Cochin Minerals & Rutile Ltd

Your Directors are pleased to present the 36^th Annual Report of your Company along with audited statements of accounts for the year ended 31^st March 2025.

During the year, revenue from operations and other income of your company increased by 7.95% from Rs. 30,328.90 lakhs to Rs 32,741.02 lakhs and profit after tax stood at Rs.2,355.91 lakhs against Rs.859.48 lakhs of previous financial year. Considering the cur-rent market scenario, adequate profit generation for the year 2025-26 remains uncertain.

Hence, Your Directors are pleased to recommend a dividend of 80% (Rupee 8/- per equity share of Rs.10/- paid up) on the equity shares for the financial year ended 31^st March, 2025, subject to approval of the members at the ensuing Annual General Meeting.

The Board of Directors of your Company has decided not to transfer any amount to the Reserve for the year under review.

Management Discussion and Analysis of the Working Results for the year and outlook for the current year are given as Annexure - VI.

The Board of Directors of the Company is duly constituted and none of the Directors is

under the provisions of the Companies Act, 2013(‘Act') and SEBI (Listing Obli-gations and Disclosure Requirements) Regulations, 2015

The Board of Directors of the Company , on the recommendation of Nomination and Remuneration Committee(NRC), at their meeting held on 29^th May, 2024, appointed Mr. Anil Ananda Panicker (DIN: 05214837),Non Executive Director of the Company as the Whole Time Director, designated as Executive Director of the Company, subject to the approval of members of the Company. Members of the Company passed special resolution in the AGM held on 24^th August, 2024 for appointment of Mr. Anil Ananda Panicker (DIN: 05214837) as Whole - Time Director.

Mr. Achutha Janaradhana Pai (DIN: 00115688), ceased to be Non-Executive Independent Director with effect from 07^th July 2024, up on completion of his second term. The Board placed on record its appreciation for valuable contribution, advice and guidance provided by him, during his association as an Independent Director of the Company.

Board of Directors of the Company, based on the recommendation of NRC, at their meeting held on 22^nd July, 2024 had appointed Mr.V.Vinod Kamath (DIN: 10700232) and Mr.Yogindunath S (DIN: 02905727) as Additional Directors designated as Non Executive

Independent Directors, subject to the approval of shareholders, with effect from 22nd July

2024 for a period of 3(Three) consecutive years. Thereafter members of the company passed special resolutions for appointment of Mr. V. Vinod Kamath(DIN: 10700232) and Mr. Yogindunath S(DIN: 02905727) as Non-Executive Independent Directors of the company for a period beginning from 22^nd July, 2024 to 21^st July 2027 in the AGM held on 24^th August 2024.

Mr. R.K Garg (DIN: 00644462), ceased to be the Non Executive Independent Director, with effect from 03^rd September 2024, upon completion of his second term. Board placed on record its appreciation for the valuable contribution, advice and guidance provided by Mr. R.K Garg (DIN: 00644462), during his association as Independent Director of the Company. Mr. R K Garg(DIN: 00644462) has been the Chairman of the Company since 1990. Considering his experience and expertise in chemical industry and based on the recommendation of NRC, he has been appointed as Non Executive Non-Independent Director of the Company with effect from 03^rd September 2024 in the Board meeting held on 22^nd July 2024, subject to the approval of members of the Company and members passed the special resolution for the appointment of Mr. R K Garg as the Non Executive Non-Independent Director in the AGM held on 24^th August 2024 and he has been serving as the Chairman of the Company.

Mr. G R Warrier (DIN: 01146202) ceased to be the Non Executive Independent Director, with effect from 03^rd September 2024, up on completion of his second term. Board placed on record its appreciation for the valuable contribution, advice and guidance provided by Mr. G R Warrier (DIN: 01146202), during his association as Independent Director of the Company

Mr. Ravichandran Rajan (DIN: 00968758) had resigned from the office of Independent Director due to bad health and personal reasons with effect from 05^th September 2024. Board placed on record its appreciation for the valuable contribution, advice and guidance provided by Mr. Ravichandran Rajan (DIN: 00968758), during his association as an Independent Director of the Company.

