Cochin Minerals & Rutile Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 37th Annual Report of your Company along with audited statements of accounts for the year ended 31st March, 2026.

FINANCIAL HIGHLIGHTS

Rs in Lakhs

	Year ended 31st March 2026	Year ended 31st March 2025
Sales and Other Income	29,718.90	32,741.02
Profit before Interest & Depreciation	2,575.88	3,907.75
Interest	19.29	20.29
Depreciation	159.37	113.49
Profit before exceptional items and Tax	2,397.22	3,773.97
Exceptional items	505.20	0.00
Profit before Tax	1,892.02	3,773.97
Provision for Tax	659.37	1,386.16
Deferred tax asset (liability)	(17.95)	31.90
Profit after tax	1,250.60	2,355.91

During the year, companys revenue from operations and other income of your company decreased by 9.23% from Rs32,741.02 lakhs to Rs29,718.90 lakhs. Profit after tax stood at Rs1,250.60 lakhs against Rs2,355.91 lakhs of previous financial year. This decline was primarily driven by a decrease in sales volumes of our main product Synthetic Rutile.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the company.

DIVIDEND

Your Directors are pleased to recommend a dividend on the equity shares of 80% (Rupees 8/- per share of Rs10/- paid up) for the financial year ended 31st March 2026, subject to approval of the members at the ensuing Annual General Meeting and shall be subject to deduction of income tax at source. The dividend will entail an outflow of Rs626.40 lakhs on the paid up equity capital of Rs783 lakhs.

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.

DIRECTORS & KEY MANAGERIAL 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 Obligations and Disclosure Requirements) Regulations, 2015. The details of board composition, skills and expertise possessed by each director, along with other disclosures required under the listing regulations, are set out in the Corporate Governance Report.

Dr. S N Sasidharan Kartha(DIN:00856417) had been 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 20th May, 2025 due to health reasons. Company had received from him notice of resignation 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 21st May, 2025. The Board placed on record its deep sense of appreciation of the exemplary services rendered by Dr. Kartha during his tenure as Managing Director. He ceased to be the Managing Director and Director with effect from 20th May 2025. Being the Chief promoter and founder Managing Director of the company since its inception and considering his long association, vast experience, 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 Nomination and Remuneration Committee (NRC), appointed Dr. S N Sasidharan Kartha as Chairman Emeritus for a term of five years w.e.f. 08th August, 2025, subject to the approval of shareholders in the ensuing Annual General Meeting. Shareholders approved his appointment as Chairman Emeritus in the AGM held on 08th August 2025 by way of an Ordinary Resolution.

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 21st May, 2025 appointed Mr. Saran Kartha Sasidharan (DIN:02676326), Whole-Time Director designated as Joint Managing Director, as Managing Director of the Company with effect from 21st 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. Members of the company passed special resolution in the AGM held on 08th August, 2025 for appointment of Mr. Saran Kartha Sasidharan (DIN:02676326) as Managing Director.

Mr. T P Thomaskutty (DIN:01473957), ceased to be Non-Executive Independent Director with effect from 24th May 2025, on completion of his second term. The Board placed on record its appreciation for the valuable contribution, advice and guidance provided by him, during his association as an Independent Director of the Company.

KSIDC vide its letter dated 28th November 2025 had withdrawn nomination of Mr. Harikrishnan R (DIN: 10762540) as its Nominee Director and appointed Mr. Rajesh Jacob (DIN: 06443594) as its Nominee Director in his place. Board noted the item in its meeting held on 05.02.2026. Mr. Harikrishnan R ceased to be the Director of the company with effect from 05.02.2026. As Mr. Rajesh Jacob had given his consent only on 16.04.2026, Board approved his appointment as nominee director in its meeting held on 28.05.2026, subject to the approval of shareholders in General Meeting/Postal Ballot. Shareholders passed the Ordinary Resolution through postal ballot on 10th July 2026 for the appointment of Mr.Rajesh Jacob (DIN: 06443594) as Nominee Director.

