 73,70,584
21. June 25, 2018 10,000 22,88,086 Market Purchase 10 73,80,584
22. June 26, 2018 5,000 11,48,202 Market Purchase 10 73,85,584
23. June 27, 2018 8,000 18,36,541 Market Purchase 10 73,93,584
24. June 28, 2018 10,000 22,74,496 Market Purchase 10 74,03,584
25. July 20, 2018 21,668 43,35,842 Market Purchase 10 74,25,252
26. January 28, 2019 2,000 38,74,641 Market Purchase 10 74,27,252
27. January 29, 2019 8,000 15,39,134 Market Purchase 10 74,35,252
28. January 30, 2019 2,639 5,03,659 Market Purchase 10 74,37,891
29. January 31, 201930. February 1, 2019 7,5005,500 14,54,10610,78,404 Market PurchaseMarket Purchase 1010 74,45,39174,50,891
31. February 4, 2019 4,361 8,28,657 Market Purchase 10 74,55,252
32. February 20, 2019 5,823 9,95,982 Market Purchase 10 74,61,075
33. February 21, 2019 2,741 4,85,700 Market Purchase 10 74,63,816
34. February 22, 2019 3,000 5,59,514 Market Purchase 10 74,66,816
35. February 26, 2019 9,000 16,95,541 Market Purchase 10 74,75,816
36. February 27, 2019 10,000 18,90,935 Market Purchase 10 74,85,816
37. February 28, 2019 7,400 13,97,292 Market Purchase 10 74,93,216
38. March 6, 2019 15,000 30,56,238 Market Purchase 10 75,08,216
Cumulative Shareholding 75,08,216

Note: Since specific details of acquisition/sale of equity shares prior to April 1, 2000 are not available, aggregate shareholding as on April 1, 2000 is provided.

Fawkes Management Private Limited - Registered Owner C/o Ashok Jaipuria Private Trust - Beneficial Owner:

No. Sr. Date of the transaction No. of Transaction shares value (INR) Nature of transaction value (INR) Nominal Cumulative No.of shares
1. August 30, 2017 100 43,101 Market Purchase 10 100
Cumulative Shareholding 100
Fawkes Management Private Limited-Registered Owner C/o Ashok Jaipuria Family Trust -Beneficial Owner:
No. Sr. Date of the transaction No. of Transaction shares value (INR) Nature of transaction value (INR) Nominal Cumulative No.of shares
1. June 25, 2019 2,03,367 NIL Gift fromMr. Ashok Jaipuria 10 2,03,367
Cumulative Shareholding 2,03,367

6. NO DEFAULTS

There are no defaults subsisting in the repayment of deposits, interest payment thereon, redemption of debentures or payment of interest thereon or redemption of preference shares or payment of dividend due to any shareholder, or repayment of any term loans or interest payable thereon to any financial institution or banking company.

7. CONFIRMATION BYTHE BOARD OF DIRECTORS OF THE COMPANY

The Board has confirmed in the Board Meeting that they have made a full inquiry into the affairs and prospects of the

Company and that they have formed the opinion:

  • (i) that immediately following the date of the Board Meeting (i.e., October 26, 2020), there are no grounds on which the Company can be found unable to pay its debts;
  • (ii) that as regards the Company's prospects for the year immediately following the date of the Board Meeting, and having regard to the Board's intention with respect to the management of the Company's business during that year and to the amount and character of the financial resources which will in the Board's view be available to the Company during that year, the Company will be able to meet its liabilities as and when they fall due and the Company will not be rendered insolvent within a period of one year period from the date of the Board Meeting; and
  • (iii) in forming their opinion for the above purposes, the Board has taken into account the liabilities as if the company were being wound up under the provisions of the Companies Act or the Insolvency and Bankruptcy Code, 2016, each as amended (including prospective and contingent liabilities).

8. REPORT BYTHE COMPANY'S STATUTORYAUDITOR

The text of the report dated October 26, 2020 received from S.N. Dhawan & CO LLP (Firm's Registration No. 00050N/N500045, the statutory auditor of the Company, addressed to the Board of Directors of the Company is reproduced below:

To, The Board of Directors Cosmo Films Limited 1008, DLF Tower -A, Jasola District Centre New Delhi- 110025 Dear Sirs,

Statutory Auditor's Report in respect of proposed buyback of equity shares pursuant to the requirements of clause (xi) of Schedule I of Securities and Exchange Board of India (Buy Back of Securities) Regulations, 2018 (as amended) ('Buyback Regulations')

    1. This Report is issued in accordance with the terms of our engagement letter dated September 18, 2020.
    1. The Board of Directors of Cosmo Films Limited ('the Company') have approved a proposal for buy-back of equity shares by the Company at its meeting held on October 26, 2020, in pursuance of the provisions of Section 68, 69 and 70 of the Companies Act, 2013 as amended ('the Act') and the Buyback Regulations.
    1. We have been requested by the Management of the Company to provide a report on the accompanying Statement of Permissible Capital Payment (including securities premium) ('Annexure') as at March 31, 2020 (the 'Statement') prepared by the Management of the Company, which we have initialled for identification purposes only.

Management's Responsibility for the Statement

    1. The preparation of the Statement in accordance with the provisions of the Act and the compliance with the Buyback Regulations, is the responsibility of the Management of the Company, including the computation of the amount of the permissible capital payment (including securities premium), the preparation and maintenance of all accounting and other relevant supporting records and documents. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the Statement and applying an appropriate basis of preparation; and making estimates that are reasonable in the circumstances.
    1. The Board of Directors are responsible to make a full inquiry into the affairs and prospects of the Company and to form an opinion on reasonable grounds that the Company will be able to pay its debts from the date of Board meeting approving the buyback of its equity shares and will not be rendered insolvent within a period of one year from the said date and in forming the opinion, it has taken into account the liabilities (including prospective and contingent liabilities) as if the Company were being wound up under the provisions of the Act or the Insolvency and Bankruptcy Code, 2016. Further, a declaration is signed by two directors of the Company in this respect in accordance with the requirements of the Section 68(6) of the Act and the Buyback Regulations.

Auditors Responsibility

    1. Pursuant to the requirements of clause (xi) of Schedule I of the Buyback Regulations, it is our responsibility to provide a reasonable assurance:
  • i. Whether we have inquired into the state of affairs of the Company in relation to its latest audited standalone financial statements and the consolidated financial statements as at and for the year ended March 31, 2020 (the 'Audited Financial Statements') ;
  • ii. Whether the amount of permissible capital payment (including securities premium) as stated in Annexure for the proposed buyback of equity shares has been properly determined considering the Audited Financial Statements and is within the permissible limit and computed in accordance with the provisions of Section 68(2) of the Act; and Regulation 4(i) of the Buyback Regulations; and
  • iii. Whether the Board of Directors of the Company, in their meeting held on October 26, 2020, have formed the opinion as specified in Clause (x) of Schedule I to the Buyback Regulations on reasonable grounds that the Company will be able to pay its debts from the above-mentioned date and will not, having regard to its state

of affairs be rendered insolvent within a period of one year from the aforesaid date.

