Tata Consumer Director Discussions

Dear Members,

The Board of Directors is delighted to present the 61^st Annual Report on the business and operations of Tata Consumer Products Limited ("the Company") along with the summary of standalone and consolidated financial statements for the year ended March 31, 2024.

In compliance with the applicable provisions of the Companies Act, 2013, ("the Act"), the Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), this Boards Report is prepared based on the standalone financial statements of the Company for the year under review and also present the key highlights of performance of subsidiaries, joint ventures, and associate companies and their contribution to the overall performance of the Company for the year under review.

OVERVIEW OF FINANCIAL PERFORMANCE

KeyhighlightsofconsolidatedandstandalonefinancialperformancefortheyearendedMarch31,2024,aresummarizedasunder:

(Rs. in Crores)

	Consolidated		Standalone*
Particulars
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	15206	13783	9998	9046
Profit before Exceptional Items and Taxes	2023	1634	1567	1380
Exceptional items (net)	327	159	(215)	108
Profit before Tax	1696	1794	1352	1488
Provision for Tax	(395)	(447)	(371)	(368)
Profit after Tax	1301	1347	981	1120
Share of net profit/(loss) in Associates and Joint	(86)	(26)	-	-
Ventures
Profit for the year	1215	1320	981	1120
Attributable to:
- Owners of the parent	1150	1204	-	-
Retained Earnings - Opening Balance	7372	6972	5335	4768
Add /(Less):
- Profit for the year	1150	1204	981	1120
- Other Comprehensive Income/(Expense)	(57)	(75)	(13)	17
- Dividend Paid	(785)	(558)	(810)	(573)
- Other items	(780)	(171)	-	3
Retained Earnings - Closing Balance	6900	7372	5493	5335

* Comparatives for standalone financials have been restated to give effect to the scheme of amalgamation of the erstwhile Tata Coffee Limited with the standalone legal entity.

FINANCIAL HIGHLIGHTS

Consolidated Performance

Consolidated Revenue from operations for the year was at H 15206 Crores, grew by 10%. Revenue growth was largely driven by branded business. India Branded business grew by 12% driven by growth in core business of tea and salt coupled with continuing momentum in growth businesses i.e. Ready to Drink, Tata Sampann and Tata Soulfull. Growth in core business was driven by volume growth aided by increased distribution and price increases in salt and continued focus on driving premiumisation across both tea and salt category. Tea business growth was muted mainly driven by heightened competition on account of re-emergence of the regional/local players. Growth businesses continued to grow ahead of the core business and overall contribution to India business has increased from 15% to 19%. International business revenue, despite of softness in tea category, high competition intensity and supply disruptions, grew by 9% aided by price increases across markets and full year benefits of Joekels and

Bangladesh, which were converted into subsidiaries in the later part of the previous year. Non-Branded business grew by 5% primarily led by higher price realization in the Solubles business (Tea and Coffee extractions).

Profit before exceptional items and taxes at H 2023 Crores, grew by 24%, led by revenue growth and expansion in operating margins. India business margin improvement was driven by higher gross margin partly offset by higher investment behind brands. International business witnessed significant margin improvement and higher investment behind brands/new launches. Improvement was led by full year impact of price increases, restructuring/integration benefits and easing of inflationary pressures. Non-Branded business margins improved significantly during the year on account of higher realisation and improved mix of value-added products in the Solubles business coupled with favourable fair valuation impact in Coffee Plantations, led by the steep incline in the Robusta coffee prices. Group Net Profit at H 1215 Crores was lower by 8% due to higher exceptional costs. Group Net Profit before exceptional items grew by 29%, led by higher operating profits and by one-time credit in taxes partly offset by adverse performance of Joint Venture and Associate companies.

Standalone Performance

Highlights of Operational Performance

In accordance with the Scheme of Arrangement (Scheme) between the Company, Tata Coffee Limited (TCL) and TCPL Beverages and Foods Limited (TBFL) as approved by Honble National Company Law Tribunal, Kolkata Bench & Bangalore Bench, the Plantation business of TCL stands demerged and transferred to TBFL and the Remaining business of TCL stands amalgamated and transferred to the Company with effect from the Appointed and Effective date of January 01, 2024. The Scheme in relation to amalgamation has been accounted in accordance with "Pooling of interest method" as laid down in Appendix C – ‘Business combinations of entities under common control of Ind AS 103 notified under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015. Accordingly, comparatives have been restated to give effect of the amalgamation from the beginning of the previous year. Further, pursuant to the Scheme, the name of TBFL was changed to Tata Coffee Limited with effect from February 02, 2024. Considering the impact of above, Revenue from operations at H 9998 Crores is higher by 11% driven by both Branded and Non-Branded business. Branded business revenue growth was driven by higher revenue across portfolio in tea, salt and food businesses. Tea business grew largely led by volumes and increased focus on premiumisation. Despite challenges on account of heightened competition and consumer downgrading from premium brands, the contribution of the premium end of the portfolio improved over previous year. Tata Salt witnessed growth close to double digit, led by volume and price increases. Tata Sampann continued the momentum from last year and grew in the same trajectory of previous year. The growth in Tata Sampann was contributed by improved distribution, focus on channels of futures and continued push on innovation with launches across the pantry segment. Non-branded business revenues witnessed growth aided by higher realisation. Profit before exceptional items and tax at H 1567 Crores, higher by 14%, driven by revenue growth and margin expansion despite higher investment behind brands, Gross margin improvement was driven by higher focus on premiumization and softening of input costs. Profit after tax at H 981 Crores, lower by 12% due to higher exceptional costs.

DIVIDEND & RESERVES

Dividend Distribution Policy

The Dividend Distribution Policy as adopted and formulated by the Board in terms of Regulation 43A of the Listing Regulations is available on the Companys website and can be assessed at the link: https://www.tataconsumer.com/ investors/policies

Declaration and payment of dividend

The Board is pleased to recommend a dividend of H 7.75 per equity share of the Company of Re. 1 each (775%) for the year ended March 31, 2024. The Board recommended dividend based on the parameters laid down in the Dividend Distribution Policy and the dividend will be paid out of the profits for the year under review.

The said dividend on equity shares is subject to the approval of the Shareholders at the ensuing Annual General Meeting ("AGM") scheduled to be held on June 13, 2024. If approved, the dividend would result in a cash outflow of H 738.45 Crores. The total dividend payout works out to 75.31% (Previous Year: 82.63%) of pre amalgamation net profit of the Companys standalone net profit.

The dividend once approved by the Shareholders will be paid on and from June 17, 2024.

