To

The Members

The Board of Directors is pleased to present your Company's report on business and operations along with audited financial statements (standalone and consolidated) for the financial year ended March 31, 2025.

Financial Highlights & State of Affairs

a. The financial highlights of your Company for the year ended March 31, 2025 on Standalone and Consolidated basis is summarized below:

i) Standalone basis

(Rs. in Lakhs)

Particulars	FY	FY
	2024-2025	2023-2024
Revenue from operations	1,71,800	1,45,617
Profit for the year (before	24,796	21,716
Interest, Depreciation & Tax)
Less:
Interest	6,881	4,518
Depreciation	4,870	5,181
Provision for Taxation	3,815	2,486
(including deferred tax)
Net Profit	9,230	9,531

For the financial year 2024-25, your Company recorded a turnover of Rs. 1,71,800 Lakhs and earned a net profit of Rs. 9,230 Lakhs as compared to the previous year's turnover of

Rs. 1,45,617 Lakhs and net profit of Rs. 9,531 Lakhs.

ii) Consolidated basis

(Rs. in Lakhs)

Particulars	FY	FY
	2024-2025	2023-2024
Revenue from operations	3,10,575	2,65,370
Profit for the year (before	56,355	45,162
Interest, Depreciation & Tax)
Less:
Interest	11,283	7,771
Depreciation	9,846	9,767
Provision for Taxation	4,192	2,616
(including deferred tax)
Net Profit	31,034	25,008

For the financial year 2024-25, on a consolidated basis, your Company recorded a turnover of Rs. 3,10,575 Lakhs and net profit of Rs. 31,034 Lakhs as compared to previous year's turnover of Rs. 2,65,370 Lakhs and net profit of Rs. 25,008 Lakhs.

b. Capex

Your Company has spent an amount of Rs. 55.68 Crores towards its capital expenditure requirements.

c. Business Review

FY 2024–25 presented a challenging operating environment marked by sharp increases in green coffee prices, intensifying competitive pressures, and global geopolitical tensions that disrupted supply chains. Despite these headwinds, your Company demonstrated strong operational resilience, sustaining its growth trajectory and maintaining profitability.

The Company has successfully completed all its planned capacity expansions and these strategic investments will enable us to meet our growth aspirations for the future and the rising demand. Parallel efforts were undertaken to enhance the product mix by increasing the share of premium and value-added products, thereby fortifying market positioning and laying a robust foundation for long-term growth.

In the Indian domestic market, the Company's branded business continued to post healthy and satisfactory growth. The brand has also gained significant traction on leading e-commerce platforms and direct-to-consumer

(D2C) channels, reflecting increased consumer preference and engagement.

This growing brand equity and positive consumer sentiment bode well for future market share gains, reinforcing the Company's commitment to quality, innovation, and customer-centricity.

d. Global Coffee Scenario

The global green coffee market entered its fifth consecutive year of supply shortfalls, presenting unprecedented pressure on pricing and procurement strategies. Green coffee prices remained elevated throughout FY 2024–25, driven by persistently low crop yields in key producing countries such as Vietnam and Indonesia, both of which continue to grapple with adverse climatic conditions including prolonged droughts and erratic rainfall patterns.

While Brazil and select African nations have managed to moderately increase their output, these gains have not been sufficient to offset the global deficit. Consequently, carryover inventories remain at historic lows, further tightening supply and fueling continued price volatility.

Despite these challenges, the global coffee market remains on a growth trajectory. According to Euromonitor, the global instant coffee market was valued at $35.7 billion in 2024 (retail value RSP) and is projected to reach $43 billion by 2029, growing at a CAGR of 3.8% in value terms. This growth is underpinned by shifting consumer preferences toward premium coffee, increased caf? culture, and strong demand from emerging markets, offering both opportunities and complexities for industry players.

Dividend

Your Board of Directors has recommended a final dividend of Rs. 5.00 per equity share, i.e., 250% of nominal value Rs. 2 per share, in its meeting held on May 05, 2025, subject to the approval of the members in the forthcoming Annual General Meeting. If approved, the cash outflow on account of dividend for the said year will be Rs. 6,676.40 lakhs.

The record date for the purpose of payment of final dividend for the financial year ended March 31, 2025 has been fixed as Thursday, August 07, 2025. The dividend will be disbursed subject to deduction of Income tax at applicable rates as per provisions of the Income Tax Act.

