CCL Products India Ltd Directors Report

FOR THE FINANCIAL YEAR 2025-26

The Board of Directors is pleased to present your Companys report on business and operations along with audited financial statements (standalone and consolidated) for the financial year ended March 31, 2026.

Financial Highlights & State of Affairs a. The financial highlights of your Company for the year ended March 31, 2026, on Standalone and Consolidated basis are summarized below:

i) Standalone basis

(Rs. in Lakhs)

Particulars	FY 2025-2026	FY 2024-2025
Revenue from operations	2,21,605	1,71,800
Profit for the year (before Interest, Depreciation & Tax)	47,407	24,796
Less:
Interest	6,900	6,881
Depreciation	5,595	4,870
Provision for Taxation (including deferred tax)	6,193	3,815
Net Profit	28,719	9,230

ii) Consolidated basis

(Rs. in Lakhs)

Particulars	2025-2026	2024-2025
Revenue from operations	4,45,737	3,10,575
Profit for the year (before Interest, Depreciation & Tax)	74,137	56,355
Less:
Interest	12,875	11,283
Depreciation	15,193	9,846
Provision for Taxation (including deferred tax)	7,259	4,192
Net Profit	38,810	31,034

As evident from the tables above, your Company recorded another year of remarkable success. Whether in terms of operational revenue or in terms of profitability, your Company has logged historical increase over its previous years figures.

If analysed on a Standalone basis, your Company recorded a turnover of Rs. 2,21,605 Lakhs for the FY 2025-26, thus registering a growth of approx. 30% vis a vis the previous years turnover of Rs. 1,71,800 Lakhs.

The Net profit for the FY 2025-26 registered a growth of more than 200% over its previous years figures, supported by a dividend income of Rs. 16,284.02 Lakhs received from M/s. Ngon Coffee Company Limited during the year.

At a consolidated level, the turnover stood at

4,45,737 Lakhs and the net profit stood at 38,810 Lakhs. The turnover registered a growth of more than 43% andtheNetProfitincreased by 25% over es for the FY 2024-25. figur therespective b. Capex

Your Company has spent an amount of Rs. 34.75 Crores towards its capital expenditure requirements.

c. Business Review :

FY 2025–26 continued to be a year of dynamic operating environment, characterised by continued volatility in green coffee prices, evolving supply conditions, competitive pressures and geopolitical uncertainties. Despite these challenges, your Company demonstrated strong operational resilience, sustaining its growth momentum and profitability. Capacity expansions completed in the previous year are now strengthening the Companys ability to meet growing customer demand and support its next phase of growth.

During the year, the Company continued to strengthen its product mix and value proposition, with increased focus on value-added coffee formats, product innovation and differentiated offerings across markets. This approach enabled the Company to address diverse consumer and customer requirements while strengthening its market position across its global portfolio.

d. Global Coffee Scenario

FY 2025–26 witnessed continued volatility in the global coffee market, with prices remaining elevated despite signs of improving supply conditions and some moderation from the exceptionally high levels seen in the first 3 quarters. Global coffee trade remained resilient, supported by sustained underlying demand, although weather-related risks, geopolitical developments and supply-chain disruptions continued to create uncertainty. Looking ahead, global coffee demand is expected to remain resilient, supported by evolving consumption patterns, increasing penetration of instant and convenient coffee formats, product innovation and growth across emerging markets. At the same time, climate change and supply-side constraints remain important structural considerations for the industry. These dynamics continue to create opportunities for companies with strong sourcing capabilities, manufacturing flexibility, global scale and the ability to address diverse consumer and customer requirements.

In the Indian domestic market, the branded business maintained healthy growth, supported by increasing consumer engagement across e-commerce and direct-to-consumer (D2C) channels. These developments, together with continued investments in quality, innovation and brand building, provide a strong foundation for sustainable long-term growth.

