The Board of Directors is pleased to present your Company'sreport on business and operations along with audited financialstatements (standalone and consolidated) for the financialyear ended March 31, 2026.
Financial Highlights & State of Affairs
a. The financial highlights of your Company for the yearended March 31, 2026, on Standalone and Consolidatedbasis are summarized below:
i) Standalone basis
(' in Lakhs)
Particulars
FY
2025-2026
2024-2025
Revenue from operations
2,21,605
1,71,800
Profit for the year (beforeInterest, 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
Revenue fromoperations
4,45,737
3,10,575
Profit for the year(before Interest,Depreciation & Tax)
74,137
56,355
12,875
11,283
15,193
9,846
7,259
4,192
38,810
31,034
As evident from the tables above, your Companyrecorded another year of remarkable success.Whether in terms of operational revenue or in termsof profitability, your Company has logged historicalincrease over its previous year's figures.
I f analysed on a Standalone basis, your Companyrecorded a turnover of ' 2,21,605 Lakhs for the FY2025-26, thus registering a growth of approx. 30% visa vis the previous years turnover of ' 1,71,800 Lakhs.The Net profit for the FY 2025-26 registered a growthof more than 200% over its previous year's figures,supported by a dividend income of ' 16,284.02Lakhs received from M/s. Ngon Coffee CompanyLimited during the year.
At a consolidated level, the turnover stood at' 4,45,737 Lakhs and the net profit stood at ' 38,810Lakhs. The turnover registered a growth of morethan 43% and the Net Profit increased by 25% overthe respective figures for the FY 2024-25.
b. Capex
Your Company has spent an amount of ' 34.75 Crorestowards its capital expenditure requirements.
c. Business Review :
FY 2025-26 continued to be a year of dynamic operatingenvironment, characterised by continued volatility in greencoffee prices, evolving supply conditions, competitivepressures and geopolitical uncertainties. Despitethese challenges, your Company demonstrated strongoperational resilience, sustaining its growth momentumand profitability. Capacity expansions completed in theprevious year are now strengthening the Company's abilityto meet growing customer demand and support its nextphase of growth.
During the year, the Company continued to strengthen itsproduct mix and value proposition, with increased focuson value-added coffee formats, product innovation anddifferentiated offerings across markets. This approachenabled the Company to address diverse consumer andcustomer requirements while strengthening its marketposition across its global portfolio.
d. Global Coffee Scenario
FY 2025-26 witnessed continued volatility in theglobal coffee market, with prices remaining elevateddespite signs of improving supply conditions and somemoderation from the exceptionally high levels seen in thefirst 3 quarters. Global coffee trade remained resilient,supported by sustained underlying demand, althoughweather-related risks, geopolitical developments andsupply-chain disruptions continued to create uncertainty.
Looking ahead, global coffee demand is expected toremain resilient, supported by evolving consumptionpatterns, increasing penetration of instant and convenientcoffee formats, product innovation and growth across
emerging markets. At the same time, climate changeand supply-side constraints remain important structuralconsiderations for the industry. These dynamics continueto create opportunities for companies with strongsourcing capabilities, manufacturing flexibility, globalscale and the ability to address diverse consumer andcustomer requirements.
In the Indian domestic market, the branded businessmaintained healthy growth, supported by increasingconsumer engagement across e-commerce and direct-to-consumer (D2C) channels. These developments, togetherwith continued investments in quality, innovation andbrand building, provide a strong foundation for sustainablelong-term growth.
Dividend
As you are aware, an interim dividend of ' 2.75/- per equity shareof nominal value ' 2/- each was paid during the FY 2025-26.
Further, your Board of Directors has recommended afinal dividend of ' 3/- per equity share, i.e., 150% ofnominal value ' 2/- per share, in its meeting held on May07, 2026, subject to the approval of the members in theforthcoming Annual General Meeting. If approved, thecash outflow on account of dividend for the said year willbe ' 76,77,85,540. For the FY 2024-25, your Company paid' 5/- per equity share, whereas for the FY 2025-26, the totaldividend ( i.e., interim dividend of ' 2.75/- per equity share anda final Dividend of dividend of ' 3/- per equity share) aggregatesto ' 5.75/- per equity share, thus an increase of 15% in terms ofper share dividend.
