We have audited the accompanying standalone financial statements of Cochin Miner¬
als And Rutile Limited (“the Company”), which comprise the Balance Sheet as at March
31,2025, the Statement of Profit and Loss (including Other Comprehensive Income), the
Statement of Changes in Equity and the Statement of Cash Flows for the year ended on
that date, and notes to the standalone financial statement including a summary of the sig¬
nificant accounting policies and other explanatory information (hereinafter referred to as
“the standalone financial statements”).

In our opinion and to the best of our information and according to the explanations given
to us, the aforesaid standalone financial statements give the information required by the
Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view
in conformity with the Indian Accounting Standards prescribed under section 133 of
the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended,
(“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs
of the Company as at March 31,2025, the profit and total comprehensive income, changes
in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the
Standards on Auditing (SAs)specified under section 143(10) of the Act. Our responsibilities
under those Standards are further described in the Auditor’s Responsibilities for the Audit
of the Standalone Financial Statements section of our report. We are independent of the
Company in accordance with the Code of Ethics issued by the Institute of Chartered Ac¬
countants of India (ICAI) together with the ethical requirements that are relevant to our audit
of the standalone financial statements under the provisions of the Act and the Rules made
there under, and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the ICAI’s Code of Ethics. We believe that the audit evidence obtained
by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone
financial statements.

Key Audit Matters

Key audit matters (‘KAM’) are those matters that, in our professional judgment, were of
most significance in our audit of the standalone financial statements of the current period.
These matters were addressed in the context of our audit of the standalone financial state¬
ments as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters. We have determined the matters described below to be the key
audit matters to be communicated in our report.

Emphasis of Matter

We draw attention to Note 37 of the standalone financial statements, which describes the
ongoing investigation initiated by the SFIO which has been challenged by the Company
before the Hon’ble High Court of Delhi and is currently pending adjudication.

ED has registered an ECIR against the Company and its officials. The Company has ap¬
proached the Hon’ble High Court of Kerala challenging the jurisdiction of the ED and the
matter is pending adjudication. Our opinion is not modified in respect of these matters.

Information Other than the Standalone Financial Statements and Auditor’s Report
Thereon

The Company’s Management &Board of Directors are responsible for the preparation of
the other information. The other information comprises the information included in the Man¬
agement Discussion and Analysis, Board’s Report including Annexure to Board’s Report,
Business Responsibility and Sustainability Report, Corporate Governance Report and
Shareholder’s Information, but does not include the standalone financial statements and
our auditor’s report thereon.

Our opinion on the standalone financial statements does not cover the other information
and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is
to read the other information and, in doing so, consider whether the other information is
materially inconsistent with the standalone financial statements or our knowledge obtained
during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is no material misstate¬
ment of this other information& we have nothing to report in this regard.

Responsibility of Management and those charged with governance for the Stan¬
dalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section134(5) of
the Act with respect to the preparation of these standalone financial statements that give a
true and fair view of the financial position, financial performance, total comprehensive in¬
come, changes in equity and cash flows of the Company in accordance with the Ind AS and
other accounting principles generally accepted in India. This responsibility also includes
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing and detecting frauds and
other irregularities; selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and design, implementation
and maintenance of adequate internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records, relevant to the prepa¬
ration and presentation of the standalone financial statements that give a true and fair
view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management and board of directors are
responsible for assessing the Company’s ability to continue as a going concern, disclos¬
ing, as applicable, matters related to going concern and using the going concern basis of
accounting unless management either intends to liquidate the Company or to cease opera¬
tions, or has no realistic alternative but to do so.

The Board of Directors is responsible for overseeing the Company’s financial reporting
process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial
statements as a whole are free from material misstatement, whether due to fraud or error,
and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit conducted in accordance with SAs
will always detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of
these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and main¬
tain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial state-

ments, whether due to fraud or error, design and perform audit procedures responsive
to those risks, and obtain audit evidence that is sufficient and appropriate to provide a
basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial controls relevant to the audit in order to de¬
sign audit procedures that are appropriate in the circumstances. Under section 143(3)(i)
of the Act, we are also responsible for expressing our opinion on whether the Company
has adequate internal financial controls system with reference to standalone financial
statement in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Company’s
ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor’s report to the related disclosures in the
standalone financial statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause the Company to cease
to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial
statements, including the disclosures, and whether the standalone financial statements
represent the underlying transactions and events in a manner that achieves fair presen¬
tation.

