Cochin Malabar Estates & Industries Ltd

TO THE MEMBERS

Your Directors present the 95^th Annual Report together with Audited Financial Statements of the Company for the nancial year ended 31^st March, 2025.

The highlights of the nancial results of the Company for the year ended 31^st March, 2025 are as under :

(Amount in thousands)

The Directors do not recommend payment of dividend for the nancial year ended 31st March, 2025.

The Company has not transferred any amount to the General Reserve during the nancial year ended 31^st March, 2025.

The Rubberwood Factory has not been in operation for nearly 27 years pursuant to notice received from the Deputy Conservator of Forests (Protection), Trivandrum. During the year, the Company has received commission income amounting to 137.63 lacs on account of assisting clients in developing their business. The Company is developing its land assets in Goa based on which the going concern status of the Company is maintained.

The issued, subscribed and paid-up share capital of the Company as on 31st March, 2025 stood at 17,719,080 divided into 17,71,908 Equity Shares of 10 each fully paid-up. The Company has not issued shares with dierential voting rights or sweat equity shares, nor has it granted any stock options. As on 31st March, 2025, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

During the year under review, there has been no change in the capital structure of the Company.

The Equity Shares of the Company are listed and traded on BSE Ltd, Scrip Code : 508571 and listing fees for the Financial Year 2025-2026 of BSE Ltd has been paid.

The Company has not accepted any public deposits within the meaning of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

The Company has not granted loans or given guarantees or made investments during the year under review.

All the related party transactions entered into by the Company are on arm's length basis and are in ordinary course of business in compliance with the applicable provisions of the Companies Act, 2013. There are no materially signicant related party transactions made by the Company with promoters, directors or key managerial personnel etc. during the year which might have potential conict with the interest of the Company at large. A statement of all related party transactions is placed before the Audit Committee for approval. None of the transactions entered into with Related Parties fall under the scope of Section 188(1) of the Act. Accordingly, no transactions are being reported in Form AOC-2 in terms of section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

The details of the transactions with related parties during 2024-25 are provided in the accompanying Notes to the nancial statements.

The Company does not have any subsidiary, joint venture or associate company.

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is uploaded on the website of the Company and can be accessed at https://www.cochinmalabar.in/downloads/AnnualReturn2025.pdf

M/s. Singhi & Co, Chartered Accountants (Firm Registration No.302049E) were appointed as the Statutory Auditors of the Company at the Annual General Meeting held on August 21, 2024 to hold oce for a period of ve years till the conclusion of the Annual General Meeting for the Financial Year 2028-29.

Your Company has received a certicate from M/s. Singhi & Co, Chartered Accountants conrming the eligibility to continue as Auditors of the Company in terms of the provisions of Section 141 of the Companies Act, 2013 and the Rules framed thereunder. They have also conrmed that they hold a valid certicate issued by the Peer Review Board of the ICAI as required under the provisions of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

M/s. Singhi & Co. (Firm Registration No.302049E), Chartered Accountants, Auditors of the Company, have submitted their Independent Auditors Report on the Standalone Financial Statements for the Financial Year ended 31st March, 2025 and they have made no qualication, reservation or adverse remark or disclaimer in their Report. The Auditors have conrmed that they comply with all the requirements and criteria and are otherwise qualied to continue to act as Auditors of the Company.

The Board of Directors of the Company appointed Mrs. Sweety Kapoor, Practicing Company Secretary to carry out secretarial audit for the nancial year 2024-25 in terms of the provisions of Section 204(1) of the Companies Act, 2013 and Rules made thereunder. The Secretarial Audit Report for the Financial Year ended March 31, 2025 in the prescribed Form MR-3 is provided in Annexure - 1 forming part of this report. The Secretarial Audit Report does not contain any qualication, reservation or adverse remark.

The Board has appointed M/s. Maheswari Soni Kapoor & Associates., (ICSI Firm UIN: P2022WB093600), Company Secretaries, Kolkata, a peer reviewed rm having peer review certicate no. 4019/2023, as the Secretarial Auditors of the Company for the Financial Year 2025-26 in terms of the provisions of Section 204(1) of the Companies Act, 2013 and Rules made thereunder.