Dividend

As you are aware, an interim dividend of Rs. 2.75/- per equity share of nominal value Rs. 2/- each was paid during the FY 2025-26. Further, your Board of Directors has recommended a finaldividend of Rs. 3/- per equity share, i.e., 150% of nominal value Rs. 2/- per share, in its meeting held on May 07, 2026, 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. 76,77,85,540. For the FY 2024-25, your Company paid

5/- per equity share, whereas for the FY 2025-26, the total dividend ( i.e., interim dividend of Rs. 2.75/- per equity share and a finalDividend of dividend of Rs. 3/- per equity share) aggregates to Rs. 5.75/- per equity share, thus an increase of 15% in terms of per share dividend.

The record date for the purpose of payment of final for the financial year ended March 31, 2026, has been fixed

September 1, 2026. 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 Reserves

No amount has been transferred to reserves during the year except 54.27 lakhs (FY 90.69 lakhs) to ESOPs outstanding account.

Material Changes and Commitments

Save 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 2025-26 and the date of this report.

Share Capital

The paid-up Equity Share Capital of your Company as on March

31, 2026, stood at Rs. 2,670.56 Lakhs, comprising of 13,35,27,920 equity shares of face value of Rs. 2/- each (inclusive of 5,00,000 equity shares issued to CCL Employees Trust). During the year under review, there was no change in the paid-up share capital of your Company. Further, your Company has neither issued any shares with differential voting rights nor sweat equity, during the year under review.

Employee Stock Options

As you are aware, with an intent to promote the culture of employee ownership, create long term wealth in the hands of employees and to motivate and in turn to retain them in the competitive environment, your Company adopted a Scheme under the name and style “CCL Employee Stock Option Scheme

2022” (the CCL Scheme 2022/ the Scheme) for the benefitof 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 6000 options have been granted during the FY 2025-26 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 1,64,922 are available to be granted.

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”, in FY2022-23 to be eventually transferred to the employees pursuant to the said ESOP Plan.dividend Out of the said shares, the Trust has transferred 21,632 equity shares to its employees upon exercise of options, during the FY

2025-26 and 1,70,436 equity shares till March 31, 2026.

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 I to this Report and also available on Companys website and may be accessed at https://www. cclproducts.com/wp-content/uploads/2026/08/Disclosure-on-ESOPs-2025-26.pdf

It is confirmed that the Scheme is in compliance with the SEBI (Share Base 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 available for inspection by the members during the ensuing Annual General Meeting.

Subsidiary Companies

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, 2026, 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)

Associate Company

Your Company, towards its endeavor to consume renewable energy and reduce carbon emissions, has entered into an agreement with Mukkonda Renewables Private Limited, a subsidiary company floated as a (Special Purpose Vehicle (

SPV) by M/s. Ecoren Energy India Private Limited (“Ecoren”) to acquire 26% of its share capital (20.54% by CCL Products

(India) Limited and 5.46% by CCL Food and Beverages Private Limited). As of March 31, 2026, your Company has invested an amount of Rs. 2.87 Crores towards its share in the said Company.

The said investment is in terms of regulatory requirements under the applicable Indian Electricity Laws in order to become a Captive Power Consumer and also to align with the Governments renewable energy policy. Your Company intends to avail power to the extent of 7.9 MW under the group captive mode through the SPV.

Performance and contribution of each of the Subsidiary Companies & Associate Company

As per Rule 8 of Companies (Accounts) Rules, 2014, a report on the financial performance of the Subsidiary Companies & Associate Company for the financial year ended March 31,

2026, is summarized below:

i. Jayanti Pte Limited (Singapore)

Jayanti Pte Limited is a wholly owned subsidiary of your CompanyincorporatedinSingaporetoactasaninvestment vehicle for your Company and had no operations. 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	2025-2026	2024-2025
Revenue from operations	48,782	45,242
Profit for the year (before Interest, Depreciation & Tax)	109	683
Less:
Interest	12	149
Depreciation	114	106
Provision for Taxation	371	(25)
Net Profit	(388)	452

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. Subsequent upon the completion of capacity expansion, the enhanced capacity stands at 36,000 tonnes per annum and has become operational during the FY 2025-26. The operational performance of the Company, in brief, is hereunder:

(Rs. in Lakhs)