Materiality is the magnitude of misstatements in the standalone financial statements that,
individually or in aggregate, makes it probable that the economic decisions of a reason¬
ably knowledgeable user of the standalone financial statements may be influenced. We
consider quantitative materiality and qualitative factors in (i) planning the scope of our audit
work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified
misstatements in the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any signifi¬
cant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied
with relevant ethical requirements regarding independence, and to communicate with them
all relationships and other matters that may reasonably be thought to bear on our inde¬
pendence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the standalone financial statements
of the current period and are therefore the key audit matters. We describe these matters in
our auditor’s report unless law or regulation precludes public disclosure about the matter

or when, in extremely rare circumstances, we determine that a matter should not be com¬
municated in our report because the adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

i. As required by Section 143(3) of the Act, based on our audit we report that:

a) We have sought and obtained all the information and explanations which to the best
of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the
Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehen¬
sive Income, Statement of Changes in Equity and the Statement of Cash Flow dealt
with by this Report are in agreement with the relevant books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS
specified under Section 133 of the Act.

e) On the basis of the written representations received from the directors, as on March
31,2025taken on record by the Board of Directors, none of the directors is disquali¬
fied as on March31st,2025from being appointed as a director in terms of Section
164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial report¬
ing of the Company and the operating effectiveness of such controls, refer to our
separate Report in “Annexure A”. Our report expresses an unmodified opinion on the
adequacy and operating effectiveness of the Company’s internal financial controls
over financial reporting.

g) With respect to the other matters to be included in the Auditor’s Report in accord¬
ance with the requirements of sec.197 (16) of the act, as amended: in our opinion
and to the best of our information and according to the explanations given to us: the
remuneration paid by the company to its directors during the year is in accordance
with the provisions of section 197 of the Act.

h) With respect to the other matters to be included in the Auditor’s Report in accordance
with Rule11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our
opinion and to the best of our information and according to the explanations given to
us:

i. The Company has disclosed the impact of pending litigations on its financial position
in its standalone financial statements.

ii. The Company has made provision, as required under the applicable law or account¬
ing standards, for material foreseeable losses, if any, on long-term contracts includ¬
ing derivative contracts.

iii. There has been no transfer of amounts to the Investor Education and Protection
Fund by the Company during the year.

iv. (a) The management has represented that to the best of its knowledge and belief, no
funds (which are material either individually or in aggregate) have been advanced
or loaned or invested (either from borrowed funds or share premium or any other
sources or kind of funds) by the company to or in any other person(s) or entity(ies),
including foreign entities (“Intermediaries”), with the understanding, whether record¬
ed in writing or otherwise, that the Intermediary shall, whether, directly or indirectly
lend or invest in other persons or entities identified in any manner whatsoever by or
on behalf of the company (“Ultimate Beneficiaries”) or provide any guarantee, secu¬
rity or the like on behalf of the Ultimate Beneficiaries.

(b) The management has represented that, no funds (which are material either in¬
dividually or in aggregate) have been received by the company from any person(s)
or entity(ies), including foreign entities (“Funding Parties”), with the understanding,
whether recorded in writing or otherwise, that the company shall, whether, directly
or indirectly, lend or invest in other persons or entities identified in any manner what¬
soever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(c) Based on such audit procedures that we have considered reasonable and ap¬
propriate in the circumstances, nothing has come to our notice that has caused us to
believe that the representations under sub-clause (a) and (b) above as required by
Rule 11 (e) of Companies (Audit & Auditors) Rules, 2014, as amended, contain any
material misstatement.

v. (a)The final dividend proposed in the previous year, declared and paid by the Com¬
pany during the year is in accordance with Section 123 of the Act, as applicable.

(b) The Board of Directors of the company have proposed final dividend for the year
which is subject to the approval of the members at the ensuing Annual General
Meeting. The amount of dividend declared is in accordance with section 123 of the
Act to the extent it applies to declaration of dividend.

vi. Based on our examination which included test checks, the company has used ac¬
counting software for maintaining its books of account for the financial year ended
March 31, 2025 which has a feature of recording audit trail (edit log) facility and
the same has operated throughout the year for all relevant transactions recorded
in the software. Further, during the course of our audit we did not come across any
instance of audit trail feature being tampered with and the audit trail has been pre¬
served by the Company as per the statutory requirements for record retention.

2. As required by the Companies (Auditor’s Report) Order, 2020(“the Order”) issued by
the Central Government in terms of Section 143(11) of the Act, we give in “Annexure
B” a statement on the matters specified in paragraphs 3 and 4 of the Order.

For SAGHESH KUMAR & ASSOCIATES
CHARTERED ACCOUNTANTS
FRN : 027330S

Aluva K. A. SAGHESH KUMAR, B.Com., F.C.A., DISA

21/05/2025 Proprietor (M. No. 211340)