The record date for the purpose of payment of final dividendfor the financial year ended March 31, 2026, has been fixed asSeptember 1, 2026. The dividend will be disbursed subject todeduction of Income tax at applicable rates as per provisionsof the Income Tax Act.
As per Regulation 43A of the Listing Regulations, yourCompany has framed a Dividend Distribution Policy, whichmay 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 yearexcept '54.27 lakhs (FY '90.69 lakhs) to ESOPs outstandingaccount.
Material Changes and Commitments
Save and except as discussed and stated in this Report, thereare no material changes and commitments affecting thefinancial position of your Company that have occurred betweenthe 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 March31,2026, stood at ' 2,670.56 Lakhs, comprising of 13,35,27,920equity shares of face value of ' 2/- each (inclusive of 5,00,000equity shares issued to CCL Employees Trust). During the yearunder review, there was no change in the paid-up share capitalof your Company. Further, your Company has neither issuedany 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 ofemployee ownership, create long term wealth in the hands ofemployees and to motivate and in turn to retain them in thecompetitive environment, your Company adopted a Schemeunder the name and style "CCL Employee Stock Option Scheme- 2022" (the CCL Scheme 2022/ the Scheme) for the benefit ofits employees and the employees of its subsidiaries. The saidScheme is in force.
Further, as you are aware, consequent to the implementationof the Scheme of Arrangement between Continental CoffeePrivate Limited, Demerged Company and CCL Products (India)Limited, Resulting Company, the CCL ESOP Scheme has a poolof 5,00,000 options. Out of the said pool, a total of 6000 optionshave been granted during the FY 2025-26 and 4,74,310 optionshave been granted till the date of this Report. After taking intoconsideration the lapsed / forfeited options, a total of 1,64,922are available to be granted.
Further, as you are also aware, the Company had allotted5,00,000 (Five Lakh) equity shares of ' 2/- each at a price of ' 2/-to M/s "CcL Employees Trust", in FY2022-23 to be eventuallytransferred to the employees pursuant to the said ESOP Plan.Out of the said shares, the Trust has transferred 21,632 equityshares to its employees upon exercise of options, during the fY2025-26 and 1,70,436 equity shares till March 31,2026.
Further, information pursuant to Section 62 of the CompaniesAct, 2013 read with Rules made thereunder and details of theScheme as specified in Part F of Schedule - I of SEBI (ShareBased Employee Benefits and Sweat Equity) Regulations, 2021are provided as Annexure I to this Report and also availableon Company's 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 changeswere made to the Scheme.
Certificate has been obtained from M/s. P S. Rao & Associates,Company Secretaries, confirming that the Scheme has beenimplemented in accordance with the SEBI Regulations andit will be available for inspection by the members during theensuing Annual General Meeting.
Subsidiary Companies
The subsidiary companies situated in India and outside Indiacontinue to contribute to the business and overall performanceof your Company. As of March 31,2026, your Company has thefollowing 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 renewableenergy and reduce carbon emissions, has entered into anagreement with Mukkonda Renewables Private Limited, asubsidiary 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 PrivateLimited). As of March 31,2026, your Company has invested anamount of ' 2.87 Crores towards its share in the said Company.The said investment is in terms of regulatory requirementsunder the applicable Indian Electricity Laws in order tobecome a Captive Power Consumer and also to align with theGovernment's renewable energy policy. Your Company intendsto avail power to the extent of 7.9 MW under the group captivemode through the SPV.
Performance and contribution of each of the SubsidiaryCompanies & Associate Company
As per Rule 8 of Companies (Accounts) Rules, 2014, a reporton 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 yourCompany incorporated in Singapore to act as an investmentvehicle for your Company and had no operations. Henceno operational performance is reported.
