Directors Report of CCL Products India Ltd.

Mar 31, 2025

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

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

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

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

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:

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

iii. Ngon Coffee Company Limited (Vietnam)

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

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

iv. Continental Coffee Private Limited

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

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

v. CCL Food and Beverages Private Limited

CCL Food and Beverages Private Limited is a wholly
owned subsidiary of your Company, incorporated in India.
The Company is into the business of spray dried instant
coffee manufacturing. The performance of the Company,
in brief, is hereunder:

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

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

Consolidated Financial Statements

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

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

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

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

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

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

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

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

Listing of Equity Shares

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

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

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

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

Corporate Social Responsibility

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

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

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

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

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

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

S. No	In the accounts of	Particulars	Amount at the year ended 2024¬ 25 (®)	Maximum amount of Loans/Advances/ Investments outstanding during the year 2024-25 (®)
1	CCL Products (India) Limited (Holding Company)	(i) Loans/advances to subsidiaries
		- CCL Food and Beverages Private Limited (Wholly owned subsidiary)	*145.08 Crores	145.08 Crores
		- Continental Coffee Private Limited (Wholly owned subsidiary)	14.15 Crores	14.15 Crores
		(ii) Loans/advances to associates	NIL	NIL
		(iii) Loans/advances to firms/ companies in which Directors are interested		NIL
2	CCL Products (India) Limited (Holding Company)	Investment by the Loanee in the shares of parent company and subsidiary company, when the company has made a loan or advance in the nature of loan	NA	NA

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

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

S. No	For the Financial year	Dividend	Date of Declaration	Due date for transfer unclaimed amounts to IEPF
1	2017-18 (Final dividend)	125%	14.07.2018	17.09.2025
2	2018-19 (Interim dividend)	87.5%	23.03.2019	27.05.2026
3	2018-19 (Final dividend)	87.5%	07.08.2019	11.10.2026
4	2019-20 (First interim dividend)	100%	27.01.2020	31.03.2027
5	2019-20 (Second interim dividend)	150%	26.02.2020	30.04.2027
6	2020-21 (Interim dividend)	100%	20.10.2020	24.12.2027
7	2020-21 (Final dividend)	100%	26.08.2021	30.10.2028
8	2021-22 (Interim dividend)	150%	19.01.2022	23.03.2029
9	2021-22 (Final dividend)	100%	30.08.2022	03.10.2029
10	2022-23 (Interim dividend)	150%	18.01.2023	22.03.2030
11	2022-23 (Final dividend)	125%	22.08.2023	26.10.2030
12	2023-24 (Interim dividend)	125%	05.02.2024	11.04.2031
13	2023-24 (Final dividend)	100%	20.09.2024	24.11.2031

Insurance

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

Particulars of Employees and Remuneration

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

Corporate Governance

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

Human Resources

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

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

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

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

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

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

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

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

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

Energy conservation, technology absorption and foreign
exchange earnings and outgo

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

Business Responsibility and Sustainability Report

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

Significant and material orders passed by the regulators or
Courts

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

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

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

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

Not Applicable

Green initiative in Corporate Governance

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

Acknowledgments

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

Your Directors gratefully acknowledge the sustained 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 21, 2025

---

Mar 31, 2024

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 31,2024.

Financial Performance

The financial performance of your Company for the year ended on March 31,2024 on Standalone and Consolidated basis is summarized below:

Standalone basis

('' in Lakhs
Particulars	2023-2024	2022-2023 (Refer Note below)
Revenue from operations	1,45,617	1,35,613
Profit for the year (before Interest, Depreciation & Tax)	21,717	25,925
Less:
Interest	4,518	2,659
Depreciation	5,181	3,639
Provision for Taxation (including deferred tax)	2,486	2,091
Net Profit	9,531	17,536

For the financial year 2023-24, your Company recorded a turnover of ''1,45,617 Lakhs and earned a net profit of '' 9,531 Lakhs as compared to the previous year''s turnover of '' 1,35,613 Lakhs and net profit of '' 17,536 Lakhs. For the financial year 2022-23, profit includes dividend of '' 3,724 Lakhs received from M/s. Ngon Coffee Company Limited, wholly owned subsidiary of your Company. No such dividend has been received for the current FY 2023-24.

Consolidated basis		( '' in Lakhs)
Particulars	2023-2024	2022-2023 (Refer Note below)
Revenue from operations	2,65,370	2,07,122
Profit for the year
(before Interest, Depreciation & Tax)	45,612	40,311
Less:
Interest	7,771	3,440
Depreciation	9,767	6,370
Provision for Taxation (including deferred tax)	2,616	2,103
Net Profit	25,008	28,396

For the financial year 2023-24, on a consolidated basis, your Company recorded a turnover of '' 2,65,370 Lakhs and net profit of '' 25,008 Lakhs as compared to previous year''s turnover of '' 2,07,122 Lakhs and net profit of '' 28,396 Lakhs. ¹ and other applicable provisions of the Companies Act, 2013, whereby the Marketing and Distribution of Coffee and FMCG Products division (Coffee division) of the Demerged Company would be demerged and transferred to the Resulting Company, on a going concern basis effective 01.10.2022, being the Appointed Date. Following the guidance available under Appendix C of Ind AS 101, the financial Information In the financial statements In respect of prior periods has been restated from that date. Consequently, the financial information for the FY 2022-23 has been restated to give effect to this Demerger.

Transfer of amount to General Reserve

No amount has been transferred to reserves during the year.

Capex

Your Company has spent an amount of '' 66.78 Crores towards its capital expenditure requirements. Business Review

FY 2023-24 was marked by significant challenges such as rising green coffee prices, intense competition, geopolitical crises causing supply chain disruptions, etc. Inspite of these obstacles, your Company demonstrated commendable resilience, maintaining its volume growth trajectory and profitability on a per kilo basis. The Company is on track to complete all the capacity expansion plans in its subsidiaries. Apart from enhancing capacity there has been dedicated efforts to increase the share of premium and value added products to strengthen the position in the market and laying foundation for future growth

In the Indian domestic market, your Company''s branded business continues a satisfactory healthy growth, attracting new customers and solidifying its position as the third-largest instant coffee brand in India¹. Furthermore, your brands have gained recognition as the preferred choice among consumers on prominent e-commerce and direct-to-consumer platforms nationwide. This growing consumer appreciation for the brand signals a promising increase in market share moving forward.

*Source - NielsenIQ

Global Coffee Scenario

The global green coffee market is facing a fourth consecutive year of shortage of crop. As a result, the global coffee market has experienced unprecedented challenges, with green coffee prices soaring to historic highs. This surge has been driven primarily by a sharp decline in crop outputs from Vietnam and Indonesia, exacerbated by droughts and shifting weather patterns. Brazil and Africa have partially offset these declines with increased production, but overall global supply has struggled to meet demand for nearly two years. Consequently, carryover stocks are minimal, intensifying upward pressure on coffee prices.

According to Mordor Intelligence, the global coffee market was valued at $132.13 billion in 2024 and is projected to reach $166.39 billion by 2029, growing at a compound annual growth rate (CAGR) of 4.72% during the forecast period (2024-2029).

Dividend

As you are aware, an interim dividend of '' 2.50 per equity share of nominal value '' 2 each was paid during the FY 2023-2024. Further, your Board of Directors have recommended a final dividend of '' 2 per equity share of nominal value of '' 2 each in their meeting held on May 11,2024, subject to the approval of the members in the forthcoming Annual General Meeting. If approved, the total dividend for the FY 2023-24 will be '' 4.50 per equity share or 225% of face value.

The record date for the purpose of payment of final dividend for the financial year ended March 31,2024 has been fixed as September 13, 2024.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/2021/07/Dividend-Distribution-Policv.pdf .

Scheme of Arrangement (Demerger)

As you are aware, and as notified to you from time to time, a scheme of arrangement was entered into between CCL Products (India) Limited (the Resulting Company) and Continental Coffee Private Limited (the Demerged Company) and their respective shareholders and creditors under Section 230 to 232 and other applicable provisions of the Act, whereby the Marketing and Distribution of Coffee and FMCG Products division (Coffee division) of the Demerged Company were demerged and transferred to the Resulting Company, on a going concern basis effective 01.10.2022, being the Appointed Date. The said Scheme, subsequent upon approval by the Stock Exchanges and other authorities has been sanctioned by the Hon''ble NCLT, Hyderabad Bench and Hon''ble NCLT Amaravati Bench vide their orders dated 18.10.2023.

The certified copies of the orders were filed with the respective Registrar of Companies of Telangana and that of Andhra Pradesh. The demerger process stands completed as on date of this Report.

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 2023-24 and the date of this report.

Share Capital

During the year under review, your Company issued and allotted 5,00,000 equity shares of '' 2 each to CCL Employees Trust pursuant to the CCL Employee Stock Option Scheme - 2022, which was approved by the shareholders vide there meeting dated August 30, 2022 and pursuant to the Scheme of Arrangement between CCPL & CCL vide NCLT order dated October 18, 2023. The Listing / Trading approvals have been granted by both the Stock Exchanges (effective 02.04.2024). Consequent upon the said allotment, the paid-up Equity Share Capital of your Company as on March 31,2024 stood at '' 2,670.56 Lakhs, comprising of 13,35,27,920 equity shares of '' 2 each.

During the year under review, your Company has neither issued any shares with differential voting rights nor 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 retention 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, a Trust under the name and style “CCL Employees Trust” has been formed in this regard, inter alia, for the purpose of administration of the Scheme. Your Company, pursuant to the said Scheme may grant upto a maximum of 4 Lakhs options convertible into equal number of Equity shares of '' 2 each, in one or more tranches. Upon exercise and payment of the exercise price, the option holder will be entitled to one Equity Share per employee stock option.

During the year under review, the Nomination and Remuneration Committee (Compensation Committee) of the Company, pursuant to the resolution passed by it, converted the options granted under Continental Coffee Private Limited Employee Stock Option Plan, 2021 (CCPL ESOP Plan) into 1,00,000 options under CCL Employee Stock Option Scheme - 2022 ( CCL ESOP Scheme) as contemplated in the Scheme of Arrangement between Continental Coffee Private Limited, Demerged Company and CCL Products (India) Limited, Resulting Company. Subsequent to this addition of 1,00,000 Options, the total pool of Options in CCL ESOP Scheme increased to 5,00,000. Accordingly the Company has 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.

Information pursuant to Part F of Schedule - I of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is available on Company''s website and may be accessed at https://www.cclproducts.com/ wp-content/uploads/2023/07/ESOP-disclosure-pursuant-to-SEBI-SBEB-Regulations-2021.pdf . The statutory disclosures as per the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 as specified in Schedule I of the said Regulations may be accessed at: https://www.cclproducts.com/wp-content/ uploads/2024/08/Disclosures-on-ESOPs.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 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 31,2024, 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 31,2024, 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:

('' in Lakhs]
Particulars	2023-2024	2022-2023
Revenue from operations	28,234	29,642
Profit for the year (before Interest, Depreciation & Tax)	1,736	1,461
Less:
Interest	172	110
Depreciation	113	105
Provision for Taxation	197	38
Net Profit	1,255	1,208

Ngon Coffee Company Limited is a wholly owned subsidiary of your Company incorporated in Vietnam. It has an instant coffee manufacturing unit. The installed capacity of this Company has been substantially enhanced during the year at a capital cost of $ 30 million and commenced the operations. Further, the Company is also implementing a new project to manufacture Freeze Dried Instant coffee and the capital work in progress as at the end of the year is ''19,939.98 Lakhs The operational performance of the Company, in brief, is hereunder:

('' in Lakhs)
Particulars	2023-2024	2022-2023
Revenue from operations	114,682	64,724
Profit for the year (before Interest, Depreciation & Tax)	21,942	17,655
Less:
Interest	3,042	547
Depreciation	4,440	2,498
Provision for Taxation	-	-
Net Profit	14,460	14,610

iv. Continental Coffee Private Limited

Continental Coffee Private Limited is a wholly owned subsidiary of your Company, incorporated in India, established with an objective of promoting instant coffee brands of your Company in the domestic market. It had two divisions viz, Marketing and Distribution of Coffee and FMCG Products division (Coffee division) and the Food and Beverage Kiosks including ‘Coffee on Wheels'' (F & B division). As stated elsewhere in this Report, its Coffee marketing and distribution division has been demerged into your Company. The operational performance of the Company, in brief, taking into account the demerger is hereunder:

('' in Lakhs)

Particulars	2023-2024	2022-2023
Revenue from operations	296.95	190.10
Profit for the year (before Interest, Depreciation & Tax)	(200.50)	(106.25)
Less:
Interest	37.58	0.06
Depreciation	31.69	9.88
Provision for Taxation	2.71	-
Net Profit/Loss	(272.48)	(116.19)

v. CCL Food and Beverages Private Limited

CCL Food and Beverages Private Limited is a wholly owned subsidiary of your Company, which is into the business of spray dried instant coffee manufacturing. During the year under review, the Company commenced commercial operations on March 16, 2024. The performance of the Company, in brief, is hereunder:

('' in Lakhs)
Particulars	2023-2024	2022-2023
Revenue from operations	6.93	-
Profit for the year (before Interest, Depreciation & Tax)	(17.36)	(11.08)
Less:
Interest	2.19	0.56
Depreciation and other write offs	1.22	-
Provision for Taxation	-	-
Net Profit/Loss	(20.76)	(11.64)

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 Act3.

The Consolidated Financial Statements for the financial year ended March 31,2024, form part of the Annual Report.

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

The annual accounts of the subsidiary companies and the related detailed information shall be kept open for inspection by any shareholder at the Registered office of the Company during business hours and shall be made available to the shareholders seeking such information at any point in time.

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/2024/06/Policv-for-determining-‘Material-Subsidiaries.pdf. According to this policy, Continental Coffee SA, Ngon Coffee Company Limited are material subsidiaries. However, Continental Coffee Private Limited ceased to be material subsidiary for FY 25, as its Coffee division got demerged into CCL Products (India) Limited, Holding Company during the year under review.

Compan ies wh ich have become or ceased to be the subsid iaries, joint ventu res or associate companies during the year:

The Company does not have any associate or joint venture Company falling within the definition under the 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 woned subsidiaries of the Company.

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, Floor 5, 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 2024-25.

Corporate Social Responsibility

Your Company, as part of its Corporate Social Responsibility (CSR), undertook and supported activities like contributions to old age homes, orphanages, promotion of education and health care activities, facilitating infrastructural and rural development of identified rural areas around the factories situated at Guntur District and Tirupati District of Andhra Pradesh including setting up of R.O plants for providing safe drinking water and also women empowerment and skill development programs in rural areas around Hyderabad and Tirupati.

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/2021/07/csr-policy.pdf

Further, pursuant to the provisions of Section 135 of the Act your Company was required to spend an amount of ''398.69 Lakhs towards CSR Activities. However, during the financial year, your Company has spent a total amount of '' 491.08 Lakhs towards various CSR activities and hence the excess amount of '' 92.39 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 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 Auditor''s 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 August 22, 2023.

Internal Auditors

M/s. Ramesh & Co., Chartered Accountants, Hyderabad were appointed as the Internal Auditors for FY 202324. 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.

The Board of Directors, based on the recommendation of the Audit Committee have appointed M/s. Brahmayya & Co., Chartered Accountants, Bangalore, as the Internal Auditors of your Company for the FY 2024-25.

