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

Financial Highlights & State of Affairs

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

i) Standalone basis

For the financial year 2024-25, your Company recorded a
turnover of ' 1,71,800 Lakhs and earned a net profit of '
9,230 Lakhs as compared to the previous year's turnover of
' 1,45,617 Lakhs and net profit of ' 9,531 Lakhs.

ii) Consolidated basis

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

b. Capex

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

c. Business Review

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

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

In the Indian domestic market, the Company's branded
business continued to post healthy and satisfactory
growth. The brand has also gained significant traction on
leading e-commerce platforms and direct-to-consumer
(D2C) channels, reflecting increased consumer preference
and engagement.

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

d. Global Coffee Scenario

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

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

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

Dividend

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

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

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

Transfer of amount to General Reserve

No amount has been transferred to reserves during the year.

Material Changes and Commitments

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

Share Capital

During the year under review, there was no change in the paid-
up share capital of your Company. The paid-up Equity Share
Capital of your Company as on March 31, 2025, stood at '

2,670.56 Lakhs, comprising of 13,35,27,920 equity shares of
face value of ' 2/- each. During the year under review, your
Company has neither issued any shares with differential voting
rights or sweat equity.

Employee Stock Options

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

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

Further, as you are aware, consequent to the implementation
of the Scheme of Arrangement between Continental Coffee
Private Limited, Demerged Company and CCL Products (India)
Limited, Resulting Company, the CCL ESOP Scheme has
a pool of 5,00,000 options. Out of the said pool a total of
88,950 options have been granted during the FY 2024-25
and 4,74,310 options have been granted till the date of this
Report. After taking into consideration the lapsed / forfeited
options, a total of 1,54,927 options are available to be granted
as on date of this Report.

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

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

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

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

Subsidiaries

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

1. Jayanti Pte Limited (Singapore)

2. Continental Coffee SA (Switzerland)

3. Ngon Coffee Company Limited (Vietnam)

4. Continental Coffee Private Limited (India)

5. CCL Food and Beverages Private Limited (India)

Performance and contribution of each of the Subsidiaries

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

i. Jayanti Pte Limited (Singapore)

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

ii. Continental Coffee SA (Switzerland)

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

iii. Ngon Coffee Company Limited (Vietnam)

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

iv. Continental Coffee Private Limited

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

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:

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

Consolidated Financial Statements

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

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

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

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

The policy for determining material subsidiaries is available
on the website of your Company which may be accessed at
https://www.cclproducts.com/wp-content/uploads/2025/04/
Policy-for-determining-Material-Subsidiaries.pdf. According
to this policy, Continental Coffee SA and Ngon Coffee
Company Limited are material subsidiaries in terms of Listing
Regulations.

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

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

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

Listing of Equity Shares

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

(i) BSE Limited, Phiroze JeeJeebhoy Towers, Dalal Street,
Mumbai- 400001, Maharashtra, India. It is traded with the
code 519600 and

(ii) National Stock Exchange of India Limited, Exchange Plaza,
Plot No. C/1, G Block, Bandra-Kurla Complex, Bandra
(East), Mumbai - 400051, Maharashtra, India. It is traded
with the code CCL

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

Corporate Social Responsibility

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

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

Further, pursuant to the provisions of Section 135 of the Act
your Company was required to spend an amount of ' 333.42
Lakhs towards CSR Activities. However, during the financial
year, your Company has spent a total amount of ' 344.44
Lakhs towards various CSR activities and hence the excess
amount of ' 11.02 Lakhs is available for set-off against the
amount required to be spent upto immediately succeeding
three (3) financial years.

Internal Control Systems & their adequacy

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

Statutory Auditors & their Report

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

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

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

Internal Auditors

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

& Co., Chartered Accountants, Bengaluru, held the office of
Internal Auditors of the Company for the FY 2024-25 and has
been reappointed to the said office for the FY 2025-26.

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

Cost Auditors

In accordance with the provisions of Section 148(3) and the
Companies (Audit and Auditors) Rules, 2014, the Board of
Directors, upon the recommendation of Audit Committee
has appointed M/s. M P R & Associates, Cost Accountants,
Hyderabad as the Cost Auditors of your Company to carry
out the cost audit of the products manufactured by your
Company during the financial year 2025-26 at a remuneration
of ' 3,00,000. The remuneration payable to the cost auditor
is required to be placed before the members in the general
meeting for their ratification. Accordingly, a resolution
seeking members' ratification for the remuneration payable
to M/s. M P R & Associates, Cost Accountants, is included
in the Notice convening the Annual General Meeting. Your
Company is maintaining cost records as specified by the
Central Government under Section 148(1) of the Act The Cost
auditors have audited and expressed satisfaction about the
maintenance of cost audit records, internal controls and issued
an unqualified report.

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

Reporting of Frauds

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

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act
and The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, your Company appointed
M/s. P S Rao & Associates, Company Secretaries (Peer Review
Number: 6678/2025) to undertake the Secretarial Audit of
your Company for the FY 2024-25. The Secretarial Audit
Report issued by M/s. P.S. Rao & Associates for the FY 2024¬
25 is enclosed as Annexure III to this Report.