ii. Continental Coffee SA (Switzerland)
Continental Coffee SA is a wholly owned subsidiary ofyour Company incorporated in Switzerland. It has anagglomeration and packing unit. Operational performanceof the Company, in brief is as hereunder:
48,782
45,242
109
683
12
149
114
106
Provision for Taxation
371
(25)
(388)
452
iii. Ngon Coffee Company Limited (Vietnam)
Ngon Coffee Company Limited is a wholly ownedsubsidiary of your Company incorporated inVietnam. It has an instant coffee manufacturingunit. Subsequent upon the completion of capacityexpansion, the enhanced capacity stands at 36,000tonnes per annum and has become operationalduring the FY 2025-26. The operational performanceof the Company, in brief, is hereunder:
2,03,217
1,29,941
Profit for the year (before
41,821
27,731
Interest, Depreciation &
Tax)
2,638
2,692
7,759
4,283
-
31,423
20,756
iv. Continental Coffee Private Limited
Continental Coffee Private Limited is a wholly ownedsubsidiary of your Company, incorporated in India.The Company is into the business of Food andBeverages Kiosks including "Coffee on Wheels". Theoperational performance of the Company, in brief, ishereunder:
129.39
236.26
(355.47)
(309.21)
103.68
89.33
Depreciation and otherwrite offs
81.98
45.11
(7.02)
Net Profit/Loss
(541.13)
(436.6)
. CCL Food and Beverages Private Limited
CCL Food and Beverages Private Limited is a whollyowned subsidiary of your Company, incorporatedin India. The Company is into the business ofspray dried instant coffee manufacturing. Theperformance of the Company, in brief, is hereunder:
26,326.42
13,601.99
7,396.57
4,315.34
4,588.62
2,006.11
1641.72
542.17
639.06
391.97
527.17
1,375.09
vi. Mukkonda Renewables Private Limited
By virtue of your Company holding 26% stake in theshare capital, Mukkonda Renewables Private Limitedstands as an Associate of your Company. TheCompany was incorporated in India on July 18, 2025,in order to carry on the business of power generationthrough non-conventional energy sources. TheCompany is yet to commence its commercialoperations. The performance of the Company, inbrief, is hereunder:
Profit for the year (before Interest,Depreciation & Tax)
(0.72)
The statement containing the salient features of thefinancial statement of subsidiaries and associate asper sub-section (3) of Section 129 of the Act in FormAOC-1 is annexed as Annexure II to this report.
Consolidated Financial Statements
The Consolidated Financial Statements are preparedin accordance with Indian Accounting Standards(Ind AS) as per the Companies (Indian AccountingStandards) Rules, 2015 notified under Section 133of the Companies Act, 2013 and other relevantprovisions of the Act.
The Consolidated Financial Statements for thefinancial year ended March 31,2026, form part of theAnnual Report.
Further, we undertake that the annual accountsof the subsidiary & associate companies and therelated detailed information will be made availableto the shareholders seeking such information atany point of time. Further, the annual accounts ofthe subsidiary & associate companies shall also bekept open for inspection by any shareholder at ourRegistered office.
Further, pursuant to the provisions of Section 136 ofthe Act, the financial statements of your Company,consolidated financial statements along withrelevant documents and separate audited financialstatements of its subsidiaries, are available on thewebsite of your Company at www.cclproducts.com.
The policy for determining material subsidiaries isavailable on the website of your Company whichmay 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 CompanyLimited are material subsidiaries in terms of ListingRegulations.
Companies which have become or ceased to be thesubsidiaries, joint ventures or associate companies during theyear:
Your Company does not have any joint venture Company fallingwithin the definition under the Companies Act, 2013. Further,during the year under review, there was no instance of anyexisting wholly owned subsidiary of the Company ceasing to beas such, or any company becoming its subsidiary. Thus, therewas no change in the list of wholly owned subsidiaries of theCompany. As detailed above, Mukkonda Renewables PrivateLimited has become an associate company of your Companyduring the year review.
Listing of Equity Shares
Your Company's equity shares stand listed on the followingStock Exchanges:
(i) BSE Limited, Phiroze JeeJeebhoy Towers, Dalal Street,Mumbai- 400001, Maharashtra, India. It is traded with thecode "519600" and
(ii) National Stock Exchange of India Limited, ExchangePlaza, Plot No. C/1, G Block, Bandra-Kurla Complex,Bandra (East), Mumbai - 400051, Maharashtra, India. It istraded with the code "CCL".
Your Company has paid the Annual Listing Fees to the saidStock Exchanges for the Financial Year 2026-27.