Cost Auditors

In accordance with the provisions of Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 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 2024-25 at a remuneration of ''2,00,000. 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 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 Audit

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: P2001TL078000) to undertake the Secretarial Audit of your Company for the FY 2023-24. The Secretarial Audit Report issued by M/s. P.S. Rao & Associates for the FY 2023-24 is enclosed as Annexure III to this Report.

Further, the Secretarial Audit Report of the material unlisted subsidiary of your Company, i.e., Continental Coffee Private Limited, as per Regulation 24(A) of the Listing Regulations is enclosed as Annexure IIIA to this Report. However, as disclosed elsewhere, Continental Coffee Private Limited ceases to be a material subsidiary for the FY 2023-24.

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. Retirement by rotation

In accordance with the provisions of Section 152 of the Act Sri K. K. Sarma and Smt. Challa Shantha Prasad, Non-Executive Directors of your Company retired by rotation in the 62^nd AGM and were re-appointed thereat.

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

ii. Appointment / Re-appointment (Non-Executive / Independent Directors)

As reported last year, your Board of Directors draw your kind attention to the following appointments / reappointments that took place in the office of Non-Executive / Independent Directors of your Company:

• Sri Durga Prasad Kode (DIN 07946821) was appointed as an Additional and Non-Executive Independent Director by the Board with effect from July 14, 2023. Subsequently, at the 62^nd AGM, the members approved his appointment as an Independent Director of the Company for a period of 5 years i.e., from July 14, 2023 to July 13, 2028.

• Dr. Krishnanand Lanka (DIN 07576368) was appointed as an Additional and Non-Executive Independent Director by the Board with effect from July 14, 2023. Subsequently, at the 62^nd AGM, the members approved his appointment as an Independent Director of the Company for a period of 5 years i.e., from July 14, 2023 to July 13, 2028.

• Sri S. V. Ramachandra Rao (DIN: 01869061) was appointed as an Additional and Non-Executive Director by the Board with effect from July 14, 2023. Subsequently, at the 62^nd AGM, the members approved his appointment as Non-Executive Director of the Company, whose office is liable to retire by rotation.

• Smt. Kulsoom Noor Saifullah (DIN: 02544686) was re-appointed as Non-Executive Independent Director of the Company at its 62^nd AGM, for another term of 5 years i.e., from February 14, 2024 to February 13, 2029.

• Sri K. V. Chowdary (DIN 08485334) was re-appointed as Non-Executive Independent Director of the Company at its 62^nd AGM, for another term of 5 years i.e., from June 25, 2024 to June 24, 2029.

• Sri Sudhakar Ambati (DIN: 01080550) was appointed as Non-Executive Independent Director of the Company for a term of 5 years from September 29, 2023 to September 28, 2028 with the approval of members through the process of Postal ballot.

iii. Re-appointment (Whole Time Directors)

• Sri Challa Srishant (DIN: 00016035) was re-appointed to the office of Managing Director by the Board with effect from February 14, 2024. Subsequently, at the 62^nd AGM, the members approved his re-appointment as Managing Director of the Company for another term of 5 years i.e., from February 14, 2024 to February

14.2029.

• Sri B. Mohan Krishna (DIN: 03053172) was re-appointed to the office of Executive Director by the Board with effect from February 14, 2024. Subsequently, at the 62^nd AGM, the members approved his re-appointment as Executive Director of the Company for another term of 5 years i.e., from February 14, 2024 to February

14.2029.

iv. Independent Directors

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

All Independent Directors of the 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 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 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.

During the Financial year under review, Sri Vipin K Singal resigned as Independent Director of the Company on attaining the age of 75 years, being the maximum age prescribed under the provisions of the Listing Regulations.

Subsequent upon close of Financial Year under review, Sri Kata Chandrahas, vacated his office of Non-Executive Independent Director of the Company on completion of two terms in the said office, as prescribed under the provisions of the Act and the Listing Regulations.

iv. Key Managerial Personnel

In terms of Section 203 of the Act, the Key Managerial Personnel (‘KMPs'') of the Company during the year under review are:

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

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

As per the requirements of Regulation 25(10) of the SEBI Listing Regulations, your Company has taken a policy of insurance for all the Directors & Officers - Senior Management of the Company.

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.

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 of the Act and the Listing Regulations as applicable, which are in place and discharging their functions as per terms of reference entrusted by the Board:

• Nomination and Remuneration Committee / Compensation Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

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

Policy on 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 payable to 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/2023/07/Remuneration-Policy.pdf

The remuneration determined for Executive/Non-Executive Directors is subject to 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 2023-24, 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 SEBI Listing Regulations have been disclosed in the Corporate Governance Report, which forms part of this Report.

(b) Familiarization/ Orientation program for Independent Directors:

A formal familiarization program was 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.

A lecture was organized on Business Responsibility and Sustainability Report, its nine principles of reporting, GRI Framework and SEBI circular on BRSR Core for all the Directors of the Company.

It is the general practice of your Company to notify the changes in all the applicable laws to the Board of Directors, from time to time. The objective of these programs is to familiarize Independent Directors with the business of your Company, industry in which your Company operates, business model, challenges etc. through various programs 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/2021/07/Familiarization-programme-for-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, Nomination and Remuneration and all other Committees.

A structured questionnaire was prepared after taking into consideration 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 the contribution of the individual director to the Board and Committee meetings like 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 ended March 31,2024, covered under the provisions of Section 186 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014, are given 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 2023-24 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 2023-24 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 www.cclproducts.com/wp-content/uploads/2024/06/Whistle-Blower-Policv.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/2021/07/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 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.

None of the transactions with related parties falls under the scope of section 188(1) of the Act. However, as a matter of disclosure, particulars of contracts or arrangements with related parties are provided in Annexure V in Form AOC-2 pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 and forms part of this report.

The policy on materiality of Related Party Transactions and dealings in related party transactions, as approved by the Board is uploaded on the website of your Company and the web link is https://www.cclproducts.com/ wp-content/uploads/2024/06/Policv-on-dealing-with-Related-Partv-Transactions.pdf.

Disclosure under Regulation 34(3) read with Schedule V of the Listing RegulationsRelated Party disclosures as per Schedule V of the Listing Regulations

S.No	In the accounts of	Particulars	Amount at the year ended 2023-24 (?)	Maximum amount of Loans/Advances/ Investments outstanding during the year 2023-24 (?)
1	CCL Products (India) Limited (Holding Company)	(i) Loans/advances to subsidiaries - CCL Food and Beverages Private Limited (Wholly owned subsidiary) - Continental Coffee Pvt. Ltd (Wholly owned subsidiary) (ii) Loans/advances to associates (iii) Loans/advances to firms/ companies in which Directors are interested	*84.49 Crores 6.27 Crores NIL NIL	138.44 Crores 6.27 Crores NIL NIL
2	CCL Products (India) Limited (Holding Company)	Investment by the Loanee in the shares of parent company and subsidiary company, when the company has made a loan or advance in the nature of loan	NA	NA

*Inclusive of '' 1 crore towards investment in equity shares and '' 79 crores towards investment in Optionally Convertible Debentures.

Policy on Material Subsidiaries

The Policy on Material Subsidiaries as per the Listing Regulations as approved by the Board is uploaded on the website of your Company and the web link is https://www.cclproducts.com/wp-content/uploads/2021/07/ policy-on-material-subsidiary.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/2024/08/MGT-7-2023-24.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 '' 8,24,547 from unpaid dividend account (interim dividend FY 2015-16) and amount of '' 4,06,369 from unpaid dividend account (Final dividend FY 2015-16) which remained unclaimed for a period of seven years had been transferred by your Company to

the Investor Education and Protection Fund established by the Central Government during the financial year 2023-24.

Transfer of unclaimed shares to Investor Education and Protection Fund

Pursuant to the provisions of Section 124 of the Act, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more upto and including the financial year 2015-16 were transferred by your Company in the name of Investor Education and Protection Fund during the financial year 2023-24 and the statement containing such details as may be prescribed is placed on the website of your Company. Information in respect of unclaimed dividend and due dates for transfer to the IEPF are given below:

Sl	For the Financial year	Dividend	Date of Declaration	Due date for transfer unclaimed amounts to IEPF
1	2016-17 (Final dividend)	125%	11.07.2017	14.09.2024
2	2017-18 (Final dividend)	125%	14.07.2018	17.09.2025
3	2018-19 (Interim dividend)	87.5%	23.03.2019	27.05.2026
4	2018-19 (Final dividend)	87.5%	07.08.2019	11.10.2026
5	2019-20 (First interim dividend)	100%	27.01.2020	31.03.2027
6	2019-20 (Second interim dividend)	150%	26.02.2020	30.04.2027
7	2020-21 (Interim dividend)	100%	20.10.2020	24.12.2027
8	2020-21 (Final dividend)	100%	26.08.2021	30.10.2028
9	2021-22 (Interim dividend)	150%	19.01.2022	23.03.2029
10	2021-22 (Final dividend)	100%	30.08.2022	03.10.2029
11	2022-23 (Interim dividend)	150%	18.01.2023	22.03.2030
12	2022-23 (Final dividend)	125%	22.08.2023	26.10.2030
13	2023-24 (Interim dividend)	125%	05.02.2024	11.04.2031

Insurance

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

Particulars of Employees and Remuneration

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

Corporate Governance

Your Company has been making every endeavor to bring more transparency in the conduct of its business. As per the requirements of Regulation 34 (3) of the Listing Regulations, a report on Corporate Governance for the year 2023-24 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.

Your Company has not received any complaint of sexual harassment during the year.

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 the amended Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) of your Company for the financial year ended March 31,2024, 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 pending under the IBC, 2016 during the year ended on March 31,2024.

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 ongoing co-operation and support provided by the Central and State Governments, Stock Exchanges, SEBI, RBI and other Regulatory Bodies.

1

Note: On October 18, 2023, the Hon''ble National Company Law Tribunal (NCLT) approved the Scheme of Arrangement between CCL Products (India) Limited (the Resulting Company) and Continental Coffee Private Limited (the Demerged Company) and their respective shareholders and creditors under Section 230 to 232

---

Mar 31, 2023

The Board of Directors are pleased to present your Company''s report on business and operations along with the audited financial statements (standalone and consolidated) for the financial year ended March 31,2023.

Financial Performance

The financial results and performance of your Company for the year ended on March 31,2023 on Standalone and Consolidated Basis is summarized below:

Standalone Basis		(Rs. in Lakhs
Particulars	2022-2023	2021-2022
Revenue from operations	133525	92294
Profit for the year (before Interest, Depreciation & Tax)	26497	22826
Less:
Interest	2597	1380
Depreciation	3508	3077
Provision for Taxation (including deferred tax)	3599	5649
Net Profit	16793	12720

For the financial year 2022-23, your Company recorded a turnover of '' 133525 Lakhs and earned a net profit of '' 16793 Lakhs as compared to the previous year''s turnover of '' 92,294 Lakhs and net profit of '' 12720 Lakhs. Profit includes dividend received ('' 3723.69 Lakhs for FY 2022-23 and '' 2634.30 Lakhs for FY 202122) from M/s. Ngon Coffee Company Limited, wholly owned subsidiary of your Company.

Consolidated basis		(Rs.in Lakhs)
Particulars	2022-2023	2021-2022
Revenue from operations	207122	146203
Profit for the year (before Interest, Depreciation & Tax)	40310	33516
Less:
Interest	3440	1636
Depreciation	6370	5746
Provision for Taxation (including deferred tax)	3612	5699
Net Profit	26888	20435

For the financial year 2022-23, on a consolidated basis, your Company recorded a turnover of '' 207122 Lakhs and net profit of '' 26888 Lakhs as compared to previous year''s turnover of '' 146203 Lakhs and net profit of '' 20435 Lakhs.

Transfer of amount to General Reserve

No amount has been transferred to reserves during the year.

Capex

Your Company has spent an amount of '' 75.52 Crores towards its capital expenditure requirements.

Business Review

Despite the increasing recessionary trends and unstable global political scenarios, your Company continued to grow at a healthy pace. This growth has been driven by all product types in our portfolio and has been spread across all geographies. During the year under review, your Company has secured the business of a few prestigious new customers. The inclusion of their brands in its portfolio has given further confidence to the innovation and R&D efforts. Capacity expansion at Ngon Coffee Company Limited, Vietnam has been completed and the additional capacity been operating at 50% utilization, driving the growth further.

The branded business in domestic market has been growing consistently and is firmly entrenched as one of the top 3 coffee brands in India. The brand has generated strong awareness among consumers, backed by an above-the-line marketing campaigns and below-the-line sampling activities. New products and variants were launched to cater to different market segments, including the launch of ‘Continental Greenbird'' products in the plant-based meat product category.

Acquisition of brands

With an objective of gaining more penetration and access in European coffee markets with the help of locally popular brands, your Company has acquired Percol, Rocket Fuel, Plantation Wharf, The London Blend, Perk Up and Percol Fusion from Food Brands Group, a subsidiary of Lofbergs Group, UK. The agreement helps accelerate your Company''s strategy in expanding the manufacturing and distribution of FMCG products globally. Percol is a much-loved progressive brand, launched in 1987 which achieved several notable milestones and has stood for sustainability all along. The Percol product range currently comprises of Instant Coffee, Roast & Ground Coffee and Coffee Bags. Further, ‘ROCKETFUEL'', one of the most successful brands, was co-developed by Food Brands Group along with CCL. Eventually Food Brands has created an exceptional brand position and reputation for premium products with an impressive level of product listings with the UK''s leading supermarket chains, thus providing your Company a readily available market for its various products.

Global Coffee Scenario

The Global Coffee Market size is estimated at $126.17 billion in 2023, and it is expected to reach $158.89 billion by 2028, growing at a CAGR of 4.72% during the forecast period (2023-2028) (Mordor Intelligence).

According to the International Coffee Organisation (ICO), world coffee production was reported at 171.3 million bags in 2022-23, up from 168.5 million bags in coffee year 2021-22. On the other hand, world coffee consumption was at 178.5 million bags in 2022-23 up from 175.6 million bags in coffee year 2021-22. Due to consecutive years of shortfalls and a further shortfall anticipated in 2023-24, coffee prices have witnessed a sharp increase across all origins. In this backdrop, decelerating global economic growth rates coupled with sticky inflationary pressures will have a strong impact on coffee consumption for the upcoming year 2023-24.

Dividend

As you are aware, an interim dividend of '' 3/- per equity share (face value '' 2/- per share) was paid during the FY 2022-2023. Further your Board of Directors have recommended a final dividend of '' 2.5/- per equity share of '' 2/- each in their meeting held on May 16, 2023, which shall be subject to the approval of the Members in the forthcoming Annual General Meeting. If aggregated, total dividend for the financial year 2022-23 shall stand at '' 5.5/- per equity share. Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the shareholders w.e.f. April 1,2020 and your Company is required to deduct tax at source (TDS) from dividend paid to the Members at prescribed rates as per the Income-tax Act, 1961.

The record date for the purpose of payment of final dividend for the financial year ended March 31,2023 shall be August 11,2023.

As per 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 your Company has framed a Dividend Distribution Policy, which may be accessed at https://www.cclproducts.com/wp-content/ uploads/2021/07/Dividend-Distribution-Policy.pdf.