The Company is not required to maintain Cost Records as per Companies (Cost Records and Audit) Amendments Rules, 2014 for Financial Year 2024-2025.

There were no instances of fraud during the year under review, which required the Auditors to report to the Audit Committee and/or the Board under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

In accordance with the provisions of the Articles of Association of the Company read with Section 152 of the Companies Act, 2013, Mr. C.P. Sharma, Wholetime Director (DIN : 00258646), retires by rotation at the forthcoming Annual General Meeting and being eligible, oers himself for re-appointment. The Board recommends his re-appointment to the members of the Company in the ensuing Annual General Meeting. Mrs. Komal Bhotika (DIN : 08845578 ) was appointed as Additional Woman Director in the category of Non-Executive Independent Director of the Company at the Board Meeting held on 28th March, 2025. She shall hold oce till the conclusion of the ensuing Annual General Meeting of the Company. Mrs. Komal Bhotika is proposed to be appointed as Independent Director at the ensuing Annual General Meeting of the Company for a consecutive period of ve years with eect from 28^th March, 2025. As she is seeking appointment, the resume and other information as required by Regulation 36 of the SEBI (LODR) Regulations, 2015 have been given in the notice convening the ensuing Annual General Meeting. The second term of appointment for ve years of Mrs. Tara Purohit, Independent Director of the Company expired on 31^st March, 2025. The Board places on record its deep appreciation for the valuable contribution, assistance and guidance provided by Mrs. Purohit during her tenure of directorship.

All Independent Directors have submitted their disclosures to the Board that they meet the criteria as stipulated in Section 149(6) of the Companies Act, 2013 and in accordance with Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 which has been duly assessed by the Board as part of performance evaluation of Independent Directors. The Independent Directors are not liable to retire by rotation. In the opinion of the Board, the Independent Directors are persons of integrity, possesses the requisite expertise and experience and are independent of management. There has been no change in the circumstances aecting their status as Independent Directors of the Company. All the Independent Directors on the Board of the Company are registered with the Indian Institute of Corporate Aairs, Manesar, Gurgaon as notied by the Central Government under Section 150(1) of the Companies Act, 2013. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and also Code of Conduct for Directors and senior management personnel.

As stipulated by the Code of Independent Directors under the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on 27^th January, 2025 to review the performance of Non-Independent Directors and the Board as whole. The Independent Directors also reviewed the quality, content and timeliness of the ow of information between the Management and the Board and its Committees which is necessary to eectively and reasonably perform and discharge their duties. None of the Directors of the Company are disqualied pursuant to the provisions of Section 164 of the Companies Act, 2013 or debarred or disqualied from being re-appointed or continuing as Directors of the Company by SEBI or MCA or any other statutory authorities.

Independent Directors have been familiarized with the nature of operations and business module of the Company. Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Mr. C.P. Sharma, Wholetime Director, Mr. A.K. Ruia, Chief Financial Ocer and Mr. Mohit Kandoi, Company Secretary. There was no change in the Key Managerial Personnel of the Company during the year under review.

During the nancial year ended 31^st March, 2025, ve (5) Board Meetings were held on 21^st May, 2024, 8^th August, 2024, 6^th November, 2024, 6^th February, 2025 & 28^th March, 2025. The maximum time gap between two consecutive meetings was less than 120 days as stipulated under Section 173(1) of the Act, Regulation 17(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards issued by Institute of Company Secretaries of India. The details of attendance of the Directors at the Board Meetings held during the nancial year 2024-2025 is as under :

* appointed as Additional Director under Independent Category w.e.f. 28th March, 2025

The Board of Directors of the Company has constituted an Audit Committee of the Board in terms of the requirements of Section 177 of the Companies Act, 2013 and Rules framed thereunder. During the year, the Audit Committee comprised of two Independent Non-Executive Director and one Wholetime Director namely Mr. J.K. Surana, Mrs. Tara Purohit & Mr. C.P. Sharma.