Record date

The record date fixed for determining the entitlement of Members for payment of dividend is Friday, May 24, 2024.

According to the Finance Act, 2020, dividend income will be taxable in the hands of the Members w.e.f. April 01, 2020 and the Company is required to deduct tax at source from the dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

Unclaimed dividends

Details of outstanding and unclaimed dividends previously declared and paid by the Company are given under the Corporate Governance Report.

Transfer to Reserve

As permitted under the Act, the Board does not propose to transfer any amount to general reserve and has decided to retain the entire amount of profit for FY2024 in the profit and loss account.

CHANGE IN SHARE CAPITAL

Pursuant to the Scheme of Arrangement amongst the Company, Tata Coffee Limited ("TCL") and TCPL Beverages & Foods Limited ("TBFL") becoming effective on January 01, 2024, the Company had issued and allotted 2,38,23,166 fully paid-up equity shares of Re. 1 each, on January 19, 2024, to eligible shareholders of Tata Coffee Limited. This included 36,09,571 shares as a consideration for the demerger of the Plantation Business from TCL to TBFL and 2,02,13,595 shares as a consideration for the amalgamation of TCL (Remaining Business) with the Company. The equity shares so allotted rank pari-passu with the existing equity shares of the Company. This increased the Companys paid-up equity share capital from H 92,90,11,650 to H 95,28,34,816 with 2,38,23,166 additional equity shares. Further, pursuant to the said Scheme of Arrangement the authorized share capital of the Company, has been increased from H 125,00,00,000 comprising of 125,00,00,000 equity shares of Re. 1 each to H 150,00,00,000 comprising of 150,00,00,000 equity shares of Re. 1 each.

Except as mentioned above, the Company had not issued any other shares or instruments convertible into equity shares of the Company or with differential voting rights nor has granted any sweat equity.

PERFORMANCE SHARE UNITS

The Company has formulated Tata Consumer Products Limited Share-based Long Term Incentive Scheme 2021 ("TCPL SLTI Scheme 2021" or "the Scheme") to offer competitive compensation to attract and retain talent; and to redefine the fixed and performance pay mix to drive a performance culture in the Company at a senior management level. The Scheme is intended to reward, retain and motivate the Eligible Employees of the Company and its subsidiary companies as defined in the Scheme (hereinafter collectively referred to as ‘Eligible Employees) for their performance and participation in the growth and profitability of the Company. The said initiative to link the employees performance in the Company along with other initiatives would contribute to improve the performance of the Company. The Scheme has been formulated in accordance with the provisions of the Act and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEB&SE Regulations") and for the year under review, there was no change in the Scheme.

The Eligible Employees shall be granted Performance Share Units (PSUs), as determined by the Nomination and Remuneration Committee of the Board, which will vest on particular dates and could be exercisable into fully paid-up Equity Shares of Re. 1/- (Rupee One Only) each of the Company, on the terms and conditions as provided under the Scheme, in accordance with the provisions of the applicable laws and regulations for the time being in force.

The Company has structured the Scheme for its Eligible Employees with major objectives viz. to drive long-term objectives of the Company; to attract, motivate and retain employees by rewarding them for their performance; ring fence and incentivize key talent to drive long-term objectives of the Company; to ensure that the senior management employees compensation and benefits match the long gestation period of certain key initiatives and to drive ownership behaviour and collaboration amongst employees. Under the Scheme, the Company would grant upto 5,00,000 Performance Share Units ("PSUs") in one or more tranches to Eligible Employees that would entitle the Grantees to acquire, not exceeding 5,00,000 fully paid-up equity shares of Re. 1/- (Rupee One Only) each. The number of PSUs to be granted to Eligible Employees is determined based on Long Term Incentive Pay amount to be awarded to Eligible Employees. The PSUs together with existing fixed pay and performance pay comprised the total compensation being offered to selected employees of the Company and its subsidiary companies. The intent is to cover select senior leaders who can make a significant difference to the Companys performance to align their rewards directly to the Companys performance. The value of the award can be realized only on superior business performance leading to superior share price performance over a period of time.

For the year under review, the Company has granted 2,64,201 PSUs to eligible employees in terms of the TCPL SLTI Scheme 2021 and no employee was granted PSUs equal to or exceeding 1% of the issued share capital of the Company.

The Vesting period for the PSU granted under the Scheme shall not be less than one year and all the PSUs would vest, based on the Companys performance, within a period of 3 years from the date of Grant of respective PSUs.

The statutory disclosures as mandated under the Act and SBEB&SE Regulation and a certificate from Secretarial Auditors, confirming implementation of the Scheme in accordance with SBEB&SE Regulations and shareholders resolution have been hosted on the Companys website and can be assessed at https://www.tataconsumer.com/ investors/investor-information/annual-reports and will be available for electronic inspection by the members during the AGM of the Company.

CHANGES IN THE NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

There have been no material changes or commitments that have affected the financial position of the Company between the close of FY2024 and the date of this report.

UPDATE ON CORPORATE RESTRUCTURING, MERGER AND ACQUISITIONS

Combining Tata Coffees business into the Company and its wholly owned subsidiary through a Composite Scheme of Demerger and Amalgamation

The Composite Scheme of Arrangement amongst the Company, Tata Coffee Limited ("TCL"), and TCPL Beverages & Foods Limited ("TBFL") for the Demerger of the Plantation Business from TCL to TBFL, followed by the Amalgamation of TCL (Remaining Business) with the Company, was sanctioned by the Honble National Company Law Tribunal ("NCLT") benches at Bengaluru and Kolkata on October 31, 2023, and November 10, 2023, respectively. As per the Scheme, the Effective Date and Appointed Date was January 01, 2024. The Record Date for determination of eligibility of shareholders of Tata Coffee Limited (TCL) shareholders for allotment of Companys shares pursuant to the Scheme was January 15, 2024. Accordingly, the Scheme Implementation Committee of the Board on January 19, 2024, issued and allotted 2,38,23,166 fully paid-up equity shares of the Company, valued at Re. 1/- each, to eligible TCL shareholders (except the Company) as per their holdings on the Record Date. This allotment of shares was made based on the Share Entitlement Ratio (1:22) as consideration for Demerger and Share Exchange Ratios

(14:55) as consideration for Amalgamation, as outlined in the Scheme. Additionally, in compliance with SEBI guidelines and as provided under the Scheme, Axis Trustee Services Limited was appointed as Trustee to handle the sale of fractional share entitlements resulting from the Schemes allotment. The proceeds from these sales were received by the Company and disbursed to eligible shareholders, concluding the process on March 13, 2024. Reports from the Audit Committee and Independent Directors, along with relevant annexures, confirm the successful distribution of proceeds to eligible Tata Coffee Limited shareholders was filed with Stock Exchanges on March 14, 2024.