The Audited Financial Statements referred to in paragraph 6 above, have been audited by the predecessor auditor, Walker Chandiok & Co LLP, Chartered Accountants, on which the said firm of Chartered Accountants have issued an unmodified audit opinion vide their report dated June 4, 2020. We have relied upon their report for the purposes of issuing our Certificate.

    1. We conducted our examination of the Statement in accordance with the Guidance note on Reports or Certificates for Special Purposes, issued by the Institute of Chartered Accountants of India ('ICAI') (the 'Guidance Note'). The Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.
    1. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services engagements.
    1. We have also obtained appropriate representations from the Company's management.

Opinion

    1. Based on enquiries conducted and our examination as above, and the information and explanations given to us, we report that:
  • i. We have enquired into the state of affairs of the Company in relation to its Audited Financial Statements which has been approved by the Board of Directors of the Company on June 4, 2020.
  • ii. The amount of permissible capital payment (including securities premium) towards the proposed buy back of equity shares as computed in the Statement, in our view has been properly determined in accordance with Section 68(2) of the Act and Regulation 4(i) of the Buyback Regulations. The amounts of share capital and free reserves, as given in the in the Annexure have been extracted from the Audited Financial Statements.
  • iii. The Board of Directors of the Company, in their meeting held on October 26, 2020 have formed their opinion as specified in clause (x) of Schedule I to the Buyback Regulations, on reasonable grounds that the Company will be able to pay its debts from the date of Board meeting approving the buyback of its equity shares and will not, having regard to its state of affairs, be rendered insolvent within a period of one year from the said date.

Restriction on Use

  1. This report has been issued at the request of the Company solely for use of the Company (i) in connection with the proposed buyback of equity shares of the Company in pursuance to the provisions of Sections 68 and other applicable provisions of the Act, and the Buyback Regulations, (ii) to enable the Board of Directors of the Company to include in the public announcement, and other documents pertaining to buy-back to be sent to the shareholders of the Company or filed with (a) the Registrar of Companies, Securities and Exchange Board of India, stock exchanges, public shareholders and any other regulatory authority as per applicable law and (b) the Central Depository Services (India) Limited, National Securities Depository Limited and (iii) may be submitted to the manager for the said buy back, each for the purpose of extinguishment of equity shares of the Company in pursuance to the provisions of Sections 68 and other applicable provisions of the Act and the Buyback Regulations. Therefore, this report is not intended to be and should not be used by anyone other than the abovementioned purpose without our prior consent in writing. Further, we assume no responsibility to update this report for events and circumstances occurring after the date of this report.

For S.N. Dhawan & CO LLP

Chartered Accountants Firm Registration No.: 00050N/N500045 Rajeev K Saxena Partner Membership No. 077974 UDIN: 20077974AAAAFA7753

Place: Noida Date: October 26, 2020

Annexure Statement of permissible capital payment

Computation of amount of permissible capital payment towards buyback of equity shares in accordance with the requirements of Section 68(2) of the Companies Act, 2013 and Securities and Exchange Board of India (Buy Back of Securities) Regulations, 2018 as amended ("Buyback Regulations") based on audited standalone and consolidated financial statements as at March 31, 2020.

Amount extracted from thelatest audited standalonefinancial statements as atMarch 31, 2020 Amount extracted from thelatest audited consolidatedfinancial statements as atMarch 31, 2020
19.44 19.44
290.08 278.11
31.26 31.26
412.81 404.87
734.15 714.24
753.59 733.68
73.37
73.00
Amount approved by Board at its meeting held on

For Cosmo Films Limited Authorised Signatory

Place: New Delhi

Date: October 26, 2020

  • 9. PROCESS AND METHODOLOGYTO BE ADOPTED FOR BUYBACK
  • 9.1. The Buyback is open to all eligible shareholders, i.e., the shareholders who on the Record Date were holding Equity Shares either in physical form ("Physical Shares") and the beneficial owners who on the Record Date were holding Equity Shares in the dematerialized form ("Demat Shares") (such shareholders are referred as the "Eligible Shareholders"). Additionally, the Buyback shall, subject to applicable laws, to be facilitated by tendering of Equity Shares by the shareholders and settlement of the same, through the stock exchange mechanism as specified in the SEBI Circulars.
  • 9.2. The Buyback will be implemented using the "Mechanism for acquisition of shares through Stock Exchange" issued by SEBI vide circular no. CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 and circular no. CFD/DCR2/CIR/P/2016/131 dated December 9, 2016, and in accordance with the procedure prescribed in the Companies Act and the SEBI Buyback Regulations, and as may be determined by the Board of Directors, or the Buyback Committee (a committee authorised by the Board to exercise its powers in relation to the Buyback, the "Buyback Committee"), on such terms and conditions as may be permitted by law from time to time.
  • 9.3. For the implementation of the Buyback, the Company has appointed Anand Rathi Share & Stock Broker Limited as the registered broker ("Company's Broker") through whom the purchases and settlements on account of the Buyback would be made by the Company.

The contact details of the Company's Broker are as follows:

Name: Anand Rathi Share & Stock Broker Limited CIN: U67120MH1991PLC064106

Address: Express Zone, A Wing, 10th Floor, Western Express Highway, Goregaon (East), Mumbai - 400 063 Contact Person: Roshan Moondra; Telephone Number: +91-22-6281 7000 E-mail Id: [email protected]; Investor Grievance Email: [email protected]

