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

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.

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:

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:

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)

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:

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

*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:

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.

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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