The Board of Directors of the Company, based on the recommendation of NRC, at their meeting held on 30^th October, 2025 had appointed Mr. Venkitraman Anand (DIN: 07446834) as Additional Director designated as Non Executive Independent Director subject to the approval of members of the Company with effect from 30^th October 2024 for a period of 3(Three) years, in the casual vacancy caused by the resignation of Mr. Ravichandran Rajan (DIN: 00968758). On 04^th December 2024 the members of the Company passed Special Resolution through postal ballot for appointment of Mr. Venkitraman Anand (DIN:07446834) as Independent Director of the Company for a period beginning from 30^th October 2024 to 29^th October 2027.

The Board of Directors of the Company, based on the recommendation of NRC,had appointed Dr. Rabinarayan Patra (DIN:00917044) as Additional Director designated as Non-Executive Independent Director subject to the approval of members of the Company with effect from 10^th February, 2025 for a period of 3(Three) years. Members of the Company passed a special resolution through postal ballot on 20^th March 2025 for appointment of Dr. Rabinarayan Patra (DIN: 00917044) as Independent Director of the Company for a period beginning from 10^th February 2025 to 09^th February 2028.

KSIDC vide its letter dated 03^rd January 2025 had withdrawn nomination of Mr. Prasanth Raghunathan (DIN: 02113647) as its Nominee Director and appointed Mr. Hari Krishnan R (DIN: 10762540) as its Nominee Director in his place. Board approved the same in its meeting held on 10^th February 2025, subject to the approval of shareholders, and shareholders passed the Ordinary Resolution through postal ballot on 20^th March 2025 for the appointment of Mr. Hari Krishnan R (DIN: 10762540) as Nominee Director.

Mr. T P Thomaskutty (DIN:01473957) has completed his second term as Non-Executive

Independent Director and consequently ceased to be a Director of the Company with effect from 24^th May, 2025. Board placed on record its appreciation for the valuable contribution, advice and guidance provided by Mr. T P Thomaskutty (DIN:01473957), during his association as Independent Director of the Company.

Mr. Suresh Kumar K S, had resigned from the post of Chief Financial Officer and Key Managerial Personnel (CFO & KMP) of the Company with effect from 12^th December 2024. Board noted the same in its meeting held on 30^th October 2024 and placed on record its appreciation of services rendered by him, during his tenure as CFO & KMP of the Company.

On the same day, Board appointed Mr.Rajeesh E G as Chief Financial Officer and Key Managerial Personnel of the Company with effect from 12^th December 2024. Mr.Rajeesh E G resigned from the said post and ceased to be CFO and KMP on the close of business hours on 11^th April, 2025. Mr. Suresh Kumar P, CGM(Finance) and Company Secretary has been appointed as Chief Financial Officer and Company Secretary for the interim period from 07^th July, 2025 to 31^st August, 2025. Board appointed Mr. Joby Mathew, as the CFO and KMP in its meeting held on 07^thJuly, 2025 with effect from 01 ^st September, 2025. As per the provisions of the Act, your Directors, Mr. Nabiel Mathew Cherian (DIN:03619760) and Mr. Anil Ananda Panicker (DIN:05214837) retire by rotation at the ensuing Annual Gen-eral Meeting and being eligible, offer themselves for re-appointment. During the financial year ended 31^st March 2025, Dr. S N Sasidharan Kartha (DIN: 00856417), Managing Director, had been on Medical leave due to health issues and Mr. Saran S Kartha(DIN:02676326), Joint Managing Director was entrusted with the duties of Managing Director. Dr. S N Sasid-haran Kartha was also on medical leave with effect from 01st April 2025 and he expressed his desire to step down as Managing Director and Director of the Company with effect from

20^th May, 2025 due to health reasons. Company had received from him, notice of resig-nation from the post of Managing Director and Office of Director of the Company and the same was accepted by the Board in its meeting held on 21^st May, 2025. The Board placed on record its deep sense of appreciation of the exemplary services rendered by Dr. S. N. Sasidharan Kartha during his tenure as Managing Director. He ceased to be the Managing Director and Director with effect from 21^st May 2025. Being the Chief promoter and founder Managing Director since its inception and considering his long association, vast experi-ence, knowledge and wisdom in the business of the Company and to continue to benefit from his rich and valuable experience, the Board, based on the recommendation of the

NRC, appointed Dr. S N Sasidharan Kartha as Chairman Emeritus for a term of five years w.e.f. 08^th August, 2025, subject to the enabling provisions of altered Articles of Association and approval of the shareholders in the ensuing Annual General Meeting.

