We have audited the accompanying Standalone FinancialStatements of Tata Consumer Products Limited (the“Company”), which comprise the Balance Sheet as at March31, 2025, and the Statement of Profit and Loss (including OtherComprehensive Income), the Statement of Cash Flows and theStatement of Changes in Equity for the year ended on that date,and notes to the financial statements, including a summary ofmaterial accounting policies and other explanatory information.
In our opinion and to the best of our information and accordingto the explanations given to us, the aforesaid StandaloneFinancial Statements give the information required by theCompanies Act, 2013 (the “Act”) in the manner so requiredand give a true and fair view in conformity with the IndianAccounting Standards prescribed under section 133 of the Act,(“Ind AS”) and other accounting principles generally acceptedin India, of the state of affairs of the Company as at March 312025, and its profit, total comprehensive income, its cash flowsand the changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit of the Standalone Financial Statementsin accordance with the Standards on Auditing (“SA”s) specified
under section 143(10) of the Act. Our responsibilities underthose Standards are further described in the Auditor’sResponsibility for the Audit of the Standalone FinancialStatements section of our report. We are independent of theCompany in accordance with the Code of Ethics issued by theInstitute of Chartered Accountants of India (“ICAI”) togetherwith the ethical requirements that are relevant to our audit ofthe Standalone Financial Statements under the provisions ofthe Act and the Rules made thereunder, and we have fulfilledour other ethical responsibilities in accordance with theserequirements and the ICAI’s Code of Ethics. We believe thatthe audit evidence obtained by us is sufficient and appropriateto provide a basis for our audit opinion on the StandaloneFinancial Statements.
Key Audit Matters
Key audit matters are those matters that, in our professionaljudgment, were of most significance in our audit of theStandalone Financial Statements of the current period.These matters were addressed in the context of our auditof the Standalone Financial Statements as a whole, andin forming our opinion thereon, and we do not provide aseparate opinion on these matters. We have determined thematters described below to be the key audit matters to becommunicated in our report.
Sr.
No.
Key Audit Matter
Auditor's Response
1
Impairment assessment of carrying value ofinvestment in an associate
During the current financial year, an associate has incurredsignificant losses as it has not been able to recoverincrease in input costs through increased prices. This hastriggered for assessment of carrying value of investments ofRs. 276.80 crore (equity shares of Rs. 82.08 crore andpreference shares of Rs. 194.72 crore) in the associate inStandalone Financial Statements of the Company. TheCompany has also engaged a valuation expert to evaluate therecoverable value of the entity through sale of its assets. Thedetermination of recoverable value for impairment assessmentinvolved significant judgements and estimates forecast ofrecoverable value of the entity’s non-current assets.
Refer note 6 to the Standalone Financial Statements
Besides obtaining an understanding of Management’sprocesses and controls with regard to testing the investmentsfor impairment our procedures included the following:
a) We understood the methodology applied by Management inperforming its assessment of carrying value of investmentand walked through the controls over the process.
b) Evaluated the design, implementation, and operatingeffectiveness of the relevant internal controls over impairmentassessment.
c) We challenged the assumptions made by Management for
the input data used by Management’s fair value expertthrough discussions, comparisons to industry peers andother available independent external data sources. We alsoperformed sensitivity analysis on the key assumptions.
Information Other than the Financial Statements andAuditor's Report Thereon (“Other Information”)
• The Company’s Board of Directors is responsible for theother information. The other information comprises theinformation included in the Report of the Board of Directorsincluding Annexures thereto, Management Discussionand Analysis Report and Business ResponsibilityReport, but does not include the Consolidated FinancialStatements, Standalone Financial Statements and ourauditor’s report thereon.
• Our opinion on the Standalone Financial Statementsdoes not cover the other information and we do notexpress any form of assurance conclusion thereon.
• In connection with our audit of the Standalone FinancialStatements, our responsibility is to read the otherinformation and, in doing so, consider whether theother information is materially inconsistent with theStandalone Financial Statements or our knowledgeobtained during the course of our audit or otherwiseappears to be materially misstated.
• If, based on the work we have performed, we concludethat there is a material misstatement of this otherinformation, we are required to report that fact. We havenothing to report in this regard.