Scheme of Amalgamation of NourishCo Beverages Limited, Tata SmartFoodz Limited and Tata Consumer Soulfull Private Limited (wholly-owned subsidiaries) with the Company

At its meeting held on October 31, 2023, the Board of Directors approved the Scheme of Amalgamation, involving NourishCo Beverages Limited, Tata SmartFoodz Limited, and Tata Consumer Soulfull Private Limited ("Transferor Companies"), all wholly-owned subsidiaries of the Company, merging with the Company ("Transferee Company") under Sections 230 to 232 of the Companies Act, 2013 ("Scheme"). The Schemes Appointed Date is April 01, 2024. The entire Share Capital of all three Transferor Companies, including Tata Consumer Soulfull Private Limited is owned by the Company. As all shares in the Share Capital of the Transferor Companies are held by the Company, no new shares would be issued in consideration of the amalgamation. The Scheme is subject to necessary statutory and regulatory approvals, including sanction by the Honble National Company Law Tribunal under Sections 230 and 232 of the Companies Act, 2013. The Scheme is expected to benefit the Company and the Transferor Companies and all their stakeholders, including shareholders, creditors, and employees.

Simplification of the organisation structure of the overseas subsidiaries of the Company

The current US legal structure reflects historical acquisitions and inherited legal entity structures, resulting in complexity. To streamline the organizational structure and achieve business consolidation, the following steps are planned among existing Wholly Owned Subsidiaries (WOSs), in compliance with relevant regulations:

1. Tata Tea Extractions Inc ("TTEI"), a WOS incorporated in the US, will transfer its business and substantially all its net assets to Tata Consumer Products US Holdings Inc ("TCPUSH"), a WOS incorporated in the US. To facilitate the transaction, Tata Consumer Products UK Group Ltd ("TCP UK"), a WOS incorporated in the UK will undertake a selective buy back of 10.6% equity share capital held by TTEI. The share buy back was completed on March 22, 2024, and transfer of net asset is expected to be completed by May 01, 2024.

2. Consolidated Coffee Inc ("CCI"), a WOS incorporated in the US, will transfer substantially all its net assets to TCPUSH. This will be followed by a selective buy back of 16.7% equity share capital held by Tata Consumer Products Capital Ltd ("TCPC"), a WOS incorporated in the UK.

3. Thereafter, TTEI and CCI will cease to trade and adopt a plan for liquidation and dissolution, and will be wound up thereafter as per relevant regulations.

4. To achieve further consolidation of the branded business in the US, Good Earth Corporation, Good Earth Teas Inc, Tata Waters LLC, Eight O Clock Holdings Inc and Eight O Clock Coffee Company will merge into Tata Consumer Products US Inc (formerly Tetley USA Inc). These entities are WOS incorporated in the US.

On completion of the restructuring, the US business will be held 100% by TCP UK through its step-down subsidiaries. The restructuring is expected to be completed by December 31, 2024.

The Plan is expected to reduce the number of legal entities, simplify the legal, tax and operational structures, create a unifiedholding structure for International branded business, and improve the market focus. The Plan involving WOSs of the Company will not result in any change in the ultimate ownership of the Company over its subsidiaries or in nature of the business carried out in the US.

Acquisition of Shares of Capital Foods Private Limited

The Board of Directors at its meeting held on January 12, 2024, had approved the acquisition of 100% equity share capital of Capital Foods Private Limited (‘Capital Foods or ‘Target Company) in stages. Subsequently, the Company executed a Share Purchase Agreement (‘SPA) and Shareholders Agreement (‘SHA) with the existing promoters and shareholders of the Target Company to gradually acquire the entire equity share capital. On February 01, 2024, the Company completed the acquisition of 75% of the issued equity share capital of Capital Foods. The remaining 25% shareholding will be acquired within the next three years as per the terms stipulated in the SHA.

This strategic acquisition aligns with the Companys vision of expanding into new, high-growth, and lucrative segments within the food and beverage industry.

Acquisition of Shares of Organic India Private Limited

The Board of Directors at its meeting held on January 12, 2024, had approved the acquisition of up to 100% of the equity share capital of Organic India Private Limited (‘Organic India or ‘Target Company). Subsequently, the Company entered into a share purchase agreement (‘SPA) with Fabindia Limited to acquire up to 100% of the Target Companys equity share capital, pending fulfillment of various terms and conditions specified in the SPA. On April 16, 2024, the Company acquired 99.99% of the issued equity share capital of Organic India. This strategic acquisition is aligned with the Companys goal of venturing into new, high-growth, and lucrative segments within the food and beverage industry. It will enable the creation of a health and wellness platform, furthering the Companys market presence and offerings.

STRATEGIC INITIATIVES

The business continued to strengthen its foundations as a Focused Consumer Products Company. During the year under review, significant progress was made on the six strategic pillars identified by the Group.

• Strengthen and accelerate core business

We continued to support our brands while driving premiumisation and focus on health and wellness within the portfolio, expanding distribution and developing alternate channels for growth. Further we strengthened our International tea and coffee business by building stronger consumer connect and drove profitable growth in our key international markets - UK, USA and Canada.

• Drive digital and innovation

We continue to embed digital in every part of our business to improve performance and drive efficiencies across the value chain. We have transformed our sales and distribution ecosystem in India, supported by analytics to ensure improved forecasts and automated ordering. We aim to increase investment in digital marketing, especially in the International markets, to effectively reach a younger consumer base.

Innovation is a strong strategic pillar for our Company and plays a significant role in meeting future ambitions – both on revenue and bottom-line. We are focused on capitalizing on key consumer trends to innovate both in existing categories and new product spaces as well as leveragingtechnologytodrivecostreduction/optimization.

We have made significant strides in building robust research and development capabilities, emphasising science-based innovations and IP generation

• Unlock Synergies

We continue to focus on improving efficiencies and in FY2024 the Company completed the merger of Tata Coffee Limited with Tata Consumer Products Limited and integration of the Capital Foods Private Limited. As part of the agenda to simplify our internal legal entities, we also initiated the restructuring of overseas operations as well as merger of three wholly owned subsidiaries in India. This will help in creating a unified management structure, reduce compliance requirements, and help in creating economies of scale.