Demerger / Scheme of Arrangement

As you are aware, Continental Coffee Private Limited, a WOS of CCL Products (India) Limited has two divisions namely, Marketing and Distribution of Coffee and FMCG Products division (Coffee division) and the Food and Beverage Kiosks including ‘Coffee on Wheels'' (F & B division). During the year under review, CCL Products (India) Limited (the Resulting Company) and Continental Coffee Private Limited (the Demerged Company) entered into a Scheme of Arrangement whereby the coffee division of the Demerged Company shall be demerged into the Resulting Company, effective 01.10.2022, being the Appointed Date. Considering various advantages that would endure upon the proposed demerger, such as dedicated focus on their respective business, insulation from each other''s business risks, enhancement of shareholders value, greater economies of scale and efficient utilization of resources, the Board of Directors of both the said Companies, in their respective Meetings, have approved the said Scheme. Further, the respective secured creditors and unsecured creditors have also provided their consents / No Objections to the said Scheme.

Subsequently, both the said Companies have made applications with the Hon''ble National Company Law Tribunals (NCLT), seeking directions for / dispensations from convening Meetings of shareholders and creditors for their respective Companies. The Hon''ble NCLTs have allowed the applications and dispensed with the requirement of holding Meetings of shareholders and creditors. Further, requisite petitions have been filed with the respective NCLTs seeking their sanction to the proposed Scheme of Arrangement. The matter is listed for hearing and remains to be disposed off as on date.

Material Changes and Commitments

Save and except as discussed and stated in this Report, there were no material changes and commitments affecting the financial position of your Company that have occurred between the end of the Financial Year 2022-23 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 31,2023 stood at '' 2660.56 Lakhs, comprising of 13,30,27,920 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.

However, during the year under review, 264750 options have been granted pursuant to the CCL Employee Stock Option Scheme - 2022, which shall be convertible into equal number of shares, subject to fulfillment of certain conditions, as laid in the said Scheme.

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 the organisation to attract, motivate and retain the employees in the competitive environment and to reduce the employees retention rate in the organization.

With the said objective, your Company, pursuant to the resolutions passed by the Board of Directors on August 5, 2022, and by the Shareholders on August 30, 2022, adopted a Scheme under the name and style “CCL Employee Stock Option Scheme - 2022” (the CCL Scheme 2022/ the Scheme) for the eventual benefits of its employees and the employees of its subsidiaries. A Trust under the name and style “CCL Employees Trust” has been formed in this regard, inter alia, for the purpose of administration of the Scheme. Your Company, pursuant to the said Scheme may grant upto a maximum of 4 Lakhs options convertible into equal number of Equity shares of '' 2/- each, in one or more tranches. Upon exercise and payment of the exercise price, the option holder will be entitled to one Equity Share per employee stock option.

During the year, 264750 options have been granted to the employees of your Company / employees of subsidiary(ies).

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/2023/07/ESQP-disclosure-pursuant-to-SEBI-SBEB-Regulations-2021.pdf

Further, your Company has framed a Policy with respect to the death or permanent incapacity of an employee, subject to compliance with applicable laws and the same may be accessed at https://www.cclproducts.com/ wp-content/uploads/2023/07/Policv-for-death-and-disablement-as-per-CCL-ESQP-Scheme-2022.pdf

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

Certificate from M/s. P.S. Rao & Associates, Company Secretaries, Secretarial Auditors of your Company confirming that the scheme has been implemented in accordance with the SEBI Regulations will be placed at the forthcoming Annual General Meeting and on the website 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 31,2023, 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)

(incorporated during the FY 2022-23)

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 during the financial year ended March 31,2023 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. This is an agglomeration and packing unit. Operational performance of the Company, in brief is as hereunder:

('' in Lakhs]
Particulars	2022-2023	2021-2022
Revenue from operations	29642	21807
Profit for the year (before Interest, Depreciation & Tax)	1461	905
Less:
Interest	110	79
Depreciation	105	90
Provision for Taxation	38	31
Net Profit	1208	705

iii. Ngon Coffee Company Limited (Vietnam)

Ngon Coffee Company Limited is a wholly owned subsidiary of your Company incorporated in Vietnam. This is an instant coffee manufacturing unit. Operational performance of the Company, in brief, is hereunder:

('' in Lakhs)
Particulars	2022-2023	2021-2022
Revenue from operations	64724	45125
Profit for the year (before Interest, Depreciation & Tax)	17655	12928
Less:
Interest	547	81
Depreciation	2498	2443
Provision for Taxation	-	-
Net Profit	14610	10404

iv. Continental Coffee Private Limited

Continental Coffee Private Limited is a wholly owned subsidiary of your Company, incorporated in India, established with an objective of promoting instant coffee brands of your Company in the domestic market. It has two divisions namely, Marketing and Distribution of Coffee and FMCG Products division (Coffee division) and the Food and Beverage Kiosks including ‘Coffee on Wheels'' (F & B division). As stated elsewhere in this Report, it is proposed to demerge the Coffee division into your Company. The operational performance of

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('' in Lakhs)
Particulars	2022-2023	2021-2022
Revenue from operations	20885	17376
Profit for the year (before Interest, Depreciation & Tax)	(1281)	(319)
Less:
Interest	305	239
Depreciation	260	136
Provision for Taxation	6	14
Net Profit/Loss	(1852)	(708)

('' in Lakhs)
Particulars	2022-2023
Revenue from operations	-
Profit for the year (before Interest, Depreciation & Tax)	(11.08)
Less:
Interest	0.56
Depreciation and other write offs
Provision for Taxation	-
Net Profit/Loss	(11.64)

v. CCL Food and Beverages Private Limited

CCL Food and Beverages Private Limited is a wholly owned subsidiary of your Company, incorporated in India on September 07, 2022. The Company was incorporated with an objective of augmenting the current set of capacities of your Company. 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 as per sub-section (3) of Section 129 of the Companies Act, 2013 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 Companies Act, 2013.

The Consolidated Financial Statements for the financial year ended March 31,2023 forms 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 subsidiary Companies.

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/2021/07/policv-on-material-subsidiarv.pdf

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

Your Company does not have any associate or joint venture Company falling within the definition under the Companies Act, 2013. During the year under report, your Company has incorporated a wholly owned subsidiary under the name and style “CCL Food and Beverages Private Limited” on September 7, 2022. There was no other change in the list of subsidiaries of your Company.

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; and

(ii) National Stock Exchange of India Limited, Exchange Plaza, Floor 5, Plot No. C/1, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai - 400051, Maharashtra, India.

Your Company has paid the Annual Listing Fees to the said Stock Exchanges for the Financial Year 2023-24. Corporate Social Responsibility

Your Company, as part of its Corporate Social Responsibility (CSR) initiative, undertook and supported activities like contributions to old age homes, orphanages, promotion of education and health care activities, facilitating infrastructural and rural development to the identified rural areas in Anantapur District and also around the factories situated at Guntur District and Tirupati District of Andhra Pradesh including setting up of R.O plants for providing safe drinking water and also environmental preservation in rural areas around Hyderabad and Tirupati.

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/2021/07/csr-policy.pdf

Further, pursuant to the provisions of Section 135 of the Companies Act, 2013 your Company was required to spend an amount of W 461.63 Lakhs towards CSR Activities.

Your management feels proud to mention that for the financial year ended March 31,2023, your Company has spent a total amount of W 479.26 Lakhs towards various CSR activities which was in excess of its CSR Obligation under the Act.

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.

Statutory Auditors & their Report

M/s. Ramanatham & Rao, Chartered Accountants (FRN: 2934S) who were 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 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 Auditor''s reports do not contain any qualifications, reservations, adverse remarks or disclaimers.

The Statutory Auditors were present in the last AGM held on August 30, 2022.

Internal Auditors

The Board of Directors, based on the recommendation of the Audit Committee have re-appointed M/s. Ramesh & Co., Chartered Accountants, Hyderabad, as the Internal Auditors of your Company. The Internal Auditors are submitting their reports on quarterly basis.

Cost Auditors

In accordance with the provisions of Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 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 2023-24 at a remuneration of W 200000/-. 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 Companies Act, 2013.

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, 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 Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 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: 710/2020) to undertake the Secretarial Audit of your Company for the FY 2022-23. The Secretarial Audit Report issued by M/s. P.S. Rao & Associates for the FY 2022-23 is enclosed as Annexure IVto this Report.

The said Secretarial Audit Report does not contain any observation or qualification or reservation or adverse remark or disclaimer except as regards constitution of Nomination and Remuneration Committee during the period between 01.01.2022 to 05.08.2022, which did not meet the requirements of minimum 2/3^rd Directors being Independent. It is clarified that the alleged non-compliance was purely a mathematical error, occurred on account of misinterpretation as regards rounding off to the nearest whole number. However, upon realising the mistake, your Company paid the prescribed fine and undertook requisite reporting and other compliances in accordance with the Circular No. SeBI/HO/CFD/CMD/CIR/P/2020/12, issued by SEBI.

Further, the Secretarial Audit Report of the material unlisted subsidiary of your Company, i.e., Continental Coffee Private Limited, as per Regulation 24(A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure IVA to this Report.

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 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. Retirement by rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013, Sri B. Mohan Krishna and Dr. Krishnanand Lanka, the Directors of your Company retired by rotation in the 61^st AGM and were reappointed thereat.

Further, Sri K. K. Sarma and Smt. Challa Shantha Prasad, Non-Executive Directors of your Company retire by rotation in the ensuing AGM and being eligible, have offered themselves for reappointment. The Board of Directors recommend their reappointment. Further, it may be noted that Sri K. K. Sarma is aged 73 years and if reappointed in the ensuing AGM, attains the age of 75 years during his forthcoming tenure. Hence, pursuant to Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, consent of the members is sought by way of Special Resolution as proposed in the Notice attached hereto.

ii. Reappointments (Non-Executive / Independent Directors)

Your Board of Directors draw your kind attention to the following changes / reappointments that took place in the office of Non-Executive / Independent Directors of your Company, which are already detailed in the Statement to the Notice of the AGM attached hereto.

• appointment of Sri. Durga Prasad Kode (DIN 07946821) as an Additional Director in the capacity of Independent category in the Board Meeting held on July 14, 2023. If approved by the members in their ensuing AGM, Sri. Durga Prasad Kode shall hold office of Independent Director for another term of 5 years, i.e., upto July 13, 2028. Corresponding resolution forms part of Notice attached hereto.

• the current tenure of Smt. Kulsoom Noor Saifullah (DIN 02544686) as an Independent Director of the Company expires on February 13, 2024. In view of the said, resolution proposing her reappointment to the office of Independent Director for another term of 5 years, effective February 14, 2024 forms part of Notice attached hereto.

• the current tenure of Sri K. V. Chowdary (DIN 08485334) as an Independent Director of the Company expires on June 24, 2024. In view of the said, resolution proposing his reappointment to the office of Independent Director for another term of 5 years, effective June 25, 2024 forms part of Notice attached hereto.

• appointment of Dr. Krishnanand Lanka (DIN 07576368) as an Additional Director in the capacity of Independent category in the Board Meeting held on July 14,2023, who stepped down from his office of Non-Executive Director effective July 13, 2023. If approved by the members in their ensuing AGM, Dr. Krishnanand Lanka shall hold office of Independent Director upto July 13, 2028. Corresponding resolution forms part of Notice attached hereto.

• appointment of Sri Satyavada Venkata Ramachandra Rao (DIN 01869061) as an Additional Director in the capacity of Non-Executive Director in the Board Meeting held on July 14, 2023. If appointed by the members in their ensuing AGM, Sri Satyavada Venkata Ramachandra Rao shall hold office of NonExecutive Director of the Company, liable to retire by rotation.

iii. Reappointments (Whole Time Directors)

Your Board of Directors draw your kind attention to the following changes / reappointments that took place in the office of Whole Time Directors of your Company, which are already detailed in the Statement to the Notice of the AGM attached hereto.

• approved the reappointment of Sri Challa Srishant (DIN: 00016035) to the office of Managing Director for another term of 5 years, effective February 14, 2024, subject to the approval of members in their ensuing AGM.

• approved the reappointment of Sri B. Mohan Krishna (DIN: 03053172) to the office of Whole Time Director designated as an Executive Director, effective February 14, 2024, subject to the approval of members in their ensuing AGM.

In the opinion of the Board, all the Independent Directors of your Company (existing and proposed) possess integrity, experience, expertise, and the requisite proficiency required under all applicable laws and the policies of your Company.

All the Independent Directors have given declarations stating that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 along with Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances affecting their existing status as independent directors of your Company.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, all the Independent Directors of your Company have got their names included in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

Further, during the year under review, Sri Bharat Kumar Mahendrabhai Vyas (DIN 00043804), who was appointed as an Additional Director (Independent Director) of your Company effective December 02, 2022, resigned from his office effective January 18, 2023.

iv. Directors and Officers Insurance (‘D&O’)

As per the requirements of Regulation 25(10) of the SEBI Listing Regulations, your Company has taken D&O for all its directors and members of the Senior Management.

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 comprises the aspects relating to composition of board and committees, terms 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 Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 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 Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable, which are in place and discharging their functions as per terms of reference entrusted by the Board:

? Nomination and Remuneration Committee / Compensation Committee

? Stakeholders Relationship Committee

? Corporate Social Responsibility Committee

? Risk Management Committee

? 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to Section 178 of the Companies Act, 2013. 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 payable to 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 Companies Act, 2013 and SEBI Listing Regulations and the same is enclosed as Annexure V and is posted on the website of your Company which may be accessed at https://www.cclproducts.com/ wp-content/uploads/2023/07/Remuneration-Policy.pdf

The remuneration determined for Executive/Non-Executive Directors is subject to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors. The Non-Executive Directors are compensated by way of profit- sharing Commission and are entitled to sitting fees for the Board/ Committee Meetings. The remuneration paid to Directors, Key Managerial Personnel and all other employees is in accordance with the Remuneration Policy of your Company.

Neither the Managing Director nor any Whole Time Director of your Company received any remuneration or commission from any of its Subsidiaries. However it is proposed to pay commission to Sri Challa Srishant, Managing Director and Sri B. Mohan Krishna, Executive Director from Ngon Coffee Company Limited, Vietnam for the financial year 2023-24 as proposed in the notice attached hereto.

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

(b) Familiarization/ Orientation program for Independent Directors:

A formal familiarization program was conducted about the amendments in the Companies Act, Rules prescribed thereunder, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and all other applicable laws to your Company and all the directors were also apprised about the business activities of your Company.

It is the general practice of your Company to notify the changes in all the applicable laws to the Board of Directors, from time to time. The objective of the program is to familiarize the Independent Directors with the business of your Company, industry in which your Company operates, business model, challenges etc. through various programs such as interaction with experts within your Company, meetings with our 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/2021/07/Familiarization-programme-for-Independent-Directors.pdf

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

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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, Nomination and Remuneration and all other Committees.

A structured questionnaire was prepared after taking into consideration 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 the contribution of the individual director to the Board and Committee meetings like 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 ended March 31,2023, covered under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014, are given 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 Companies Act, 2013 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.

Directors’ Responsibility Statement

Pursuant to Section 134 (5) of the Companies Act, 2013, 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 judgments 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 2022-23 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 2022-23 have been prepared on a going concern basis.