As per Regulation 43A of the Listing Regulations, your Company has framed a Dividend Distribution Policy, which may be accessed at https://www.cclproducts.com/wp-content/uploads/2025/04/Dividend-Distribution-Policy.pdf

Transfer of amount to General Reserve

No amount has been transferred to reserves during the year.

Material Changes and Commitments

Save as and except as discussed and stated in this Report, there are no material changes and commitments affecting the financial position of your Company that have occurred between the end of the Financial Year 2024-25 and the date of this report.

Share Capital

During the year under review, there was no change in the paid-up share capital of your Company. The paid-up Equity Share

Capital of your Company as on March 31, 2025, stood at Rs.

2,670.56 Lakhs, comprising of 13,35,27,920 equity shares of face value of Rs. 2/- each. During the year under review, your

Company has neither issued any shares with differential voting rights or sweat equity.

Employee Stock Options

Share-based employee benefits are an effective mode aimed at promoting the culture of employee ownership, creating long term wealth in their hands which also helps your Company to attract, motivate and retain the employees in the competitive environment and to reduce the employee attrition rate in the organization.

With the said objective, and as already informed, your Company, has adopted a Scheme under the name and style "CCL Employee Stock Option Scheme – 2022" (the CCL Scheme 2022/ the Scheme) for the benefit of its employees and the employees of its subsidiaries. The said Scheme is in force.

Further, as you are aware, consequent to the implementation of the Scheme of Arrangement between Continental Coffee Private Limited, Demerged Company and CCL Products (India) Limited, Resulting Company, the CCL ESOP Scheme has a pool of 5,00,000 options. Out of the said pool a total of

88,950 options have been granted during the FY 2024-25 and 4,74,310 options have been granted till the date of this Report. After taking into consideration the lapsed / forfeited options, a total of 1,54,927 options are available to be granted as on date of this Report.

Further, as you are also aware, the Company had allotted 5,00,000 (Five Lakh) equity shares of Rs. 2/- each at a price of Rs. 2/- to M/s "CCL Employees Trust", to be eventually transferred to the employees pursuant to the said ESOP Plan. Out of the said shares, the Trust has transferred 1,48,804 equity shares to its employees upon exercise of options, during the FY 2024-

25 and till the date of this Report.

Further, Information pursuant to Section 62 of the Companies Act, 2013 read with Rules made thereunder and details of the Scheme as specified in Part F of Schedule – I of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are provided as Annexure X to this Report and also available on Company's website and may be accessed at https://www. cclproducts.com/wp-content/uploads/2025/07/Disclosure-on-ESOPs-FY-2024-25.pdf

It is confirmed that the Scheme is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and during the year under review no material changes were made to the Scheme.

Certificate has been obtained from M/s. P.S. Rao & Associates, Company Secretaries, confirming that the Scheme has been implemented in accordance with the SEBI Regulations and it will be placed at the forthcoming Annual General Meeting of your Company for inspection by the members.

Subsidiaries

The subsidiary companies situated in India and outside India continue to contribute to the business and overall performance of your Company. As of March 31, 2025, your Company has the following wholly owned subsidiaries:

1. Jayanti Pte Limited (Singapore)

2. Continental Coffee SA (Switzerland)

3. Ngon Coffee Company Limited (Vietnam)

4. Continental Coffee Private Limited (India)

5. CCL Food and Beverages Private Limited (India)

Performance and contribution of each of the Subsidiaries

As per Rule 8 of Companies (Accounts) Rules, 2014, a report on the financial performance of the subsidiary companies for the financial year ended March 31, 2025, is summarized below:

i. Jayanti Pte Limited (Singapore)

Jayanti Pte Limited is a wholly owned subsidiary of your Company incorporated in Singapore to act as an investment vehicle for your Company, hence no operational performance is reported.

ii. Continental Coffee SA (Switzerland)

Continental Coffee SA is a wholly owned subsidiary of your Company incorporated in Switzerland. It has an agglomeration and packing unit. Operational performance of the Company, in brief is as hereunder:

(Rs. in Lakhs)

Particulars	FY	FY
	2024-2025	2023-2024
Revenue from operations	45,242	28,234
Profit for the year (before	683	1,736
Interest, Depreciation & Tax)
Less:
Interest	149	172
Depreciation	106	113
Provision for Taxation	(25)	197
Net Profit	452	1,255

iii. Ngon Coffee Company Limited (Vietnam)