Website: www.rathi.com ; SEBI Registration Number: INZ000170832

  • 9.4. The Company shall request BSE to provide a separate window (the "Acquisition Window") to facilitate placing of sell orders by the Eligible Shareholders who wish to tender their Equity Shares in the Buyback. For the purpose of this Buyback, BSE would be the designated stock exchange ("Designated Stock Exchange"). The details of the Acquisition Window will be as specified by BSE from time to time. In the event Shareholder Broker(s) of Eligible Shareholder is not registered with BSE, then the Eligible Shareholders can approach any BSE registered stock broker and can register themselves by using quick unique client code ("UCC") facility through BSE registered stock broker (after submitting all details as may be required by such BSE registered stock broker in compliance with applicable law). In case the Eligible Shareholders are unable to register using UCC facility through any other BSE registered broker, Eligible Shareholders may approach Company's Broker i.e., Anand Rathi Share & Stock Broker Limited to place their bids.
  • 9.5. At the beginning of the tendering period, the order for buying Equity Shares will be placed by the Company through Company's Broker. During the tendering period, the order for selling the Equity Shares will be placed in the Acquisition Window by the Eligible Shareholders through their respective stock brokers ("Shareholder Broker") during normal trading hours of the secondary market. The Shareholder Broker can enter orders for Demat Shares as well as Physical Shares. In the tendering process, the Company's Broker may also process the orders received from the Eligible Shareholders.
  • 9.6. The reporting requirements for Non-Resident Shareholders under the Foreign Exchange Management Act, 1999 and any other rules, regulations, guidelines, for remittance of funds, shall be made by the Eligible Shareholder and/or the Shareholder Broker through which the Eligible Shareholder places the bid.
  • 9.7. Modification/cancellation of orders and multiple bids from a single Eligible Shareholder will be allowed during the tendering period of the Buyback. Multiple bids made by a single Eligible Shareholder for selling Equity Shares shall be clubbed and considered as "one bid" for the purposes of acceptance.
  • 9.8. The cumulative quantity tendered shall be made available on the website of BSE (www.bseindia.com) throughout the trading session and will be updated at specific intervals during the tendering period.
  • 9.9. Procedure to be followed by shareholders holding Demat Shares:
    • (a) Eligible Shareholders holding Demat Shares who desire to tender their Demat Shares under the Buyback would have to do so through their respective Shareholder Broker by indicating to the concerned Shareholder Broker, the details of Equity Shares they intend to tender under the Buyback.
    • (b) The Shareholder Broker would be required to place an order/bid on behalf of the Eligible Shareholder who wish to tender Demat Shares in the Buyback using the Acquisition Window of the BSE. Before placing the bid, the Eligible Shareholder would be required to transfer the tendered Demat Shares to the Indian Clearing Limited ("Clearing Corporation"), by using the early pay in mechanism prior to placing the bid by the Shareholder Broker.
    • (c) The details of the special account shall be informed in the issue opening circular that will be issued by the BSE or the Clearing Corporation.
    • (d) For custodian participant orders for demat Equity Shares, early pay-in is mandatory prior to confirmation of order by custodian. The custodian shall either confirm or reject the orders not later than closing of trading hours on the last day of the tendering period. Thereafter, all unconfirmed orders shall be deemed to be rejected. For all confirmed custodian participant orders, order modification by the concerned Seller Member shall revoke the custodian confirmation and the revised order shall be sent to the custodian again for confirmation.
    • (e) Upon placing the bid, the Shareholder Broker shall provide a Transaction Registration Slip ("TRS") generated by the stock exchange bidding system to the Eligible Shareholder on whose behalf the order/bid has been placed. TRS will contain details of order submitted like Bid ID No., Application No., DPID, Client ID, No. of Equity Shares tendered etc.
    • (f) In case of non-receipt of the completed tender form and other documents, but receipt of Equity Shares in the accounts of the Clearing Corporation and a valid bid in the exchange bidding system, the bid by such Equity Shareholder shall be deemed to have been accepted.

9.10. Procedure to be followed by the shareholders holding Physical Shares

  • (a) In accordance with the SEBI circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/144 dated July 31, 2020, the physical shareholders are allowed to tender their shares in the Buyback. However, such tendering shall be as per the provisions of the SEBI Buyback Regulations.
  • (b) Eligible Shareholders who are holding physical Equity Shares and intend to participate in the Buyback will be required to approach their respective Shareholder Broker along with the complete set of documents for verification procedures to be carried out before placement of the bid. Such documents will include the (i) Tender Form duly signed by all Eligible Shareholders (in case shares are in joint names, in the same order in which they hold the shares), (ii) original share certificate(s), (iii) valid share transfer form(s)/Form SH-4 duly filled and signed by the transferors (i.e. by all registered Shareholders in same order and as per the specimen signatures

registered with the Company) and duly witnessed at the appropriate place authorizing the transfer in favour of the Company, (iv) self-attested copy of PAN Card(s) of all Eligible Shareholders, (v) any other relevant documents such as power of attorney, corporate authorization (including board resolution/specimen signature), notarized copy of death certificate and succession certificate or probated will, if the original shareholder is deceased, etc., as applicable. In addition, if the address of the Eligible Shareholder has undergone a change from the address registered in the register of members of the Company, the Eligible Shareholder would be required to submit a self-attested copy of address proof consisting of any one of the following documents: valid Aadhar card, voter identity card or passport.

  • (c) Based on these documents, the concerned Shareholder Broker shall place an order/ bid on behalf of the Eligible Shareholders holding Equity Shares in physical form who wish to tender Equity Shares in the Buyback, using the Acquisition Window of BSE. Upon placing the bid, the Shareholder Broker shall provide a TRS generated by the exchange bidding system to the Eligible Shareholder. TRS will contain the details of order submitted like folio no., certificate no., distinctive no., no. of Equity Shares tendered etc.
  • (d) Any Shareholder Broker/Eligible Shareholder who places a bid for physical Equity Shares, is required to deliver the original share certificate(s) & documents (as mentioned above) along with TRS generated by exchange bidding system upon placing of bid, either by registered post, speed post or courier or hand delivery to the Registrar to the Buyback i.e. Link Intime India Private Limited (at the address mentioned at paragraph 11 below) not later than 2 (two) days from the offer closing date. The envelope should be super scribed as "Cosmo Films Limited Buyback 2020". One copy of the TRS will be retained by Registrar to the Buyback and it will provide acknowledgement of the same to the Shareholder Broker in case of hand delivery.
  • (e) The Eligible Shareholders holding physical Equity Shares should note that physical Equity Shares will not be accepted unless the complete set of documents are submitted. Acceptance of the physical Equity Shares for Buyback by the Company shall be subject to verification as per the SEBI Buyback Regulations and any further directions issued in this regard. The Registrar to the Buyback will verify such bids based on the documents submitted on a daily basis and till such verification, BSE shall display such bids as 'unconfirmed physical bids'. Once Registrar to the Buyback confirms the bids, they will be treated as 'confirmed bids'.
  • (f) In case any Eligible Shareholder has submitted Equity Shares in physical form for dematerialisation, such Eligible Shareholders should ensure that the process of getting the Equity Shares dematerialised is completed well in time so that they can participate in the Buyback before the closure of the tendering period of the Buyback.