Corporate Social Responsibility
As part of its Corporate Social Responsibility (CSR), yourCompany has been undertaking and supporting variousinitiatives, including contributions to old age homes andorphanages, promotion of education and healthcare activities,infrastructure and development of identified rural areassurrounding its factories in Guntur District, Tirupati District andAlluri Sitharama Raju District; women empowerment and skilldevelopment programs in rural areas around Hyderabad andTirupati District.
Your Company has a Policy on Corporate Social Responsibility(CSR). The Annual Report on CSR activities as per theCompanies (Corporate Social Responsibility Policy) Rules,2014 is annexed herewith as Annexure III to this report. TheCSR Policy is posted on the website of your Company andthe 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 ' 316.29Lakhs towards CSR Activities. However, during the financialyear, your Company has spent a total amount of ' 384.69 Lakhstowards various CSR activities and hence the excess amountof ' 68.39 Lakhs is available for set-off against the amountrequired to be spent upto immediate succeeding three (3)financial years.
Internal Control Systems & their adequacy
The Board has adopted policies and procedures for ensuringthe orderly and efficient conduct of its business, includingadherence to your Company's policies, safeguarding its assets,prevention and detection of frauds and errors, accuracy andcompleteness of the accounting records, and timely preparationof reliable financial disclosures. The Board has ensured thatthere are adequate Internal Financial Controls commensuratewith the size, nature of operations and requirements.
Statutory Auditors & their Report
As you are aware, M/s. Ramanatham & Rao, CharteredAccountants (FRN: 2934S), was appointed to the office of theStatutory Auditors of your Company at the 61st Annual GeneralMeeting held on August 30, 2022, for a period of 5 years, i.e.,to hold their office till the conclusion of 66th Annual GeneralMeeting. In view of the said, M/s. Ramanatham & Rao shallcontinue to hold their office for the FY 2026-27. The StatutoryAuditors have confirmed their independence and that theyare not disqualified from continuing as the auditors of yourCompany.
The standalone and the consolidated financial statements ofyour Company have been prepared in accordance with Ind ASnotified under Section 133 of the Act. The Statutory Auditor'sreports do not contain any qualifications, reservations, adverseremarks, matters of emphasis or disclaimers.
The Statutory Auditors were present in the AGM held on August14, 2025.
Internal Auditors
Pursuant to the provisions of Section 138 of the CompaniesAct, 2013 and the Rules made thereunder, M/s. Brahmayya& Co., Chartered Accountants, Bengaluru, held the office ofInternal Auditors of the Company for the FY 2025-26 and hasbeen reappointed to the said office for the FY 2026-27.
The internal audit reports and the suggestions made on aquarterly 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 AuditCommittee, has appointed M/s. M P R & Associates, CostAccountants, Hyderabad as the Cost Auditors of your Companyto carry out the cost audit of the products manufacturedby your Company during the financial year 2026-27 at aremuneration of ' 3,50,000. The remuneration payable to thecost auditor is required to be placed before the membersin the general meeting for their ratification. Accordingly, aresolution seeking members' ratification for the remunerationpayable to M/s. M P R & Associates, Cost Accountants, isincluded 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 Costauditors have audited and expressed satisfaction about themaintenance of cost audit records, internal controls and issuedan 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 CostAuditor of your Company is in accordance with the limitsspecified under Section 141 of the Companies Act, 2013 andthe Rules framed thereunder.
Reporting of Frauds
During the year under review, there was no instance of fraud,misappropriation which required the Statutory Auditors toreport to the Audit Committee and/or Board under Section143(12) of the Companies Act, 2013 and the rules madethereunder.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act and TheCompanies (Appointment and Remuneration of ManagerialPersonnel) 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 the64th Annual General Meeting held on August 14, 2025, for aperiod of 5 (Five) consecutive financial years i.e., from the FY2025-26 to Fy 2029-30. The Secretarial Audit Report issued byM/s. P S. Rao & Associates for the FY 2025-26 is enclosed asAnnexure IV with this Report.
The Secretarial Auditors have confirmed that they are a PeerReviewed 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 theSecretarial auditors of your Company.
The Secretarial Auditor's reports does not contain anyqualifications, reservations or any, adverse remarks.
Secretarial Standards
Your Company has devised proper systems to ensurecompliance with the provisions of all applicable SecretarialStandards issued by the Institute of Company Secretaries ofIndia and that such systems are adequate and are operatingeffectively. During the year under review, your Companyhas complied with the applicable clauses of the SecretarialStandards (SS-1, SS-2 and SS-3) issued by The Institute ofCompany Secretaries of India.