Ngon Coffee Company Limited is a wholly owned subsidiary of your Company incorporated in Vietnam. It has an instant coffee manufacturing unit. The planned capacity expansion has been successfully completed as disclosed to the Stock Exchanges on May 05, 2025. The enhanced capacity now stands at 36,000 tonnes. The operational performance of the Company, in brief, is hereunder:

( Rs. in Lakhs)

	FY	FY
Particulars
	2024-2025	2023-2024
Revenue from operations	129,941	114,682
Profit for the year (before	27,731	21,942
Interest, Depreciation & Tax)
Less:
Interest	2,692	3,042
Depreciation	4,283	4,440
Provision for Taxation	-	-
Net Profit	20,756	14,460

iv. Continental Coffee Private Limited

Continental Coffee Private Limited is a wholly owned subsidiary of your Company, incorporated in India. The Company is into the business of Food and Beverage Kiosks including ‘Coffee on Wheels'. The operational performance of the Company, in brief, is hereunder:

( Rs. in Lakhs)

Particulars	FY	FY
	2024-2025	2023-2024
Revenue from operations	236.26	296.95
Profit for the year (before	(309.21)	(200.50)
Interest, Depreciation & Tax)
Less:
Interest	89.33	37.58
Depreciation	45.11	31.69
Provision for Taxation	(7.02)	2.71
Net Profit/Loss	436.63	(272.48)

v. CCL Food and Beverages Private Limited

CCL Food and Beverages Private Limited is a wholly owned subsidiary of your Company, incorporated in India.

The Company is into the business of spray dried instant coffee manufacturing. The performance of the Company, in brief, is hereunder:

( Rs. in Lakhs)

Particulars	FY	FY
	2024-2025	2023-2024
Revenue from operations	13,601.99	6.93
Profit for the year (before	4,286.54	(17.35)
Interest, Depreciation & Tax)
Less:
Interest	1,977.31	2.19
Depreciation	542.17	1.22
Provision for Taxation	391.97	-
Net Profit/Loss	1,375.09	(20.76)

The statement containing the salient features of the financial statement of subsidiaries as per sub-section (3) of Section 129 of the Act in Form AOC-1 is annexed as

Annexure I to this report.

Consolidated Financial Statements

The Consolidated Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013 and other relevant provisions of the Act.

The Consolidated Financial Statements for the financial year ended March 31, 2025, form part of the Annual Report.

Further, we undertake that the annual accounts of the subsidiary companies and the related detailed information will be made available to the shareholders seeking such information at any point of time. Further, the annual accounts of the subsidiary companies shall also be kept open for inspection by any shareholder at our Registered office and that of the respective subsidiary Company.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of your Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of your Company at www.cclproducts.com.

The policy for determining material subsidiaries is available on the website of your Company which may be accessed at https://www.cclproducts.com/wp-content/uploads/2025/04/

. Policy-for-determining-Material-Subsidiaries.pdf. According to this policy, Continental Coffee SA and Ngon Coffee Company Limited are material subsidiaries in terms of Listing Regulations.

Companies which have become or ceased to be the subsidiaries, joint ventures or associate companies during the year:

The Company does not have any associate or joint venture Company falling within the definition under the Companies Act, 2013. Further, during the year under review, there was no instance of any existing wholly owned subsidiaries of the Company ceasing to be as such, or any company becoming its subsidiary. Thus, there was no change in the list of wholly owned subsidiaries of the Company.

However, M/s Continental Coffee Private Limited, a wholly owned subsidiary of your Company ceases to be a material subsidiary in terms of Listing Regulations

Listing of Equity Shares

Your Company's equity shares are listed on the following Stock Exchanges:

(i) BSE Limited, Phiroze JeeJeebhoy Towers, Dalal Street,

Mumbai- 400001, Maharashtra, India. It is traded with the code 519600 and

(ii) National Stock Exchange of India Limited, Exchange Plaza,

Plot No. C/1, G Block, Bandra-Kurla Complex, Bandra

(East), Mumbai – 400051, Maharashtra, India. It is traded with the code CCL

Your Company has paid the Annual Listing Fees to the said Stock Exchanges for the Financial Year 2025-26.