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

vi) 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 Companies Act, 2013, the Rules prescribed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 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/2021/07/whistle-blower-policy.pdf

The Whistle Blower Policy aims for conducting 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 Companies Act, 2013 and Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 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 the Board''s 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/2021/07/risk-management-policv.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 designated persons 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 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.

None of the transactions with related parties falls under the scope of section 188(1) of the Companies Act, 2013. However, as a matter of disclosure, 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/2023/07/Policv-on-Related-Partv-Transactions.pdf

Disclosure under Regulation 34(3) read with Schedule V of the Listing RegulationsRelated Party disclosures as per Schedule V of the Listing Regulations

S.No	In the accounts of	Particulars	Amount at the year ended 2022-23	Maximum amount of Loans/Advances/ Investments outstanding during the year 2022-23
1	CCL Products (India) Limited (Holding Company)	(i) Loans/advances to subsidiaries -Continental Coffee Private Limited (Wholly owned subsidiary) - CCL Food and Beverages Private Limited (Wholly owned subsidiary)	'' 9.98 Crores (including interest) '' 22.04 Crores	'' 23.43 Crores (including interest) '' 22.04 Crores
		(ii) Loans/advances to associates	NA	NA
		(iii) Loans/advances to firms/ companies in which Directors are interested	NA	NA
2	CCL Products (India) Limited (Holding Company)	Investment by the Loanee in the shares of parent company/ subsidiary company when the company has made a loan or advance	NA	NA

Policy on Material Subsidiaries

The Policy on Material Subsidiaries as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as approved by the Board is uploaded on the website of your Company which may be accessed at https:// www.cclproducts.com/wp-content/uploads/2021/07/policv-on-material-subsidiarv.pdf.

Annual Return

In accordance with Section 134 (3) (a) of the Companies Act, 2013, a copy of Annual Return in the prescribed format i.e. Form MGT-7 is placed on the website of your Company which may be accessed at https://www. cclproducts.com/wp-content/uploads/2023/07/MGT-7-2022-23.pdf

Management Discussion & Analysis

Pursuant to the provisions of Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a report on Management Discussion & Analysis is herewith annexed as Annexure VII 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 Companies Act, 2013, an amount of '' 7,13,145/- pertaining to financial year 2014-15, which remained unclaimed for a period of seven years has been transferred by your Company to the Investor Education and Protection Fund established by the Central Government during the financial year 2022-23.

Transfer of unclaimed shares to Investor Education and Protection Fund

Pursuant to the provisions of Section 124 of the Companies Act, 2013, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more upto and including the financial year 201415 were transferred by your Company to Investor Education and Protection Fund during the financial year 2022-23 and the statement containing such details as may be prescribed is placed on the website of your Company. Information in respect of unclaimed dividend and due dates for transfer to the IEPF are given below:

Sl	For the Financial year ended	Percentage of Dividend	Date of Declaration	Due date for transfer to IEPF
1	2015-16 (Final)	50%	26.09.2016	30.11.2023
2	2016-17 (Final)	125%	11.07.2017	14.09.2024
3	2017-18 (Final)	125%	14.07.2018	17.09.2025
4	2018-19 (Interim dividend)	87.5%	23.03.2019	27.05.2026
5	2018-19 (Final)	87.5%	07.08.2019	11.10.2026
6	2019-20 (First interim dividend)	100%	27.01.2020	31.03.2027
7	2019-20 (Second interim dividend)	150%	26.02.2020	30.04.2027
8	2020-21 (Interim dividend)	100%	20.10.2020	24.12.2027
9	2020-21 (Final dividend)	100%	26.08.2021	30.10.2028
10	2021-22 (Interim dividend)	150%	19.01.2022	23.03.2029
11	2021-22 (Final dividend)	100%	30.08.2022	31.10.2029
12	2022-23 (Interim dividend)	150%	18.01.2023	22.03.2030

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 has been making every endeavor to bring more transparency in the conduct of its business. As per the requirements of Regulation 34 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on Corporate Governance for the year 2022-23 and a Certificate from M/s. P S Rao & Associates, Practising Company Secretaries is furnished which forms a 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 such 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 Work place

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.

Your Company has not received any complaint on sexual harassment during the year.

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 Companies Act, 2013 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 SEBI Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) of your Company for the financial year ended March 31,2023 forms part of this Annual Report and is annexed herewith as Annexure X.

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 31,2023.

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 shareholders, customers, bankers, suppliers and other business associates for the excellent support and cooperation extended by them.

Your Directors gratefully acknowledge the ongoing 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: Dak Lak Province, Vietnam Date : July 14, 2023

---

Mar 31, 2022

Dividend

Your Board of Directors have declared an interim dividend of '' 3/- per equity share of '' 2/- each in their meeting held on 19^th January, 2022 and recommended a final dividend of '' 2/- per equity share of '' 2/- each in their meeting held on 26^th May, 2022, subject to the approval of the members in the 61^st Annual General Meeting. The total dividend for the financial year 2021-22 year shall be '' 5/- per equity share. Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the shareholders w.e.f. 1^st April 2020 and your Company is required to deduct tax at source (TDS) from dividend paid to the members at prescribed rates as per the Income-tax Act, 1961.

The record date for the purpose of payment of final dividend for the financial year ended 31^st March 2022 is fixed as 26^th August, 2022.

As per 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 your Company has framed a Dividend Distribution Policy, which may be accessed at https://www.cclproducts.com/wp-content/ uploads/2021/07/Dividend-Distribution-Policv.pdf.

Material Changes and Commitments

Save as and except the proposed merger, which was completed during the FY 2021-22, the Russia - Ukraine war and the impact of Covid -19, as discussed elsewhere in this Report, there were no material changes and commitments affecting the financial position of your Company that have occurred between the end of the financial year 2021-22 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 31^st March, 2022 stood at '' 2,660.56 Lakhs, comprising of 13,30,27,920 equity shares of face value of '' 2/- each. During the year under review, your Company has neither issued any shares with differential voting rights nor has granted any stock options or sweat equity.

Subsidiaries

The subsidiary companies situated in India and outside India continue to contribute to the overall growth in revenues and performance of your Company. As of 31^st March, 2022, your Company has the following wholly owned subsidiaries:

I. Jayanti Pte Limited (Singapore)

II. Continental Coffee Sa (Switzerland)

III. Ngon Coffee Company Limited (Vietnam)

IV. Continental Coffee 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 during the financial year ended 31 ^st March, 2022 is as mentioned 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. This is an agglomeration and packing unit. Operational performance of the Company, in brief is as hereunder: ('' in Lakhs)
Particulars	2021-2022	2020-2021
Revenue from operations	21,807	18,429
Profit for the year (before Interest, Depreciation & Tax)	905	929
Less:
Interest	79	53
Depreciation	90	97
Provision for Taxation	31	80
Net Profit	705	699
iii. Ngon Coffee Company Limited (Vietnam)
Ngon Coffee Company Limited is a wholly owned subsidiary of your Company incorporated in Vietnam. This is an instant coffee manufacturing unit. Operational performance of the Company, in brief, is hereunder:
		('' in Lakhs]
Particulars	2021-2022	2020-2021
Revenue from operations	45,125	37,436
Profit for the year after meeting all expenses (before Interest, Depreciation & Tax)	12,928	10,591
Less:
Interest	81	37
Depreciation	2,443	2075
Provision for Taxation	-	(8)
Net Profit	10,404	8,487
iv. Continental Coffee Private Limited
Continental Coffee Private Limited is a wholly owned subsidiary of your Company, incorporated in India, established with an objective of promoting instant coffee brands of your Company in the domestic market. Operational performance of the Company, in brief, is hereunder: ('' in Lakhs)
Particulars	2021-2022	2020-2021
Revenue from operations	17,376	13,395
Profit for the year after meeting all expenses (before Interest, Depreciation & Tax)	(319)	(366)
Less:
Interest	239	176
Depreciation	136	68
Provision for Taxation	14	10
Net Profit/Loss	(708)	(620)

v. CCL Beverages Private Limited

CCCL Beverages Private Limited, pursuant to the order passed by the Hon''ble National Company Law Tribunal, Amaravati Bench, dated 09^th November, 2021 stands amalgamated with CCL Products (India) Limited.

The statement containing the salient features of the financial statement of subsidiaries as per sub-section (3) of Section 129 of the Companies Act, 2013 in Form AOC-1 is herewith 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 Companies Act, 2013.

The Consolidated Financial Statements for the financial year ended 31^st March, 2022 forms 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 subsidiary companies.

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 which may be accessed 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/2021/07/policv-on-material-subsidiarv.pdf

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

Your 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, CCL Beverages Private Limited, the wholly owned subsidiary was amalgamated with CCL Products (India) Limited. There was no other change in the list of wholly subsidiaries of your Company.

Global Coffee Scenario

According to the estimates of the International Coffee Organisation (ICO), for the financial year 2021-22, global production is estimated to rise by 1.9% to 171.9 million bags vis-a-vis 168.7 million bags for the coffee year 2020-21. In the current financial year, the share of Arabica production is 101.88 million bags, up 5.2% from that of last year and Robusta production at 70.02 million bags is likely to be lower by 2.6% vis-a-vis last financial year.

World coffee consumption is projected to grow by 3.3% to 170.3 million 60-kg bags in 2021-22 as compared to 164.9 million for financial year 2020-21. In 2021-22, consumption is expected to exceed production by 3.1 million bags. However, exogenous factors such as reduced global economic growth and increased cost of inputs, production and trade may affect both supply and demand.

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- 400 001, Maharashtra, India; and

(ii) National Stock Exchange of India Limited, Exchange Plaza, Floor 5, Plot No. C/1, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai - 400051, Maharashtra, India.

Your Company has paid the Annual Listing Fees to the said Stock Exchanges for the Financial Year 2022-23. External Factors - COVID-19 and the Outbreak of war - impact thereof

The Financial Year 2021-22 suffered two major jolts, causing far reaching impact on the global economy. First, it was COVID-19 and then the Russia - Ukraine war. The beginning of the financial year witnessed unprecedented spread of COVID-19 resulting in lockdowns, restrictions on movements across the country and mass fatalities. Towards the end of 2nd quarter of the FY, while the waves of COVID started to subside steadily and normalcy was about to be restored, the Russia - Ukraine war broke out in the 4^th quarter of the FY. The said events may have peculiar impacts on the global economy. Despite the said, we feel bolstered to mention that your Company not only could mitigate the adverse impacts, it also managed to encash the opportunities along the rough road to make the most of what it had to offer. Rise in ocean freights along with the war related scenarios did affect the delivery time and the transportation costs, but the overall scenario for your Company still remained favorable for carrying out its operations in an uninterrupted manner so as to be able to cater to the growing demands of its customers. Your Company''s overseas wholly-owned subsidiaries viz., Ngon Coffee Company Limited at Vietnam and Continental Coffee SA at Switzerland are operating smoothly without any disruptions. The Board and the Management will continue to closely monitor the situation as it evolves and do its best to take all necessary measures, in the interests of all stakeholders of your Company.

Corporate Social Responsibility

Your Company, as part of its Corporate Social Responsibility (CSR) initiative, undertook and supported activities like contributions to old age homes, orphanages, promotion of education and health care activities, facilitating infrastructural and rural development to the identified rural areas in and around the factories situated at Guntur and Tirupati Districts of Andhra Pradesh and rural housing to the underprivileged groups.

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 which may be accessed at https:// www.cclproducts.com/wp-content/uploads/2021/07/csr-policv.pdf

Further, pursuant to the provisions of Section 135 of the Companies Act, 2013 your Company was required to spend an amount of '' 458.22 Lakhs towards CSR Activities.

Your management feels proud to mention that for the financial year ended 31^st March, 2022, your Company has spent a total amount of '' 492.46 Lakhs towards various CSR activities which was in excess of the mandatorily prescribed limit.

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.

Statutory Auditors & their report

The Shareholders in their meeting held on 11^th July, 2017 (56^th AGM) approved the appointment of M/s. Ramanatham & Rao, Chartered Accountants, Hyderabad, as the Statutory Auditors of your Company to hold office till the conclusion of 61^st Annual General Meeting. The Board of Directors based on the recommendation of Audit Committee considered the re-appointment of M/s. Ramanatham & Rao, Chartered Accountants, Secunderabad (Registration No. 002934S) as Statutory Auditors of your Company from the conclusion of 61^st Annual General Meeting till the conclusion of 66^th Annual General Meeting, subject to approval of members at the ensuing Annual General Meeting. Accordingly, a resolution seeking the re-appointment of M/s. Ramanatham & Rao, Chartered Accountants, as the Statutory Auditors of your Company is included in the notice convening the Annual General Meeting for approval of the shareholders.

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 report does not contain any qualifications, reservations, adverse remarks or disclaimers.

The Statutory Auditors were present in the last AGM held on 26^th August, 2021.

Internal Auditors

The Board of Directors based on the recommendation of the Audit Committee have re-appointed M/s. Ramesh & Co., Chartered Accountants, Hyderabad, as the Internal Auditors of your Company. The Internal Auditors are submitting their reports on quarterly basis.

Cost Auditors

The Board places its deep condolences on the sudden demise of Mr. N V S Kapardhi (proprietor of M/s. Kapardhi & Associates, Cost Accountants) on 24^th January, 2022, who was then holding the office of Cost Auditor of your Company for the FY 2021-22. In view of the said casual vacancy, the Board, pursuant to the recommendation of the Audit Committee, at its meeting held on 10^th February, 2022 appointed M/s. M P R & Associates, Cost Accountants, (Registration No. 000413) to the office of Cost Auditor of your Company for the FY 2021-22, at a remuneration of '' 2,00,000/-, subject to the approval of members of your Company.

Further, in accordance with Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, the Board of Directors upon recommendation of the 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 2022-23 at a remuneration of '' 2,00,000/-. The remuneration payable to the cost auditor is required to be placed before the members in the general meeting for their ratification. Accordingly, resolutions seeking members ratification for the remuneration payable to M/s. M P R & Associates, Cost Accountants, are 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 Companies Act, 2013.

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, 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 Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 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: P2001TL078000) to undertake the Secretarial Audit of your Company for the FY 2021-22. The Secretarial Audit Report confirms that your Company has complied with the provisions of the Act, Rules, Regulations, and Guidelines and that there were no deviations or non-compliances. The Secretarial Audit Report of the Company and the Secretarial Audit Report of the material unlisted subsidiary of the Company, Continental Coffee Private Limited as per Regulation 24(A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in ‘Annexure IN” and “Annexure IMA” to this Report

Further, we would like to clarify that the said Secretarial Audit Report does not contain any observations or qualifications or reservations or adverse remarks or disclaimers.

Compliance with Secretarial Standards

Your Company has devised proper systems to ensure compliance with the provisions of all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and 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 Women Directors.

i. Independent and Non-Executive Directors

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. B. Mohan Krishna and Dr. Lanka Krishnanand, Non-Executive Directors of your Company retire by rotation and being eligible, have offered themselves for re-appointment.

In the opinion of the Board all the Independent Directors of your Company possess integrity, experience, expertise, and the requisite proficiency required under all applicable laws and the policies of your Company.

All the Independent Directors have given declarations stating that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 along with Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of your Company.

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 of your Company have got their names included in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

ii. Whole Time Directors & Other Key Managerial Personnel

During the year under review, there was no change in the office(s) of any Whole time Director.