Directors & Key Managerial Personnel
The Board of directors of your Company has an optimumcombination of Executive, Non-Executive and IndependentDirectors including Woman Directors.
i. Independent Directors
In terms of Section 149 of the Act and the ListingRegulations, Sri K. V. Chowdary, Sri. Durga Prasad Kode,Smt. Kulsoom Noor Saifullah, Dr. Krishnanand Lanka andSri Sudhakar Ambati are the Independent Directors of theCompany as on the date of this Report.
All the Independent Directors of your Company havegiven declarations under Section 149(7) of the Act, thatthey meet the criteria of independence as laid downunder Section 149(6) of the Act and Regulation 16(1)(b)of the Listing Regulation. In terms of Regulation 25(8) ofthe Listing Regulations the Independent Directors haveconfirmed that they are not aware of any circumstance orsituation, which exists or may be reasonably anticipated,that could impair or impact their ability to discharge theirduties with an objective, independent judgement andwithout any external influence.
In terms of Section 150 of the Act read with Rule 6 of theCompanies (Appointment and Qualification of Directors)Rules, 2014, as amended, all the Independent Directors'names are included in the data bank of IndependentDirectors maintained with the Indian Institute of CorporateAffairs.
I n the opinion of the Board, the Independent Directorspossess the requisite expertise (including proficiency)and are persons of high integrity and repute. They fulfil theconditions specified in the Act as well as the Rules madethereunder and are independent of the Management.
ii. Key Managerial Personnel
As on the date of this Report, the following are the KeyManagerial Personnel (KMP) of your Company as requiredunder 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
I n accordance with the provisions of Section 152 of theAct, Sri S. V. Ramchandra Rao, Non-Executive Directorand Sri Challa Rajendra Prasad, Executive Director of yourCompany retired by rotation in the 64th AGM and were re¬appointed thereat.
Further, Smt. Challa Shantha Prasad, Non-ExecutiveDirector and Sri B. Mohan Krishna, Executive Director ofyour Company, retire by rotation in the ensuing AGM andbeing 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 officeof Executive Chairman by the Board with effectfrom April 01, 2026 in its meeting held on
July 21,2025. Subsequently, at the 64th AGM, the membersapproved the re-appointment of Sri Challa Rajendra Prasad(DIN: 00702292) to the office of Executive Chairman ofthe Company for another term of 5 years i.e., from April 01,2026 to March 31, 2031.
v. Directors and Officers Insurance ('D&O')
As per the requirements of Regulation 25(10) of the ListingRegulations, your Company has taken Directors andOfficers insurance policy for all its independent directors.
Meetings of the Board
Six meetings of the Board of Directors were held during theyear. The details of the Board and Committee meetings andIndependent Directors' meeting are given in the CorporateGovernance Report which forms part of this Annual Report.
Your Company has also adopted Governance Guidelines onBoard Effectiveness which comprise the aspects relatingto composition of board and committees, tenure of office ofdirectors, nomination, appointment, development of directors,code of conduct, effectiveness of board and committees,review and their mandates.
Committeesi. Audit Committee
The Board has in place, a duly constituted AuditCommittee as per the provisions of Section 177 of the Actand the Listing Regulations. The composition, attendance,powers and role of the Audit Committee are included inthe Corporate Governance Report which forms part ofthis Annual Report. All the recommendations made by theAudit Committee were accepted by the Board of Directors.
ii. Other Committees
Apart from the Audit Committee, the Board has alsoconstituted the following committees, in accordancewith the provisions of the Act and the Listing Regulationsas applicable, which are in place and discharging theirfunctions as per terms of reference entrusted by theBoard:
• Nomination and Remuneration Committee /Compensation Committee
• Stakeholders Relationship Committee
• CorporateSocial Responsibility Committee
• Risk Management Committee
The composition, attendance, powers and role of theCommittees are included in the Corporate GovernanceReport which forms part of this Annual Report.