9.11. METHOD OF SETTLEMENT

Upon finalization of the basis of acceptance as per SEBI Buyback Regulations:

  • (a) The Company will pay the consideration to the Company's Broker who will transfer the funds pertaining to the Buyback to the Clearing Corporation's bank account as per the prescribed schedule.
  • (b) The settlements of fund obligation for Demat and Physical Shares shall be affected as per the SEBI circulars and as prescribed by BSE and Clearing Corporation from time to time. For Demat Shares accepted under the Buyback, such beneficial owners will receive funds payout in their bank account as provided by the depository system directly to the Clearing Corporation and in case of Physical Shares, the Clearing Corporation will release the funds to the Shareholder Broker(s) as per secondary market payout mechanism. If such shareholder's bank account details are not available or if the funds transfer instruction is rejected by the Reserve Bank of India ("RBI")/ bank(s), due to any reasons, then the amount payable to the concerned shareholders will be transferred to the Shareholder Broker for onward transfer to such shareholders.
  • (c) The Demat Shares bought back would be transferred directly to the demat account of the Company opened for the Buyback (the "Company Demat Account") provided it is indicated by the Company's Broker or it will be transferred by the Company's Broker to the Company Demat Account on receipt of the Equity Shares from the clearing and settlement mechanism of BSE.
  • (d) The Eligible Shareholders of the Demat Shares will have to ensure that they keep the depository participant ("DP") account active and unblocked to receive credit in case of return of Demat Shares, due to rejection or due to non-acceptance in the Buyback.
  • (e) Excess Demat Shares or unaccepted Demat Shares, if any, tendered by the Eligible Shareholder would be returned to them by the Clearing Corporation. Any excess Physical Shares pursuant to proportionate acceptance/rejection will be returned back to the concerned Eligible Shareholders directly by the Registrar to the Buyback. The Company is authorized to split the share certificate and issue new consolidated share certificate for the unaccepted Physical Shares, in case the Physical Shares accepted by the Company are less than the Physical Shares tendered by the shareholder in the Buyback.
  • (f) In case of certain shareholders viz., NRIs, non-residents etc. (where there are specific regulatory requirements pertaining to funds payout including those prescribed by the RBI) who do not opt to settle through custodians, the funds payout would be given to their respective Shareholder Broker's settlement accounts for releasing the same to such shareholder's account.
  • (g) The Shareholder Broker would issue contract note to the Eligible Shareholders tendering Equity Shares in the Buyback. The Company's Broker would also issue a contract note to the Company for the Equity Shares accepted under the Buyback.
  • (h) Eligible Shareholders who intend to participate in the Buyback should consult their respective Shareholder Broker for payment to them of any cost, charges and expenses (including brokerage) that may be levied by the Shareholder Broker upon the selling Shareholders for tendering Equity Shares in the Buyback (secondary market transaction). The Company accepts no responsibility to bear or pay such additional cost, charges and expenses (including brokerage) incurred solely by the selling shareholders.
  • (i) The Equity Shares bought will be extinguished in the manner and following the procedure prescribed in the SEBI Buyback Regulations.

9.12. RECORD DATE AND SHAREHOLDER ENTITLEMENT

9.12.1. As required under the SEBI Buyback Regulations, the Company has fixed November 9, 2020 as the Record Date for the purpose of determining the entitlement and the names of the Eligible Shareholders.

  • 9.12.2. The Equity Shares to be bought back, as part of the Buyback is divided in to two categories:
    • (a) reserved category for Small Shareholders (defined under Regulation 2(i)(n) of the SEBI Buyback Regulations as a shareholder, who holds shares or other specified securities whose market value, on the basis of closing price on the recognized stock exchange in which the highest trading volume, as on record date, is not more than INR 2,00,000 (Indian Rupees Two Lakhs only); and

(b) the general category for all other shareholders.

  • 9.12.3. The reserved category for Small Shareholders shall be 15% of the number of Equity Shares which the Company proposes to Buyback, or number of Equity Shares entitled as per shareholding of Small Shareholders, whichever is higher, and the same shall be reserved for the small shareholders as part of this Buyback.

  • 9.12.4. Based on the shareholding as on the Record Date, the Company will determine the entitlement of each shareholder to tender their Equity Shares in the Buyback. This entitlement for each shareholder will be calculated based on the number of Equity Shares held by the respective shareholder as on the Record Date and the ratio of Buyback applicable in the category to which such shareholder belongs.

  • 9.12.5. In order to ensure that the same Eligible Shareholder with multiple demat accounts/folios do not receive a higher entitlement under the Small Shareholder category, the Equity Shares held by such Eligible Shareholder with a common PAN shall be clubbed together for determining the category (Small Shareholder or General Category) and the Buyback Entitlement. In case of joint shareholding, the Equity Shares held in cases where the sequence of the PANs of the joint shareholders is identical shall be clubbed together. In case of Eligible Shareholders holding physical shares, where the sequence of PANs is identical and where the PANs of all joint shareholders are not available, the Registrar to the Buyback will check the sequence of the names of the joint holders and club together the Equity Shares held in such cases where the sequence of the PANs and name of joint shareholders are identical. The shareholding of institutional investors like mutual funds, insurance companies, foreign institutional investors/foreign portfolio investors etc. with common PAN are not proposed to be clubbed together for determining their entitlement and will be considered separately, where these Equity Shares are held for different schemes/subaccounts and have a different demat account nomenclature based on information prepared by the Registrar to the Buyback as per the shareholder records received from the Depositories. Further, the Equity Shares held under the category of "clearing members" or "corporate body margin account" or "corporate body - broker" as per the beneficial position data as on Record Date with common PAN are not proposed to be clubbed together for determining their entitlement and will be considered separately, where these Equity Shares are assumed to be held on behalf of clients.

  • 9.12.6. After accepting the Equity Shares tendered on the basis of entitlement, the Equity Shares left to be bought back, if any, in one category shall first be accepted, in proportion to the Equity Shares tendered over and above their entitlement in the offer by shareholders in that category, and thereafter from shareholders who have tendered over and above their entitlement in other category. 9.12.7. The Eligible Shareholders participation in the Buyback will be voluntary. The Eligible Shareholders can choose to participate, in full or in part, and get cash in lieu of Equity Shares to be accepted under the Buyback or they may choose not to participate and enjoy a resultant increase in their percentage shareholding, post Buyback, without additional investment. The Eligible Shareholders may also tender a part of their entitlement. The Eligible Shareholders also have the option of tendering additional Equity Shares (over and above their entitlement) and participate in the shortfall created due to non-participation of some other shareholders, if any.

