The Board of Directors present the Company’s Thirty-Sixth Annual Report and the Company’s audited financial statement for the
financial year ended on March 31,2025.

FINANCIAL RESULTS

The Company’s financial performance for the year ended March 31, 2025 is summarized below:

C in crore)

(* excludes Goods and Service Tax)

RESULTS OF OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS

During the year under review, the revenue from operations (excluding the goods and service tax) increased to ? 573.75 crore
(previous year ? 200.03 crore). The profit before depreciation, amortization, interest and tax was ? 31.98 crore (previous year ? 4.07
crore). The Company’s profit after tax was ? 17.23 crore as compared to a profit of ? 5.06 crore in the previous year.

Your company has strengthened its position as one of the leading manufacturers of cocoa products in the country. Your company has
two state-of-art manufacturing facilities near Hyderabad. Both facilities are equipped with the latest technologies in manufacturing
with continued investment being undertaken for capacity enhancement.

Your company sources high quality cocoa beans both from Indian and global markets and manufactures cocoa derivatives including
Cocoa Mass, Cocoa Butter and Cocoa Powder and also offers a range of choco chips and choco slabs which are supplied to leading
Food Manufacturers, Ice-cream manufacturers and Bakeries across the country. In FY 2024-25, the company has also expanded its
range of consumer products with the introduction of products in confectionery and chocolate categories and also building up an omni
channel distribution pathway in general retail, standalone chains and modern trade outlets.

DIVIDEND

The Board of Directors has not recommended any dividend for the year under review.

TRANSFER TO RESERVES

During the year under review, no amount has been transferred to the Reserves of the Company. Please refer to Statement of changes
in Equity in the Financial Statement for details pertaining to changes during the year in Other Equity.

MATERIAL EVENTS DURING THE YEAR UNDER REVIEW AND UPDATES THEREON

During the year under review, the Hon’ble National Company Law Tribunal, Hyderabad Bench, vide its order dated August 8, 2024
(effective date) sanctioned the Scheme of Amalgamation of Soubhagya Confectionery Private Limited (“SCPL”), wholly-owned
subsidiary of the Company, with the Company under Sections 230 to 232 of the Companies Act, 2013 with Appointed Date being
May 25, 2023. Accordingly, SCPL stood amalgamated with the Company with effect from that date.

DETAILS OF MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE
END OF THE FINANCIAL YEAR AND DATE OF REPORT

No material changes and commitments occurred affecting the financial position of the Company between the end of the financial year
to which the financial statement relates and the date of this report.

SHARE CAPITAL

During the year under review, there has been no change in authorized and paid up share capital of the Company. The total paid-up
share capital of the Company as on March 31, 2025 is ' 63,63,42,490/- comprising of:

• ' 12,84,10,490/- equity share capital divided into 1,28,41,049 Equity Shares of ?10/- each; and

• ? 50,79,32,000/- preference share capital divided into 5,07,93,200, 0.01% Non-cumulative, Non-convertible, Non-participating
and Redeemable Preference Shares of ?10/- each.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), is presented in a separate
section, and forms part of this Report.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY

During the year under review, the Hon’ble National Company Law Tribunal, Hyderabad Bench, vide its order dated August 8, 2024
(effective date) sanctioned the Scheme of Amalgamation of SCPL, wholly-owned subsidiary of the Company, with the Company
under Sections 230 to 232 of the Companies Act, 2013 with Appointed Date being May 25, 2023. Accordingly, SCPL stood
amalgamated with the Company with effect from that date. The Company did not have any other subsidiary.

The Company did not have any joint venture or associate company during the year under review.

SECRETARIAL STANDARDS

The Company has followed the applicable Secretarial Standards, with respect to Meetings of the Board of Directors (SS-1) and
General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards read with
requirements set out under Schedule III to the Companies Act, 2013 ("the Act”) have been followed and there are no material
departures from the same;

b) 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 as at March 31, 2025 and of the
profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls
are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems
are adequate and operating effectively.

CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of Corporate Governance and adhere to Corporate Governance
requirements set out by the Securities and Exchange Board of India (“SEBI”). The Company has also implemented several best

governance practices. The Corporate Governance Report as stipulated under the Listing Regulations forms part of this Annual
Report. Certificate from KSR & Co., Company Secretaries LLP, confirming compliance with the conditions of Corporate Governance
is attached to the Corporate Governance Report.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary
course of business and on an arm’s length basis.

There were no contracts / arrangements / transactions with related parties which are required to be reported in Form No. AOC-2 in
terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions is put up on the Company’s
website and can be accessed at https://www.lotuschocolate.com/documents/files/Policv-on-Materialitv-of-RPT.pdf.

There were no materially significant related party transactions which could have potential conflict with the interests of the Company
at large.

The Board of Directors of the Company draw attention of the Members to Note No. 32 to the Financial Statement which sets out
related party disclosures pursuant to Indian Accounting Standards.

CORPORATE SOCIAL RESPONSIBILITY

In terms of the provisions of section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the
Board of Directors has constituted a Corporate Social Responsibility (“CSR”) Committee comprising Prof. Dipak C. Jain (Chairman),
Mr. K. Sudarshan and Mr. Ketan Mody as members. The Company has a CSR policy in place which is available on the Company’s
website at https://www.lotuschocolate.com/documents/files/CSR-Policy.pdf

During the year under review, the Company was not required to spend on CSR as the Company did not meet any of the criteria
prescribed under Section 135 of the Act. Further, the Annual Report on CSR activities as required under the Companies (Corporate
Social Responsibility Policy) Rules, 2014 is annexed herewith and marked as Annexure - I.

RISK MANAGEMENT

The Board of the Company has formed a Risk Management Committee, on voluntary basis, to frame, implement and monitor the risk
management policy / plan for the Company and ensuring its effectiveness.

The Company has an elaborate Risk Management Framework, which is designed to enable risks to be identified, assessed and mitigated
appropriately. Risk Management Committee has, inter-alia, been entrusted with the responsibility for overseeing implementation /
monitoring of risk management plan and policy; and continually obtaining reasonable assurance from management that all known
and emerging risks have been identified and mitigated or managed.

The details on the risk management are also covered in the Management Discussion and Analysis Report, which forms part of this
Annual Report.

INTERNAL FINANCIAL CONTROLS

The Company has adequate systems of internal financial controls to safeguard and protect the Company from loss, unauthorised use
or disposition of its assets. All the transactions are properly authorised, recorded and reported to the management.

The Company is following the applicable Accounting Standards for properly maintaining the books of accounts and reporting
Financial Statements.

The Internal financial controls have been embedded in the business processes. Assurance on the effectiveness of internal financial
controls is obtained through management reviews and continuous monitoring as well as testing of the internal financial control
systems by the internal auditors during the course of their audits.

The Audit Committee reviews adequacy and effectiveness of Company’s internal controls and monitors the implementation of audit
recommendations.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Ketan Mody and Mr. Asim
Parekh, Non-executive Directors of the Company, are liable to retire by rotation at the ensuing Annual General Meeting. The Board
of Directors, based on the recommendation of Nomination and Remuneration Committee (“NRC”), has recommended their re¬
appointment.

Upon completion of the second-term as an Independent Director, Mr. Bharathan Rajagopalan Thatai ceased to be director of the
Company on November 25, 2024.

Mr. Dinesh Taluja resigned from the Board effective from November 25, 2024.

The Board places on record its sincere appreciation for the contribution made by them during their tenure on the Board of the
Company.

The Board of Directors, based on the recommendation of the NRC, approved the appointment of Ms. Riddhi Bhimani as an Additional
Director, designated as an Independent Director of the Company w.e.f. November 26, 2024 and the shareholders approved her
appointment as an Independent Director of the Company, through resolution passed by postal ballot on February 21, 2025.

In the opinion of the Board, Ms. Riddhi Bhimani possesses requisite expertise, proficiency, integrity and experience.

The Board of Directors, based on the recommendation of the NRC, also approved the appointment of Mr. Abhijeet Pai and Mr.
Aditya Pai as Additional Directors, designated as Non-Executive Directors of the Company and the shareholders approved their
appointment as Non-Executive Directors of the Company, liable to retire by rotation, through resolution passed by postal ballot on
February 21, 2025.