Policy on Director's Appointment, Remuneration and other
matters
(a) Procedure for Nomination and Appointment of Directors:
The Nomination and Remuneration Committee has beenformed in compliance with Regulation 19 of the ListingRegulations and pursuant to Section 178 of the Act. Themain object of this Committee is to identify personswho may be inducted on the Board and who may beappointed in senior management of your Company,recommend to the Board their appointment and removal.The Committee shall carry out evaluation of every Director'sperformance, recommend the remuneration package ofboth the Executive and the Non-Executive Directors on theBoard and also the remuneration of Senior Management,one level below the Board. The Committee reviews theremuneration package of the Executive Director(s), makesappropriate recommendations to the Board and acts inaccordance with the terms of reference prescribed by thethe Board from time to time.
On the recommendation of the Nomination andRemuneration Committee, the Board has adopted andframed a Remuneration Policy for the Directors, KeyManagerial Personnel and other Employees pursuantto the provisions of the Act and the Listing Regulationswhich is enclosed as Annexure V and the same isavailable on the website of your Company which may beaccessed at https://www.cclproducts.com/wp-content/uploads/2025/04/Nomination-and-Remuneration-Policy.pdf.
The remuneration of Executive/Non-Executive Directorsis based on the recommendation of the Nomination andRemuneration Committee and approval of the Board ofDirectors. The Non-Executive Directors are compensatedby way of Commission as approved by the shareholdersand it is within the limits laid down by the CompaniesAct, 2013. The Non-Executive Directors are entitled tositting fees for attending meetings of the Board andthe Committees. The remuneration paid to Directors,Key Managerial Personnel and all other employees isin accordance with the Remuneration Policy of yourCompany.
The Managing Director and Executive Director of yourCompany being directors of Ngon Coffee CompanyLimited, Vietnam, wholly owned subsidiary, are eligiblefor profit based commission of 3% and 2.5% respectivelyfor the FY 2025-26, which is permissible under Section197(14) of the Act.
Except as mentioned above, neither the ManagingDirector nor any Whole Time Director of your Companyreceived any remuneration or commission from any otherSubsidiaries.
Brief terms of Nomination and Remuneration Policyand other matters provided in Section 178(3) of the Actand Regulation 19 of the Listing Regulations have beendisclosed in the Corporate Governance Report, whichforms part of this Report.
(b) Familiarization/ Orientation program for IndependentDirectors:
In terms of SEBI Regulations, formal familiarizationprograms were conducted by the Company for itsIndependent Directors.
The objective of these programs is to familiarizeIndependent Directors with the business of your Company,the industry in which your Company operates, businessmodel, challenges etc. through various means such asinteraction with subject matter experts, meetings withbusiness leads and functional heads on a regular basis.It is the general practice of your Company to notify thechanges in all the applicable laws to the Board of Directors,from time to time.
The details of such familiarization programs forIndependent Directors are posted on the website of yourCompany 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 ofits Committees and Individual Directors
Pursuant to the provisions of the Act and the Listing Regulations,the Board has carried out the annual performance evaluation ofits own performance, the Directors individually as well as theevaluation of the working of its Audit Committee, Nominationand Remuneration Committee and all other Committees.
A structured questionnaire was prepared after taking intoconsideration, the inputs received from the Directors, coveringvarious aspects of the Board's functioning such as adequacy ofthe composition of the Board and its Committees, Board culture,execution and performance of specific duties, obligations andgovernance.
A separate exercise was carried out to evaluate the performanceof individual Directors including the Chairman of the Board, whowere evaluated on parameters such as level of engagementand contribution, independence of judgment, safeguardingthe interest of your Company and its minority shareholdersetc. The performance evaluation of the Independent Directorswas carried out by the entire Board, excluding the IndependentDirector being evaluated.
The Nomination and Remuneration Committee reviewed theperformance of individual directors on the basis of criteriasuch as, contribution of the individual director to the Boardand Committee meetings, preparedness on the issues to bediscussed, meaningful and constructive contribution andinputs in meetings, etc.
In a separate meeting of Independent Directors, performanceof Non-Independent Directors, the Board as a whole andthe Chairman of your Company was evaluated, taking intoaccount the views of the Executive Director and Non-ExecutiveDirectors who also reviewed the performance of the SecretarialDepartment.
Further, performance evaluation criteria for the independentdirectors is disclosed in the Report on Corporate Governanceforming part of this Annual Report.