• Explore new opportunities

We aspire to be a leading player in the FMCG industry by expanding our play in existing categories and venturing into new spaces. We have taken both organic and inorganic routes to capitalize on industry trends and tap into new consumers or markets. This includes launches into new categories and realigning capital investments to markets or businesses that have higher growth potential and the ability to generate sustainable returns. As part of our aspiration to be a leading FMCG player, we have acquired Capital Foods and Organic India.

• Create a future ready organisation

We are committed to building a high-performing and consumer-focused culture that is shaped around ‘Growth Mindset behaviours, which aligns with our Core Values (Empathy, Excellence, Agility, Ownership and Integrity). We ensure that our people have the opportunity to drive greater impact through meaningful and productive careers – in FY 2024, around 27% of all our open position globally were filled internally. We also conduct annual employee engagement surveys to gain feedback, identify areas for further improvement and enhance on overall employee experience within the organization.

• Embed sustainability

As part of the Tata Group, the ethos of responsibility and sustainability are interwoven in our corporate and work philosophy. We are a founding member of the India Plastics Pact, a collaboration between the Confederation of Indian Industry (CII) and World-Wide Fund for Nature-India (WWF India), which brings together multiple stakeholders to set time-bound target-based commitments to transform the current linear plastics system into a circular plastics economy. For the year under review, we released our FY 2026 milestones on Sustainability linking to our 2030/2040 ambitions.

For details on our progress towards our strategic priorities, you can refer to in the earlier sections of this report.

SUBSIDIARIES, JOINT VENTURES, AND ASSOCIATE COMPANIES

As defined under the Act, the Company has 40 subsidiaries, 2 joint ventures, and 2 associate companies as of March 31, 2024.

Companies that have become Subsidiaries, Joint Ventures, and Associates during the year under review:

Capital Foods India Private Limited became a subsidiary effective February 01, 2024, upon the acquisition of 75% equity shares.

Companies that have ceased to be Subsidiaries, Joint Ventures, and Associates during the year under review:

Earth Rules Pty Limited, Australia, ceased to be a subsidiary due to deregistration, effective December 22, 2023.

Tata Coffee Limited ceased to be a subsidiary due to its merger with the Company, effective January 01, 2024. Campestres Holdings Limited ceased to be a subsidiary due to dissolution, effective February 16, 2024.

Kahutara Holdings Limited ceased to be a subsidiary due to dissolution, effective February 16, 2024.

Unlisted Material Subsidiaries

During the year under review, the Company has 3 unlisted material subsidiaries incorporated outside India i.e. Tata Consumer Products GB Limited, Tata Consumer Products UK Group Limited, and Eight OClock Coffee Company.

The Company had adopted a Policy for determining Material Subsidiaries in line with the requirements of the Listing Regulations, and the same can be accessed on the Companys website at https://www.tataconsumer.com/investors/policies.

Consolidated Financial Statements

According to Section 129(3) of the Act, the consolidated financial statements of the Company and its subsidiaries, joint ventures, and associates are prepared in accordance with the relevant Indian Accounting Standard specified under the Act, and the rules thereunder form part of this Annual Report. A statement containing the salient features of the financial statements of the Companys subsidiaries, joint ventures, and associates in Form No. AOC-1 is given in this Annual Report.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements along with other relevant documents, in respect of subsidiaries, are available on the Companys website and can be assessed at https://www.tataconsumer.com/ investors/investor-relations/subsidiaries/subsidiary-financials. The details of the business of key operating subsidiaries, associates, and joint ventures during FY2024 are given in the Management Discussion and Analysis Report, which forms part of this Annual Report.

PERFORMANCE HIGHLIGHTS OF KEY OPERATING SUBSIDIARIES, JOINT VENTURES, AND ASSOCIATES

SUBSIDIARIES

TCP UK reflects the financial performance of International tea business. Revenue for the year at H 2435 Crores grew by 17%, despite volatile business environments, largely driven by price increases taken across the major tea markets. Volumes remained soft, mainly on account of category softness however the business saw some recovery at the later part of the year aided by distribution gains. Profit after tax at H 292 Crores higher by 25% as compared to previous year, led by higher operating profits, and one-off tax credits partly offset by higher exceptional costs. Operating profit improvement driven by margin expansion due to full year impact of price increases and softening of input costs in the latter part of the year due to easing of inflationary pressures, further aided by the restructuring and integration benefits. UK revenue grew 10%, despite volatile business environment and supply issues led by Red Sea disruption. We grew our market share in Tea, led by growth in distribution and stronger execution. During the year, the company carried out a packaging refresh for Tetley with an improved blend. Further UK forayed into Foods business with launch of Joyfull, our millet-based muesli range, in over 430 Tesco stores across the UK and supported it with digital and promotional campaigns to drive trials and consideration. Operating profit improved significantly led by revenue growth and margin expansion, driven by price increases, and softening of input costs, coupled with restructuring/integration benefits. Canada revenue grew in mid-single digits driven by price increases. It improved upon the leadership position in regular black tea, and Tetley emerged as the "Most Trusted Tea Brand 2023" - Readers Digest, for the 10^th year in a row. In speciality it came across intensified competition play despite the same, market shares remained range bound/ stable. Further to grow revenue Canada focused on launching and distributing the Indian brands in the group portfolio to target the large India origin community.

Other smaller markets had mixed performance. Joekels (South Africa) performance on a like for like basis improved over the previous year driven by price increases partly offset by volume softness driven by category weakness. Australia, Poland, and Western Europe witnessed revenue decline mainly due to volume softness driven by distribution losses. Margins for the smaller business declined marginally to maintain velocity in volume through brand investments.

Eight OClock Coffee Company, USA ("EOC"):

Revenue declined by 2% on account of a challenging year as we saw demand softness in the category and higher promotional intensity as consumers increasingly became value-conscious in the high inflation environment. Profit from operations marginally lower due to lower revenue, higher input costs and increased investment in brands. The company did a digital and social campaign ‘Coffee Craze, targeting younger Gen X customers, which emphasized our products good taste while making light-hearted reference to current coffee culture with different mix-ins and toppings.

NourishCo Beverages Limited, India ("NourishCo"):

Revenue for the year at H 825 Crores grew by 33%. The business maintained its accelerated pace of expansion, despite adverse weather conditions during peak season which created stress on growth for overall category. It saw broad-based growth across the flagship brands (Tata Copper Plus, Tata Gluco Plus, and Himalayan) as well as increased focus on innovations. It continued to expand our distribution and increased our reach to ~1 million outlets on the back of expansion in manufacturing footprint. During the year, it increased investment behind brands and did several new launches to expand the product portfolio - new category (Sports Drink, Energy Drink, extending Himalayan play with Saffron), straddling the natural mineral water category (‘Tata Spring Alive) and new packaging formats (Tata Coffee Cold Brew in Cans and Tata Fruski in Cups).

