We have audited the accompanying financial
statements of the Cochin Malabar Estates and Industries
Limited ("the Company"), which comprise the Balance
Sheet as at March 31^st 2024, the Statement of Profit
and Loss (including Other Comprehensive Income),
the Statement of Changes in Equity and the Cash
Flow Statement for the year then ended, and notes to
financial statements, including a summary of material
accounting policies and other explanatory information
(hereinafter referred to as the Financial Statements).

In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
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 31,2024, and its profit, total comprehensive
income, the changes in equity and its cash flows for the
year ended on that date.

Basis for Opinion

We conducted our audit of the 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 Responsibility for the Audit
of the 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
Accountants of India (ICAI) together with the ethical
requirements that are relevant to our audit of the
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 financial statements.

Material uncertainty related to going concern

We draw attention to Note No. 42 to the Financial

Statement that indicates the fact that the net worth
of the company is fully eroded. The condition may
indicate the existence of an uncertainty about the
company's ability to continue as a going concern.
However, the financial statements of the company have
been prepared on a going concern basis based on the
reason stated in the above note. The appropriateness
of the said basis is dependent on the company's ability
to repay its obligations through utilization of its fixed
assets and resuming normal operation. Our opinion is
not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our
professional judgment, were of most significance in
our audit of the Financial Statements of the current
period. These matters were addressed in the context of
our audit of the financial statements as a whole, and in
forming our opinion thereon, and we do not provide a
separate opinion on these matters.

Information other than the Financial Statements
and Auditor's Report thereon

The Company's Board of Directors is responsible for
the preparation of the other information. The other

information comprises the information included in
the Board's Report including annexure to the Board's
Report & other Shareholder's Information, but does
not include the financial statements and our auditor's
report thereon.

Our opinion on the 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 financial statements,
our responsibility is to read the other information and,
in doing so, consider whether the other information is
materially inconsistent with the financial statements
or our knowledge obtained in the audit or otherwise
appears to be materially misstated. If, based on the
work we have performed, we conclude that there is a
material misstatement of this other information; we are
required to report that fact. We have nothing to report
in this regard.

Management's Responsibility for the Financial
Statements

The Company's Board of Directors is responsible for the
matters stated in section 134(5) of the Act with respect
to the preparation of these financial statements that give
a true and fair view of the financial position, financial
performance including other comprehensive income,
cash flows and changes in equity of the Company in
accordance with the accounting principles generally
accepted in India, including the Indian Accounting
Standards (Ind AS) specified under section 133 of the Act
read with (Indian Accounting Standards) Rules, 2015, as
amended. This responsibility also includes maintenance
of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of
the Company and for preventing and detecting frauds
and other irregularities; selection and application
of appropriate material accounting policies; making
judgments and estimates that are reasonable and
prudent; and the 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 preparation and presentation of the
financial statements that give a true and fair view and
are free from material misstatement, whether due to
fraud or error.

In preparing the financial statements, management
is responsible for assessing the Company's ability to
continue as a going concern, disclosing, 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 operations,
or has no realistic alternative but to do so.

Those Board of Directors are also responsible for
overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the
Financial Statements

Our objectives are to obtain reasonable assurance
about whether the 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 financial statements.

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

• Identify and assess the risks of material
misstatement of the financial statements, 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 control relevant
to the audit in order to design 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
in place and the operating effectiveness of such
controls.

• Evaluate the appropriateness of material
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 financial
statements or, if such disclosures are inadequate,
to modify our opinion. Refer to paragraph "material
uncertainty related to going concern" above
in respect to our reporting in respect to going
concern appropriateness. 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 financial statements, including the
disclosures, and whether the financial statements
represent the underlying transactions and events in
a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the
financial statements that, individually or in aggregate,
makes it probable that the economic decisions of
a reasonably knowledgeable user of the 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 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 significant 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 independence, 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 financial
statements for the financial year ended March 31, 2024
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 communicated 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

1. As required by the Companies (Auditor's Report)
Order, 2020 ("the Order"), issued by the Central
Government of India in terms of sub-section (11) of
section 143 of the Act, we give in the "Annexure A"
a statement on the matters specified in paragraphs
3 and 4 of the Order.

2. As required by Section 143(3) of the Act, 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 except for the matters stated in
paragraph 2(h)(vi) below on reporting under
Rule 11(g) of the Companies (Audit & Auditors)
Rules, 2014;

(c) The Balance Sheet, the Statement of Profit
and Loss including the Statement of Other
Comprehensive Income, the Cash Flow
Statement and Statement of Changes in Equity
dealt with by this Report are in agreement with
the books of account;

(d) In our opinion, the aforesaid financial
statements comply with the Accounting
Standards specified under Section 133 of the
Act, read with Companies (Indian Accounting
Standards) Rules, 2015, as amended from time
to time;

(e) On the basis of the written representations
received from the directors as on March 31,
2024 taken on record by the Board of Directors,
none of the directors is disqualified as on
March 31, 2024 from 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 reporting of
the Company with reference to these financial
statements and the operating effectiveness of
such controls, refer to our separate Report in
"Annexure B" to this report;

(g) In our opinion and to the best of our information
and according to the explanation 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
Rule 11 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 financial statements - Refer Note 22.1
to the financial statements;

ii. The Company did not have any long-term
contracts including derivative contracts for
which there were any material foreseeable
losses;

iii. There were no amounts which were
required to be transferred to the Investor
Education and Protection Fund by the
Company.

iv. (a) The management has represented to us
that, to the best of its knowledge and belief,
no funds 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 recorded 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, security or the
like on behalf of the Ultimate Beneficiaries;

(b) The management has represented to
us that, to the best of its knowledge and
belief, no funds 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
whatsoever by or on behalf of the Funding
Party ("Ultimate Beneficiaries") or provide
any guarantee, security or the like on behalf
of the Ultimate Beneficiaries; and

(c) Based on our audit procedures that are
considered reasonable and appropriate in
the circumstances, nothing has come to
our notice that has caused us to believe
that the representations under sub-clause

(i) and (ii) of Rule 11(e) as provided under
paragraph 2(h) (iv)(a) &(b) above, contain
any material mis-statement.

The Company has not declared any
dividend in last year which has been paid in
current year. Further, no dividend has been
declared in current year. Accordingly, the
provision of section 123 of the Act is not
applicable to the company.

vi. Based on our examination, which included
test checks, the Company has used
accounting softwares for maintaining its
books of account for the financial year
ended March 31, 2024 which has a feature
of recording audit trail (edit log) facility.
However, the company has not enabled
that feature in the accounting software
during the financial year ended March 31,
2024. Accordingly, the company has also
not complied with Rule 11(g) of Companies
(Audit & Auditors) Rules, 2014. Further, due
to unavailability of audit trail, we could not
comment on the tampering of the audit
trail feature.

As proviso to Rule 3(1) of the Companies
(Accounts) Rules, 2014 is applicable from
April 1, 2023, reporting under Rule 11 (g) of

the Companies (Audit and Auditors) Rules,
2014 on preservation of audit trail as per the
statutory requirements for record retention
is not applicable for the year ended March
31,2024.

For J K V S & CO

Chartered Accountants
Firm Registration No.318086E

Utsav Saraf

Partner

Membership No. 306932
UDIN: 24306932BKFCLX6496

Place: Kolkata
Date: 21^st May, 2024