The Directors have expressed their satisfaction with theevaluation process.
Particulars of Loans, Guarantees and Investments
Details of Loans, Guarantees and Investments made duringthe Financial Year and / or outstanding as on March 31, 2026,falling under the provisions of Section 186 of the Act read withCompanies (Meetings of Board and its Powers) Rules, 2014,are provided in the notes to the Financial Statements. YourCompany has not provided any security as contemplated underSection 186 of the Act.
Public Deposits
Your Company has neither accepted nor renewed any depositsfrom the public within the meaning of Section 73 of the Act andthe Companies (Acceptance of Deposits) Rules, 2014 and assuch, no principal or interest was outstanding as on the date ofthe Balance sheet. Further, there were no outstanding depositsat the beginning of the year or at any time during the financialyear under review. Accordingly, no disclosure is requiredpursuant to Rule 8(5)(v) and (vi) of the Companies (Accounts)Rules, 2014. Further, the Company has not borrowed anyamounts from its directors during the financial year, and noamounts were outstanding in this regard as on March 31, 2026
Directors' Responsibility Statement
Pursuant to Section 134 (5) of the Act your Directors confirmthat to the best of their knowledge and belief and according tothe information and explanation obtained by them,
i) In the preparation of the annual accounts, the applicableaccounting standards have been followed along withproper explanation relating to material departures;
ii) Such accounting policies as mentioned in the notes tothe financial statements have been selected and appliedconsistently and judgements and estimates that arereasonable and prudent made so as to give a true and fairview of the state of affairs of your Company at the end ofthe financial year 2025-26 and of the profit or loss of yourCompany for that period;
iii) Proper and sufficient care has been taken for themaintenance of adequate accounting records inaccordance with the provisions of the Companies Act,2013 for safeguarding the assets of your Company andfor preventing and detecting fraud and other irregularities;
iv) The annual accounts for the year 2025-26 have beenprepared on a going concern basis.
v) That proper internal financial controls were in placeand that the financial controls were adequate and wereoperating effectively.
vi) That systems to ensure compliance with the provisions ofall applicable laws were in place and were adequate andoperating effectively.
Vigil Mechanism / Whistle Blower Policy
The Vigil Mechanism as contemplated in the Act, theRules prescribed thereunder and the Listing Regulations isimplemented 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 safeguardsagainst victimization of employees who avail the mechanismand also provides for direct access to the Chairman of theAudit Committee. The details of the Policy are explained in theCorporate Governance Report and also posted on the websiteof your Company and the web link is https://www.cclprnducts.com/wp-content/uploads/2025/04/Whistle-Blower-Policy.pdf.
The Whistle Blower Policy aims to conduct the affairs in afair and transparent manner by adopting highest standardsof professionalism, honesty, integrity and ethical behavior. Allthe employees of your Company are covered under the WhistleBlower Policy.
Risk Management
Your Company has constituted a Risk Management Committeeand formulated a policy on the Risk Management in accordancewith the Act and Regulation 21 of the Listing Regulations toframe, implement and monitor the risk management plan foryour Company. The Committee is responsible for monitoringand reviewing the risk management plan and ensuring itseffectiveness. The Audit Committee has additional oversightin the area of financial risks and controls. The major risks
identified by the businesses and functions are systematicallyaddressed through mitigating actions on a continuing basis.Furthermore, your Company has set up a robust internal auditfunction which reviews and ensures sustained effectiveness ofinternal financial controls by adopting a systematic approachto its work. The details of Committee and its terms of referenceare set out in the Corporate Governance Report forming partof this Annual Report. The Risk Management Policy of yourCompany is posted on the website of your Company andthe 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 financialyear were on an arm's length basis and in the ordinary courseof business and were in compliance with the provisions ofthe Companies Act, 2013 and the applicable regulations ofthe SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015. There are no materially significant relatedparty transactions made by your Company with Promoters,Directors, Key Managerial Personnel or other related partieswhich may have a potential conflict with the interest of yourCompany at large.
All related party transactions are placed before the AuditCommittee and also before the Board for approval. Prioromnibus approval of the Audit Committee is obtained as perthe Act and Listing Regulations for the transactions whichare foreseeable and repetitive in nature. Your Company hasdeveloped a Policy on Related Party Transactions for thepurpose of identification and monitoring of such transactions.