Tata Coffee Limited (formerly known as TCPL Beverages & Foods Limited, India ("TCL"):

In accordance with the Scheme of Arrangement the plantation business of the erstwhile Tata Coffee Limited was transferred to a wholly owned subsidiary, then called TCPL Beverages & Foods Limited, India. The Scheme of arrangement has been accounted in accordance with "Pooling of interest method" as laid down in Appendix C - ‘Business combinations of entities under common control of Ind AS 103 notified under Section 133 of the Companies Act read with the Companies (Indian Accounting Standards) Rules, 2015. Accordingly, comparatives have been restated to give effect of the amalgamation from the beginning of the previous year.

Tata Coffee Limited revenue at H 487 Crores lower by 2%, driven by lower volumes both in Tea and Coffee partly offset by higher realisation. Profit from operations improved significantly due to higher coffee prices mainly Robusta. Profit before exceptional items and tax at H 95 Crores were 2x of the previous year. Profit after tax at H 45 Crores in line with previous year, on account of exceptional costs relating to merger.

Tata Coffee Vietnam Company Limited, Vietnam ("TCV"):

Revenue from operations for the year at H 391 Crores grew by 14% mainly driven by higher realization, increase in customer base and higher contribution from value added products. Profit after tax at H 60 Crores improved ~ 3x times over the previous year. Margin improvement driven by higher realisation and value-added products.

JOINT VENTURE

Tata Starbucks Private Limited, India ("TSPL"):

Revenue from Operations at H 1218 Crores, improved by 12%, growth driven by higher number of stores. It opened 95 new stores this year – outpacing the last years record of highest store opening in a single year (71 stores). TSPL now has 421 stores across 61 cities in India. The year witnessed demand softness in the overall QSR (Quick Service Restaurant) space consequently our same stores sales growth was subdued. During the year, we ran number of campaigns to increase store footfall as well as strengthen our Coffee leadership position. Profitability remained muted due to demand softness in the overall QSR space.

ASSOCIATES

Amalgamated Plantations Private Limited, India ("APPL"):

Revenue from Operations at H 793 Crores, declined by 18%, largely due to lower price realisation and lower crop. In the current year, the overall Northern India crop was impacted by drought and severe pest attacks. The auction market was depressed in the early part of the year which adversely impacted the price realisation. Profit after tax was adverse to previous year mainly on account of lower revenue and adverse realisation.

Kanan Devan Hills Plantations Company Private Limited, India ("KDHP"):

Revenue from Operations at H 443 Crores, marginally lower by 2%, due to lower crop. Profit after tax declined marginally due to lower revenue and higher wages in South India partly offset by improved efficiencies and good control over costs.

BOARD OF DIRECTORS

The Board of the Company is comprised of eminent persons with proven competence and integrity. Besides the experience, strong financial acumen, strategic astuteness, and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparation.

During the year under review and as on the date of the report, the composition of the Board consist of 9 Directors comprising of 5 Independent Directors, 2 Non-Executive Directors and 2 Executive Directors, details thereof have been provided in the Corporate Governance Report.

In terms of the requirement of the Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of the Companys businesses for effective functioning. The list of key skills, expertise and core competencies of the Board of Directors is detailed in the Corporate Governance Report.

In the opinion of the Board, all the directors, as well as the directors appointed / re-appointed during the year possess the requisite qualifications, experience and expertise and hold high standards of integrity.

Criteria for determining qualification, positive attributes and independence of a director is given in the NRC Policy, which can be accessed on Companys website at https://www. tataconsumer.com/investors/policies

Appointment/Re-appointment/ Retirement of Directors during FY 2023-24

Mr. N. Chandrasekaran (DIN 00121863), Non-Executive, (Non-Independent) Director of the Company, who retired by rotation in terms of Section 152(6) of the Act, was re-appointed by the Members at the 60^th Annual General Meeting held on June 06, 2023. Mr. L. Krishnakumar (DIN 00423616) was re-appointed as the Executive Director & Group CFO of the Company for a further period effective April 01, 2023 up to October 31, 2023 and such re-appointment was approved by the Members at the 60^th Annual General Meeting held on June 06, 2023. Mr. L. Krishnakumar, retired from his position effective close of business hours on October 31, 2023, in accordance with the Companys retirement policy and the terms approved by the Nomination and Remuneration Committee, the Board, and the Members. The Board placed on record its sincere appreciation for the contribution made by him over the years.

Mr. Ajit Krishnakumar, (DIN 08002754), was appointed as the Whole-time Director, designated as ‘Executive Director and Chief Operating Officer, for a term of 5 years commencing from November 01, 2023, and such appointment was also approved by the Members.

Re-appointment of Directors retiring by rotation

In terms of the provisions of the Companies Act, 2013, Mr. P. B. Balaji (DIN 02762983), Non-Executive (Non-Independent) Director of the Company, retires by rotation at the ensuing AGM and being eligible, seeks re-appointment. A resolution seeking the re-appointment of Mr. P. B. Balaji, forms part of the Notice convening the ensuing Annual General Meeting scheduled to be held on June 13, 2024. The profile along with other details of Mr. P. B. Balaji are provided in the annexure to the Notice of the Annual General Meeting.

Pecuniary relationship or transactions with the Company

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/ Committee(s) of the Company.

Independent Directors

Mr. Bharat Puri, Ms. Shikha Sharma, Mr. Siraj Chaudhry, Dr. K. P. Krishnan, and Mr. David Crean are Independent Directors on the Board.

All the Independent Directors of the Company have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1) (b) of the Listing Regulations and they continue to comply with the Code of Conduct laid down under Schedule IV of the Act. 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 that exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Directors have further confirmed that they are not debarred from holding the office of the director under any SEBI order or any other such authority.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied with the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors and complied with the requirements of passing proficiency test, as applicable.

Board Meetings

The Board meets at regular intervals to discuss and decide on the Companys/business policy and strategy apart from other Board business. The Board exhibits strong operational oversight with regular presentations in quarterly meetings. The Board/Committee meetings are pre-scheduled, and a tentative annual calendar of the Board and Committee meetings is circulated to the Directors well in advance to help them plan their schedule and ensure meaningful participation in the meetings. Only in case of special and urgent business, if the need arises, the Boards or Committees approval is taken by passing resolutions through circulation or by calling the Board / Committee meetings at a shorter notice, in accordance with the applicable law.

