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

FINANCIAL RESULTS

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

(Amount in ? thousands)

DIVIDEND & RESERVES

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

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

OPERATIONS AND STATE OF COMPANY'S AFFAIRS.

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.

SHARE CAPITAL

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 differential 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.

LISTING OF EQUITY SHARES

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.

PUBLIC DEPOSITS

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.

LOANS, GUARANTEES AND INVESTMENTS

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

RELATED PARTY TRANSACTIONS

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 significant
related party transactions made by the Company with promoters, directors or key managerial personnel etc. during
the year which might have potential conflict 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
financial statements.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES

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

ANNUAL RETURN

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/Annual_Return_2025.pdf

AUDITORS & AUDITORS' REPORT

Statutory Auditors

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 office for a period of five years till the
conclusion of the Annual General Meeting for the Financial Year 2028-29.

Your Company has received a certificate from M/s. Singhi & Co, Chartered Accountants confirming 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 confirmed that they hold a valid certificate 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 qualification, reservation or adverse remark or disclaimer in their Report. The Auditors
have confirmed that they comply with all the requirements and criteria and are otherwise qualified to continue to act
as Auditors of the Company.

Secretarial Auditors

The Board of Directors of the Company appointed Mrs. Sweety Kapoor, Practicing Company Secretary to carry out
secretarial audit for the financial 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 qualification, reservation or adverse remark.

The Board has appointed M/s. Maheswari Soni Kapoor & Associates., (ICSI Firm UIN: P2022WB093600), Company
Secretaries, Kolkata, a peer reviewed firm having peer review certificate 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.

Cost Auditors

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

REPORTING OF FRAUD BY AUDITORS

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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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, offers 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 office 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 five
years with effect 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 five 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 affecting 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 Affairs,
Manesar, Gurgaon as notified 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
flow of information between the Management and the Board and its Committees which is necessary to effectively
and reasonably perform and discharge their duties.

None of the Directors of the Company are disqualified pursuant to the provisions of Section 164 of the Companies
Act, 2013 or debarred or disqualified 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 Officer and Mr. Mohit Kandoi, Company Secretary. There
was no change in the Key Managerial Personnel of the Company during the year under review.

NUMBER OF BOARD MEETINGS HELD

During the financial year ended 31^st March, 2025, five (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 financial year
2024-2025 is as under :

* appointed as Additional Director under Independent Category w.e.f. 28th March, 2025
COMMITTEES OF THE BOARD
Audit Committee

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 :

Effective from 1⁵¹ April, 2025 the Audit Committee has been reconstituted as under:

Nomination & Remuneration Committee

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 :

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

Stakeholders Relationship Committee

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:

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

BOARD EVALUATION

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, effectiveness 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, effectiveness 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.

NOMINATION AND REMUNERATION POLICY

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/nr policy.pdf

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

In terms of provisions of Section 134(3)(c) of the Companies Act, 2013 your Directors confirm 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 affairs of the Company as at
31^st March, 2025 and of the profits of the Company for the year ended on that date;

iii) proper and sufficient 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 financial controls have been laid down and such internal financial controls are adequate and are
operating effectively; 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 effectively.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

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/whistle_blower.pdf

POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

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.

RISK MANAGEMENT

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

ADEQUACY OF INTERNAL FINANICAL CONTROL SYSTEM

For ensuring methodical and efficient 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 financial disclosures.

Your Board is of the opinion that the Internal Financial Control affecting the financial statement of your Company are
adequate and operating efficiently.

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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 financial year under review.

COMPLIANCE WITH SECRETARIAL STANDARDS

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).

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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.

Economic Review, Industry Structure & Development

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 inflationary 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.

Opportunities, Threats and Outlook

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 inflation could pressure businesses.

Operational Review

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.

Internal Control Systems and their adequacy

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

Significant changes (more than 25%) in key financial ratios, along with detailed explanations

• 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 Profit Margin and Net Profit Margin is not calculated.

CORPORATE GOVERNANCE

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.

STATEMENT PURSUANT TO SECTION 197(2) OF COMPANIES ACT,2013 READ WITH RULE 5(2) OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

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.

DISCLOSURE PERTAINING TO REMUNERATION AND OTHER DETAILS AS REQUIRED UNDER SECTION 197(12) OF
THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION
OF MANAGERIAL PERSONNEL) RULES, 2014 ARE GIVEN BELOW

(i) The ratio of the remuneration of each Director to the median remuneration of the employees of the
Company for the financial year alongwith the percentage increase in remuneration of each Director and Key
Managerial Personnel (KMP) during the financial 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 financial year and its comparison with the percentile increase in the managerial remuneration and
justification thereof and part out if there are any exceptional circumstances for increase in the managerial
remuneration : NIL.

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

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 inflow & outgo during the year.

OTHER DISCLOSURES

i) There were no material changes and commitments affecting the financial 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 significant 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 effect is to, impact the management or control of the Company or impose any restriction or
create any liability upon the Company.

ACKNOWLEDGEMENT

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

Place: Kolkata (C.P. Sharma) (Hemant Bangur)

Date : 9^th May, 2025 Wholetime Director Director