Particulars of contracts or arrangements with related partiesare provided in Annexure VI in Form AOC-2 pursuant to section134(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 anddealings in related party transactions, as approved by the Boardis uploaded on the website of your Company and the web linkis 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
Amount at theyear ended2025-26 (?)
Maximum amountof Loans/Advances/Investmentsoutstanding during theyear 2025-26 (?)
1
CCL Products(India)
Limited (HoldingCompany)
(i) Loans/advances to subsidiaries
- CCL Food and Beverages Private Limited(Wholly owned subsidiary)
- Continental Coffee Private Ltd(Wholly owned subsidiary)
(ii) Loans/advances to associates
(iii) Loans/advances to firms/ companies inwhich Directors are interested
*173.07 Crores
17.45 Crores
NIL
173.07 Crores
2
CCL Products
Investment by the Loanee in the shares of parent
NA
(India) Limited
company and subsidiary company, when the
(Holding Company)
company has made a loan or advance in the
nature of loan
inclusive of ' 79 crnres 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 websiteof your Company and the web link is https://www.cclproducts.com/wp-content/uploads/2025/04/Policy-for-determining-Material-Subsidiaries.pdf.
Annual Return
I n 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 under Regulation 34of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented as a separate sectionand 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 ' 2,61,409/- (i.e, pertaining to final dividend forFY 2017-18) which remained unclaimed for a period of seven years has been transferred by your Company from itsunpaid dividend account to the IEPF established by the Central Government, during the financial year 2025-26. Further,subsequent to the close of financial year, 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 dividendaccount 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 orclaimed for seven consecutive years or more ("unclaimed shares") upto and including the financial year 2017-18, weretransferred by your Company in the name of IEPF during the financial year 2025-26 and the statement containing suchdetails, 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 thefinancial 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
Date of Declaration
Due date for transferunclaimed amountsto IEPF
2018-19 (Final dividend)
87.5%
07.08.2019
11.10.2026
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)
20.10.2020
24.12.2027
5
2020-21 (Final dividend)
26.08.2021
30.10.2028
6
2021-22 (Interim dividend)
19.01.2022
23.03.2029
7
2021-22 (Final dividend)
30.08.2022
03.10.2029
8
2022-23 (Interim dividend)
18.01.2023
22.03.2030
9
2022-23 (Final dividend)
125%
22.08.2023
26.10.2030
10
2023-24 (Interim dividend)
05.02.2024
11.04.2031
11
2023-24 (Final dividend)
20.09.2024
24.11.2031
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 (Appointmentand Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of your Company is herewith annexedas 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 inthe areas of Corporate Governance. As per the requirements of Regulation 34 (3) of the Listing Regulations, a report onCorporate Governance for the year 2025-26 and a Certificate from M/s. P. S. Rao & Associates, Company Secretariesare 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 toattract and retain quality employees. The employees are sufficiently empowered, and the work environment propelsthem to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behindyour 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 ofharassment. Your Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassmentat workplace as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition andRedressal) Act, 2013 and the Rules made thereunder. The policy aims to provide protection to Employees at theworkplace 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 alsoconstituted an Internal Complaints Committee, known as Anti Sexual Harassment Committee, to address the concernsand 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 toeligible 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 companyremains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of itswomen 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 stipulatedunder Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith asAnnexure IXto this report.
Business Responsibility and Sustainability Report
Pursuant to the amended Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and SustainabilityReport (BRSR) of your Company and the Assurance Report for the financial year ended March 31, 2026, forms part ofthis 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 paperlesscompliances by the Companies and permitted the service of Annual Reports and documents to the shareholdersthrough electronic mode subject to certain conditions and your Company continues to send Annual Reports and othercommunications 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 Regulators / Courts / Tribunals which would impact the goingconcern 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 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 donewhile 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 cooperationextended by the Company's business partners, suppliers, vendors, customers and other stakeholders. The Board alsoacknowledges, with gratitude, the dedication and commitment of the employees at all levels, whose contributionshave been instrumental in the Company's performance.
Your Board gratefully acknowledge the sustained co-operation and support provided by the Central and StateGovernments, 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: HyderabadDate : July 27, 2026