Corporate Social Responsibility

Your Company, as part of its Corporate Social Responsibility (CSR), undertook and supported various initiatives, including contributions to old age homes and orphanages in Guntur District; promotion of education and healthcare activities in Hyderabad and Guntur Districts; infrastructural and rural development in identified areas surrounding its factories in Guntur and Tirupati Districts; women empowerment and skill development programs in rural areas around Hyderabad,

Guntur, Anantapur, and Alluri Sitharamaraju Districts.

Your Company has a Policy on Corporate Social Responsibility (CSR). The Annual Report on CSR activities as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure II to this report. The CSR Policy is posted on the website of your Company and the web link is https://www.cclproducts.com/wp-content/ uploads/2025/07/CSR-Policy.pdf.

Further, pursuant to the provisions of Section 135 of the Act your Company was required to spend an amount of Rs. 333.42

Lakhs towards CSR Activities. However, during the financial year, your Company has spent a total amount of Rs. 344.44 Lakhs towards various CSR activities and hence the excess amount of Rs. 11.02 Lakhs is available for set-off against the amount required to be spent upto immediately succeeding three (3) financial years.

Internal Control Systems & their adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to your Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. The Board has ensured that there are adequate Internal Financial Controls commensurate with the size, nature of operations and requirements.

Statutory Auditors & their Report

M/s. Ramanatham & Rao, Chartered Accountants (FRN: 2934S) appointed as the Statutory Auditors of your Company at the 61^st Annual General Meeting held on August 30, 2022 for a period of 5 years shall hold their office till the conclusion of 66^th Annual General Meeting. The Statutory Auditors have confirmed their independence and that they are not disqualified from continuing as Auditors of your Company.

The standalone and the consolidated financial statements of your Company have been prepared in accordance with Ind AS notified under Section 133 of the Act. The Statutory Auditors' reports do not contain any qualifications, reservations, adverse remarks, matters of emphasis or disclaimers.

The Statutory Auditors were present in the last AGM held on September 20, 2024.

Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Rules made thereunder, M/s. Brahmayya

& Co., Chartered Accountants, Bengaluru, held the office of

Internal Auditors of the Company for the FY 2024-25 and has been reappointed to the said office for the FY 2025-26.

The internal audit reports and the suggestions made on a quarterly basis by the auditors, during the year under review, were duly noted by the Board and acted upon.

Cost Auditors

In accordance with the provisions of Section 148(3) and the Companies (Audit and Auditors) Rules, 2014, the Board of Directors, upon the recommendation of Audit Committee has appointed M/s. M P R & Associates, Cost Accountants,

Hyderabad as the Cost Auditors of your Company to carry out the cost audit of the products manufactured by your

Company during the financial year 2025-26 at a remuneration of Rs. 3,00,000. The remuneration payable to the cost auditor is required to be placed before the members in the general meeting for their ratification. Accordingly, a resolution seeking members' ratification for the remuneration payable to M/s. M P R & Associates, Cost Accountants, is included in the Notice convening the Annual General Meeting. Your Company is maintaining cost records as specified by the Central Government under Section 148(1) of the Act The Cost auditors have audited and expressed satisfaction about the maintenance of cost audit records, internal controls and issued an unqualified report.

A Certificate from M/s. M P R & Associates, Cost Accountants, has been received to the effect that their appointment as Cost Auditor of your Company is in accordance with the limits specified under Section 141 of the Companies Act, 2013 and the Rules framed thereunder.

Reporting of Frauds

During the year under review, there was no instance of fraud, misappropriation which required the Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company appointed

M/s. P S Rao & Associates, Company Secretaries (Peer Review

Number: 6678/2025) to undertake the Secretarial Audit of your Company for the FY 2024-25. The Secretarial Audit Report issued by M/s. P.S. Rao & Associates for the FY 2024-25 is enclosed as Annexure III to this Report.

Further, for the year under review, Your Company had no Indian material subsidiary. Further, in view of the amendments to Regulation 24A of the Listing Regulations, it is proposed to appoint M/s. P S Rao & Associates, Company Secretaries (Peer Review Number: 6678/2025), as Secretarial Auditor of your Company for a period of 5 (Five) consecutive financial years i.e., from the FY 2025-26 to FY 2029-30 to undertake

Secretarial Audit for each of the said years. Resolution forms part of Notice attached hereto.