The Committee met 4 (four) times during the year on 21st May, 2024, 8th August, 2024, 6th November, 2024, & 6th February, 2025 respectively. The time gap between two meetings was within the time prescribed under Companies Act, 2013. The attendance of the Members at the Audit Committee Meetings is as under :

Eective from 1^st April, 2025 the Audit Committee has been reconstituted as under:

The Board of Directors of the Company has constituted a Nomination and Remuneration Committee of the Board in terms of the requirements of Section 178 of the Companies Act, 2013 and Rules framed thereunder. The Nomination

& Remuneration Committee comprised of two Independent Non-Executive Directors and one Promoter Director namely Mr. J.K. Surana, Mrs. Tara Purohit & Mr. Hemant Bangur.

During the year under review, the Committee met thrice on 21^st May, 2024, 8^th August, 2024 and 28^th March, 2025. The attendance of the Members at the Nomination & Remuneration Committee Meetings is as under :

Eective from 1^st April, 2025 the Nomination & Remuneration Committee has been reconstituted as under:

The Board of Directors of the Company has constituted a Stakeholders Relationship Committee of the Board in terms of the requirements of Section 178 of the Companies Act, 2013 and Rules framed thereunder. During the year the Stakeholders Relationship Committee comprised of one Wholetime Director and two Independent Non-Executive Director namely, Mr. C.P. Sharma, Mr. J.K. Surana & Mrs. Tara Purohit.

During the year under review, the Committee met once on 28^th March, 2025. The attendance of the Members at the Stakeholders Relationship Committee Meetings is as under:

Eective from 1^st April, 2025 the Stakeholders Relationship Committee has been reconstituted as under:

Pursuant to the provisions of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board of Directors have carried out the annual performance evaluation of its own performance, Committees of the Board, individual Directors of the Company for the Financial Year ended 31^st March, 2025. The performance of the Board was evaluated by the Board based on the criteria such as the Board composition and structure, eectiveness of Board process, information and functioning etc. The performance of the Committees was evaluated by the Board based on the criteria such as composition of the Committees, eectiveness of the Committee Meetings etc. Performance Evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

The Board of Directors expressed their satisfaction with the evaluation process.

The Board has on the recommendation of the Nomination & Remuneration Committee adopted the Remuneration Policy which inter-alia includes policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management personnel and their remuneration. The Board has an appropriate mix of knowledge, wisdom and varied industry experience to guide the Company in achieving its objectives in a sustainable manner. As on 31^st March, 2025, the Board consists of 5 members, of which, four are Non-Executive Directors (NED) and one Wholetime Director (WTD). The Board has three Independent Directors including two Woman Director, One Promoter

Non-Executive Director and One Executive Director. The need for change in its composition and size are evaluated periodically. The Company pays remuneration to non-executive directors by way of sitting fees. The remuneration paid to the Directors and KMP is as per the terms laid out in the Nomination and Remuneration Policy of the Company which is available at the website of the Company i.e. https://www.cochinmalabar.in/nrpolicy.pdf

* appointed as Additional Director under Independent Category w.e.f. 28th March, 2025

In terms of provisions of Section 134(3)(c) of the Companies Act, 2013 your Directors conrm that: i) in the preparation of the annual accounts, the applicable Accounting Standards have been followed and there has been no material departures; ii) the selected Accounting Policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of aairs of the Company as at 31^st March, 2025 and of the prots of the Company for the year ended on that date; iii) proper and sucient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) the annual accounts have been prepared on a going concern basis; v) the internal nancial controls have been laid down and such internal nancial controls are adequate and are operating eectively; and vi) the Company has adequate internal systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating eectively.

The Company has adopted a Whistle Blower Policy and has established the necessary mechanism to report concerns about unethical behavior or suspected fraud in violation of Company's Code of Conduct or any other point of concern. The policy has been disclosed on the website of the Company and the weblink for the same is http://cochinmalabar. in/whistleblower.pdf

The Board of Directors of the Company has laid down a policy on prevention of sexual harassment at the workplace. Your Company provides a safe and healthy work environment. No complaint was pending at the beginning of the year, no complaint was received during the year, and hence, no complaint was pending at the end of the year.

The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly dened frame work.

For ensuring methodical and ecient conduct of its business, the Board has adopted policies and procedures. Thus, it ensures safeguarding of assets and resources of the Company, prevention and detention of frauds and errors, accuracy and completeness of the accounting records and timely preparation of nancial disclosures.