Ms. Renuka Shastry resigned from the Board effective from July 10, 2025.

The Board of Directors, based on the recommendation of the NRC, also approved the appointment of Mr. Natarajan Venkataraman
(DIN: 05324934) as an Additional Director and Whole-time Director of the Company with effect from July 16, 2025. The Company
has received requisite notice in writing from a member proposing his candidature for appointment as a Director, liable to retire by
rotation. The Board of Directors has recommended the appointment of Mr. Natarajan Venkataraman as Director and Whole-time
Director of the Company for a period of 5 years for approval of members at the ensuing Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that:

a) they meet the criteria of independence prescribed under the Act and the Listing Regulations;

b) they have registered their names in the Independent Directors’ Databank; and

c) they have affirmed compliance to the code of conduct for Independent Directors as prescribed in Schedule IV to the Act.

The Company has devised, inter alia, the following policies viz.:

a) Policy for selection of Directors and determining Directors’ independence; and

b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

The Policy for selection of Directors and determining Directors’ independence sets out the guiding principles for the NRC for
identifying persons who are qualified to become Directors and to determine the independence of Directors, while considering their
appointment/ re-appointment as Independent Directors of the Company. The Policy also provides for the factors in evaluating the
suitability of individual board members with diverse background and experience that are relevant for the Company’s operations. The
Policy is available on the Company’s website and can be accessed at https://www.lotuschocolate.com/documents/files/Policy-for-
Selection-of-Directors.pdf.

The Company’s remuneration policy is directed towards rewarding performance based on review of achievements. The remuneration
policy is in consonance with existing industry practice. The Policy is available on the Company’s website and can be accessed at
https://www.lotuschocolate.com/documents/files/Remuneration-Policv-for-Directors.pdf.

PERFORMANCE EVALUATION

The Company has a policy for performance evaluation of the Board, Committees and other individual Directors (including
Independent Directors) which includes criteria for performance evaluation of Directors.

In accordance with the manner of evaluation specified by the NRC, the Board carried out annual performance evaluation of the Board,
its Committees and Individual Directors. The Independent Directors carried out annual performance evaluation of the Chairman, the
non-independent directors and the Board as a whole. The Chairman of the respective Committees shared the report on evaluation
with the respective Committee members. The performance of each Committee was evaluated by the Board based on the report of
evaluation received from the respective Committees.

A consolidated report was shared with the Chairman of the Board for his review and giving feedback to each Director.

AUDITORS AND AUDITORS’ REPORT
Statutory Auditors

Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No: 117366W/W-100018) (“DHS”), were appointed as the
Statutory Auditors of the Company for a term of 5 consecutive years, at the 34^th Annual General Meeting held on August 10, 2023.
DHS have confirmed that they are not disqualified from continuing as the Statutory Auditors of the Company.

The Auditors’ Report does not contain any qualification, reservation, adverse remark or disclaimer. The Notes to the financial
statements referred in the Auditors’ Report are self-explanatory and do not call for any further comments.

Secretarial Auditor

The Board had appointed KSR & Co., Company Secretaries LLP, to conduct Secretarial Audit of the Company for the FY 2024-25.
The Secretarial Audit Report for the financial year ended March 31,2025 is annexed and marked as Annexure- II to this Report. The
Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

In accordance with the provisions of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, the Board has recommended to the Members of the Company,
the appointment of KSR & Co., Company Secretaries LLP (Firm Registration No. P2008TN006400) as the Secretarial Auditor of
the Company for a term of 5 consecutive financial years commencing from the financial year 2025-26 to the financial year 2029-30
to conduct Secretarial Audit of the Company. They have confirmed their eligibility and qualification required under the Act and the
Listing Regulations for holding office, as the Secretarial Auditor of the Company.

DISCLOSURES
Meetings of the Board

Five Meetings of the Board of Directors were held during the financial year under review. The particulars of the meetings held and
attendance of each Director are detailed in the Corporate Governance Report forming part of this Annual Report.

Further, maximum interval between two meetings of the Board of the Directors has not exceeded 120 days.

Committees of Board

The Company has in place the Committee(s) as mandated under the provisions of the Act and the Listing Regulations. There are
currently five committees of the Board, namely:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders’ Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee (constituted voluntarily by the Company).