During the year under review, Mr. K V L N Sarma, Chief Operations Officer resigned on 27^th October, 2021, following which your Company appointed Mr. Praveen Jaipuriar as the Chief Executive Officer of your Company with effect from 29^th October, 2021.

iii. Directors and Officers Insurance (‘D&O’)

As per the requirements of Regulation 25(10) of the SEBI Listing Regulations, your Company has taken D&O for all its directors and members of the Senior Management.

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

Committeesi. Audit Committee

Your Board has in place, a duly constituted Audit Committee as per the provisions of Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The composition, attendance, powers and role of the Audit Committee are included in 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 Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable, which are in place and are discharging their functions as per terms of reference entrusted by the Board:

? Nomination and Remuneration Committee

? Stakeholders Relationship Committee

? Corporate Social Responsibility Committee

? Risk Management Committee

? Management Committee

The composition, attendance, powers and role of the Committees are included in 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to Section 178 of the Companies Act, 2013. 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 payable to 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 Companies Act, 2013 and SEBI Listing Regulations and the same is enclosed as ‘‘Annexure IV'''' and the Remuneration is posted on the website of your Company which may be accessed at https://www. cclproducts.com/wp-content/uploads/2021/07/remuneration-policv.pdf

The remuneration determined for Executive/Non-Executive Directors is subject to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors. The Non-Executive Directors are entitled to sitting fees for the Board/Committee Meetings and profit based commission. The remuneration paid to Directors and Key Managerial Personnel and all other employees is in accordance with the Remuneration Policy of your Company.

Neither the Managing Director nor any Whole Time Director of your Company has received any remuneration or commission from any of the subsidiaries of your Company.

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

(b) Familiarisation/ Orientation program for Independent Directors:

A formal familiarization program was conducted apprising the directors of the amendments in the Companies Act, rules prescribed thereunder, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and all other applicable laws to your Company. All the directors were also apprised about the business activities of your Company.

It is the general practice of your Company to notify the changes in all the applicable laws to the Board of Directors, from time to time. The objective of the program is to familiarize Independent Directors on the Board with the business of your Company, industry in which your Company operates, business model, challenges etc. through various programs such as interaction with experts within your Company, meetings with our 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 which may be accessed at https://www.cclproducts.com/wp-content/uploads/2021/07/Familiarization-programme-for-Independent-Directors.pdf

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

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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, Nomination and Remuneration and all other committees.

A structured questionnaire was prepared after taking into consideration 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 Directors & 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 the contribution of the individual director to the Board and Committee meetings like 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 ended 31^st March, 2022, covered under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014, are given 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 Companies Act, 2013 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.

Capex

Your Company has spent an amount of '' 82.59 Crores towards its capital expenditure requirements. Directors’ Responsibility Statement

Pursuant to Section 134 (5) of the Companies Act, 2013, 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 judgments 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 2021-22 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 2021-22 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 Companies Act, 2013, the Rules prescribed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through your Company''s Whistle Blower Policy, to deal with instances 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 is also available on the website of your Company which may be accessed at https://www.cclproducts.com/wp-content/uploads/2021/07/whistle-blower-policv.pdf

The Whistle Blower Policy aims for conducting 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 Risk Management in accordance with the Companies Act, 2013 and Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 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 the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board''s Report. The Risk Management Policy of your Company is posted on the website of your Company which may be accessed at https://www.cclproducts.com/wp-content/uploads/2021/07/risk-management-policy.pdf

Related Party Transactions

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 its Promoters, Directors, Key Managerial Personnel or other designated persons 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 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.

None of the transactions with related parties falls under the scope of section 188(1) of the Companies Act, 2013. However, as a matter of disclosure, particulars of contracts or arrangements with related parties are provided in ‘‘Annexure V'''' in Form AOC-2 pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 and forms part of this report.

The policy on materiality of related party transactions and dealings in related party transactions, as approved by the Board is uploaded on the website which may be accessed at https://www.cclproducts.com/wp-content/ uploads/2021/07/policv-on-related-partv-transactions.pdf.

Disclosure under Regulation 34(3) read with Schedule V of the Listing Regulations Related Party disclosure as per Schedule V of the Listing Regulations
S.No	In the accounts of	Particulars	Amount at the year ended 2021-22	Maximum amount outstanding during the year 2021-22
1	CCL Products (India) Limited (Holding Company)	(i) Loans/advances to subsidiaries -Continental Coffee Private Limited (Wholly owned subsidiary) (ii) Loans/advances to associates (iii) Loans/advances to firms/ companies in which Directors are interested	'' 17.93 Crores (including interest) NA NA	'' 23.43 Crores (including interest) NA NA
2	CCL Products (India) Limited (Holding Company)	Investment by the Loanee in the shares of parent company/ subsidiary company when the company has made a loan or advance	NA	NA

Policy on Material Subsidiaries

The Policy on Material Subsidiaries as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as approved by the Board is uploaded on the website of your Company which may be accessed at https:// www.cclproducts.com/wp-content/uploads/2021/07/policv-on-material-subsidiarv.pdf.

Annual Return

In accordance with Section 134 (3) (a) of the Companies Act, 2013, a copy of Annual Return in the prescribed format i.e. Form MGT-7 is placed on the website of your Company which may be accessed at: https://www. cclproducts.com/wp-content/uploads/2022/08/MGT-7-2021-22.pdf

Management Discussion & Analysis

Pursuant to the provisions of Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 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 Companies Act, 2013, an amount of '' 7,63,060/- pertaining to financial year 2013-14, which remained unclaimed for a period of seven years had been transferred by your Company to the Investor Education and Protection Fund established by the Central Government during the financial year 2021-22.

Transfer of unclaimed shares to Investor Education and Protection Fund

Pursuant to the provisions of Section 124 of the Companies Act, 2013, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more upto and including the financial year 2013-14

were transferred by your Company in the name of Investor Education and Protection Fund during the financial year 2021-22 and the statement containing such details as may be prescribed is placed on the website of your Company. Information in respect of unclaimed dividend and due dates for transfer to the IEPF are given below:

Sl	For the Financial year ended	Percentage of Dividend	Date of Declaration	Due date for transfer to IEPF
1	2014-15 (Final)	75%	20.07.2015	23.09.2022
2	2015-16 (Interim dividend)	75%	11.03.2016	15.05.2023
3	2015-16 (Final)	50%	26.09.2016	30.11.2023
4	2016-17 (Final)	125%	11.07.2017	14.09.2024
5	2017-18 (Final)	125%	14.07.2018	17.09.2025
6	2018-19 (Interim dividend)	87.5%	23.03.2019	27.05.2026
7	2018-19 (Final)	87.5%	07.08.2019	11.10.2026
8	2019-20 (First interim dividend)	100%	27.01.2020	31.03.2027
9	2019-20 (Second interim dividend)	150%	26.02.2020	30.04.2027
10	2020-21 (Interim dividend)	100%	20.10.2020	24.12.2027
11	2020-21 (Final dividend)	100%	26.08.2021	30.10.2028
12	2021-22 (Interim dividend)	150%	19.01.2022	23.03.2029

Insurance

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

Particulars of Employees

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.

Business Responsibility Report

A Business Responsibility Report as per Regulation 34 of the Listing Regulations, detailing various initiatives taken by your Company on the environmental, social and governance front forms an integral part of this Annual 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on Corporate Governance for the year 2021-22 and a Certificate from M/s. P.S .Rao & Associates, Practising Company Secretaries is furnished which form 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 such 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 Work place

Your Company strongly supports the rights of all its employees to work in an environment that is 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.

Your Company has not received any complaint on sexual harassment during the year.

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 Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as “Annexure VIM” to this report.

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 pending under the IBC, 2016 during the year ended on 31^st March, 2022.

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 shareholders, customers, bankers, suppliers and other business associates for the excellent support and co-operation extended by them.

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

---

Mar 31, 2018

Directors’ Report

Performance of CCL Group

(Rs, in Lakhs)

Particulars	2017 - 2018	2016 - 2017
Revenue from operations	1,13,800	98,316
Profit for the year after meeting all expenses (before Interest, Depreciation & Tax)	24,374	23,334
Less:
Interest	783	1,117
Depreciation and other write offs	3,408	3325
Provision for Taxation	5,369	5,435
Net Profit	14,813	13,456

Your Company, along with it''s 100% subsidiaries as a Group, posted good financial results during the year under review. Turnover of the Group is Rs, 1,13,800 Lakhs and the net profit of the Company is Rs, 14,813 Lakhs.

Performance of the Company

Your directors submit their report for the financial year ended 31.03.2018:

_(Rs, in Lakhs)

Particulars	2017 - 2018	2016 - 2017
Revenue from operations	82,466	71,406
Profit for the year after meeting all expenses (before Interest, Depreciation & Tax)	16,867	17,061
Less:
Interest	620	683
Depreciation and other write offs	1122	1067
Provision for Taxation	5,349	5,431
Net Profit	9,776	9,897

Turnover of the Company is Rs, 82,466 Lakhs and the net profit of the Company is Rs, 9,776 Lakhs.

Transfer of amount to General Reserve

No amount has been transferred to reserves during the year.

Dividend

Your Directors are pleased to recommend a dividend of Rs, 2.50/- per equity share of Rs, 2/- each for the year 2017-18 subject to the approval of shareholders. The Company has framed a Dividend Distribution Policy and the same is herewith annexed as ‘Annexure I'' to this report. The Dividend Distribution Policy is posted on the website of the Company and the web link is http://cclproducts.com/dividend-distribution-policy.pdf

Subsidiaries Jayanti Pte Limited (Singapore)

Jayanti Pte Limited is a wholly owned subsidiary of the Company incorporated in Singapore for the purpose of promoting instant coffee projects in various countries. This is only an investment Company, hence no operational performance is reported.

Grandsaugreen SA (Switzerland)

Grandsaugreen SA is a wholly owned subsidiary of Jayanti Pte Limited and step down subsidiary of the Company incorporated in Switzerland. This is an agglomeration and packing unit and a brief operational performance of the Company is as below:

(Rs, in Lakhs)

Particulars	2017 - 2018	2016 - 2017
Revenue from operations	7,707	2,282
Profit for the year after meeting all expenses (before Interest, Depreciation & Tax)	569	(54)
Less:
Interest	7	14
Depreciation and other write offs	473	483
Provision for Taxation	26	21
Net Profit/Loss	63	(572)

Ngon Coffee Company Limited (Vietnam)

Ngon Coffee Company Limited is a wholly owned subsidiary, jointly owned by CCL and Jayanti Pte Limited. This is an instant coffee manufacturing unit and a brief operational performance is as below:

(Rs, in Lakhs)

Particulars	2017 - 2018	2016 - 2017
Revenue from operations	29,707	26,353
Profit for the year after meeting all expenses (before Interest, Depreciation & Tax)	7,511	6,711
Less:
Interest	156	421
Depreciation and other write offs	1,800	1,774
Provision for Taxation	-	-
Net Profit/Loss	5,555	4,516

The Board has decided to wind up M/s. Jayanti Pte Ltd by transferring the shares held by it in M/s.Grandsaugreen SA and M/s. Ngon Coffee Company Limited, to the parent Company, there by making both the Companies directly owned by CCL as 100% Subsidiaries.

Continental Coffee Private Limited

Continental Coffee Private Limited is a wholly owned subsidiary of the Company, which has been established with an objective of promoting instant coffee brands of the Company in the domestic market and a brief operational performance is as below:

(Rs, in Lakhs)

Particulars	2017 - 2018	2016 - 2017
Revenue from operations	2367	277
Profit for the year after meeting all expenses (before Interest, Depreciation & Tax)	(573)	(371)
Less:
Interest	-	-
Depreciation and other write offs	14	-
Provision for Taxation		-
Net Profit/Loss	(587)	(371)

The statement containing the salient features of the financial statement of subsidiaries as per sub-section (3) of Section 129 of the Companies Act, 2013 in Form AOC-1 is herewith annexed as ‘Annexure II'' to this report.

Corporate Social Responsibility

The Company as part of its Corporate Social Responsibility (CSR) initiative, undertook many projects like promotion of education in rural areas, infrastructure and sanitation development, welfare of girl child, facilitating pure drinking water to the identified rural areas in and around the factory at Duggirala, Guntur District, Andhra Pradesh and also rural women empowerment and rural youth skill development programmes in rural areas around Hyderabad.

The Annual Report on CSR activities is annexed herewith as ‘Annexure III'' to this report. The CSR Policy is posted on the website of the Company and the web link is http://cclproducts.com/csr-policy.pdf

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 the 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.

Statutory Auditors

The Shareholders in their meeting held on 11^th July, 2017 approved the appointment of M/s. Ramanatham & Rao, Chartered Accountants, Hyderabad, as the Statutory Auditors of the Company, to hold office till the conclusion of 61^st Annual General Meeting.

Internal Auditors

The Board of Directors based on the recommendation of the Audit Committee have re-appointed M/s. Ramesh & Co., Chartered Accountants, Hyderabad, as the Internal Auditors of your Company. The Internal Auditors are submitting their reports on quarterly basis.

Cost Auditors

In accordance with Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 and The Companies (Audit and Auditors) Rules, 2014 the Audit Committee has recommended and the Board of Directors had appointed M/s. Kapardi & Associates, Cost Accountants, Hyderabad, being eligible and having sought re-appointment, as Cost Auditors of the Company, to carry out the cost audit of the products manufactured by the Company during the financial year 2018-19 on a remuneration of Rs,1,50,000/-. 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. Kapardi & Associates, Cost Accountants, is included in the Notice convening the Annual General Meeting.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. P.S.Rao & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as ‘Annexure IV'' to this report.

Directors

The Board of Directors have appointed Mr. Kode Durga Prasad, IPS (Retd.) as an Additional Director of the Company who holds office till the ensuing Annual General Meeting. The Board, based on the recommendation of Nomination and Remuneration Committee considered the appointment of Mr. Kode Durga Prasad as an Independent Director subject to approval of shareholders. Accordingly a resolution seeking approval of Shareholders for his appointment as an Independent Director for a period of five years is included at Item No.5 of the Notice convening the Annual General Meeting.

In accordance with the provisions of Section 152 of the Companies Act, 2013, Ms. Kulsoom Noor Saifullah and Dr. Lanka Krishnanand, Directors of the Company retire by rotation and being eligible, have offered themselves for re-appointment.

All the Independent Directors have given declarations stating that they meet the criteria of independence as per the provisions of Section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Meetings of the Board

Four 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 form part of this Annual Report.

Audit Committee

The Board has constituted Audit Committee as per the provisions of Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The composition, attendance, powers and role of the Audit Committee are included in Corporate Governance Report. All the recommendation made by the Audit Committee were accepted by the Board of Directors.

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 pursuant to and in compliance with Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to Section 178 of the Companies Act, 2013. 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 the 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 payable to Executive Director(s) and recommends to the Board the same 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 Companies Act, 2013 and SEBI Listing Regulations.

The remuneration determined for Executive/Independent Directors is subject to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors. The Non-Executive Directors are compensated by way of profit sharing Commission and the Non-Executive Directors are entitled to sitting fees for the Board/Committee Meetings. The remuneration paid to Directors, Key Managerial Personnel and all other employees is in accordance with the Remuneration Policy of the Company.