Your Board is of the opinion that the Internal Financial Control aecting the nancial statement of your Company are adequate and operating eciently.

The Internal Audit of the Company was conducted by M/s. Ekta Goswami & Associates., Company Secretaries. The ndings of the Internal Audit and the Action Taken Report on the Internal Audit are placed before the Audit Committee which reviews the audit ndings, steps taken and the adequacy of Internal Control System.

The Company does not fall under the criteria of section 135 of the Companies Act, 2013, read with Companies (Corporate Social Responsibility) Rules, 2014 for the nancial year under review.

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI).

The Company was not required to transfer any amounts to IEPF, as there are no unclaimed or unpaid dividends. MANAGEMENT DISCUSSION AND ANALYSIS REPORT for the year under review in terms of Regulation 34(2)(e) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In 2024, the global economy experienced moderate growth of 3.3% amid a challenging macroeconomic environment. Persistent geopolitical tensions, disruptions in trade routes, and high interest rates in major economies created headwinds for global trade and consumption. However, resilient labour markets, easing inationary pressures, and stable private consumption helped sustain economic activity, particularly in emerging markets. India's industry structure is evolving, with a focus on promoting economic growth through various policies and initiatives.

India is projected to continue its strong economic growth in 2025, but faces potential headwinds from geopolitical tensions and trade policy uncertainties.While consumer spending and government initiatives are expected to drive growth, rising input costs and ination could pressure businesses.

During the year, the Company has earned commission income by assisting clients in developing their business. Further, the Company is developing its land assets in Goa.

A separate paragraph on Internal Control System and their adequacy, risk management and discussion of nancial performance has been provided in this report.

• Since the Company has no revenue from operations during the year ended 31^st March, 2025 and 31^st March, 2024, Debtors' Turnover, Inventory Turnover, Operating Prot Margin and Net Prot Margin is not calculated.

The Company is having a Paid-up equity share capital not exceeding 10 crore and Networth not exceeding 25 crore and hence as per SEBI (LODR) Regulations, 2015, corporate governance requirements provided under Regulations 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V of the Listing Regulations are not applicable to your Company.

None of the employees of the Company fall within the purview of the information required under Section 197 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during the Financial Year.

(i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the nancial year alongwith the percentage increase in remuneration of each Director and Key Managerial Personnel (KMP) during the nancial year:

The Independent Directors & Non-Executive Directors of the Company are entitled to sitting fee as per statutory provisions of the Companies Act, 2013, details of which has been provided in the Board Report. The ratio of remuneration and percentage increase for the same is, therefore, not considered for the purpose above.

(ii) The percentage increase in the median remuneration of employees in the Financial year 2024-25 : 8.69%. (iii) Number of permanent employees on the roll of the Company as on 31^st March, 2025 : 3.

(iv) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last nancial year and its comparison with the percentile increase in the managerial remuneration and justication thereof and part out if there are any exceptional circumstances for increase in the managerial remuneration : NIL.

(v) Armation that remuneration is as per remuneration policy of the Company : Yes.

Your Company did not have any manufacturing activity during the Financial Year ended 31^st March, 2025 and as such information in accordance with the provisions of clause (m) of Sub-section (3) of Section 134 of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not attached.

The Company does not have any Foreign Exchange inow & outgo during the year.

OTHER DISCLOSURES i) There were no material changes and commitments aecting the nancial position of the Company occurring between 31st March, 2025 and the date of this Report. ii) There is no change in the nature of business of the Company. iii) There were no signicant and material orders passed by regulator or courts or tribunals impacting the going concern status and Company's operation in future. iv) There were no instances of one time settlement with any Bank or Financial Institution. v) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 and as on date of this report, there was no application made and proceedings initiated / under the Insolvency and Bankruptcy Code, 2016. vi) There are no agreements entered into by the shareholders, promoters, promoter group entities, related parties, directors, key managerial personnel, employees of the Company among themselves or with the Company or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and eect is to, impact the management or control of the Company or impose any restriction or create any liability upon the Company.

Your Directors take this opportunity to express their appreciation for assistance and cooperation received from the commercial banks and other authorities. On behalf of the Board