  • 9.12.8. The maximum tender under the Buyback by any shareholder cannot exceed the number of Equity Shares held by the shareholders as on the Record Date.

  • 9.12.9. The Equity Shares tendered as per the entitlement by Eligible Shareholders as well as additional Equity Shares tendered, if any, will be accepted as per the procedure laid down in SEBI Buyback Regulations.

  • 9.12.10. Detailed instructions for participation in the Buyback (tendering of Equity Shares in the Buyback) as well as the relevant time table will be included in the Letter of Offer which will be sent in due course to the Eligible shareholders as on the Record Date and the Company shall comply with the SEBI circular No. SEBI/CIR/CFD/DCR1/CIR/P/2020/83 dated May 14, 2020, read with SEBI circular No. SEBI/HO /CFD/DCR2/CIR/P/2020/139 dated July 27, 2020 on "Relaxations relating to procedural matters - Takeovers and Buy-back", as applicable.

10. COMPLIANCE OFFICER

Ms. Jyoti Dixit

Company Secretary and Compliance Officer

Cosmo Films Limited

1008, DLF Tower-A, Jasola District Centre, New Delhi – 110 025, India. Telephone No.: +91- 11- 49494949 extention: 912; Fax No.: +91-11-49494950 Email: [email protected]

11. INVESTOR SERVICE CENTRE AND REGISTRAR TO BUYBACK

In case of any query, the shareholders may contact to Link Intime India Private Limited, the Registrar and Share Transfer Agent of the Company, appointed as the Investor Service Centre for the purposes of the Buyback, on any day except Saturday and Sunday and public holiday between 9.30 a.m. to 5.30 p.m. at the following address:

Link Intime India Private Limited

C-101, 1st Floor, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai - 400 083 Tel: +91 22 4918 6200; Fax: +91 22 4918 6195; Email: [email protected]; Website: www.linkintime.co.in; Investor grievance e-mail: [email protected] SEBI Registration No.: INR000004058; Contact Person: Sumit Deshpande Corporate Identity Number: U67190MH1999PTC118368

12. MANAGER TO THE BUYBACK

The Company has appointed the following as Manager to the Buyback:

Anand Rathi Advisors Limited

10th Floor, Trade D Tower, Kamla City, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013 Tel: +91-22-6626 6666; Fax: +91-22-6626 6544; Email: [email protected]; Website: www.rathi.com; Investor grievance e-mail: [email protected] SEBI Registration No.: INM000010478; Contact Person: Astha Daga / Adit Gala Corporate Identity Number: U17100MH1987PLC043579

13. DIRECTORS' RESPONSIBILITY

As per Regulation 24(i)(a) of the Buyback Regulations, the Board accepts responsibility for the information contained in this Public Announcement and for the information contained in all other advertisements, circulars, brochures, publicity materials etc., which may be issued in relation to the Buyback and confirms that the information in such documents contain and will contain true, factual and material information and does not and will not contain any misleading information.

For and on behalf of the Board of Directors ofCosmo Films Limited
Sd/- Sd/- Sd/-
Mr. Ashok Jaipuria Mr. Anil Kumar Jain Ms. Jyoti Dixit
Chairman and Managing Director Whole-time Director Company Secretary & Compliance Officer
DIN: 00214707 DIN: 00027911 Membership no. F6229
Date: October 27, 2020
Place: New Delhi

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE 4TH MEETING OF BOARD OF DIRECTORS OF THE COMPANY FOR THE FINANCIAL YEAR 2020-21 HELD ON MONDAY, OCTOBER 26, 2020 AT 12:30 P.M. AT CONFERENCE ROOM, 302, 'BAANI' CORPORATE ONE BUILDING, JASOLA DISTRICT CENTRE, NEW DELHI-110025

APPROVAL FOR BUYBACK OF EQUITY SHARES OF THE COMPANY

"RESOLVED THAT pursuant to the provisions of Sections 68, 69, 70 and all other applicable provisions, if any, of the Companies Act, 2013 (the "Companies Act") read with the Companies (Share Capital and Debentures) Rules, 2014, the Companies (Management and Administration) Rules, 2014, to the extent applicable and other relevant rules made thereunder, each as amended from time to time and the provisions of the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018 ("SEBI Buy back Regulations"), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") (including re-enactment of the Companies Act or the rules made thereunder or the SEBI Buyback Regulations, or the SEBI Listing Regulations or any amendment(s) thereto) and Article 62 of the Articles of Association of the Company and subject to such other approvals, permissions, consents, sanctions and exemptions of Securities and Exchange Board of India ("SEBI"), Reserve Bank of India ("RBI") and/ or other authorities, institutions or bodies (together with SEBI and RBI, the "Appropriate Authorities"), as may be necessary, and subject to such conditions, alterations, amendments and/or modifications as may be prescribed or imposed by the Appropriate Authorities while granting such approvals, permissions, consents, sanctions and exemptions which may be agreed, the Board of Directors of the Company ("Board", which term shall be deemed to include the Buyback Committee of the Board and/ or officials, which the Board may authorise to exercise its powers, including the powers conferred by this resolution) hereby consents and approves the buyback by the Company of its fully paid-up equity shares having a face value ofHSlR 10 (Indian Rupee Ten only) each ("Equity Shares"), not exceeding 12,67,361 (Twelve Lakh Sixty Seven Thousand Three Hundred Sixty One) Equity Shares (representing 6.52% of the total Equity Shares in the paid-up equity capital of the Company as on March 31, 2020) at a price of INR 576 (Indian Rupees Five Hundred Seventy Six only) per Equity Share ("Buyback Offer Price") payable in cash for an aggregate maximum amount not exceeding D^IR 73,00,00,000 (Indian Rupees Seventy Three Crores only), excluding tax payable under Income Tax Act, 1961 and any expenses incurred or to be incurred for the buyback viz. brokerage costs, fees, turnover charges, taxes such as tax on buyback, securities transaction tax and goods and services tax (if any), stamp duty, advisors fees, printing and dispatch expenses, if any, and other incidental and related expenses and charges ("Transaction Costs") (such maximum amount hereinafter referred to as the "Buyback Offer Size") which represents 9.69% and 9.95% of the aggregate of the Company's paid-up capital and free reserves (including securities premium) as on N4arch 31, 2020 on a standalone and consolidated basis respectively, as per the audited fmancials of the Company for the year ended as on March 31, 2020 from all the equity shareholders/ beneficial owners of the Equity Shares of the Company, including the Promoter(s) (as defined hereinafter) as on the record date Monday, November 09, 2020 ("Record Date") through the "tender offer" route, on a proportionate basis as prescribed under the SEBI Buyback Regulations (hereinafter referred to as the "Buyback"). The term "Promoter" will be such person as defined in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended.