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

(b) Familiarization/Orientation program for Independent Directors:

A formal familiarization programme was conducted about the amendments in the Companies Act, Rules prescribed there under, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and all other applicable laws of the Company.

It is the general practice of the Company to notify the changes in all the applicable laws from time to time in every Board Meeting conducted.

The details of such familiarization programmes for Independent Directors are posted on the website of the Company and web link is http://cclproducts.com/familiarization-programme-for-independent-directors.pdf

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

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 and other Committees.

A structured questionnaire was prepared after taking into consideration 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 the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Fixed Deposits

Your Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance sheet.

Capex

Your company has spent the following amounts towards capex during this financial year:

1. At Duggirala plant for Civil works and line balancing of plant & machinery '' 23 crores

2. At SEZ in Kuvakolli, Chittoor District for establishment of a new freeze dried coffee plant '' 198 crores

Directors’ Responsibility Statement

Pursuant to Section 134 (5) of the Companies Act, 2013, 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 judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the company at the end of the financial year 2017-18 and of the profit or loss of the 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 the Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts for the year 2017-18 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 Company has a Whistle Blower Policy framed to deal with instance of fraud and mismanagement if any, in the Group. The details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company and the web link is http://cclproducts.com/whistle-blower-policy.pdf

Risk Management

The Company has constituted a Risk Management Committee and formulated a policy on the Risk Management. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board''s Report. The Risk Management Policy of the Company is posted on the website of the Company and the web link is http://cclproducts.com/risk-management-policy.pdf

Related Party Transactions

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 the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All related party transactions are placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit Committee is obtained as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the transactions which are of a foreseen and repetitive nature. The Company has developed a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions.

None of the transactions with related parties falls under the scope of section 188(1) of the Companies Act, 2013. Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in ‘Annexure V'' in Form AOC-2 and forms part of this report.

The policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company and the web link is http://cclproducts.com/policy-on-related-party-transactions.pdf.

Policy on Material Subsidiaries

The Policy on Material Subsidiaries as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as approved by the Board is uploaded on the website of the Company and the web link is http://cclproducts. com/policy-on-material-subsidiary.pdf

Extract of Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and

Administration) Rules, 2014, the details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as ‘Annexure VI'' to this report.

Management Discussion & Analysis

Pursuant to the provisions of Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a report on Management Discussion & Analysis is herewith annexed as “Annexure VII” to this report.

Particulars of Employees

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 the Company is herewith annexed as “Annexure VIII” to this report.

Business Responsibility Report

A Business Responsibility Report as per Regulation 34 of the Listing Regulations, detailing the various initiatives taken by the Company on the environmental, social and governance front forms an integral part of this Annual Report.

Corporate Governance

The Company has been making every endeavor to bring more transparency in the conduct of its business. As per the requirements of the per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a compliance report on Corporate Governance for the year 2017-18 and a Certificate from the Secretarial Auditors of the Company are furnished, which form 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 such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Company''s vision. Your Company appreciates the spirit of its dedicated employees.

Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Work place

Your Company strongly supports the rights of all its employees to work in an environment, free from all forms of harassment. The 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. The Company has also constituted an Internal Committee, known as Anti Sexual Harassment Committee to address the concerns and complaints of sexual harassment and to recommend appropriate action.

The Company has not received any complaint on sexual harassment during the year.

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 Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as ‘Annexure IX'' to this report.

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 the Company and its future operations.

Material Changes and Commitments

There were no material changes and commitments affecting the financial position of the Company that have occurred between the end of the Financial Year 2017-18 of the Company and the date of the report.

Acknowledgments

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

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

On behalf of the Board

Place: Hyderabad Sd/-

Date: 21^st May, 2018 Challa Rajendra Prasad

Executive Chairman

---

Mar 31, 2017

Directors’ Report

The Directors submit their report for the financial year ended 31.03.2017:

(Rs. in Lakhs)

Particulars	2016-17	2015-16
Revenue from operations Profit for the year after meeting all expenses	70,739	67,719
(before Interest, Depreciation & Tax) Less:	17,050	14,040
Interest	683	430
Depreciation and other write offs	1067	984
Provision for Taxation	5,431	4,432
Net Profit	9,869	8,194
Balance brought forward	13,189	8,998
Balance available for appropriation	23,058	17,192
Provision for dividend	-	3,326
Provision for dividend tax	-	677
Transfer to General Reserve	-	-
Balance carried forward to Balance sheet	23,058	13,189

Company Performance

Your Company posted good financial results during the year under review. Turnover of the Company has increased from Rs. 67,719 Lakhs to Rs. 70,739 Lakhs and the net profit of the Company increased from Rs. 8,194 Lakhs to Rs. 9,869 Lakhs.

Transfer of amount to General Reserve

No amount has been transferred to reserves during the year.

Dividend

Your Directors are pleased to recommend a final dividend of Rs. 2.50/- per equity share of Rs.2/- each for the year 2016-17 subject to the approval of shareholders.

Subsidiaries Jayanti Pte Limited (Singapore)

Jayanti Pte Limited is a wholly owned subsidiary of the Company incorporated in Singapore for the purpose of promoting instant coffee projects in various countries. This is only an investment Company, hence no operational performance is reported.

Grandsaugreen SA (Switzerland)

Grandsaugreen SA is a wholly owned subsidiary of Jayanti Pte Limited and step down subsidiary of the Company incorporated in Switzerland. This is an agglomeration and packing unit and a brief operational performance of the Company is as below:

(Rs. in Lakhs)

Particulars	2016-17	2015-16
Revenue from operations	2,282	8,572
Profit for the year after meeting all expenses
(before Interest, Depreciation & Tax)	(54)	159
Less:
Interest	14	22
Depreciation and other write offs	483	480
Provision for Taxation	21	32
Net Profit/Loss	(572)	(375)

Ngon Coffee Company Limited (Vietnam)

Ngon Coffee Company Limited is a wholly owned subsidiary, jointly owned by CCL and Jayanti Pte Limited. This is an instant coffee manufacturing unit and a brief operational performance is as below:

(Rs. in Lakhs)

Particulars	2016-17	2015-16
Revenue from operations	26,353	24,376
Profit for the year after meeting all expenses
(before Interest, Depreciation & Tax)	6,711	6,405
Less:
Interest	421	629
Depreciation and other write offs	1,774	1,375
Provision for Taxation	-	-
Net Profit/Loss	4,516	4,401

Continental Coffee Private Limited

Continental Coffee Private Limited is a wholly owned subsidiary of the Company, which has been established with an objective of promoting instant coffee brands of the Company in the domestic market and a brief operational performance is as below:

(Rs. in Lakhs)

Particulars	2016-17	2015-16
Revenue from operations	277	12
Profit for the year after meeting all expenses
(before Interest, Depreciation & Tax)	(371)	(2)
Less:
Interest	-	-
Depreciation and other write offs	-	-
Provision for Taxation	-	-
Net Profit/Loss	(371)	(2)

The statement containing the salient features of the financial statement of subsidiaries as per sub-section (3) of Section 129 of the Companies Act, 2013 in Form AOC-1 is herewith annexed as ‘Annexure I’ to this report.

Corporate Social Responsibility

The Company as part of its Corporate Social Responsibility (CSR) initiative, undertook many projects like promotion of education in rural areas, infrastructure and sanitation development, welfare of girl child, facilitating pure drinking water to the identified rural areas in and around the factory at Duggirala, Guntur District, Andhra Pradesh and also rural women empowerment and rural youth skill development programmes in rural areas around Hyderabad.

The Annual Report on CSR activities is annexed herewith as ‘Annexure II’ to this report. The CSR Policy is posted on the website of the Company and the web link is http://cclproducts.com/assets/csr-policy22.pdf

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 the 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.

Statutory Auditors

The Shareholders in their meeting held on 19^th July, 2014 approved the appointment M/s. M. Anandam & Co., Chartered Accountants, Hyderabad, as the Statutory Auditors of the Company to hold office till the conclusion of 56th Annual General Meeting. The Board of Directors based on the recommendation of Audit Committee considered the appointment of M/s. Ramanatham & Rao, Chartered Accountants, Secunderabad (Registration No. 002934S) as Statutory Auditors of the Company from the conclusion of 56^th Annual General Meeting till the conclusion of 61^st Annual General Meeting, subject to approval of shareholders in the 56^th Annual General Meeting and thereafter ratification of their appointment by the members in every Annual General Meeting. Accordingly, a resolution seeking Members’ appointment for M/s. Ramanatham & Rao, Chartered Accountants, as the Statutory Auditors of the Company is included in the Notice convening the Annual General Meeting for approval of the shareholders.

Internal Auditors

The Board of Directors based on the recommendation of the Audit Committee have re-appointed M/s. Ramesh & Co., Chartered Accountants, Hyderabad, as the Internal Auditors of your Company. The Internal Auditors are submitting their reports on quarterly basis.

Cost Auditors

In accordance with Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 and The Companies (Cost Records and Audit) Rules, 2014 the Audit Committee has recommended and the Board of Directors had appointed M/s. Kapardi & Associates, Cost Accountants, Hyderabad, being eligible and having sought re-appointment, as Cost Auditors of the Company, to carry out the cost audit of the products manufactured by the Company during the financial year 2017-18 on a remuneration of '' 1,50,000/-. 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. Kapardi & Associates, Cost Accountants, is included in the Notice convening the Annual General Meeting.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. P.S.Rao & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as ‘Annexure III’ to this report.

Directors and Key Managerial Personnel

Based on the recommendation of Nomination and Remuneration Committee and subject to approval of the shareholders in the ensuing Annual General Meeting, the Board of Directors have appointed Mr. B.Mohan Krishna as Whole Time Director of the Company for a period of two years, designated as Director-Operations, whose office is liable to retire by rotation. Accordingly, resolutions seeking approval of Shareholders are included in the Notice convening the Annual General Meeting.

In accordance with the provisions of Section 152 of the Companies Act, 2013, Ms. Shantha Prasad Challa and Mr.B.Mohan Krishna, Directors of the Company retire by rotation and being eligible, have offered themselves for re-appointment.

All the Independent Directors have given declarations stating that they meet the criteria of independence as per the provisions of Section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

There was no resignation / appointment and removal of any Key Managerial Personnel during the year. A Brief Profile of the Directors of the Company is annexed with as ‘Annexure IV’ to this report.

Meetings of the Board

Four meetings of the Board of Directors were held during the year. The details of the Board and Committee meetings are given in the Corporate Governance Report which form part of this Annual Report.

Audit Committee

The Board has constituted Audit Committee as per the provisions of Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The composition, attendance, powers and role of the Audit Committee are included in Corporate Governance Report. All the recommendations made by the Audit Committee were accepted by the Board of Directors.

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 pursuant to and in compliance with Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to Section 178 of the Companies Act, 2013. 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 the Company, recommend to the Board their appointment and removal and to 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 payable to Executive Director(s) and recommends to the Board the same 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 Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

The remuneration determined for Executive/Independent Directors is subject to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors. The Non-Executive Directors are compensated by way of profit sharing Commission and the Non-Executive Directors are entitled to sitting fees for the Board/Committee Meetings. The remuneration paid to Directors, Key Managerial Personnel and all other employees is in accordance with the Remuneration Policy of the Company.

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

(b) Familiarization/Orientation program for Independent Directors: A formal familiarization programme was conducted about the amendments in the Companies Act, 2013, Rules prescribed there under, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and all other applicable laws of the Company.

It is the general practice of the Company to notify the changes in all the applicable laws from time to time in every Board Meeting conducted.

The details of such familiarization programmes for Independent Directors are posted on the website of the Company and web link is http://cclproducts.com/assets/familiarization-programme-for-independent-http://cclproducts.com/assets/familiarization-programme-for-independent-directors-123.pdf

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

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 and other Committees.

A structured questionnaire was prepared after taking into consideration 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 the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Fixed Deposits

Your Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance sheet.

Capex

The Company has spent Rs.1719.62 Lakhs towards plant & machinery and other equipment during the year.

Directors’ Responsibility Statement

Pursuant to Section 134 (5) of the Companies Act, 2013, 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 judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the company at the end of the financial year 2016-17 and of the profit or loss of the 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 the company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts for the year 2016-17 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 Company has a Whistle Blower Policy framed to deal with instance of fraud and mismanagement, if any in the Group. The details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company and the web link is http://cclproducts.com/assets/whistle-http://cclproducts.com/assets/whistle-blower-policy4.pdf

Risk Management

The Company has constituted a Risk Management Committee and formulated a policy on the Risk Management. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board’s Report. The Risk Management Policy of the Company is posted on the website of the Company and the web link is http://cclproducts.com/assets/risk-management-policy4.pd f

Related Party Transactions

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 the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All related party transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the transactions which are of a foreseen and repetitive nature. The Company has developed a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions.

None of the transactions with related parties falls under the scope of section 188(1) of the Companies Act, 2013. Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in ‘Annexure V’ in Form AOC-2 and forms part of this report.

The policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company and the web link is http://cclproducts.com/assets/policy-on-related-party-transactions22.pdf

Policy on Material Subsidiaries

The Policy on Material Subsidiaries as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as approved by the Board is uploaded on the website of the Company and the web link is http://cclproducts.com/assets/policy-on-material-subsidiary4.pdf

Extract of Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as ‘Annexure VI’ to this report.

Management Discussion & Analysis

Pursuant to the provisions of Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a report on Management Discussion & Analysis is herewith annexed as “Annexure VII” to this report.

Particulars of Employees

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

Corporate Governance

The Company has been making every endeavor to bring more transparency in the conduct of its business. As per the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a compliance report on Corporate Governance for the year 2016-17 and a Certificate from the Auditors of the Company are furnished which form 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 such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Company’s vision. Your Company appreciates the spirit of its dedicated employees.

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

Your Company strongly supports the rights of all its employees to work in an environment free from all forms of harassment. The 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 there under. 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. The Company has also constituted an Internal Committee, known as Anti Sexual Harassment Committee to address the concerns and complaints of sexual harassment and to recommend appropriate action.

The Company has not received any complaint on sexual harassment during the year.

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 Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as ‘Annexure IX’ to this report.

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 the Company and its future operations.

Material Changes and Commitments

There were no material changes and commitments affecting the financial position of the Company that have occurred between the end of the Financial Year 2016-17 of the Company and the date of the report.

Acknowledgments

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

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

On behalf of the Board

Sd/-

Place : Hyderabad Challa Rajendra Prasad

Date : 22^nd May, 2017 Executive Chairman

---

Mar 31, 2015

Dear Members,

The Directors submit their report for the financial year ended 31.03.2015:

(in Lakhs)

Particulars 2015 2014

Revenue from operations 67,198 61,110

Profit for the year after meeting all expenses (before Interest, Depreciation & Tax) 12,933 12,844

Less:

Interest 564 728

Depreciation and other write offs 945 1,297

Provision for Taxation 3,957 3,495

Net Profit 7,466 7,326

Balance brought forward 6,967 4,508

Balance available for appropriation 14,399 11,834

Provision for dividend 1,995 1,596

Provision for dividend tax 406 271

Transfer to General Reserve 3,000 3,000

Balance carried forward to Balance sheet 8,998 6,967

Company Performance

Your Company posted good financial results during the year under review. Turnover of the Company has increased from Rs. 61,110 Lakhs toRs. 67,198 Lakhs and the net profit of the Company increased from Rs. 7,326 Lakhs to Rs. 7,466 Lakhs.

