TO THE MEMBERS

Your Directors present the 96th Annual Report together with Audited Financial Statements of the Company for the financial year ended 31st March, 2026.

The highlights of the financial results of the Company for the year ended 31st March, 2026 are as under : (Amount in ' thousands)

The Directors do not recommend payment of dividend for the financial year ended 31st March, 2026.

The Company has not transferred any amount to the General Reserve during the financial year ended 31st March, 2026.

The Rubberwood Factory has not been in operation for nearly 28 years pursuant to notice received from the Deputy Conservator of Forests (Protection), Trivandrum. During the year, the Company has received commission income amounting to Rs. 22.13 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.

The issued, subscribed and paid-up share capital of the Company as on 31st March, 2026 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, 2026, 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.

The Equity Shares of the Company are listed and traded on BSE Ltd, Scrip Code : 508571 and listing fees for the Financial Year 2026-2027 of BSE Ltd has been paid.

The Company has not accepted any public deposits within the meaning of Section 73 of the Act and the Companies (Acceptance of Deposit) 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.

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

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 2025-26 are provided in the accompanying Notes to the financial statements.

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

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_2026.pdf

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 FinancialYear 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, 2026 and they have made no qualification, reservation or adverse remark or disclaimer in their Report.

The Board of Directors of the Company appointed M/s. Maheswari Soni Kapoor & Associates., (ICSI Firm UIN: P2022WB093600), Company Secretaries, Kolkata, a peer reviewed firm having peer review certificate no. 6975/2025 to carry out secretarial audit for the financial year 2025-26 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 31,2026 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 or disclaimer.

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. 6975/2025, as the Secretarial Auditors of the Company for the Financial Year 2026-27 in terms of the provisions of Section 204(1) of the Companies Act, 2013 and Rules made thereunder.

The Company is not required to maintain Cost Records as per Companies (Cost Records and Audit) Amendments Rules, 2014 for Financial Year 2025-2026.

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.

The Board with grief regret to inform you of the sad demise of Shri Jay Kumar Surana (DIN : 00582653), Independent Director of the Company, who passed away for his heavenly abode on 17th March, 2026. Late Jay Kumar Surana served the Company as an Independent Director since 2019. The Board acknowledges the contribution made by Late Jay Kumar Surana for the growth of the Company during his tenure.

In accordance with the provisions of the Articles of Association of the Company read with Section 152 of the Companies Act, 2013, Mr. Hemant Bangur, Director (DIN : 00040903), 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.

Further, the Board of Directors have recommended re-appointment of Mr. C.P. Sharma (DIN : 00258646) as the Wholetime Director of the Company whose term expired on 14th June, 2026, to the shareholders by way of special resolution for another term of 3 (three) years i.e. from 15th June, 2026 to 14th June, 2029. He has given his consent to be re-appointed and also given declaration that he is eligible to be re-appointed. The Board recommends his re- appointment to the members of the Company in the ensuing Annual General Meeting.

Mr. Ghanshyam Mundhra (DIN : 02653423) was appointed as Additional Director in the category of Non-Executive Independent Director of the Company at the Board Meeting held on 24th July, 2026. He shall hold office till the conclusion of the ensuing Annual General Meeting of the Company. Mr. Ghanshyam Mundhra is proposed to be appointed as Independent Director at the ensuing Annual General Meeting of the Company for a consecutive period of 5 (five) years with effect from 24th July, 2026. As he 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.

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 28th January, 2026 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.

During the financial year ended 31st March, 2026, four (4) Board Meetings were held on 9th May, 2025, 1st August, 2025, 6th November, 2025 & 5th February, 2026. 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 2025-2026 is as under :

# Ceased to be associated as a Director due to demise on 17th March, 2026.

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. Komal Bhotika & Mr. C.P. Sharma respectively.

The Committee met 4 (four) times during the year on 9th May, 2025, 1st August, 2025, 6th November, 2025, & 5th February, 2026 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 :

* Ceased to be a member of the Committee due to demise on 17th March, 2026. Effective from 24th July, 2026 the Audit Committee has been reconstituted as under:

$ Shri Ghanshyam Mundhra was inducted as a member of the Committee w.e.f. 24th July, 2026.

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. Komal Bhotika & Mr. Hemant Bangur respectively.

During the year under review, the Committee met once on, 1st August, 2025. The attendance of the Members at the Nomination & Remuneration Committee Meetings is as under :

* Ceased to be a member of the Committee due to demise on 17th March, 2026.

Effective from 24th July, 2026 the Nomination & Remuneration Committee has been reconstituted as under:

$ Shri Ghanshyam Mundhra was inducted as a member of the Committee w.e.f. 24th July, 2026.

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. Komal Bhotika respectively.

During the year under review, the Committee met once on 12th March, 2026. The attendance of the Members at the Stakeholders Relationship Committee Meetings is as under:

* Ceased to be a member of the Committee due to demise on 17th March, 2026.

Effective from 24th July, 2026 the Stakeholders Relationship Committee has been reconstituted as under:

$ Shri Ghanshyam Mundhra was inducted as a member of the Committee w.e.f. 24th July, 2026.

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 31st March, 2026. 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.

The Board has on the recommendation of the Nomination & Remuneration Policy 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.

The Board comprised of 4 (four) members upto 17th March, 2026. Due to demise of one Independent Director Mr. Jay Kumar Surana on 17th March, 2026, the strength of the Board reduced to three Board Members. As on 31st March, 2026, the Board comprised of 3 (three) members, of which, two are Non-Executive Directors (NED) and one Wholetime Director (WTD). The Board has one Independent 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

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 31st March, 2026 and of the losses 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.

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

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.

During the Financial Year 2025-2026, the Company had no female employee so there was no requirement of compliance with Maternity Benefit Act,1961.

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

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.

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.

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards SS-1 and SS-2 issued byThe Institute of Company Secretaries of India (ICSI).

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 ScheduleV of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In 2025-26, the global economy continued to show stability amid persistent geopolitical tensions, trade uncertainties, and uneven growth across major economies. While inflationary pressures moderated across several regions and monetary conditions gradually eased, global trade and investment continued to face challenges. Emerging markets, including India, demonstrated relative strength, supported by robust domestic demand, improving economic fundamentals, and continued policy support.

India's industry structure continued to evolve, supported by strong domestic consumption, infrastructure development, policy initiatives, technological advancement, and increased focus on manufacturing, exports and sustainable growth. The plantation sector remained an important contributor to rural employment and the agricultural economy, while continuing to adapt to changing climatic conditions, input costs and global commodity market dynamics.

India is expected to maintain its strong economic growth momentum in 2026-27, supported by rising domestic consumption, infrastructure development and continued government initiatives. However, geopolitical tensions, global trade uncertainties, climate-related risks and fluctuations in commodity prices may pose challenges. Increasing input and labour costs could also exert pressure on businesses, while opportunities are expected from domestic demand, technological adoption and continued policy support.

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.

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

• Since the Company has no revenue from operations during the year ended 31st March, 2026 and 31st March, 2025 Debtors'Turnover, InventoryTurnover, Operating Profit Margin and Net Profit Margin is not calculated.

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.

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.

(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 2025-26 : 16%.

(iii) Number of permanent employees on the roll of the Company as on 31st March, 2026 : 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.

Your Company did not have any manufacturing activity during the Financial Year ended 31st March, 2026 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.

i) There were no material changes and commitments affecting the financial position of the Company occurring between 31st March, 2026 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.

Your Directors take this opportunity to express their appreciation for assistance and cooperation received from the commercial banks and other authorities.