In view of resignation of Dr. S N Sasidharan Kartha (DIN: 00856417), the Board of Directors of the Company, on the recommendation of NRC, in their meeting held on 21^st May, 2025, appointed Mr. Saran S Kartha (DIN:02676326), Whole-Time Director designated as

Joint Managing Director, as Managing Director of the Company with effect from 21^st May 2025 for a period of 3(Three) years subject to the approval of shareholders in the ensuing Annual General Meeting, on the same terms and conditions of his appointment as Joint Managing Director. In the opinion of the Board, Independent Directors, appointed during the year, possess highest standards of integrity, expertise and experience. All the independent Directors appointed during the year have registered themselves with the Indian Institute of Corporate

Affairs (IICA) towards inclusion of their names in the data bank maintained with it and they meet the requirements of proficiency self-assessment test.

The Independent Directors have submitted declarations that each of them meets the criteria of Independence as provided in Section 149 (6) of the Act and that there has been no change in the circumstances which may affect their status of Independence.

The Company's Policy relating to appointment of Directors, payment of Managerial remu-neration, Directors' qualifications, positive attributes, Independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure - II.

The Nomination and Remuneration Committee has carried out an annual evaluation of its own performance, Board committees and individual Directors pursuant to the provisions of the Act and the corporate governance requirements under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The evaluation was on the basis of inputs from all the directors on criteria such as Board composition and structure, effectiveness of board processes, meeting procedures and functioning etc. A meeting of Independent Directors evaluated the performance of non-independent directors, the board as a whole and that of the Chairman, taking into account the views of Executive Directors and Non-Executive Directors. These evaluations were considered and discussed in the subsequent board meeting/s.

The report on Corporate Social Responsibility activities in terms of Rule 8 of the Companies (CSR) Rules, 2014 is given in Annexure - III.

The Board regularly considers and evaluates the risk factors and takes appropriate risk mitigation steps from time to time.

The Company has formed an anti sexual harassment policy in line with the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act 2013 and an internal complaints committee has been set up to redress complaints, if any. No complaint was received by the committee during the year 2024-25.

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure- IV in Form AOC-2.

The details in respect of internal financial control and their adequacy are included in the

Management Discussion & Analysis, which forms part of this report.

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

No material changes and commitments affecting the financial position of the Company oc-curred between the end of the financial year to which this report relates and on the date of this report.

Pursuant to the requirements under Section 134(5) of the Companies Act, 2013, your directors state that: (a) In preparing the Annual Accounts for the year ended 31.03.2025, the applicable accounting standards have been followed and there are no material departures.

(b) The Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year ended on 31.03.2025. (c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. (d) The Directors had prepared the accounts on a going concern basis.

(e) The Directors had laid down internal financial controls to be followed by the Company and that such controls are adequate and operating effectively and

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that systems were adequate and operating effectively.

M/s. Saghesh Kumar & Associates, Chartered Accountants, Aluva, was appointed in the 33^rd Annual General Meeting of the Company as statutory auditor of the Company to hold office for a period of 5 years and continue in office in terms of Section 139 (2) of the Com-panies Act, 2013. The report of the auditor for the current year does not contain any qualifi-cation or adverse comments. Further, no fraud has been reported by the Statutory Auditors under Section 143 (12) of Companies Act 2013.

Pursuant to the provisions of Section 204 of the Companies Act 2013, M/s. SEP Associates, Practicing Company Secretaries, Ernakulam, were appointed as the Secretarial Au-ditors for the financial year 2024-25. The Secretarial audit report in terms of section 204 of the Companies Act, 2013 is attached. The report does not contain any qualification or adverse comments. Further, no fraud has been reported by the Secretarial Auditors under Section 143 (14) of Companies Act, 2013.

The Annual Return in form MGT-7 for the financial year ended 31^st March, 2025, is available on the website of the Company at URL: https://cmrlindia.com/wp-content/uploads/2025/07/ Annual-Return-2024-25.pdf

The composition and details of meetings of the audit committee are included in the corporate governance report. There was no recommendation of the audit committee that was not accepted by the board.