Particulars	2025-2026	2024-2025
Revenue from operations	2,03,217	1,29,941
Profit for the year (before Interest, Depreciation & Tax)	41,821	27,731
Less:
Interest	2,638	2,692
Depreciation	7,759	4,283
Provision for Taxation	-	-
Net Profit	31,423	20,756

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 Beverages Kiosks including “Coffee on Wheels”. The operational performance of the Company, in brief, is hereunder:

(Rs. in Lakhs)

Particulars	2025-2026	2024-2025
Revenue from operations	129.39	236.26
Profit for the year (before Interest, Depreciation & Tax)	(355.47)	(309.21)
Less:
Interest	103.68	89.33
Depreciation and other write offs	81.98	45.11
Provision for Taxation	-	(7.02)
Net Profit/Loss	(541.13)	(436.6)

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	2025-2026	2024-2025
Revenue from operations	26,326.42	13,601.99
Profit for the year (before Interest, Depreciation & Tax)	7,396.57	4,315.34
Less:
Interest	4,588.62	2,006.11
Depreciation and other write offs	1641.72	542.17
Provision for Taxation	639.06	391.97
Net Profit/Loss	527.17	1,375.09

vi. Mukkonda Renewables Private Limited

By virtue of your Company holding 26% stake in the share capital, Mukkonda Renewables Private Limited stands as an Associate of your Company. The Company was incorporated in India on July 18, 2025, in order to carry on the business of power generation through non-conventional energy sources. The Company is yet to commence its commercial operations. The performance of the Company, in brief, is hereunder:

(Rs. in Lakhs)

Particulars	2025-2026
Revenue from operations	-
Profit for the year (before Interest, Depreciation & Tax)	(0.72)
Less:
Interest	-
Depreciation	-
Provision for Taxation	-
Net Profit/Loss	(0.72)

The statement containing the salient features of the financial statement of subsidiaries and associate as per sub-section (3) of Section 129 of the Act in Form AOC-1 is annexed as Annexure II 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, 2026, form part of the

Annual Report.

Further, we undertake that the annual accounts of the subsidiary & associate 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 & associate companies shall also be kept open for inspection by any shareholder at our

Registered office.

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 of its 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 S.A. 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:

Your Company does not have any 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 subsidiary 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. As detailed above, Mukkonda Renewables Private Limited has become an associate company of your Company during the year review.

Listing of Equity Shares

Your Companys equity shares stand 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 2026-27.

Corporate Social Responsibility

As part of its Corporate Social Responsibility (CSR), your Company has been undertaking and supporting various initiatives, including contributions to old age homes and orphanages, promotion of education and healthcare activities, infrastructure and development of identified rural areas surrounding its factories in Guntur District, Tirupati District and Alluri Sitharama Raju District; women empowerment and skill development programs in rural areas around Hyderabad and Tirupati District.

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 III 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/2025/04/CSR-Policy.pdf.

Further, pursuant to the provisions of Section 135 of the Act, your Company was required to spend an amount of Rs. 316.29 Lakhs towards CSR Activities. However, during the financial year, your Company has spent a total amount of Rs. 384.69 Lakhs towards various CSR activities and hence the excess for the amount of Rs. 68.39 Lakhs is available for set-off against the amount required to be spent upto immediate 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 Companys policies, safeguarding 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

As you are aware, M/s. Ramanatham & Rao, Chartered

Accountants (FRN: 2934S), was appointed to the office of the

Statutory Auditors of your Company at the 61st Annual General Meeting held on August 30, 2022, for a period of 5 years, i.e., to hold their office till the conclusion of 66 th Annual General Meeting. In view of the said, M/s. Ramanatham & Rao shall continue to hold their office for the FY 2026-27. The Statutory Auditors have confirmed their independence and that they are not disqualified from continuing as the 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 AGM held on August 14, 2025.

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 2025-26 and has been reappointed to the said office for the FY 2026-27.

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

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 2026-27 at a remuneration of Rs. 3,50,000. 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 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 for the financial year 2025-26. 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 Statutory 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) as the Secretarial Auditor of your Company at the 64th Annual General Meeting held on August 14, 2025, for a period of 5 (Five) consecutive financial years i.e., from the FY

2025-26 to FY 2029-30. The Secretarial Audit Report issued by M/s. P. S. Rao & Associates for the FY 2025-26 is enclosed as Annexure IV with this Report.

