DIRECTORS' REPORT

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, 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

(' in Lakhs)

ii) Consolidated basis

(' in Lakhs)

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 year's figures.

I f analysed on a Standalone basis, your Company
recorded a turnover of ' 2,21,605 Lakhs for the FY
2025-26, thus registering a growth of approx. 30% vis
a vis the previous years turnover of ' 1,71,800 Lakhs.
The Net profit for the FY 2025-26 registered a growth
of more than 200% over its previous year's figures,
supported by a dividend income of ' 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% and the Net Profit increased by 25% over
the respective figures for the FY 2024-25.

b. Capex

Your Company has spent an amount of ' 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 Company's 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 ' 2.75/- per equity share
of nominal value ' 2/- each was paid during the FY 2025-26.

Further, your Board of Directors has recommended a
final dividend of ' 3/- per equity share, i.e., 150% of
nominal value ' 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 ' 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 ' 2.75/- per equity share and
a final Dividend of dividend of ' 3/- per equity share) aggregates
to ' 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 dividend
for the financial year ended March 31, 2026, has been fixed as
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 ' 2,670.56 Lakhs, comprising of 13,35,27,920
equity shares of face value of ' 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 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 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 ' 2/- each at a price of ' 2/-
to M/s "CcL Employees Trust", in FY2022-23 to be eventually
transferred to the employees pursuant to the said ESOP Plan.
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 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 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 ' 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
Government's 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
Company incorporated in Singapore to act as an investment
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:

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:

(' in Lakhs)

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:

. 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:

(' in Lakhs)

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:

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 Company's 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 ' 316.29
Lakhs towards CSR Activities. However, during the financial
year, your Company has spent a total amount of ' 384.69 Lakhs
towards various CSR activities and hence the excess amount
of ' 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 Company's 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 61^st 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 Auditor's
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 ' 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 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 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
64^th 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 Peer
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 Auditor's 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.

I n 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

I n 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 64^th AGM and were re¬
appointed 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 64^th 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. Directors and Officers Insurance ('D&O')

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.

Committeesi. 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

• CorporateSocial 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, 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 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
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 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.

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) 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 contemplated 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.cclprnducts.
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 arm's 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)
Regulations, 2015. There are no materially significant related
party transactions made by your Company with Promoters,
Directors, Key Managerial Personnel or other related parties
which may have a potential conflict with the interest of your
Company at large.

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

Particulars of contracts or arrangements with related parties
are provided in Annexure 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

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 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

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 34
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 ' 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 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 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:

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 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 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 IXto 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 year ended March 31, 2026, forms part of
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 Regulators / Courts / Tribunals 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 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 Company's 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 Company's 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