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

Compliance with Secretarial Standards

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

Directors & Key Managerial Personnel

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

i. Independent Directors

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

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

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

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

ii Key Managerial Personnel

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

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

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

iii Retirement by rotation

I n accordance with the provisions of Section 152 of the
Act, Smt. Challa Shantha Prasad, Non-Executive Director
and Sri B. Mohan Krishna, Executive Director of your
Company retired by rotation in the 63rd AGM and were
re-appointed thereat.

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

iv Reappointment / Resignation / Vacations

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

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

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

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

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

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

Meetings of the Board

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

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

Committees

i. Audit Committee

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

ii. Other Committees

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

functions as per terms of reference entrusted by the
Board:

• Nomination and Remuneration Committee /
Compensation Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

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

Policy on Director's Appointment and Remuneration and
other matters

(a) Procedure for Nomination and Appointment of Directors:

The Nomination and Remuneration Committee has
been formed in compliance with Regulation 19 of the
Listing Regulations and pursuant to Section 178 of the
Act. The main object of this Committee is to identify
persons who are qualified to become directors and
who may be appointed in senior management of your
Company, recommend to the Board their appointment and
removal and shall carry out evaluation of every Director's
performance, recommend the remuneration package of
both the Executive and the Non-Executive Directors on the
Board and also the remuneration of Senior Management,
one level below the Board. The Committee reviews the
remuneration package of the Executive Director(s), makes
appropriate recommendations to the Board and acts in
terms of reference of the Board from time to time.

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

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

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

The Managing Director and Executive Director of your
Company being directors of Ngon Coffee Company
Limited, Vietnam, wholly owned subsidiary, are eligible
for profit based commission of 3% and 2.5% respectively
for the FY 2024-25, which is permissible under Section
197(14) of the Act.

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

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

(b) Familiarization/ Orientation program for Independent
Directors:

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

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

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

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

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

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

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

In a separate meeting of Independent Directors, performance
of Non-Independent Directors, the Board as a whole and
the Chairman of your Company was evaluated, taking into
account the views of the Executive Director and Non¬
Executive Directors who also reviewed the performance of the
Secretarial Department. The Nomination and Remuneration
Committee reviewed the performance of individual directors
on the basis of criteria such as, contribution of the individual
director to the Board and Committee meetings, preparedness
on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc.

The Directors expressed their satisfaction with the evaluation
process.

Particulars of Loans, Guarantees and Investments

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

Fixed Deposits

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

Directors' Responsibility Statement

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

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

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

iii) Proper and sufficient care has been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of your company and for
preventing and detecting fraud and other irregularities;

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

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

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

Vigil Mechanism / Whistle Blower Policy

The Vigil Mechanism as envisaged in the Act, the Rules
prescribed thereunder and the Listing Regulations is
implemented through your Company's Whistle Blower Policy,
to deal with instance of fraud and mismanagement, if any
in the Group. The Policy provides for adequate safeguards
against victimization of employees who avail the mechanism

and also provides for direct access to the Chairman of the
Audit Committee. The details of the Policy are explained in the
Corporate Governance Report and also posted on the website
of your Company and the web link is https://www.cclproducts.
com/wp-content/uploads/2025/07/Whistle-Blower-Policy.
pdf.

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

Risk Management

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

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

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

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

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/Policv-for-
determining-Material-Subsidiaries.pdf.

Annual Return

In accordance with Section 134 (3) (a) of the Act a copy of
Annual Return in the prescribed format i.e., Form MGT-7 is
placed on the website of your Company and may be accessed at:
https://www.cclproducts.com/wp-content/uploads/2025/07/
MGT-7-2024-2025.pdf

Management Discussion & Analysis

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

Change in the nature of business

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

Transfer of amounts to Investor Education and Protection Fund

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

Transfer of unclaimed shares to Investor Education and
Protection Fund

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

Insurance

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

Particulars of Employees and Remuneration

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

Corporate Governance

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

Human Resources

Your Company considers its Human Resources as the key to
achieve its objectives. Keeping this in view, your Company
takes utmost care to attract and retain quality employees.
The employees are sufficiently empowered, and the work
environment propels them to achieve higher levels of

performance. The unflinching commitment of the employees
is the driving force behind your Company's vision. Your
Company appreciates the spirit of its dedicated employees.

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

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

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

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

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

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

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

Energy conservation, technology absorption and foreign
exchange earnings and outgo

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

Business Responsibility and Sustainability Report

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

Significant and material orders passed by the regulators or
Courts

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

Details of application made or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016 (31 of 2016)
during the year along with their status as at the end of the
financial year:

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

Details of difference between amount of the valuation done
at the time of one-time settlement and the valuation done
while taking loan from the Banks or Financial Institutions
along with the reasons thereof:

Not Applicable

Green initiative in Corporate Governance

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

Acknowledgments

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

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