Compliance with Secretarial Standards

Your Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and are operating effectively. During the year under review, your Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India.

Directors & Key Managerial Personnel

The Board of directors of your Company has an optimum combination of Executive, Non-Executive and Independent

Directors including Woman Directors.

i. Independent Directors

In terms of Section 149 of the Act and the Listing Regulations, Sri K. V. Chowdary, Sri. Durga Prasad Kode, Smt. Kulsoom Noor Saifullah, Dr. Krishnanand Lanka and Sri Sudhakar Ambati are the Independent Directors of your Company as on the date of this Report.

All the Independent Directors of your Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective, independent judgement and without any external influence.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, all the Independent Directors have got their names included in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience (including the proficiency) and are persons of high integrity and repute. They fulfil the conditions specified in the Act as well as the Rules made thereunder and are independent of the Management.

ii Key Managerial Personnel

During the year under review, Sri Chaithanya Agasthyaraju, has been appointed to the office of Chief Financial Officer of the Company, effective February 07, 2025 in place of Sri V Lakshmi Narayana who resigned from his office as such, effective closing hours of February 06, 2025.

In terms of Section 203 of the Act, the following are the Key Managerial Personnel (‘KMPs') of the Company as on the date of this Report:

Sri Challa Srishant, Managing Director Sri B. Mohan Krishna, Executive Director Sri Praveen Jaipuriar, Chief Executive Officer Sri Chaithanya Agasthyaraju, Chief Financial Officer Smt. Sridevi Dasari, Company Secretary

iii Retirement by rotation

In accordance with the provisions of Section 152 of the

Act, Smt. Challa Shantha Prasad, Non-Executive Director and Sri B. Mohan Krishna, Executive Director of your Company retired by rotation in the 63rd AGM and were re-appointed thereat.

Further, Sri Satyavada Venkata Ramchandra Rao, Non-

Executive Director and Sri Challa Rajendra Prasad, Executive Director of your Company, retire by rotation in the ensuing AGM and being eligible, have offered themselves for re-appointment. The Board of Directors recommend their re-appointment.

iv Reappointment / Resignation / Vacations

Sri K. K. Sarma (DIN: 06672873) resigned from the office of Non-Executive Director of the Company with effect from the closing hours of October 21, 2024.

Further, Sri Kata Chandrahas (DIN: 02994302) and Sri G.V. Krishna Rau (DIN: 06775731) vacated their offices of Independent Director of the Company upon completion of their two terms, in accordance with the provisions of the

Act and the Listing Regulations. While Sri Kata Chandrahas vacated office from the closing hours of May 22, 2024, Sri G.V. Krishna Rau vacated office from the closing hours of October 21, 2024.

Further, based on the recommendation of Nomination and Remuneration Committee, Sri Challa Rajendra Prasad (DIN: 00702292) was reappointed to the office of Executive Chairman of the company for a period of 5 years, at a remuneration of Rs. 35 Lakhs per month, along with other perquisites as per the Rules of the Company, effective April 01, 2026. The said appointment is proposed to the members for their approval. Corresponding resolution forms part of Notice attached hereto.

v. Directors and Officers Insurance (‘D&O')

As per the requirements of Regulation 25(10) of the Listing Regulations, your Company has taken a policy of insurance for all its Independent Directors.

Meetings of the Board

Five meetings of the Board of Directors were held during the year. The details of the Board and Committee meetings and Independent Directors' meeting are given in the Corporate Governance Report which forms part of this Annual Report.

Your Company has also adopted Governance Guidelines on Board Effectiveness which comprises the aspects relating to composition of board and committees, tenure of office of directors, nomination, appointment, development of directors, code of conduct, effectiveness of board and committees, review and their mandates.

Committees

i. Audit Committee

The Board has in place, a duly constituted Audit Committee as per the provisions of Section 177 of the Act and the Listing Regulations. The composition, attendance, powers and role of the Audit Committee are included in the Corporate Governance Report which forms part of this Annual Report. All the recommendations made by the Audit Committee were accepted by the Board of Directors.

ii. Other Committees

Apart from the Audit Committee, the Board has also constituted the following committees, in accordance with the provisions of the Act and the Listing Regulations as applicable, which are in place and are discharging their functions as per terms of reference entrusted by the Board:

• Nomination and Remuneration Committee / Compensation Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

The composition, attendance, powers and role of the Committees are included in the Corporate Governance Report which forms part of this Annual Report.