Dividend

Your Directors are pleased to recommend a dividend of Rs. 1.50/- per equity share of Rs. 2/- each for the year 2014-15 subject to the approval of shareholders.

Subsidiaries

Jayanti Pte Limited (Singapore)

Jayanti Pte Limited is a wholly owned subsidiary of the Company incorporated in Singapore for the purpose of promoting projects in various countries. This is only an investment subsidiary, hence no operational performance is reported.

Grandsaugreen SA (Switzerland)

Grandsaugreen SA is a wholly owned subsidiary of Jayanti Pte Limited and step down subsidiary of the Company incorporated in Switzerland. This is an agglomeration and packing unit and a brief operational performance of the Company is as below:

(Rs. in Lakhs)

Particulars 2015 2014

Revenue from operations 6,655 4,422

Profit for the year after meeting all expenses

(before Interest, Depreciation & Tax) 224 158

Less:

Interest 15 126

Depreciation and other write offs 476 453

Provision for Taxation 27 20

Net Profit/Loss (294) (441)

Ngon Coffee Company Limited (Vietnam)

Ngon Coffee Company Limited is a wholly owned subsidiary, jointly owned by CCL and Jayanti Pte Limited. This is an instant coffee manufacturing unit and a brief operational performance is as below:

(Rs. in Lakhs)

Particulars 2015 2014

Revenue from operations 19,554 10,177

Profit for the year after meeting all expenses

(before Interest, Depreciation & Tax) 4,271 1,575

Less:

Interest 782 864

Depreciation and other write offs 1,261 1,161

Provision for Taxation - -- Net Profit/Loss 2,228 (450)

Continental Coffee Private Limited

Continental Coffee Private Limited is a wholly owned subsidiary of the Company, which has been established with an objective of promoting instant coffee brands of the Company in the domestic market.

The Statement containing the salient feature of the financial statement of subsidiaries as per sub-section (3) of Section 129 of the Companies Act, 2013 in Form AOC-1 is herewith annexed as ''Annexure I'' to this report.

Corporate Social Responsibility

The Company as part of its Corporate Social Responsibility (CSR) initiative, undertook many projects like promotion of education in rural areas, infrastructure and sanitation development, welfare of girl child, facilitating pure drinking water to the identified rural areas in and around the factory at Duggirala, Guntur District, Andhra Pradesh.

The Company also contributed towards improvement of health and sanitation to set up Green Toilets at several places throughout Guntur District.

The Company also took the initiative to construct houses to the Hudhud cyclone victims at Visakhapatnam District of Andhra Pradesh.

The Annual Report on CSR activities is annexed herewith as "Annexure II" to this report and CSR Policy is posted on the website of the Company and the web link is http://cclproducts.com/wp-content/ uploads/2015/05/CSR-Policy.pdf

In furtherance of its commitment to the society, during the year under review, your Company other than those covered under CSR, has donated Rs. 213 Lakhs to many welfare and philanthropic activities in the areas of education, sports, culture, construction of houses to weaker sections and other charitable purposes.

Statutory Auditors

The shareholders in their meeting held on 19th July, 2014 approved the appointment of M/s. M. Anandam & Co., Chartered Accountants, Hyderabad, as the Statutory Auditors of the Company to hold office till the conclusion of 56th Annual General Meeting subject to ratification of shareholders in every Annual General Meeting. Accordingly, a resolution seeking Members'' ratification on appointment of M/s. Anandam & Co., Chartered Accountants, Hyderabad, as the Statutory Auditors of the Company for the financial year 2015-16 is included at Item No.4 of the Notice convening the Annual General Meeting. As required under Clause 49 of the Listing Agreement.

Internal Auditors

The Board of Directors based on the recommendation of the Audit Committee have re-appointed M/s. Ramesh & Co., Chartered Accountants, Hyderabad, as the Internal Auditors of your Company. The Internal Auditors are submitting their reports on quarterly basis.

Cost Auditors

In accordance with Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 and The Companies (Audit and Auditors) Rules, 2014, the Audit Committee has recommended and the Board of Directors had appointed M/s. Kapardi & Associates, Cost Accountants, Hyderabad, being eligible and having sought re-appointment, as Cost Auditors of the Company, to carry out the cost audit of the products manufactured by the Company during the financial year 2015-16 on a remuneration of Rs.1,00,000/- . The remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a resolution seeking Members'' ratification for the remuneration payable to M/s. Kapardi & Associates, Cost Accountants, is included at Item No.7 of the Notice convening the Annual General Meeting.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. P.S.Rao & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure III" to this report.

Directors

The Board of Directors have appointed Mr. G.V. Krishna Rau, IAS (Retd.) as an Additional Director of the Company who holds office till the ensuing Annual General Meeting. The Board, based on the recommendation of Nomination and Remuneration Committee considered the appointment of Mr. G.V.Krishna Rau as an Independent Director subject to approval of shareholders. Accordingly a resolution seeking approval of shareholders for his appointment as an Independent Director for a period of five years is included at Item No.5 of the Notice convening the Annual General Meeting.

The Board of Directors have appointed Ms. Kulsoom Noor Saifullah as an Additional Director of the Company who holds office till the Annual General Meeting. The Board, based on the recommendation of Nomination and Remuneration Committee considered the appointment of Ms. Kulsoom Noor Saifullah as a Non-Executive Director subject to approval of shareholders. Accordingly a resolution seeking approval of shareholders for her appointment as a Non-Executive Director whose office is liable to retire by rotation is included at Item No.6 of the Notice convening the Annual General Meeting.

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. B. Mohan Krishna, Director of the Company retires by rotation and being eligible, has offered himself for re-appointment.

Mr. Zafar Saifullah, IAS (Retd.), Director of the Company passed away on 25th July, 2014. He was associated with your Company as an Independent Director since 2007. Your Directors paid their tribute to him at their meeting held on 28th October, 2014.

Mr. Jonathan T Feuer resigned from the office of the Director w.e.f 17th March, 2015.

Every Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter at the first meeting of the Board in every financial year, gives a declaration that he meets the criteria of independence as provided under the Companies Act, 2013.

A Brief Profile of the Directors of the Company is annexed herewith as "Annexure IV" to this report.

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Fixed Deposits

Your Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance sheet.

Capex

The Company has spent Rs.1,074 Lakhs towards balancing equipment during the year.

Directors'' Responsibility Statement

Pursuant to Section 134 (5) of the Companies Act, 2013, 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 judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2014-15 and of the profit or loss of the 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 the Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts for the year 2014-15 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 Company has a Whistle Blower Policy framed to deal with instance of fraud and mismanagement, if any in the Group. The details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company and the web link is http://cclproducts.com/wp-content/ uploads/2015/05/Whistle-Blower-Policy.pdf

Risk Management

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee and formulated a policy on the Risk Management. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board''s Report. The Risk Management Policy of the Company is posted on the website of the Company and the web link is http://cclproducts.com/wp-content/ uploads/2015/05/Risk-Management-Policy.pdf

Related Party Transactions

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 the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All related party transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained as per Clause 49 of the Listing Agreement for the transactions which are of a foreseen and repetitive nature. The Company has developed a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions.

The Policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company and the web link is http://cclproducts.com/wp-content/uploads/2015/05/Policy-on-Related- Party-Transactions-.pdf

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 in Form AOC-2 is herewith annexed as ''Annexure V'' to this report.

Policy on Material Subsidiaries

The Policy on Material Subsidiaries as per Clause 49 of the Listing Agreement as approved by the Board is uploaded on the website of the Company and the web link is http://cclproducts.com/wp-content/ uploads/2015/05/Policv-on-material-subsidiarv.pdf

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure VI" to this report.

Management Discussion & Analysis

Pursuant to the provisions of Clause 49 of the Listing Agreement, a report on Management Discussion & Analysis is herewith annexed as ''Annexure VII'' to this report.

Particulars of Employees

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

Corporate Governance

The Company has been making every endeavor to bring more transparency in the conduct of its business. As per the requirements of the Listing Agreement with the Stock Exchanges, a compliance report on Corporate Governance for the year 2014-15 and a Certificate from the Auditors of the Company are furnished which form 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 such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Company''s vision. Your Company appreciates the spirit of its dedicated employees.

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 Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure IX" to this report.

Significant and material orders passed by the regulators or courts

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

Acknowledgments

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

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

On behalf of the Board

Sd/-

Place : Hyderabad Challa Rajendra Prasad Date : 26th May, 2015 Executive Chairman

---

Mar 31, 2014

The Directors submit their report for the financial year ended 31.03.2014:

(Rs. in Lakhs)

Particulars 2014 2013

Revenue from operations 61110 58482

Profit for the year after meeting all expenses

(before Interest, Depreciation & Tax) 12844 10866

Less:

Interest 728 1196

Depreciation and other write offs 1297 1587

Provision for Taxation 3495 2624

Net Profit 7326 5459

Balance brought forward 4508 2822

Balance available for appropriation 11834 8281

Short provision for Income Tax earlier

Provision for dividend 1596 665

Provision for dividend tax 271 108

Transfer to General Reserve 3000 3000

Balance carried forward to Balance sheet 6967 4508

Company Performance

Your Company posted good financial results during the year under review. The production and sales of Instant Coffee were 13,808 M.Ts. and 13,840 M.Ts. as against 13,045 M.Ts. and 13,003 M.Ts. respectively in the preceding year. Turnover of the Company has increased from Rs. 58,482 Lakhs to Rs. 61,110 Lakhs and the net profit of the Company increased from Rs. 5,459 Lakhs to Rs. 7,326 Lakhs, registering a growth of 34%.

Dividend

Your Directors are pleased to recommend a dividend of Rs. 1.20/- per equity share of Rs. 2/- each for the year 2013-14 subject to the approval of shareholders.

Wholly Owned Subsidiaries

M/s. Ngon Coffee Company Limited, the step down subsidiary of the Company at Vietnam, achieved a turnover ofRs. 10,177 Lakhs in the first year of its commercial operations and expected to perform well during the financial year 2014-15.

As part of promoting sales in domestic market for various brands promoted by your Company, the Board has made M/s. Continental Coffee Private Limited as wholly owned subsidiary.

Service to the Community

In furtherance of its commitment to the society, during the year under review, your Company has donated Rs. 76.45 Lakhs to many welfare and philanthropic activities in the areas of education, sports, culture and other charitable purposes.

Statutory Auditors

Pursuant to the provisions of Section 139(2) of the Companies Act, 2013, on rotation of audit firms, and based on the recommendation of the Audit Committee, the Board has at its meeting held on May 23, 2014 recommended the re-appointment of M/s. M. Anandam & Co., Chartered Accountants, Hyderabad, as the Statutory Auditors of the Company to hold office from conclusion of this Annual General Meeting for a period of 3 years in accordance with the Act, subject to the ratification of shareholders at every Annual General Meeting. M/s. M. Anandam & Co., Chartered Accountants, Hyderabad, have confirmed that the appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013. Accordingly, the appointment of M/s. Anandam & Co., Chartered Accountants, Hyderabad, as the Statutory Auditors, is being proposed as an Ordinary Resolution.

Internal Auditors

The Board of Directors based on the recommendation of the Audit Committee have re-appointed M/s. Ramesh & Co., Chartered Accountants, Hyderabad, as the Internal Auditors of your Company. The Internal Auditors are submitting their reports on quarterly basis.

Cost Auditors

In accordance with Section 141 of the Companies Act, 2013 (corresponding Section 233B of the Companies Act, 1956) and the MCA General Circular No. 15/2011 dated April 11, 2011, (as amended vide General Circular No. 36/2012 dated November 6, 2012), the Audit Committee has recommended and the Board of Directors had appointed M/s. Kapardi & Associates, Cost Accountants, Hyderabad, being eligible and having sought re-appointment, as Cost Auditors of the Company, to carry out the cost audit of the products manufactured by the Company during the financial year 2014-15.

Directors

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Jonathan T Feuer retires by rotation and being eligible, has offered himself for re-appointment.

Pursuant to provisions of Section 149 and other applicable provisions of the Companies Act, 2013 read with Rules thereon, all Independent Directors of the Company are seeking fresh appointment for five consecutive years commencing from the ensuing Annual General Meeting.

Fixed Deposits

Your Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance sheet.

Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000, 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, if any;

ii. Such accounting policies as mentioned in the notes to the financial statements have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2013-14 and of the profit or loss of the 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. The annual accounts for the year 2013-14 have been prepared on a going concern basis.

Management Discussion & Analysis

Pursuant to the provisions of Clause 49 of the Listing Agreement, a report on Management Discussion & Analysis is set out in Annexure - I attached to this report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

A statement of the particulars of the conservation of energy, technology absorption and foreign exchange earnings and outgoings as required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is furnished in Annexure - II attached to this report.

Your Company recycles solid waste generated during the production of coffee as biomass fuel for energy input to the boilers, thus conserving scarce fossil fuel, and in turn reducing pollution to the environment.

Particulars of Employees

The particulars of employees required to be furnished under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, forms part of this Report and is given as Annexure - III.

Corporate Governance

The Company has been making every endeavor to bring more transparency in the conduct of its business. As per the requirements of the Listing Agreement with the Stock Exchanges, a compliance report on Corporate Governance for the year 2013-14 and a Certificate from the Auditors of the Company are furnished which form 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 such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Company''s vision. Your Company appreciates the spirit of its dedicated employees.

Acknowledgments

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

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

On behalf of the Board



Sd/-

Place : Hyderabad Challa Rajendra Prasad

Date : 23rd May, 2014 Executive Chairman

---

Mar 31, 2013

The Directors submit their report for the financial year ended 31st March, 2013:

(Rs.in Lakhs)

Particulars 2013 2012

Revenue from operations 58482 48973

Profit for the year after meeting all expenses (before Interest, Depreciation & Tax) 10866 8175

Less: Interest 1196 1156

Depreciation and other write offs 1587 1585

Provision for Taxation 2624 1781

Net Profit 5459 3653

Balance brought forward 2822 942

Balance available for appropriation 8281 4595

Short provision for Income Tax earlier

Provision for dividend 665 665

Provision for dividend tax 108 108

Transfer to General Reserve 3000 1000

Balance carried forward to Balance sheet 4508 2822

Company Performance

Your Company posted good financial results during the year under review. The production and sales of Instant Coffee were 13,045 M.Ts. and 13,003 M.Ts. as against 12,392 M.Ts. and 12,589 M.Ts. respectively in the preceding year. Turnover of the company has increased from Rs. 48,973 Lakhs to Rs. 58,482 Lakhs, registering growth of 19%. The net profit of the Company for the current year is Rs. 5,459 Lakhs as against Rs. 3,653 Lakhs in the preceding year, registering growth of 49%.

Dividend

Your Directors are pleased to recommend a dividend of Rs. 5 per equity share of Rs. 10/- for the year 2012- 13 subject to the approval of shareholders.

Wholly Owned Subsidiary

Your Company has successfully completed implementation of the instant coffee project through its 100% stepdown subsidiary, M/s Ngon Coffee Company Limited, Vietnam. The Plant was inaugurated by the Hon''ble Minister of State, Ministry of Commerce and Industry, Dr. Smt. D. Purandeswari on 28th of April, 2013. The operations of other subsidiary namely M/s. Grandsaugreen SA, Switzerland are expected to improve in the ensuing year.