The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed to enable the Directors to make an informed decision.

The Board of Directors held 7 (seven) meetings during FY 2023-24, details thereof have been provided in the Corporate Governance Report. The intervening gap between the meetings was not more than 120 days as required under the Act and the Listing Regulations.

KEY MANAGERIAL PERSONNEL

As on March 31, 2024, the following are Key Managerial Personnel ("KMPs") of the Company as per Sections 2(51) and 203 of the Act: a) Mr. Sunil DSouza, Managing Director & Chief Executive Officer, b) Mr. Ajit Krishnakumar, Executive Director & Chief Operating Officer, c) Mr. Sivakumar Sivasankaran, Chief Financial Officer, Mr. L Krishnakumar, retired as Executive Director & Group CFO and Key Managerial Personal of the Company w.e.f. close of business hours on October 31, 2023. The Board placed on record its sincere appreciation for the contribution made by him over the years.

Mr. Neelabja Chakrabarty, resigned and ceased as Company Secretary and Key Managerial Personal of the Company w.e.f. close of business hours on February 07, 2024. The Board placed on record its sincere appreciation for the contribution made by him over the years.

COMMITTEES OF THE BOARD

As required under the Act and the Listing Regulations, the Company has constituted the following statutory committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee

• Corporate Social Responsibility & Sustainability Committee Details of all the Committees such as terms of reference, composition, and meetings held during the year under review are disclosed in the Corporate Governance Report, a part of this Annual Report.

In addition to the above, the Board has formed an Executive Committee to review specific business operational matters and other items that the Board may decide to delegate. The Board, from time to time, based on necessity, has delegated certain operational power to committees of directors formed for specific purposes like disinvestment of non-strategic investment, matters relating to the Scheme of Arrangement, Preferential issue of shares, etc.

BOARD GOVERNANCE

The Nomination and Remuneration Committee ("NRC") of the Board is entrusted with the responsibility for developing competency requirements for the Board, based on the industry and strategy of the Company. The Board composition analysis reflects an in-depth understanding of the Company, including its strategies, environment, operations, financial condition, and compliance requirements.

Nomination & Appointment of Directors, Key Managerial Personnel and Senior Management

Pursuant to the provisions of Section 178 of the Act and Regulation 19 of the Listing Regulations, NRC has formulated, and the Board has adopted a Policy on the appointment and removal of Directors including the Board Diversity Policy ("NRC Policy"). NRC Policy is hosted on the website of the Company at: www.tataconsumer.com/investors/policies. NRC has also formulated the criteria for determining qualifications, positive attributes, and independence of Directors, which has been embedded in NRC Policy.

NRC makes recommendations to the Board regarding the appointment/re-appointment of Directors, Key Managerial Personnel ("KMPs") and other members of the Senior Management. The role of the NRC encompasses conducting a gap analysis to refresh the Board periodically, including each time a directors appointment or re-appointment is required. NRC is also responsible for reviewing the profiles of potential candidates vis-?-vis the required competencies, undertaking reference, and due diligence, and meeting potential candidates before making recommendations of their nomination to the Board. The appointee is also briefed about the specific requirements for the position including expert knowledge expected at the time of appointment.

The Companys governance guidelines cover aspects mainly relating to the composition and role of the Board, Chairman and Directors, Board diversity, and Committees of the Board. As per the Companys policy on the retirement of directors, the retirement age for Managing/ Executive Directors is 65 years, Non- Executive (Non- Independent) Directors is 70 years, and Non-Executive, Independent Directors is 75 years.

Board Diversity

The Company recognizes and embraces the importance of a diverse board in its success. The Company believes that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race, and gender, which will help the Company to retain its competitive advantage. The Board has adopted the Board Diversity Policy, as a part of NRC Policy which sets out the approach to the diversity of the Board of Directors. The said Policy is hosted on the website of the Company at: www. tataconsumer.com/investors/policies.

Remuneration of Executive Directors, Key Managerial Personnel and Senior Management

Pursuant to the provisions of Section 178 of the Act and Regulation 19 of Listing Regulations, NRC has also formulated a policy relating to the remuneration for the Directors, KMP, Senior Management and other employees, which is hosted on the website of the Company at: www. tataconsumer.com/investors/policies. The philosophy for remuneration is based on the commitment to fostering a culture of leadership with trust.

In accordance with the policy, the Managing Director, Executive Director, KMPs, Senior Management and employees are paid a fixed salary which includes basic salary, allowances, perquisites and other benefits and also annual incentive remuneration/ performance-linked incentive/share-based employee benefit/ performance- based shares/units, subject to achievement of certain performance criteria and such other parameters as may be considered appropriate from time to time by the NRC and the Board. The performance-linked incentive is driven by the outcome of the performance appraisal process and the performance of the Company and may be paid in the form of a cash component (Short-Term Incentive) and long-term performance shares units (Long-Term Incentive).

Remuneration for Independent Directors and Non-Independent, Non-Executive Directors

The Non-Executive Directors, including Independent Directors, are paid sitting fees for attending the meetings of the Board and Committees of the Board. As per the policy, the overall remuneration (sitting fees and commission) should be reasonable and sufficient to attract, retain and motivate Directors aligned to the requirements of the Company including considering the challenges faced by the Company and its future growth imperatives. The remuneration should also be reflective of the size of the Company, the complexity of the business and the Companys capacity to pay the remuneration.

The Company pays a sitting fee of H 30,000 per meeting per Director for attending meetings of the Board, Audit, Nomination and Remuneration and Executive Committees. For meetings of all other Committees of the Board, a sitting fee of H 20,000 per meeting per Director is paid.

Within the ceiling as prescribed under the Act, the Non- Executive Directors including Independent Directors are also paid a commission, the amount whereof is recommended by the NRC and approved by the Board. The basis of determining the specific amount of commission payable to a Non-Executive Director is related to his attendance at meetings, role and responsibility as Chairman or Member of the Board / Committees and overall contribution as well as time spent on operational matters other than at the meetings. The shareholders of the Company had approved payment of commission to the Non-Executive Directors at the Fifty– Fifth Annual General Meeting held on July 05, 2018, for each financial year to be distributed among the Directors in such manner as the Board of Directors may, from time to time, determine within the overall maximum limit of 1% (one percent) per annum or such other percentage as may be specified by the Act, from time to time. No Stock option has been granted to any Non-Executive Director.