Policy on Director's Appointment and Remuneration and other matters

(a) Procedure for Nomination and Appointment of Directors:

The Nomination and Remuneration Committee has been formed in compliance with Regulation 19 of the Listing Regulations and pursuant to Section 178 of the Act. The main object of this Committee is to identify persons who are qualified to become directors and who may be appointed in senior management of your Company, recommend to the Board their appointment and removal and shall carry out evaluation of every Director's performance, recommend the remuneration package of both the Executive and the Non-Executive Directors on the

Board and also the remuneration of Senior Management, one level below the Board. The Committee reviews the remuneration package of the Executive Director(s), makes appropriate recommendations to the Board and acts in terms of reference of the Board from time to time.

On the recommendation of the Nomination and Remuneration Committee, the Board has adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and other Employees pursuant to the provisions of the Act and the Listing Regulations which is enclosed as Annexure IV and the same is available on the website of your Company which may be accessed at https:// www.cclproducts.com/wp-content/uploads/2025/04/ Nomination-and-Remuneration-Policy.pdf.

The remuneration determined for Executive/Non-

Executive Directors is based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors. The Non-Executive Directors are compensated by way of Commission as approved by the shareholders and it is within the limits laid down by the

Companies Act, 2013. The Non-Executive Directors are entitled to sitting fees for attending meetings of the Board and the Committees. The remuneration paid to Directors, Key Managerial Personnel and all other employees is in accordance with the Remuneration Policy of your Company.

The Managing Director and Executive Director of your Company being directors of Ngon Coffee Company Limited, Vietnam, wholly owned subsidiary, are eligible for profit based commission of 3% and 2.5% respectively for the FY 2024-25, which is permissible under Section

197(14) of the Act.

Except as mentioned above, neither the Managing Director nor any Whole Time Director of your Company received any remuneration or commission from its Subsidiaries.

Brief terms of Nomination and Remuneration Committee and other matters provided in Section 178(3) of the Act and Regulation 19 of the Listing Regulations have been disclosed in the Corporate Governance Report, which forms part of this Report.

(b) Familiarization/ Orientation program for Independent Directors:

Formal familiarization programs were conducted about the amendments in the Companies Act, Rules prescribed thereunder, Listing Regulations and all other applicable laws to your Company and all the directors were also apprised about the business activities of the Company.

It is the general practice of your Company to notify the changes in all the applicable laws to the Board of Directors, from time to time. The objective of these programs is to familiarize Independent Directors with the business of your Company, the industry in which your Company operates, business model, challenges etc. through various means such as interaction with subject matter experts, meetings with business leads and functional heads on a regular basis.

The details of such familiarization programs for Independent Directors are posted on the website of your Company and web link is https://www.cclproducts. com/wp-content/uploads/2025/04/Familiarisation-Programme-March-2025.pdf.

Annual Evaluation of Board Performance and Performance of its Committees and Individual Directors

Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee and all other Committees.

A structured questionnaire was prepared after taking into consideration, the inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of your Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Independent Director being evaluated.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of your Company was evaluated, taking into account the views of the Executive Director and Non-

Executive Directors who also reviewed the performance of the Secretarial Department. The Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as, contribution of the individual director to the Board and Committee meetings, preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

The Directors expressed their satisfaction with the evaluation process.

Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments made during the Financial Year and / or outstanding as on March 31, 2025, covered under the provisions of Section 186 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014, are provided in the notes to the Financial Statements.

Fixed Deposits

Your Company has neither accepted nor renewed any fixed deposits from the public within the meaning of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 and as such, no principal or interest was outstanding as on the date of the Balance sheet. Further, your Company has not accepted any loans/advances from any of its Directors during the year under review.