RESOLVED FURTHER THAT as required under Regulation 6 of the SEBI Buyback Regulations, the Company may buyback Equity Shares from the existing shareholders (including Promoter(s)) as on Record Date, on a proportionate basis, provided that either fifteen percent of the number of Equity Shares which the Company proposes to buyback or the number of Equity Shares which small

1008, DLF Tower-A, Jasola District Centre, New Diflhi - 110025, India T : +91 11 49494949 F : +91 11 49494950 www.cosmofilms.corr

shareholders are entitled to as per their shareholding, whichever is higher, shall be reserved for the small shareholders as defined in the SEBl Buyback Regulations.

RESOLVED FURTHER THAT the Company shall implement the Buyback using the "Mechanism for acquisition of shares through Stock Exchange pursuant to Tender-Offers under Takeovers, Buy Back and Delisting" notified by SEBI vide circular CIR/CFD/POL[CYCELL/l/20l5 dated April 13, 2015 read with the SEBI's circular CFD/DCR2/CIR/P/2016/131 dated December 9, 2016, Circular SEBI/HO/CFD/D[Ll/C[R/P/20l8/Oll dated January 19, 2018 and SEBI/HO/CFD/CMDI/CIR/P/2020/144 dated July 31, 2020, including any amendments or statutory modifications for the time being in force.

RESOLVED FURTHER THAT all of the shareholders of the Company, as on the Record Date, including the Promoter(s), may be eligible to participate in the Buy-back, except any shareholders who may be specifically prohibited under the applicable laws by Appropriate Authorities.

RESOLVED FURTHER THAT the Buyback from shareholders who are persons resident outside India, including the foreign portfolio investors, erstwhile overseas corporate bodies and non-resident Indians, etc., shall be subject to such approvals if, and to the extent necessary or required from the concerned authorities including approvals from the Reserve Bank of India under the Foreign Exchange Management Act, 1999, as amended from time to time and the rules, regulations framed thereunder, if any.

RESOLVED FURTHER THAT the draft of the Affidavit for Declaration of Solvency prepared in the prescribed form along with supporting documents, placed before the meeting be and is hereby approved and that Mr. Ashok Jaipuria, Chairman and Managing Director and Mr. Anil Kumar Jain , Director- Corporate Affairs of the Company be and are hereby authorized jointly, to sign the same, for and on behalf of the Board and file the same with the Registrar of Companies, SEBI, and/or any other concerned authorities, as may be necessary in accordance with the applicable laws.

RESOLVED FURTHER THAT the Board hereby confirms that it has made a full enquiry into the affairs and prospects of the Company and after taking into account the financial position of the Company including the projections and also considering all contingent liabilities, the Board has formed an opinion:

  • that immediately following the date of this resolution, there will be no grounds on which the Company can be found unable to pay its debts.
  • that as regards the Company's prospects for the year immediately following the date of this resolution, and having regard to the Board's intention with respect to the management of the Company's business during that year and to the amount and character of the Financial resources which will in the Board's view be available to the Company during that year, the Company will be able to meet its liabilities as and when they fall due and will not be rendered insolvent within a period of one year from the date of the this resolution.
  • in forming their opinion for the above purposes, the Board has taken into account the liabilities as if the company were being wound up under the provisions of the Companies Act or the [nsolvency and Bankruptcy Code 2016, as amended (including prospective and contingent liabilities).

RESOLVED FURTHER TEIAT confirmation is hereby made by the Board that:

•all Equity Shares of the Company are fully paid up;

. Cosmo'Films Limited

•that the Company has not undertaken a buyback of any of its securities during the period of one year immediately preceding the date of this Board meeting;

•the Company shall not raise further capital for a period of six months (or such period as applicable) from the expiry of the buyback period i.e. the date on which the payment of consideration to shareholders who have accepted the buyback offer is made except in discharge of subsisting obligations such as conversion of warrants, stock option schemes, sweat equity or conversion of preference share or debentures into equity shares;

•the Company shall not issue any Equity Shares or other specified securities including by way of bonus till the date on which the payment of consideration to shareholders who have accepted the buyback offer is made;

• the Company shall not make any offer of buyback within a period of one year reckoned from the date of expiry of the Buyback period;

•the Company shall not buyback its Equity Shares or other specified securities from any person through negotiated deal whether on or off the stock exchanges or through spot transactions or through any private arrangement in the implementation of the Buyback;

•the aggregate maximum amount of the Buyback, i.e. FNR 73,00,00,000 (Indian Rupees Seventy Three Crores only) does not exceed 10% of the aggregate of the paid-up capital and free reserves (including securities premium) as per the last audited financial statements (both standalone and consolidated) of the Company as on March 31, 2020;

•the number of Equity Shares proposed to be purchased under the Buyback i.e. 12,67,361 (Twelve Lakh Sixty Seven Thousand Three Hundred Sixty One) Equity Shares does not exceed 10% of the total Equity Shares in the paid-up equity capital of the Company;

• there is no scheme of amalgamation or compromise or arrangement pending pursuant to the provisions of the Companies Act, during the process ofbuyback;

•the Buyback would be subject to the condition of maintaining minimum public shareholding requirements as specified in Regulation 38 of the SEBI Listing Regulations;

•in the event of non-fulfilment of the. obligations under the Buyback Regulations by'the Company, the monies deposited in the escrow account in full or in part shall.be forfeited and distributed pro rata amongst the security-holders who accepted the offer and balance, if any, shall be utilized for investor protection in accordance with Buyback Regulations.

• the Company shall not withdraw the Buyback offer after the public announcement of the offer of the Buyback is made;

•the Company shall comply with the statutory and regulatory timelines in respect of the Buyback in such manner as prescribed under the Companies Act and/or the SEBI Buyback Regulations and any other applicable laws;

•the Company shall not utilize any money borrowed from banks or financial institutions for the purpose of buying back its Equity Shares;

•the Company shall not directly or indirectly purchase its Equity Shares:

.1

CosmdVSIms Limitee

a. through any subsidiary company including its own subsidiary companies, if any or b. through any investment company or group of investment companies;

•the Company is in compliance with the provisions of Sections 92, 123, 127 and 129 of the Companies Act;

•there are no defaults subsisting in the repayment of deposits, interest payment thereon, redemption of debentures or payment of interest thereon or redemption of preference shares or payment of dividend due to any shareholder, or repayment of any term loans or interest payable thereon to any financial institution or banking company, in the last three years;