The Secretarial Auditors have confirmed that they are a

Reviewed Practice Unit as per Regulation 24A of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015, and that they are not disqualified from continuing as the

Secretarial auditors of your Company.

The Secretarial Auditors reports does not contain any qualifications, reservations or any, adverse remarks.

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 applicable clauses of the Secretarial Standards (SS-1, SS-2 and SS-3) 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 the 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 Regulation. 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 names are 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 (including 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

As on the date of this Report, the following are the Key

Managerial Personnel (KMP) of your Company as required under Section 203 of the Act.:

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, Sri S. V. Ramchandra Rao, Non-Executive Director and Sri Challa Rajendra Prasad, Executive Director of your Company retired by rotation in the 64th AGM and were reappointed thereat.

Further, Smt. Challa Shantha Prasad, Non-Executive Director and Sri B. Mohan Krishna, 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

As already informed, Sri Challa Rajendra Prasad

(DIN: 00702292) was re-appointed to the office of Executive Chairman by the Board with effect from April 01, 2026 in its meeting held on

July 21, 2025. Subsequently, at the 64th AGM, the members approved the re-appointment of Sri Challa Rajendra Prasad

(DIN: 00702292) to the office of Executive Chairman of the Company for another term of 5 years i.e., from April 01, 2026 to March 31, 2031.

v. Directorsand

As per the requirements of Regulation 25(10) of the Listing

Regulations, your Company has taken Directors and

Officers insurance policy for all its independent directors.

Meetings of the Board

Six 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 comprise 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 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 Directors Appointment, 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 may be inducted on the Board and who may be appointed in senior management of your Company, recommend to the Board their appointment and removal. The Committee shall carry out evaluation of every Directors 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 accordance with the terms of reference prescribed by the 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 V 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 of 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 2025-26, 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 any other Subsidiaries.

Brief terms of Nomination and Remuneration Policy 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:

In terms of SEBI Regulations, formal familiarization programs were conducted by the Company for its Independent Directors.

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. 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 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/2026/04/Details-of-Familiarization-programmes-imparted-to-Independent-Directors.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 Boards 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.

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.

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.

Further, performance evaluation criteria for the independent directors is disclosed in the Report on Corporate Governance forming part of this Annual Report.

The Directors have 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, 2026, falling 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. Your Company has not provided any security as contemplated under Section 186 of the Act.

Public Deposits

Your Company has neither accepted nor renewed any 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, there were no outstanding deposits at the beginning of the year or at any time during the financial year under review. Accordingly, no disclosure is required pursuant to Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014. Further, the Company has not borrowed any amounts from its directors during the financial year, and no amounts were outstanding in this regard as on March 31, 2026

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 2025-26 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 2025-26 have been prepared on a going concern basis. v) Thatfinancial controls were in place proper internal 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 contemplated in the Act, the Rules prescribed thereunder and the Listing Regulations is implemented through your Companys 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/2025/04/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

The related party transactions entered into during the financial year were on an arms length basis and in the ordinary course of business and were in compliance with the provisions of the Companies Act, 2013 and the applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) related Regulations, 2015. There are no materially significant 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 VI 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.

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

S. No	In the accounts of	Particulars	Amount at the year ended 2025-26 ()	Maximum amount of Loans/Advances/ Investments outstanding during the year 2025-26 ()
1	CCL Products (India) Limited (Holding Company)	(i) Loans/advances to subsidiaries - CCL Food and Beverages Private Limited (Wholly owned subsidiary) - Continental Coffee Private Ltd	*173.07 Crores	173.07 Crores
		(Wholly owned subsidiary)	17.45 Crores	17.45 Crores
		(ii) Loans/advances to associates	NIL	NIL
		(iii) Loans/advances to firms/ companies in which Directors are interested	NIL	NIL
2	CCL Products (India) Limited (Holding Company)	Investment by the Loanee in the shares of parent company and subsidiary company, when the company has made a loan or advance in the nature of loan	NA	NA

*Inclusive of Rs. 79 crores towards investment in 0.1% 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/2026/08/MGT-7-2025-26.pdf

Management Discussion & Analysis

The Management Discussion and Analysis Report for the financial year under review, as stipulated of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented as a separate section and forms part of this Annual Report as Annexure VII.