Details of the Committees along with their terms of reference, composition and meetings held during the year, are provided in the
Corporate Governance Report, which forms part of this report.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has established a robust Vigil Mechanism and has a Whistle Blower Policy (“Policy”), to provide a formal mechanism
to its employees and other stakeholders to report instances of fraud, actual or suspected violations of applicable laws and regulations
and the Code of Conduct. The Policy provides for a mechanism to report such concerns to the Compliance Officer of the Company
or Chairman of the Audit Committee in exceptional cases.

During the year under review, no Protected Disclosure concerning any Reportable Matter in accordance with the Policy of the
Company was received by the Company.

The Policy is available on the Company’s website and can be accessed at https://www.lotuschocolate.com/documents/files/Vigil-
Mechanism-and-Whistle-Blower-Policy.pdf.

PREVENTION OF SEXUAL HARRASSMENT AT WORKPLACE

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act,
2013 (‘POSH Act’) and Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct
amounting to sexual harassment of women at workplace. The Company has constituted an Internal Committee to redress and resolve
any complaint arising under the POSH Act. Training/awareness programs are conducted throughout the year to create sensitivity
towards ensuring respectable workplace.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITIES PROVIDED

The Company has not given any loan or provided guarantee or made any investments or offered any security in connection with loans
to any other body corporate or individual during the year under review. (Please refer Note 34 to the financial statement).

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings & outgo, as required to be
disclosed under the Act, are provided in Annexure - III to this Report.

ANNUAL RETURN

The Annual Return of the Company as on March 31,2025 is available on the Company’s website and can be accessed at https://www.
lotuschocolate.com/documents/downloads/Annual Return 24-25.pdf.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of top ten employees in terms of remuneration
drawn forms part of this Report. Further, since there is no employee drawing remuneration in excess of the limits prescribed under
Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the requirement of disclosure
in terms of Section 197(12) of the Act read with said rule does not arise.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding
the aforesaid information is being sent to the Members of the Company. Any member interested in obtaining such information may
address their email to investors@lotuschocolate.com.

GENERAL

During the year under review:

a) the Company has not accepted deposits covered under Chapter V of the Act;

b) the Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

c) the Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme;

d) the Company has not issued any debentures, bonds, warrants or any other convertible securities;

e) the Company did not have any scheme for provision of money for the purchase of its own shares by employees or by trustees
for the benefit of employees;

f) no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status
and Company’s operations in future;

g) no fraud has been reported by the Auditors to the Audit Committee or the Board of Directors of the Company;

h) as the Company did not have any joint venture or associate company during the year, the reporting requirements under Rule
8(1) and Rule 8(5)(iv) of the Companies (Accounts) Rules, 2014 are also not applicable to the Company;

i) there has been no change in capital structure of the Company;

j) there has been no instance of transferring the funds to the Investor Education and Protection Fund;

k) there has been no change in the nature of business of the Company;

l) the Company is not required to maintain cost records as prescribed by the Central Government under Section 148(1) of the Act;

m) the Company has not bought back its shares, pursuant to the provisions of Section 68 of the Act and Rules made thereunder;

n) the Company did not have any Managing Director (“MD”) or Whole-time Director (“WTD”), hence the disclosure requirement
in respect of receipt of remuneration does not arise;

o) the financial statements of the Company were not revised.

p) statement of deviation or variation in connection with preferential issue was not applicable to the Company;

q) the Company has not failed to implement any corporate action;

r) there was no amendment in the policies referred to in this report;

s) the Company is fully compliant with the provisions of the Maternity Benefit Act, 1961. Maternity leave and benefits are
applicable to all eligible women as per the applicable statutory guidelines.

t) there is no proceeding pending under the Insolvency and Bankruptcy Code, 2016; and

u) there was no instance of one-time settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENT

The Board places on record its deep sense of appreciation for the committed services by all the employees of the Company. The
Board of Directors would also like to express their sincere appreciation for the assistance and co-operation received from the banks,
government and regulatory authorities, stock exchange, customers, vendors and members during the year under review.

For and on behalf of the Board of Directors

Prof. Dipak C Jain
Chairman

Place: Mumbai
Date: July 16, 2025