•the Company shall not buy back locked-in Equity Shares or other specified securities, if any, and non-transferable Equity Shares or other specified securities, if any, till the pendency of the lock-in or till the Equity Shares or specified securities become transferable;

•the ratio of the aggregate of secured and unsecured debts owed by the Company after the Buyback shall not be more than twice its paid-up capital and free reserves, each on the standalone and consolidated basis,;

••the Company shall transfer from its free reserves or securities premium account and/ or such sources as may be permitted by law, a sum equal to the nominal value of the Equity Shares purchased through the Buyback to the capital redemption reserve account and the details of such transfer shall be disclosed in its subsequent audited balance sheet;

•the Buyback shall not result in delisting of the Equity Shares from the stock exchanges wherein the Equity Shares of the Company are listed; and

•as per Regulation 24(i)(e) of the SEBI Buyback Regulations, the Promoter(s) , and their associates, shall not deal in the Equity Shares or other specified securities of the Company either through the stock exchanges or off-market transactions (including inter-se transfer of Equity Shares among the Promoter(s)) from the date of this resolution till the closing of the Buyback offer.

RESOLVED FURTHERTHAT the Buyback is being proposed in keeping with the Company's desire to (a) optimize returns to shareholders; (b) enhance overall shareholders value; and (c) optimize the capital structure. . . , .

RESOLVED FURTHER THAT Mr. Ashok Jaipuria, Chairman and lUanaging Director, Mr. Anil Kumar Jain. Director-Corporate Affairs, Mr. Neeraj Jain, Chief Financial Officer and Ms. Jyoti Dixit, Company Secretary and Compliance Officer be and are hereby severally authorized to make necessary applications to the statutory, regulatory or governmental authorities as may be required under the applicable law; to sign, execute and deliver all such papers, deeds, documents, agreements, undertakings, declarations and forms, which are necessary and incidental thereto and to do all such acts, deeds, things and matters that may be necessary, expedient or proper with regard to the implementation of the Buyback or for matters incidental thereto in order to successfully complete the Buyback.

RESOLVED FURTHER THAT Ms. Jyoti Dixit, Company Secretary and Compliance Officer of the Company, be and is hereby appointed as the Compliance Officer for the Buyback.

RESOLVED FURTHER THAT Anand Rathi Advisors Limited, be and is hereby appointed as

Manager to the Buyback and Anand Rathi Share & Stock Broker Limited, as the Stock Broker to the Buyback in accordance with the relevant provisions of the SEBI Buyback Regulations, on the terms and conditions as set out in the draft engagement letters, and that Mr. Anil Kumar Jaia. Director- Corporate Affairs, Mr. Neeraj Jain, Chief Financial Officer and Ms. Jyoti Dixit, Company Secretary and Compliance Officer of the Company be and are hereby severally authorized to sign the same (including any amendment thereto) for and on behalf of the Company.

RESOLVED FURTHER THAT Link Intime India Private Limited, be and is hereby appointed and designated as the Investor Service Centre and Registrar for the Buyback in accordance with the applicable laws including the SEBI Buyback Regulations, on the terms and conditions as set out in the draft engagement letter and Mr. Anil Kumar Jain. Director-Corporate Affairs, IVtr. Neeraj Jain, Chief Financial Officer and Ms. Jyoti Dixit , Company Secretary and Compliance Officer of the Company be and are severally authorised to sign the same (including any amendment thereto) for and on behalf of the Company.

RESOLVED FURTHER THAT Crawford Bayley & Co., be and is hereby appointed as legal advisor of the Company the purpose of the Buyback

RESOLVED FURTHER THAT the BSE Limited, be and is hereby appointed as the designated stock exchange for the purpose of the Buyback.

RESOLVED FURTHER THAT the Company shall, before opening of the Buyback offer, create an escrow account, either in form of bank guarantee or cash deposit or a combination thereof, towards security performance of its obligations as may be prescribed under the Companies Act and the SEBI Buyback Regulations and, on such terms, and conditions as the Board or the Buyback Committee thereof may deem fit.

RESOLVED FURTHER THAT the draft of the public announcement in respect of the Buyback (the "Public Announcement"), be and is hereby approved, in accordance with the SEBI Buyback Regulations for filing with the SEBI, BSE Limited and National Stock Exchange of India Limited (the "Stock Exchanges") and such other authorities or persons as may be required by applicable law.

RESOLVED FURTHER THAT the Public Announcement (including any modification or amendment or corrigendum thereto) be signed by Mr. Ashok Jaipuria, Chairman and Managing Director, and Mr. Anil Kumar Jain. Director-Corporate Affairs, along with Jyoti Dixit, Company Secretary and Compliance Officer of the Company.

RESOLVED FURTHER THAT Mr. Ashok Jaipuria, Chairman and Managing Director, and Mr. Anil Kumar Jain. Director-Corporate Affairs and Ms. Jyoti Dixit, Company Secretary and Compliance Officer of the Company be and are hereby severally authorized to make corrections or alterations, as may be required for purposes of filing the Public Announcement with the SEB[, the Stock Exchanges and such other authorities or persons as may be required, issue such certificates and confirmations as may be required and do all acts, deed, matters and things and undertake such other necessary steps to implement the above resolution, including without limitation, to settle any questions, difficulties or doubts that may arise in relation thereto.

RESOLVED FURTHER THAT November 09, 2020 be and is hereby appointed to be the Record Date for the purpose of determining the entitlement and the names of the shareholders who are eligible to participate in the Buyback.

RESOLVED FURTHER THAT the powers of the Board in respect ofBuyback be and are delegated to the Buyback Committee comprising of Mr. Ashok Jaipuria, Chairman and Ma'p; reb r\ in

Director, IVtr. Anil Kumar Jain. Director-Corporate Affairs, Mr. Pratip Chaudhuri, Non-Executive Director, Mr. Neeraj Jain, Chief Financial Officer and Ms. Jyoti Dixit, Company Secretary as Members of the Committee (the ''Buyback Committee").

RESOLVED FURTHER THAT the quorum for any meeting of the Buyback Committee for implementing the Buyback shall be any two members and the Buyback Committee may approve by passing appropriate resolutions (including by way of circular resolution) in connection with the above.