Service to the Community

In furtherance of its commitment to the society, during the year under review, your Company has donated Rs. 16.4 Lakhs to many welfare and philanthropic activities in the areas of education, sports, culture, etc.

Statutory Auditors

The present Statutory Auditors of the Company, M/s M. Anandam & Co., Chartered Accountants, Secunderabad, retire at the forthcoming Annual General Meeting, and being eligible, offer themselves for re-appointment.

Internal Auditors

The Board of Directors has appointed M/s. Ramesh & Co., Chartered Accountants, Hyderabad, as the Internal Auditors of your Company. The Internal Auditors are submitting their reports on quarterly basis.

Directors

As per the Company''s Articles of Association, Mr. Zafar Saifullah and Mr. Jonathan T Feuer, Directors of your Company, retire by rotation and, being eligible, offer themselves for re-appointment.

Fixed Deposits

Your Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance sheet.

Directors'' Responsibility Statement

In terms of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm the following with regard to the Annual Accounts, Accounting Policies, Maintenance of accounting records, etc. -

i. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2012-13 and of the profit or loss of the company for that period;

iii. That the Directors have taken proper and sufficient care forthe maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. The annual accounts have been prepared on a going concern basis.

Management Discussion & Analysis

Pursuant to the provisions of Clause 49 of the Listing Agreement, a report on Management Discussion & Analysis is set out in Annexure - I attached to this report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

A statement of the particulars of the conservation of energy, technology absorption and foreign exchange earnings and outgoings as required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is furnished in Annexure - II attached to this report.

Your Company recycles solid waste generated during the production of coffee as biomass fuel for energy input to the boilers, thus conserving scarce fossil fuel, and in turn reducing pollution to the environment.

Particulars of Employees

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, forms part of this Report and is given as Annexure - III.

Corporate Governance

The Company has been making every endeavor to bring more transparency in the conduct of its business. As per the requirements of the Listing Agreement with the Stock Exchanges, a compliance report on Corporate Governance for the year 2012-13 and a Certificate from the Auditors of the Company are furnished which form 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 such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Company''s vision. Your Company appreciates the spirit of its dedicated employees.

Acknowledgments

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

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

On behalf of the Board

Sd/-

Place : Hyderabad Challa Rajendra Prasad

Date : 03rd July, 2013 Chairman and Managing Director

---

Mar 31, 2012

The Directors submit their report for the financial year ended 31st March, 2012:

(Rs.in Lakhs)

Particulars 2011-12 2010-11

Revenue from operations 48936 35281

Profit for the year after meeting all expenses (before Interest, Depreciation & Tax) 8175 6775

Less:

Interest 1156 1242

Depreciation and other write offs 1585 1505

Provision for Taxation 1781 1276

Net Profit 3653 2752

Balance brought forward 942 552

Balance available for appropriation 4595 3304

Short provision for Income Tax earlier - 53

Provision for dividend 665 266

Provision for dividend tax 108 43

Transfer to General Reserve 1000 2000

Balance carried forward to Balance sheet 2822 942

Company Performance

Your Company posted good financial results during the year under review. The production and sales of Instant Coffee were 12,392 M.Ts. and 12,589 M.Ts. as against 11,607 M.Ts. and 11,277 M.Ts. respectively in the preceding year. Turnover of the Company has increased from Rs. 35,550 Lakhs to Rs. 49,291 Lakhs, registering growth of 39%. The net profit of the Company for the current year is Rs. 3,653 Lakhs as against Rs. 2,752 Lakhs in the preceding year, registering growth of 33%.

Dividend

Your Directors are pleased to recommend a dividend of Rs. 5/- per equity share of Rs. 10/- for the year 2011-12 subject to the approval of shareholders.

Wholly Owned Subsidiary

Your Company's 100% stepdown subsidiary M/s. Grandsaugreen, Switzerland, catering to the requirements of the clients in the Europe, has performed well during the year.

Your Company has since completed implementation of the instant coffee project through its 100% stepdown subsidiary, M/s. Ngon Coffee Company Limited, Vietnam. Presently, the Company is carrying out trial runs and the commercial production is expected to commence during the third quater of the current financial year.

Service to the Community

In furtherance of its commitment to the society, during the year under review, your Company has donated Rs.18.51 Lakhs to many welfare and philanthropic activities in the areas of education, sports, culture, etc.

Statutory Auditors

The present Statutory Auditors of the Company, M/s. M. Anandam & Co., Chartered Accountants, Secunderabad, retire at the forthcoming Annual General Meeting, and being eligible, offer themselves for re-appointment.

Internal Auditors

The Board of Directors has appointed M/s. Ramesh & Co., Chartered Accountants, Hyderabad, as the Internal Auditors of your company. The Internal Auditors are submitting their reports on quarterly basis.

Directors

As per the Company's Articles of Association, Mr. I. J. Rao and Mr. Vipin K. Singal, Directors of your company, retire by rotation and, being eligible, offer themselves for re-appointment.

Fixed Deposits

Your Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance Sheet.

Directors' Responsibility Statement

In terms of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm the following with regard to the Annual Accounts, Accounting Policies, Maintenance of accounting records, etc. -

i. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 2011-12 and of the profit or loss of the company for that period;

iii. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

iv. The annual accounts have been prepared on a going concern basis.

Management Discussion & Analysis

Pursuant to the provisions of Clause 49 of the Listing Agreement, a report on Management Discussion & Analysis is set out in Annexure - I attached to this report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

A statement of the particulars of the conservation of energy, technology absorption and foreign exchange earnings and outgoings as required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is furnished in Annexure - II attached to this report.

Your Company recycles solid waste generated during the production of coffee as biomass fuel for energy input to the boilers, thus conserving scarce fossil fuel, and in turn reducing pollution to the environment.

Particulars of Employees

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, forms part of this Report and is given as Annexure - III.

Corporate Governance

The Company has been making every endeavor to bring more transparency in the conduct of its business. As per the requirements of the Listing Agreement with the Stock Exchanges, a compliance report on Corporate Governance for the year 2011-12 and a Certificate from the Auditors of the Company are furnished, which form 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 such workenvironment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Company's vision. Your Company appreciates the spirit of its dedicated employees.

Acknowledgments

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

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

On behalf of the Board

Sd/-

Place : Hyderabad Challa Rajendra Prasad

Date : 11th August, 2012 Chairman and Managing Director

---

Mar 31, 2011

Dear Members,

The Directors' submit their report for the financial year ended 31st March, 2011:

(Rs. in Lakhs)

Particulars 2010-11 2009-10

Gross Income 35,550 28,201

Gross Profit (before Interest, Depreciation & Tax) 6,775 6,306

Less:

Interest 1,242 1,394

Depreciation and other write offs 1,505 1,419

Provision for Taxation 1,276 792

Net Profit 2,752 2,700

Profit Brought Forward 552 1,085

Balance available for appropriation 3,304 3,785

Short provision for Income Tax 53 0

Provision for dividend 266 200

Provision for dividend tax 43 33

Transfer to General Reserve 2,000 3,000

Net Profit c/f to Balance sheet 942 552

Company Performance

Your Company has performed well inspite of the adverse global economic conditions. During the year under review, the production and sales of instant coffee were 11,607 M.Ts and 11,277 M.Ts. as against 8,510 M.Ts. and 8,767 M.Ts. respectively in the previous year. Turnover of the Company has grown to Rs. 35,550 Lakhs from Rs. 28,201 Lakhs and the net profit of the Company is increased to Rs. 2,752 Lakhs as against Rs. 2,700 Lakhs.

Dividend

Your Directors are pleased to recommend a dividend of Rs. 2 per equity share of Rs. 10/- face value for the year 2010-11 subject to the approval of shareholders.

Wholly Owned Subsidiary

Your Company's wholly owned subsidiary, M/s Jayanti Pte. Ltd. implemented an agglomeration plant through M/s Grandsaugreen S.A., in Switzerland is in the process of implementing through its step down subsidiary M/s Ngon Coffeee Limited, an instant coffee project in Vietnam.

Service to the Community

To propagate its philosophy of responding to social welfare causes and philanthropic activities in the areas of education, sports, cultural, natural calamities, and other donations, your company has donated Rs. 8.93 Lakhs for the above said causes during the year under review.

Statutory Auditors

The present Statutory Auditors of the Company, M/s. M. Anandam & Co., Chartered Accountants, Secunderabad, retire at the forthcoming Annual General Meeting, and being eligible, offer themselves for re-appointment.

Internal Auditors

Your Board of Directors have appointed M/s. Ramesh & Co., Chartered Accountants, Hyderabad as Internal Auditors of the Company. The Internal Auditors are submitting their reports on quarterly basis.

Directors:

During the year Mr. Ian Breminer and Mr. Viplav Sharma resigned from the Board of Directors. The Board of Directors placed on record their appreciation for the valuable services rendered by them during their tenure as Directors.

In accordance with the provisions of the Company's Articles of Association Mr. Zafar Saifullah and Mr. Jonathan T. Feuer, Directors of your company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Fixed Deposits

Your company has not accepted any fixed deposits and as such no amount of principal or interest was outstanding as on the date of Balance sheet.

Directors' Responsibility Statement

In terms of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm:

i. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the company at the end of the financial year 2010-11 and of the profit or loss of the company for that period;

iii. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. That annual accounts have been prepared on a going concern basis.

Management Discussion & Analysis

Pursuant to the provisions of Clause 49 of the Listing Agreement, a report on Management Discussion & Analysis is set out as an Annexure -1 to this report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

A statement of particulars of the conservation of energy, technology absorption and foreign exchange earnings and outgo is given as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and is enclosed as Annexure - II to this report.

Your Company recycles the solid waste generated during the production of instant coffee to be used as biomass fuel for energy input to the boilers, thus conserving the scarce fossil fuel and in turn reducing pollution to the environment.

Particulars of Employees

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, forms part of this Report and is given as Annexure - III.

Corporate Governance

Your Company has been making every endeavor to bring more transparency in the conduct of business. As per the requirements of Listing Agreement with the Stock Exchanges a compliance report on Corporate Governance for the year 2010-11 and Auditors' Certificate are furnished as a part of this Annual Report.

Human Resources

Your Company considers its Human Resources as instrumental in achieving its objects which cannot be done without their endeavors at every level. Keeping this in view, the Company gives utmost care to attract and retain quality manpower. The enabling and empowering work- environment propels them to higher performance. Their unflinching commitment is the driving force behind the Company's vision and success. Your Company appreciates the spirit of its dedicated team of employees.

Acknowledgments:

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

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

On behalf of the Board

Sd/- Challa Rajendra Prasad Chairman and Managing Director

Place : Hyderabad Date : 27th May, 2011

---

Mar 31, 2010

The Directors submit their report for the financial year ended 31.03.2010:

(Rs.in Lakhs)

Particulars 2009-10 2008-09

Gross Income 28201 26669

Gross profit (before Interest, Depreciation & Tax) 6306 5359 Less:

Interest 1394 1554 Depreciation 1419 1424

Provision for Taxation 792 482

Net profit 2700 1900

Net profit b/f 1085 1340

Balance available for appropriation 3785 3240

Provision for dividend 200 133

Provision for dividend tax 33 23

Transfer to General Reserve 3000 2500

Transfer to Fluctuation Reserve - (500)

Net profit c/f to Balance sheet 552 1085

Company Performance

Your Company has performed well, despite adverse global economic conditions. During the year under review, the production and sales of Instant Coffee were 8,510 MTs, and 8,767 MTs as against 7,448 MTs and 7,495 MTs respectively in the previous year. Turnover of the Company has grown to Rs.28,201 lakhs from Rs.26,669 lakhs, registering a moderate growth. The net profit of the Company is Rs.2,700 lakhs, as against Rs.1,900 lakhs during the previous year, showing a growth rate of 42%.

Dividend

Your Directors are pleased to recommend a dividend of Rs. 1.50 per equity share of Rs.10/- for the year 2009-10 subject to the approval of shareholders.

Wholly Owned Subsidiary

Your Company has promoted a wholly owned subsidiary company by the name Jayanti Pte. Ltd. in Singapore, with the primary objective of identifying and making investments in potential instant coffee markets worldwide. The wholly owned subsidiary has implemented an agglomeration project in Switzerland. Requisite permissions from the concerned authorities to start the manufacturing process in relation to the said project, has been received on 8th September, 2010. The wholly owned subsidiary is also in the process of implementing an instant coffee project in Vietnam.

Service to the Community

To propagate its philosophy of its active participation in social welfare causes and philanthropic activities in the areas of education, sports, culture, and in cases of natural calamities, your Company has donated Rs.22.48 lakhs, for the above causes during the year under review.

Statutory Auditors

The present Statutory Auditors of the Company, M/s. M. Anandam & Co., Chartered Accountants, Secunderabad, retire at the forthcoming Annual General Meeting, and being eligible, offer themselves for reappointment.

Internal Auditors

Your Board of Directors have appointed M/s. Ramesh & Co., Chartered Accountants, Hyderabad as Internal Auditors of the Company. The Internal Auditors are submitting their reports on quarterly basis.

Directors:

Mr. B.N. Jayasimha, Director of the Company, passed away on 26th February, 2010. He was associated with your Company, as an Independent Director, for a long time. Your Directors paid their tribute to him at their meeting held on 30th April,2010.

In accordance with the provisions of the Companys Articles of Association Mr. I.J. Rao, and Mr. Vipin K. Singal, Directors of your company, retire by rotation and being eligible, offers themselves for re-appointment.

Fixed Deposits

Your company has not accepted any fixed deposits, and as such no amount of principal or interest was outstanding, as on the date of Balance sheet.

Directors Responsibility Statement

In terms of Section 217 (2AA) of the Companies Act, 1956, your Directors confrm the following, with regard to Annual Accounts, Accounting Policies, maintenance of accounting records, etc.

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

ii. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2009-10 and of the profit or loss of the company for that period;

iii. That the Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. The annual accounts have been prepared on a going concern basis.

Management Discussion & Analysis

Pursuant to the provisions of Clause 49 of the Listing Agreement, a report on Management Discussion & Analysis is set out as an Annexure - I to this report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

A statement of particulars of the conservation of energy, technology absorption and foreign exchange earnings and outgoings is given as required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, and is enclosed as Annexure - II to this report.

Company recycles the solid waste generated during the production of coffee, to be used as biomass fuel for energy input to the boilers, thus conserving the scarce fossil fuel and in turn reducing pollution to the environment.

Particulars of employees

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, forms part of this Report and is given as Annexure – III.

Corporate Governance

The Company has been in compliance with all the conditions of Corporate Governance, as stipulated in Clause 49 of the Listing Agreement with the concerned Stock Exchanges. The detailed Report on Corporate Governance in terms of Clause 49 of the Listing Agreement and a certifcate of the Auditors thereon is attached to this report.

Human Resources

Your Company considers its Human Resources as instrumental in achieving its objects which can not be done without their endeavors at every level. Keeping this in view, the Company displays utmost care to attract and retain quality persons. The enabling and empowering work- environment propels them to higher performance. Their unfinching commitment is the driving force behind the Companys vision and sucess. Your Company appreciates the spirit of its dedicated team of employees.

Acknowledgments:

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

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

On behalf of the Board

Sd/- Place : Hyderabad Challa rajendra Prasad Date : 29th September, 2010 Chairman and Managing Director