Mr. R K Garg(DIN: 00644462), informed his intention to step down as Chairman of the Board and Non-Executive Non-Independent Director due to health reasons. Company has received from him notice of resignation and the same was accepted by the Board in its meeting held on 05th August, 2026. He ceased to be the Chairman of the Board and director of the Company with effect from the close of business hours on 05th August, 2026. The Board of directors placed on record its sincere appreciation for the valuable guidance, leadership and contributions made by Mr. R K Garg during his tenure as Chairman and Director of the company.

Consequent to the resignation of Mr. R K Garg, the Board appointed Dr. Rabinarayan Patra (DIN:00917044), Non-Executive Independent Director as the Chairman of the Board with effect from 06th August 2026.

Mr.Rajeesh E G, resigned from the post of Chief Financial Officer(CFO), a Key Managerial Personnel(KMP) and ceased to be CFO and a KMP of the company from the close of business hours on 11th April, 2025. The same was noted and accepted by the Board on 03rd May 2025 by way of a resolution passed by circulation. Board appointed Mr. Suresh Kumar P, CGM(Finance) and Company Secretary, a KMP, as the interim Chief Financial Officer with effect from 07.07.2025. He ceased to be the Chief Financial Officer from the close of business hours on 31st August 2025 and continued as CGM(Finance) and Company Secretary of the Company. Board appointed Mr.Joby Mathew, as the CFO, a KMP of the company, in its meeting held on 07th July 2025, with effect from 01st September 2025.

Mr. Suresh Kumar P, retired from the post of CGM(Finance) and Company Secretary of the Company on 26th October, 2025 and ceased to be the KMP of the Company from that date. Board appointed Ms.Sreedeepa S as the Company Secretary&Compliance Officer, a KMP, of the company with effect from 27th October 2025.

The Company has not appointed any independent directors during the financial year 2025-26.

As per the provisions of Section 152(6) the Act, your directors, Mr. Mundanical Mathew Cherian (DIN:01265695) and Smt. Jaya S Kartha(DIN: 00666957) retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offer themselves for reappointment.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted declarations that each of them meets the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013 read with Regulation25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that there has been no change in the circumstances which may affect their status of Independence.

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

The information required pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules are given in Annexure - I.

DIRECTORS APPOINTMENT & REMUNERATION POLICY

The Companys Policy relating to appointment of Directors, payment of Managerial remuneration, 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 Board has carried out an annual evaluation of its own performance, that of its committees, the Chairman 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, information and functioning, establishment and delineation of responsibilities to committees and quality of relationship between the Board and the Management meeting procedures and functioning etc.

In a separate meeting, Independent Directors evaluated the performance of Non-Independent directors, the board as a whole and the Chairman, taking into account the views of Executive Directors and Non-Executive Directors. The Independent Directors also assessed the quality, quantity and timeliness of the flow of information between the companys management and the Board.

CSR INITIATIVES

The report on Corporate Social Responsibility activities in terms of Rule 8 of the Companies (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. The details of risk factors and steps taken are discussed in the Management Discussion and Analysis Report.

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 2025-26. Details required under the act and rules made there under are given under corporate governance report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans, guarantees and investments have been disclosed in the financial statements and the same is in compliance with the provisions of Companies Act, 2013.

TRANSACTIONS WITH RELATED PARTIES

None of the transactions with related parties fall 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 did not accept any deposits covered under Chapter V of the Act, from the public and as such, no amount on account of principal or interest on deposits from public was outstanding as at March 31, 2026.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred 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 directors state that:

(a) in the preparation of the Annual Accounts for the year ended 31.03.2026, 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 of the Company for the year ended on 31.03.2026.

(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

Mr. Saghesh Kumar K.A, Chartered Accountant, Aluva, was appointed in the 33rd 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 Companies Act 2013. The report of the auditor for the current year does not contain any qualification 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 read with Regulation 24A of SEBI(LODR) Regulations, 2015, M/s. SEP & Associates, Company Secretaries, Ernakulam, were appointed as the Secretarial Auditors of the company at the AGM held on August 8, 2025, for a period of five years commencing from financial year 2025-26 and continuing up to 2029-30. The Secretarial audit report for the Financial Year 2025-26, issued by M/s. SEP & Associates is annexed to this report. The report of the secretarial auditor for current year does not contain any qualification, reservation or adverse comments. Further, no fraud has been reported by the Secretarial Auditors under Section 143(12) of Companies Act, 2013.

ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the Annual Return of the company as per [sub-section (3)] of section 92 for the financial year ended 31st March, 2026, is available on the website of the company at https://www.cmrlindia.com/wp-content/uploads/2026/09/Annual-Return-2025-26.pdf.

AUDIT COMMITTEE

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.

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 (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.

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.

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 Requirements) Regulations, 2015. The corporate governance report and the certificate from the secretarial auditors regarding the compliances are annexed to this report as Annexures – VII & VIII. 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 accounts are made and maintained.

SECRETARIAL STANDARDS

The company has complied with Secretarial Standards - 1 (SS-1) on Board meetings and Secretarial Standards-2 (SS-2) on General meetings issued by the Institute of Company Secretaries of India.

THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the year under review no company has become or ceased to be its subsidiaries, joint ventures or associates companies.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AT THE END OF THE FINANCIAL YEAR

Not Applicable

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

Not Applicable

MATERNITY BENEFITS

The Company has complied with provisions of the Maternity Benefit Act, 1961 and the rules made there under, including all applicable obligations relating to maternity benefits for eligible employees.

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 companys affairs under Section 212 of the Companies Act by the Serious Fraud Investigation Office ("SFIO"), which order has been challenged before the Honble High Court of Delhi in W.P. (Crl.) No. 1188/2024. During the pendency of the above petition, despite the oral assurance of the Ld. Counsel for the SFIO that no complaint would be filed, the SFIO completed the investigation and filed a criminal complaint before the Ld. Special Court, Ernakulam. The Honble High Court of Delhi, vide order dated 28.05.2025, has directed the SFIO to not proceed with the complaint/investigation report till the Writ Petition is disposed of. The said Writ Petition is still pending before the Honble High Court of Delhi, and the case is next listed on 13.10.2026, and the interim protection granted by the Honble High Court of Delhi still subsists.

The Ld. Special Court, Ernakulam vide order dated 11.04.2025, took cognizance of the complaint filed by SFIO and issued summons inter alia to the Company, without first issuing notice to the company or the other proposed accused persons. The Company challenged the said order before the Honble High Court of Kerala in Crl. Rev. Petition No. 442/2025. The Honble High Court of Kerala vide order dated 16.04.2025, directed that status quo as on date of the order is to be maintained. The said interim order has been extended from time to time, and the Criminal Revision Petition is next listed before the Honble High Court of Kerala on 18.09.2026. The interim order of status quo is still continuing.

Separately, the Company, along with some of its employees, had challenged an ECIR registered by Directorate of Enforcement before the Honble High Court of Kerala in W.P. (C.) No. 15757/2024. The Honble High Court of Kerala vide order dated 07.06.2024 recorded the submission of the counsel for the Directorate of Enforcement that the petitioners therein would not be summoned during the pendency of the said Writ Petition. The said Writ Petition was ultimately dismissed by the Ld. Single Judge of the Honble High Court of Kerala vide order dated 26.05.2026. The Company challenged the said order before the Ld. Division Bench of the Honble High Court of Kerala in Writ Appeal No. 1140/2026, which was dismissed vide order dated 05.06.2026. The Company is considering legal steps with respect to the same. Following the dismissal of the Writ Appeal by the Division Bench, the Directorate of Enforcement has reopened the investigation under the same ECIR. The investigation is currently ongoing, and statements from the concerned officers have been recorded. As far as the Company is concerned, there is currently no impact of the pending investigation on it.

ISO CERTIFICATION

Your Company has been granted ISO 9001: 2015 by the prestigious agency, Bureau Veritas, 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 companys occupational health and safety Management system.

NSF CERTIFICATION

Your companys 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 International, 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 Synthetic 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 10th April 2029, is in force.

LISTINGS

The shares of your Company are listed with B S E Limited (BSE). The company has paid annual listing fees for the financial year 2025-26, where the companys equity shares are listed.

ACKNOWLEDGEMENTS

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.

For and on behalf of the Board of

COCHIN MINERALS AND RUTILE LIMITED,

Place : Aluva

Date : 22/08/2026

Dr. Rabinarayan Patra

Chairman

(DIN: 00917044)