RESOLVED FURTHER THAT the Buyback Committee through Committee Meeting or by way of circular Resolutions, be and is hereby authorized to do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary, expedient, usual or proper, in relation to the Buyback, including but not limited to:

• finalizing the tenns of Buyback including the mechanism for the Buyback, the schedule of activities including the dates of opening and closing of the Buyback, record date, entitlement ratio, the timeframe for completion of the Buyback;

• negotiation and execution of escrow arrangement(s) in accordance with the SEBI Buyback Regulations;

• determining limits on the participation of the promoter of the Company in the Buyback, if any;

• earmarking and making arrangements for adequate sources of funds for the purpose of the Buyback including arranging for bank guarantees as may be necessary for the Buyback in accordance with applicable laws;

• opening, operating and closing of all necessary accounts for this purpose, including bank accounts, trading account, depository accounts (including escrow account), special account, and authorizing persons to operate the such accounts;

• appointing and finalizing the terms of designated stock exchange, merchant bankers, brokers, escrow agents, registrars, legal counsel, depository participants, scrutinizer, compliance officer, advertising agency and such other intermediaries/ agencies / persons including by the payment of commission, brokerage, fee, charges etc. and enter into agreements/ letters in respect thereof;

• preparing, executing and filing of various documents as may be necessary or desirable in connection with or incidental to the Buyback including affidavit for declaration of solvency, public announcement, draft and final letter of offer, extinguishment of Equity Shares and certificate of extinguishment and post-completion advertisement which are required to be filed in connection with the Buyback on behalf of the Board;

• extinguishment of the Equity Shares and filing of certificate ofextinguishment required to be filed in connection with the Buyback on behalf of the Company and/ or Board, as required under applicable law;

• providing such confirmation and opinions as may be required in relation to the Buyback;

• creating and maintaining requisite statutory registers and records and furnishing requisite\retums to Appropriate Authorities;

• to deal with stock exchanges (including their clearing corporations), and to sign, execute, and deliver such documents as may be necessary or desirable in connection with implementing the Buyback using the "Mechanism for acquisition of shares through Stock Exchange pursuant to Tender-Offers under Takeovers, Buy Back and Delisting" notified by SEBI vide circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 read with SEBI circular CFD/DCR2/CIR/P/2016/131 dated December 9, 2016, circular SEBI/HO/CFD/D[Ll/C[R/P/20l8/Oll dated January 19, 2018 and SEBI/HO/CFD/CMDl/C[R/P/2020/l44 dated July 31, 2020, including any amendments or statutory modifications for the time being in force.

•proposing and accepting any change(s) or modification(s) in the Buyback mechanism and the documents connected with the said Buyback including declaring a reduction/extension of the Buyback offer period, as may be deemed fit and necessary in compliance with applicable law;

• to sign the documents as may be necessary with regard to the Buyback and use the common seal of the Company wherever necessary on relevant documents required to be executed for the Buyback and to initiate all necessary actions for preparation and issue of various documents and such other undertakings, agreements, papers, documents and correspondence as may be necessary for the implementation of the Buyback to the Appropriate Authorities, Registrar of Companies, stock exchanges, and depositories;

• making all necessary applications, providing all necessary information and documents to, and representing the Company before third parties, including, statutory auditors, in relation to the Buyback;

• taking all actions for obtaining all necessary certificates and reports from statutory auditors and other third parties as required under applicable law;

• proposing the final acceptance of Equity Shares tendered under the Buyback process;

• settling all such questions, difficulties or doubts that may arise in relation to the implenientation of the Buyback;

• carrying out incidental documentation and to prepare applications and submit them to the Appropriate Authorities for their requisite approvals;

• to do all such acts, deeds, matters and things incidental and in connection with the Buyback and sign and deliver such documents as may be necessary, desirable and expedient; and

• delegating all or any of the authorities conferred as above to any authorized representative(s) of the Company to give effect to the aforesaid resolution or to accept any change(s) or modification(s) as may be suggested by the Appropriate Authorities or advisors.

RESOLVED FURTHER THAT that for the purpose of giving effect to this resolution, Buyback Committee be and is hereby authorized to give such directions as may be necessary or desirable and to settle any questions or difficulties whatsoever that may arise in relation to the Buyback.

RESOLVED FURTHER THAT no information/ material likely to have a bearing on the decision of the shareholders has been/shall be suppressed/ withheld and/ or incorporated in the manner that would amount to mis-statement/ misrepresentation and in the event of it transpiring at an^^oii^of

time that any information/ material has been suppressed/ withheld and/ or amounts to mis-statement/ misrepresentation, the Board and the Company shall be liable for penalty in terms of the provisions of the Companies Act and SEBt Buyback Regulations.

RESOLVED FURTHER THAT nothing contained herein shall confer any right on any shareholder to offer, or confer any obligation on the Company or the Board or the Buyback Committee to buy back any shares, or impair any power of the Company or the Board or the Buyback Committee to terminate any process in relation to such Buy back, if permitted by law.

RESOLVED FURTHER THAT the Company shall maintain a register of Equity Shares bought back wherein details of Equity Shares so bought, consideration paid for the Equity Shares bought back, date of cancellation of Equity Shares and date of extinguishing the Equity Shares and such other particulars as may be prescribed in relation to the Buyback shall be entered and that Ms. Jyoti Dixit, Company Secretary and Compliance Officer be and are hereby authorized to authenticate the entries made in the said register.

RESOLVED FURTHER THAT the particulars of the Equity Share certificates extinguished and destroyed shall be furnished by the Company to the Stock Exchanges within seven days of such extinguishment or destruction of the certificates and the dematerialised Equity Shares shall be extinguished and destroyed in the manner as specified under the Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 and the bye-laws, circulars, guidelines framed thereunder, each as amended, and that N4r. Neeraj Jain, Chief Financial Officer and IVts. Jyoti Dixit,Company Secretary and Compliance Officer, be and is hereby authorized to do all such acts as may be required for this purpose.

RESOLVED FURTHER THAT all the Directors of the Company and Ms. Jyoti Dixit, Company Secretary and Compliance Officer of the Company be and are hereby severally authorized to send the necessary intimations to the Stock Exchanges in relation to this resolution, as may be required under the SEBI Listing Regulations; to file necessary e-forms with the Registrar of Companies, and to do all such acts, deeds and things or incidental for signing and filing of forms, payment of fees etc. and to do all such other acts, things and deeds, as may be required for the aforesaid purpose or other services as that may be necessary to give effect to the above resolutions.

RESOLVED FURTHER THAT the common seal of the Company be affixed on relevant documents required to be executed for the Buyback if any, in accordance with the relevant provisions of the Articles of Association of the Company.

RESOLVED FURTHER THAT a copy of this Resolution duly certified to be true by any of the Director(s) of the Company or Ms. Jyoti Dixit, Company Secretary and Compliance Officer of the Company be issued as may be necessary to give effect to the above resolutions.

Certified True Copy For Cosmo Films Limited

Jyoti" It Comp&fi^f Secretary FCS: F62J29

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