As a policy, Mr. N. Chandrasekaran, Chairman, has abstained from receiving any commission from the Company. Further, in line with the internal guidelines of the Company, no payment is made towards commission to Mr. P. B. Balaji, Non-Executive Director of the Company, who is in employment with another Tata Company.

Board Evaluation

The Board of Directors carried out an annual evaluation of its own performance, Board Committees, and Individual Directors in accordance with the Act, Listing Regulations, and Governance Guidelines. The Nomination and Remuneration Committee led an internal evaluation process to assess the performance of the Board, its committees, and individual directors.

The performance of Individual Directors was reviewed by the Board and the NRC, with criteria such as preparedness, constructive contributions, and input in meetings. Non-Independent Directors, the Board as a whole, and the Chairman of the Company were evaluated at a separate meeting of Independent Directors. The evaluation results were discussed at the Board meeting, where an action plan was agreed upon.

The Company also acted on feedback received from the previous years evaluation process. For more details on the Board Evaluation Process, please refer the "Board Evaluation" section of the Corporate Governance Report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has comprehensive internal control mechanism and also has in place adequate policies and procedures for the governance of orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding its assets, prevention, and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. The Companys internal control systems are commensurate with the nature of its business, and the size and complexity of its operations and such internal financial controls concerning the Financial Statements are adequate.

The Company has a strong and independent in-house Internal Audit ("IA") department that functionally reports to the Chairman of the Audit Committee, thereby maintaining its objectivity. The remediation of deficiencies as identified by the IA department has resulted in a robust framework for internal controls and details of which are provided in the Management Discussion and Analysis Report. Further, Statutory Auditors in its report expressed an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls.

ENTERPRISE RISK MANAGEMENT FRAMEWORK

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring the effectiveness. The Committee considers the risks that impact the mid-term to the long-term objectives of the business, including those reputational in nature and provides an update to the Board on the Companys risks and mitigation plans outlined in the risk registers. The Audit Committee has additional oversight in the area of financial risks and controls. The Company has an elaborate Enterprise Risk Management (ERM) Policy and Risk Charter defining the risk management governance model, risk assessment and prioritization process. Risk Management Framework integrates leading risk management standards and practices. The framework outlines the series of activities that the company would deploy in identifying, assessing, and managing its risks. In developing the Risk Management Framework the focus has been to design a process that addresses Companys business needs while remaining simple and pragmatic. Additionally, the ERM process has been further strengthened through Executive Risk Governance Committee (ERGC) comprising of CEO, CFO, COO, Business Heads, Function Heads and ERM team. The ERGC has the following responsibilities:

• Periodic review of significant risk exposures and ensuring appropriate mitigations are in place

• Monitoring effectiveness of mitigation plans through associated target key performance indicators (KPIs)

CORPORATE SOCIAL RESPONSIBILITY

The Company is a strong believer in the Tata Group philosophy of giving back to the community and acknowledging the role played by communities in the growth of our business. The Company stand ‘For Better Living which embeds actions towards For Better Communities, For Better Nutrition, For Better Sourcing, and For Better Planet. CSR activities, projects, and programs undertaken by the Company are in accordance with Section 135 of the Act and the rules made thereunder. Such CSR activities exclude activities undertaken in pursuance of its normal course of business. During the year under review, the CSR initiatives of the Company focused on women empowerment, affordable health care, empowerment of differently abled, WaSH (Water, Sanitation and Hygiene), Rural Development and Education and Skilling. Such CSR projects undertaken by the Company contribute to Sustainable Development Goals (SDGs).

As per Section 135 of the Act, the Company was required to spend H 20.03 Crores (2%) of the average qualifying net profits of the last three financial years on CSR activities in FY 2024. During the year under review, the Company has spent H 20.12 Crores (2.01%) on CSR, which includes H 19.39 Crores on on CSR activities, H 0.61 Crores towards Administrative Overheads and H 0.12 Crores towards Impact Assessment, which is permissible under CSR Rules. Thereby the Company has fulfilled its obligation of spending H 20.03 Crores (2% of the average net profit as per Section 135(5) for FY 2024. In addition to the projects specified as CSR activities under section 135 of the Act, the Company has also carried out several other sustainability/responsible business initiatives and projects on a global scale.

A Report on CSR containing particulars as prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014 are provided in Annexure 1 attached to this Report. The CSR Policy is uploaded on the Companys website and can be assessed at www.tataconsumer.com/investors/policies. Pursuant to Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 the Company has undertaken the impact assessment of 7 (seven) CSR projects carried out in FY 2022-23, through Soulace Consulting Private Limited, an independent agency. The impact assessment report for FY 2022-23 is available on the Companys website and can be assessed at https://www.tataconsumer.com/ sustainability.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

In accordance with Regulation 34(2)(f) of the Listing Regulations, Business Responsibility and Sustainability Report ("BRSR") covering disclosures on Companys performance on ESG (Environment, Social and Governance) parameters for FY 2024, along with BRSR Core and reasonable assurance opinion statement provided by the British Standards Institution (BSI), independent agency, forms an integral part of the Integrated Annual Report. BRSR includes details on performance against the nine principles of the National Guidelines on Responsible Business Conduct and a report under each principle, which is divided into essential and leadership indicators forms an integral part of the Integrated Annual Report.

INTEGRATED REPORT

The Integrated Report of the Company is prepared in accordance with the International Integrated Reporting (IR) framework published by the Value Reporting Foundation (VRF) which reflects the integrated thinking of the

Company and its approach to its value creation. This report aims to provide a holistic view of the Companys strategy, governance and performance, and how they work together to create value over the short, medium and long term for our stakeholders. The narrative section of the Integrated Report is guided by the Integrated Reporting (IR) framework outlined by the International Integrated Reporting Council (IIRC).

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 read with Schedule V of the Listing Regulations, a separate section on the Corporate Governance Report, forms an integral part of the Integrated Annual Report. A certificate from Practicing Company Secretary confirming compliance with corporate governance norms, as stipulated under the Listing Regulations, is annexed to the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the Listing Regulations, a separate section on Management Discussion and Analysis Report which also covers the consolidated operations reflecting the global nature of our business forms an integral part of the Integrated Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost, and secretarial auditors including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by the management and the relevant Board Committees including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and operating effectively during the FY2024. Pursuant to Section 134 (5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that for the financial year ended March 31, 2024: i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures; ii. They 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 and of the profits of the Company for that period; iii. They have taken proper and sufficient care 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. They have prepared the annual accounts on a ‘going concern basis; v. They have laid down internal financial controls for the Company which are adequate and are operating effectively; vi. They have devised a proper system to ensure compliance with the provisions of all applicable laws and such systems are adequate and are operating effectively.