Five meetings of the Board were held during the year. Details are included in the corporate governance report.

The particulars in terms of Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are given in Annexure-V. In terms of provisions of section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Rules, a statement showing the names and other particulars of the top ten employees in terms of remuneration drawn and the name of employee drawing remuneration in excess of the limits set out in the said rules forms parts of this Report. However, Annual reports are being sent to the members excluding this information. In terms of section 136 of the Companies Act, 2013, the said statement will be open for inspection upon request by the members.

Your Company has complied with all the conditions of corporate governance regulations, as contained in the revised Chapter IV of SEBI (Listing obligations & Disclosure Require-ments) Regulations 2015. The corporate governance report and the certificate from the au-ditors regarding the compliances are annexed to this report as Annexures VII, VIII & IX.

The report includes the details of the familiarization programme for Independent Directors and the policies adopted viz. whistle blower policy to provide vigil mechanism and related party transactions.

The Company is required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 and accordingly, such accounts are made and maintained.

Consequent to search operations held on 25th January 2019, u/s 132 of the IT Act, the

Income Tax department reopened the tax assessment for the financial year 2011-12. The company has contested the re-opening of the assessment for the financial year 2011-12 before the Honourable High Court of Kerala and the same is pending.

The Ministry of Corporate Affairs, Government of India, ordered investigation of Company's affairs u/s 212 of the Companies Act, 2013, which was challenged before the Hon'ble

High Court of Delhi which is pending disposal. In the meanwhile, investigation agency

SFIO completed investigation and filed a criminal complaint alleging violation of Sec 447 amongst other provisions which was taken cognizance by the Special court without notice to the company and other proposed accused and the cognizance order was challenged for lack of notice to the company by way of a writ before the Hon'ble High Court of Kerala which was pleased to order status quo in the proceedings before the special court. The

Company had also filed an application in the main Writ Petition complaining that the SFIO had filed Investigation Report/complaint even though an assurance was given by the SFIO to the Hon'ble Delhi High Court that the Investigation Report will not be filed pending dis-posal of the main Writ Petition. The Hon'ble High Court of Delhi vide order dt 28.05.2025 had observed that the SFIO were not to proceed with the Investigation Report/complaint filed before the Special Court in Kerala till the main Writ Petition is disposed of. ED had also registered an ECIR against the Company and its senior officials u/s 50 of

PMLA, 2002. As there was no allegation of the company having committed any scheduled offence, the Company approached Hon'ble Kerala High Court by filing a Writ Petition ques-tioning the jurisdiction of ED and the same is pending before the Court.

Your Company has been granted ISO 9001: 2015 by the prestigious agency, Bureau Veri-tas, with accreditation from UKAS London and NABCB, India.

Your Company has been awarded ISO 45001 : 2018 by the prestigious agency, Bureau Veritas, with accreditation from UKAS London and NABCB, India, for maintaining safe and healthy work place by preventing work related injury and ill health as well as proactively improving company's occupational health and safety Management system.

Your company's products, viz. Ferric Chloride and Ferrous Chloride have got NSF/ANSI

Standard 60 certification for drinking water treatment chemicals from M/s N S F Internation-al, an organization designated as a Collaborating Center by the World Health Organization (WHO) for both food safety and drinking water safety and treatment.

The Company has renewed all statutory approvals and licenses from various Departments/ Authorities for carrying on its normal business. The licensed and installed capacity of Synthetic Rutile production now stands at 50,000 MT per annum.

The Labour-Management relations have been cordial and a new long term agreement with Trade Unions of the Employees, valid till 10^th April 2029, is in force.

The details/information in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo in terms of Rule 8(3) of the Companies (Accounts) Rules are given in the Annexure - I.

The shares of your Company are compulsorily dematerialized for trading. The ISIN number of the shares is INE105D01013.

The shares of your Company are listed with B S E Limited. The listing fee as required has already been paid up to and including the year 2025-26.

Your Directors wish to place on record their deep sense of gratitude to the Banks and Financial Institutions, Central and State Government Departments and local authorities for their co-operation and support. Your directors are also thankful to the customers, suppliers and business associates for their co-operation. Your directors also like to place on record their appreciation of the valuable contribution made by the employees of the Company at all levels. Finally, your directors are deeply grateful to the members for their continued confidence and faith in the management of the Company.