Directors' Responsibility Statement

Pursuant to Section 134 (5) of the Act your Directors confirm that to the best of their knowledge and belief and according to the information and explanation obtained by them,

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) Such accounting policies as mentioned in the notes to the financial statements have been selected and applied consistently and judgements and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of your Company at the end of the financial year 2024-25 and of the profit or loss of your

Company for that period;

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 your company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts for the year 2024-25 have been prepared on a going concern basis.

v) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

vi) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Vigil Mechanism / Whistle Blower Policy

The Vigil Mechanism as envisaged in the Act, the Rules prescribed thereunder and the Listing Regulations is implemented through your Company's Whistle Blower Policy, to deal with instance of fraud and mismanagement, if any in the Group. The Policy provides for adequate safeguards against victimization of employees who avail the mechanism and also provides for direct access to the Chairman of the Audit Committee. The details of the Policy are explained in the Corporate Governance Report and also posted on the website of your Company and the web link is https://www.cclproducts. com/wp-content/uploads/2025/07/Whistle-Blower-Policy. pdf.

The Whistle Blower Policy aims to conduct the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All the employees of your Company are covered under the Whistle Blower Policy.

Risk Management

Your Company has constituted a Risk Management Committee and formulated a policy on the Risk Management in accordance with the Act and Regulation 21 of the Listing Regulations to frame, implement and monitor the risk management plan for your Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Furthermore, your Company has set up a robust internal audit function which reviews and ensures sustained effectiveness of internal financial controls by adopting a systematic approach to its work. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of this Annual Report. The Risk Management Policy of your Company is posted on the website of your Company and the web link is https://www.cclproducts.com/wp-content/ uploads/2025/07/Risk-Management-Policy.pdf.

Related Party Transactions and particulars of contracts or arrangements with related parties

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by your Company with Promoters, Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest of your Company at large.

All related party transactions are placed before the Audit Committee and also before the Board for approval. Prior omnibus approval of the Audit Committee is obtained as per the Act and Listing Regulations for the transactions which are foreseeable and repetitive in nature. Your Company has developed a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions.

Particulars of contracts or arrangements with related parties are provided in Annexure V in Form AOC-2 pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 and forms part of this report.

The policy on materiality of Related Party Transactions and dealings in related party transactions, as approved by the Board is uploaded on the website of your Company and the web link is https://www.cclproducts.com/wp-content/uploads/2025/04/ Policy-on-dealing-with-related-party-transactions.pdf.

Related Party Disclosures under Regulation 34(3) read with Schedule V of the Listing Regulations

In the accounts of	Particulars	Amount at the year ended 2024- 25 ( )	Maximum amount of Loans/Advances/ Investments outstanding during the year 2024-25 ( )
1 CCL Products (India)	(i) Loans/advances to subsidiaries
Limited (Holding
Company)
	- CCL Food and Beverages Private Limited (Wholly	*145.08 Crores	145.08 Crores
	owned subsidiary)
	- Continental Coffee Private Limited (Wholly owned	14.15 Crores	14.15 Crores
	subsidiary)
	(ii) Loans/advances to associates	NIL	NIL
	(iii) Loans/advances to firms/ companies in which		NIL
	Directors are interested
2 CCL Products (India)	Investment by the Loanee in the shares of parent	NA	NA
Limited (Holding	company and subsidiary company, when the company
Company)	has made a loan or advance in the nature of loan

*Inclusive of Rs. 79 crores towards investment in Optionally Convertible Debentures.

Policy on Material Subsidiaries

The Policy on Material Subsidiaries as per the Listing Regulations as approved by the Board is uploaded on the website of your Company and the web link is https://www. cclproducts.com/wp-content/uploads/2025/04/Policy-for-determining-Material-Subsidiaries.pdf.

Annual Return

In accordance with Section 134 (3) (a) of the Act a copy of

Annual Return in the prescribed format i.e., Form MGT-7 is placed on the website of your Company and may be accessed at: https://www.cclproducts.com/wp-content/uploads/2025/07/ MGT-7-2024-2025.pdf

Management Discussion & Analysis

Pursuant to the provisions of Regulation 34(2) of the Listing Regulations a report on Management Discussion & Analysis is herewith annexed as Annexure VI to this report.

Change in the nature of business

There has been no change in the nature of business of your Company during the year under review.

Transfer of amounts to Investor Education and Protection Fund

Pursuant to the provisions of Section 124 (5) of the Act an amount of Rs. 6,66,677 from unpaid dividend account (final dividend FY 2016-17) which remained unclaimed for a period of seven years has been transferred by your Company during the financial year 2024-25 to the Investor Education and

Protection Fund established by the Central Government.