STATUTORY AUDITORS AND AUDITORS REPORT

Based on the recommendation of the Audit Committee and the BoardofDirectors,MembersoftheCompanyatthe59^thAnnual General Meeting held on June 27, 2022, appointed Deloitte Haskins & Sells LLP, ("Deloitte") Chartered Accountants (ICAI Firm Registration No.117366W/W-100018) as the Statutory Auditors for the second term of 5 (five) years commencing from the conclusion of the 59^th Annual General Meeting until the conclusion of the 64^th Annual General Meeting to be held in the year 2027. The Members also approved the remuneration payable to Deloitte and authorized the Board to finalize the terms and conditions of re- appointment, including remuneration of the Statutory Auditor for the remaining period, based on the recommendation of the Audit Committee.

The Statutory Auditors Report does not contain any qualifications, reservations, adverse remarks or disclaimers. Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act, in the year under review.

SECRETARIAL AUDITORS AND AUDITORS REPORT

According to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Dr. Asim Kumar Chattopadhyay, Company Secretary in Practice (FCS No. 2303, Certificate of Practice No. 880), to carry out the Secretarial Audit of the Company. The Report of the Secretarial Auditor for FY 2023-24 is attached herewith as Annexure 2. There are no qualifications, observations or adverse remarks or disclaimers in the said report.

COST RECORDS AND COST AUDITORS

During the year under review, in accordance with Section 148(1) of the Act, the Company has maintained the accounts and cost records, as specified by the Central Government. Such cost accounts and records are subject to audit by M/s Shome and Banerjee, Cost Auditors of the Company for FY2024. The Board has re-appointed M/s Shome and Banerjee, Cost Accountants (Firm Registration Number: 000001) as Cost Auditors of the Company for conducting cost audit for the FY 2024-25. A resolution seeking approval of the Shareholders for ratifying the remuneration payable to the Cost Auditors for FY 2024-25 is provided in the Notice of the ensuing Annual General Meeting.

The Cost accounts and records as required to be maintained under Section 148 (1) of the Act are duly made and maintained by the Company.

RELATED PARTY TRANSACTIONS

The Company has a well-defined process of identification of related parties and transactions with related parties, its approval and review process. The Policy on Related Party Transactions as formulated by the Audit Committee and the Board is hosted on the Companys website and can be assessed at www.tataconsumer.com/investors/policies. As required under Regulation 23 of the Listing Regulations, the Audit Committee has defined the material modification and has been included in the said Policy.

All contracts, arrangements and transactions entered by the Company with related parties during FY 2024 (including any material modification thereof), were in the ordinary course of business and on an arms length basis and were carried out with prior approval of the Audit Committee. All related party transactions that were approved by the Audit Committee were periodically reported to the Audit Committee. Prior approval of the Audit Committee was obtained periodically for the transactions which were planned and/or repetitive in nature and omnibus approvals were also taken as per the policy laid down for unforeseen transactions.

None of the contracts, arrangements and transactions with related parties, required approval of the Board/ Shareholders under Section 188(1) of the Act and Regulation 23(4) of the Listing Regulations.

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. The 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 in Form AOC-2 does not apply to the Company for the FY 2024 and hence the same is not provided. The details of the transactions with related parties during FY 2024 are provided in the accompanying financial statements.

ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the Annual Return of the Company prepared as per Section 92(3) of the Act for the financial year ended March 31, 2024, is available on the Companys website and can be accessed at https://www. tataconsumer.com/investors/investor-information/annual-returns. In terms of Rules 11 and 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return shall be filed with the Registrar of Companies, with prescribed timelines.

PARTICULARS OF EMPLOYEES

The information containing details of employees as required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure 3 attached to this report.

According to Section 197(14) of the Act, the details of remuneration received by an Executive Director from the Companys subsidiary company during FY 2023-24 is provided in Annexure 3 attached to this report.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, there were no significant and material orders passed by the Regulators / Courts that would impact the going concern status of the Company and its future operations.

PARTICULARS OF LOANS, GUARANTEES, AND INVESTMENTS BY THE COMPANY

The particulars of loans, guarantees, and investments covered under the provisions of Section 186 of the Act have been disclosed in the financial statements.

VIGIL MECHANISM

The Companys vigil mechanism allows the directors and employees to report their concerns about unethical behaviour, actual or suspected fraud, or violation of the code of conduct /business ethics as well as to report any instance of leak of Unpublished Price Sensitive Information. The vigil mechanism provides for adequate safeguards against victimization of the Director(s) and employee(s) who avail of this mechanism. No person has been denied access to the Chairman of the Audit Committee.

The Whistle-Blower Policy of the Company can be accessed on the Companys website at the link: https://www.tataconsumer.com/investors/policies.

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) ACT, 2013

The Company has adopted zero tolerance for sexual harassment at the workplace and has formulated a policy on prevention, prohibition, and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. Awareness programs were conducted at various locations of the Company https://www.tataconsumer. com/investors/policies.

The Company has complied with provisions relating to the constitution of Internal Committee (IC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company have setup ICs for its 7 major locations to redress complaints on sexual harassment. During the year under review, one complaint relating to sexual harassment which was pending at the beginning of the financial year, has been investigated and closed. Further, IC had received two more complaint during the year. One complaint has been closed and second which is under review was pending closure at the end of the Financial Year ended March 31, 2024.

SECRETARIAL STANDARDS

Section 118 of the Act mandates compliance with the Secretarial Standards on board meetings and general meetings issued by The Institute of Company Secretaries of India. During the year under review, the Company has complied with all the applicable Secretarial Standards.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from the public during the year under review. No amount on account of principal or interest on deposits from the public was outstanding as on March 31, 2024.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE

The information on the conservation of energy, technology absorption, and foreign exchange earnings and outgo according to Section 134(3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure 4 attached to this report.

INDUSTRIAL RELATIONS

During the year under review, industrial relations remained harmonious at all our offices and establishments.

ACKNOWLEDGEMENT

The Directors wish to convey their deep appreciation to all the employees, customers, vendors, investors, and consultants/advisors of the Company for their sincere and dedicated services as well as their collective contribution to the Companys performance.

The Directors thank the Government of India, Governments of various States in India, Governments of various Countries, and concerned Government departments for their co-operation. The Directors appreciate and value the contribution made by every member, employee, and their family of the Tata Consumer Products Group.

	On behalf of the Board of Directors
	N. Chandrasekaran
	Chairman
Mumbai, April 23, 2024	(DIN 00121863)