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 (IEPF)

Pursuant to the provisions of Section 124 (5) of the Act, an amount of Rs. 2,61,409/- (i.e, pertaining to final dividend for FY 2017-18) which remained unclaimed for a period of seven years has been transferred by your Company from its unpaid dividend account to the IEPF established by the Central Government, during the financialyear 2025-26. Further, subsequent to the close of financialyear, an amount of 3,44,444.75/- (i.e., pertaining to interim dividend FY 2018-

19) remaining unclaimed for a period of seven years, was also transferred by your Company from its unpaid dividend account to the IEPF.

Transfer of unclaimed shares to Investor Education and Protection Fund (IEPF)

Pursuant to the provisions of Section 124 of the Act, all the shares in respect of which dividend had not been paid or claimed for seven consecutive years or more (“unclaimed shares”) upto and including the financial year 2017-18, were transferred by your Company in the name of IEPF during the financial year 2025-26 and the statement containing such details, as may be prescribed, is placed on the website of your Company.

Further, subsequent to the close of financial year, the unclaimed shares, arising on account of interim dividend for the financial year 2018-19 which remained unclaimed, were also transferred by your Company in the name of IEPF.

Information in respect of unclaimed dividend and due dates for transfer to the IEPF are given below:

S.No	For the Financial year	Dividend	Date of Declaration	Due date for transfer unclaimed amounts to IEPF
1	2018-19 (Final dividend)	87.5%	07.08.2019	11.10.2026
2	2019-20 (First interim dividend)	100%	27.01.2020	31.03.2027
3	2019-20 (Second interim dividend)	150%	26.02.2020	30.04.2027
4	2020-21 (Interim dividend)	100%	20.10.2020	24.12.2027
5	2020-21 (Final dividend)	100%	26.08.2021	30.10.2028
6	2021-22 (Interim dividend)	150%	19.01.2022	23.03.2029
7	2021-22 (Final dividend)	100%	30.08.2022	03.10.2029
8	2022-23 (Interim dividend)	150%	18.01.2023	22.03.2030
9	2022-23 (Final dividend)	125%	22.08.2023	26.10.2030
10	2023-24 (Interim dividend)	125%	05.02.2024	11.04.2031
11	2023-24 (Final dividend)	100%	20.09.2024	24.11.2031
12	2024-25 (Final dividend)	250%	14.08.2025	18.10.2032
13	2025-26 (Interim dividend)	137.50%	04.02.2026	11.04.2033

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 VIII to this report.

Corporate Governance

Your Company endeavors to bring more transparency in the conduct of its business and set benchmarks for itself in the areas of Corporate Governance. As per the requirements of Regulation 34 (3) of the Listing Regulations, a report on Corporate Governance for the year 2025-26 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 owes its existence to its employees. Keeping this in hindsight, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered, and the work environment propels them to achievehigherlevelsofperformance.Theunflinchingcommitment of the employees is the driving force behind your Companys 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 Complaints 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 related to the Maternity Benefits Act, 1961.

Your Company complies with the provisions of the Maternity Benefits 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 the 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 IX to this report.

Business Responsibility and Sustainability Report

Pursuant to the amended Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability

Report (BRSR) of your Company and the Assurance Report for the financial this Annual Report and is annexed herewith as Annexure X.

Green initiative

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.

Significant or material orders passed by the regulators or Courts or Tribunals

There are no significant or material orders passed by the 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 theendofthefinancialyear:

No application was made or any proceedings pending under the IBC, 2016 during the year ended on March 31, 2026.

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

Acknowledgments

Your Board of Directors places on record its sincere appreciation for the continued support and cooperation extended by the Companys business partners, suppliers, vendors, customers and other stakeholders. The Board also acknowledges, with gratitude, the dedication and commitment of the employees at all levels, whose contributions have been instrumental in the Companys performance.

Your Board gratefully acknowledge the sustained co-operation 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 27, 2026