Transfer of unclaimed shares to Investor Education and Protection Fund

Pursuant to the provisions of Section 124 of the Act, there were no shares in respect of which dividend had not been paid or claimed for seven consecutive years or more upto and including the financial year 2016-17 and hence the need to transfer the same in the name of Investor Education and

Protection Fund during the financial year did not arise. Information in respect of unclaimed dividend and due dates for transfer to the IEPF are given below:

For the Financial year	Dividend	Date of Declaration	Due date for transfer unclaimed amounts to IEPF
1 2017-18 (Final dividend)	125%	14.07.2018	17.09.2025
2 2018-19 (Interim dividend)	87.5%	23.03.2019	27.05.2026
3 2018-19 (Final dividend)	87.5%	07.08.2019	11.10.2026
4 2019-20 (First interim dividend)	100%	27.01.2020	31.03.2027
5 2019-20 (Second interim dividend)	150%	26.02.2020	30.04.2027
6 2020-21 (Interim dividend)	100%	20.10.2020	24.12.2027
7 2020-21 (Final dividend)	100%	26.08.2021	30.10.2028
8 2021-22 (Interim dividend)	150%	19.01.2022	23.03.2029
9 2021-22 (Final dividend)	100%	30.08.2022	03.10.2029
10 2022-23 (Interim dividend)	150%	18.01.2023	22.03.2030
11 2022-23 (Final dividend)	125%	22.08.2023	26.10.2030
12 2023-24 (Interim dividend)	125%	05.02.2024	11.04.2031
13 2023-24 (Final dividend)	100%	20.09.2024	24.11.2031

Insurance

All properties and insurable interests of your Company have been fully insured.

Particulars of Employees and Remuneration

The information required pursuant to Section 197 of the Companies Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of your Company is herewith annexed as Annexure VII to this report.

Corporate Governance

Your Company has been making every endeavor to bring more transparency in the conduct of its business. As per the requirements of Regulation 34 (3) of the Listing Regulations, a report on Corporate Governance for the year 2024-25 and a Certificate from M/s. P S Rao & Associates, Company Secretaries are furnished which forms part of this Annual Report.

Human Resources

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered, and the work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind your Company's vision. Your Company appreciates the spirit of its dedicated employees.

Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace:

Your Company strongly supports the rights of all its employees to work in an environment, free from all forms of harassment. Your Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The policy aims to provide protection to Employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where Employees feel secure. Your Company has also constituted an Internal Complaint

Committee, known as Anti Sexual Harassment Committee, to address the concerns and complaints of sexual harassment and to recommend appropriate action.

(a) Number of complaints of sexual harassment received in the year: Nil

(b) Number of complaints disposed off during the year: Nil

(c) Number of cases pending for more than ninety days: N.A.

Compliance with the provisions relating to the Maternity Benefits Act, 1961.

Your Company complies with the provisions of the Maternity Benefit Act, 1961, extending all statutory benefits to eligible women employees, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. Your company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

Energy conservation, technology absorption and foreign exchange earnings and outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure VIII to this report.

Business Responsibility and Sustainability Report

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) of your Company for the financial year ended March 31, 2025, forms part of this Annual Report and is annexed herewith as

Annexure IX.

Significant and material orders passed by the regulators or Courts

There are no significant or material orders passed by the Regulators / Courts which would impact the going concern status of your Company and its future operations.

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 as at the end of the financial year:

No application was made or any proceedings were pending under the IBC, 2016 during the year ended on March 31, 2025.

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

Green initiative in Corporate Governance

The Ministry of Corporate Affairs (MCA) has taken a green initiative in Corporate Governance by allowing paperless compliances by the Companies and permitted the service of Annual Reports and documents to the shareholders through electronic mode subject to certain conditions and your Company continues to send Annual Reports and other communications in electronic mode to the members who have registered their email addresses with your Company/RTA.

Acknowledgments

Your Directors take this opportunity to express their sincere appreciation to the employees, shareholders, customers, bankers, suppliers and other business associates for the excellent support and cooperation extended by them.

Your Directors gratefully acknowledge the sustained cooperation and support provided by the Central and State Governments, Stock Exchanges, SEBI, RBI and other Regulatory Bodies.

	For and on behalf of the Board
	Sd/-	Sd/-
	Challa Srishant	B. Mohan Krishna
	Managing Director	Executive Director
	DIN: 00016035	DIN: 03053172
Place: Hyderabad
Date : July 21, 2025