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.

FINANCIAL HIGHLIGHTS

DIVIDEND

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 '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.

TRANSFER TO RESERVE

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

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

DIRECTORS & KEY MANAGEMENT PERSONNEL

The Board of Directors of the Company is duly constituted and none of the Directors is
disqualified 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 Re¬
muneration 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 meet¬
ing 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 com¬
pany 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 re¬
cord 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. Con¬
sidering his experience and expertise in chemical industry and based on the recommen¬
dation 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 spe¬
cial 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 Inde¬
pendent 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 ap¬
pointed 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 share¬
holders 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 associa¬
tion 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 ap¬
preciation 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^th July, 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 Direc¬
tor, 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 Direc¬
tors 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 ap¬
pointed 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.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted declarations that each of them meets the crite¬
ria 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.

DIRECTORS’ APPOINTMENT & REMUNERATION POLICY

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.

ANNUAL EVALUATION

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.

CSR INITIATIVES

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

RISK MANAGEMENT

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

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SEC¬
TION 186 OF THE COMPANIES ACT, 2013

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

TRANSACTIONS WITH RELATED PARTIES

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.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the
Management Discussion & Analysis, which forms part of this report.

DEPOSITS FROM PUBLIC

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

MATERIAL CHANGES AND COMMITMENTS

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.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(5) of the Companies Act, 2013, your direc¬
tors state that:

(a) In preparing the Annual Accounts for the year ended 31.03.2025, the applicable ac¬
counting 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.

AUDITORS & AUDIT REPORT

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.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013, M/s. SEP Associ-

ates, 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.

ANNUAL RETURN

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

AUDIT COMMITTEE

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

MEETING OF THE BOARD

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

PARTICULARS OF EMPLOYEES ETC. AS PER SECTION 197(12)

The particulars in terms of Section 197 read with Rule 5(1) of the Companies (Appoint¬
ment 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 em¬
ployees 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.

CORPORATE GOVERNANCE

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.

MAINTENANCE OF COST RECORDS

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 ac¬
counts are made and maintained.

TAX MATTERS

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.

PENDING LITIGATIONS

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.

ISO CERTIFICATION

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

ISO 45001 : 2018 CERTIFICATION

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.

NSF CERTIFICATION

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.

STATUTORY APPROVALS & LICENCES

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 Syn¬
thetic Rutile production now stands at 50,000 MT per annum.

INDUSTRIAL RELATIONS

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.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE

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.

DEMATERIALISATION

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

LISTINGS

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.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their deep sense of gratitude to the Banks and Fi¬
nancial 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.

For and On behalf of the Board of
COCHIN MINERALS AND RUTILE LIMITED,

Place : Aluva R.K. Garg

Date : 07.07.2025 Chairman

(DIN:00644462)