Responsibilities of Management and Board of Directorsfor the Standalone Financial Statements
The Company’s Board of Directors is responsible for thematters stated in section 134(5) of the Act with respect to thepreparation of these Standalone Financial Statements thatgive a true and fair view of the financial position, financialperformance including other comprehensive income, cashflows and changes in equity of the Company in accordancewith the accounting principles generally accepted in India,including Ind AS specified under section 133 of the Act.This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventingand detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; anddesign, implementation and maintenance of adequate internalfinancial controls, that were operating effectively for ensuringthe accuracy and completeness of the accounting records,relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free frommaterial misstatement, whether due to fraud or error.
In preparing the Standalone Financial Statements,Management and Board of Directors are responsible forassessing the Company’s ability to continue as a going concern,disclosing, as applicable, matters related to going concernand using the going concern basis of accounting unless theBoard of Directors either intend to liquidate the Company orto cease operations, or has no realistic alternative but to do so.
The Company’s Board of Directors is also responsible foroverseeing the Company’s financial reporting process.
Auditor's Responsibility for the Audit of the StandaloneFinancial Statements
Our objectives are to obtain reasonable assurance aboutwhether the Standalone Financial Statements as a wholeare free from material misstatement, whether due to fraudor error, and to issue an auditor’s report that includes ouropinion. Reasonable assurance is a high level of assurance,but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement whenit exists. Misstatements can arise from fraud or error and areconsidered material if, individually or in the aggregate, theycould reasonably be expected to influence the economicdecisions of users taken on the basis of these StandaloneFinancial Statements. As part of an audit in accordancewith SAs, we exercise professional judgment and maintainprofessional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatementof the Standalone Financial Statements, whether dueto fraud or error, design and perform audit proceduresresponsive to those risks, and obtain audit evidencethat is sufficient and appropriate to provide a basisfor our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than forone resulting from error, as fraud may involve collusion,forgery, intentional omissions, misrepresentations, or theoverride of internal control.
• Obtain an understanding of internal financial controlsrelevant to the audit in order to design audit proceduresthat are appropriate in the circumstances. Undersection 143(3)(i) of the Act, we are also responsiblefor expressing our opinion on whether the Companyhas adequate internal financial controls with referenceto Standalone Financial Statements in place and theoperating effectiveness of such controls.
• Evaluate the appropriateness of accounting policiesused and the reasonableness of accounting estimatesand related disclosures made by the management.
• Conclude on the appropriateness of management’s useof the going concern basis of accounting and, basedon the audit evidence obtained, whether a materialuncertainty exists related to events or conditions thatmay cast significant doubt on the Company’s abilityto continue as a going concern. If we conclude thata material uncertainty exists, we are required to drawattention in our auditor’s report to the related disclosuresin the Standalone Financial Statements or, if suchdisclosures are inadequate, to modify our opinion. Ourconclusions are based on the audit evidence obtainedup to the date of our auditor’s report. However, futureevents or conditions may cause the Company to cease tocontinue as a going concern.
• Evaluate the overall presentation, structure and contentof the Standalone Financial Statements, including thedisclosures, and whether the Standalone FinancialStatements represent the underlying transactions andevents in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in theStandalone Financial Statements that, individually or inaggregate, makes it probable that the economic decisions ofa reasonably knowledgeable user of the Standalone FinancialStatements may be influenced. We consider quantitativemateriality and qualitative factors in (i) planning the scope ofour audit work and in evaluating the results of our work; and(ii) to evaluate the effect of any identified misstatements in theStandalone Financial Statements.
We communicate with those charged with governanceregarding, among other matters, the planned scope andtiming of the audit and significant audit findings, includingany significant deficiencies in internal financial controls thatwe identify during our audit.
We also provide those charged with governance with astatement that we have complied with relevant ethicalrequirements regarding independence, and to communicatewith them all relationships and other matters that mayreasonably be thought to bear on our independence, andwhere applicable, related safeguards.
From the matters communicated with those charged withgovernance, we determine those matters that were ofmost significance in the audit of the Standalone FinancialStatements of the current period and are therefore the keyaudit matters. We describe these matters in our auditor’sreport unless law or regulation precludes public disclosureabout the matter or when, in extremely rare circumstances,
we determine that a matter should not be communicated inour report because the adverse consequences of doing sowould reasonably be expected to outweigh the public interestbenefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Act, based on our
audit we report that:
a) We have sought and obtained all the informationand explanations which to the best of ourknowledge and belief were necessary for thepurposes of our audit.
b) In our opinion, proper books of account as requiredby law have been kept by the Company so far as itappears from our examination of those books.
c) The Balance Sheet, the Statement of Profit andLoss including Other Comprehensive Income,the Statement of Cash Flows and Statement ofChanges in Equity dealt with by this Report are inagreement with the relevant books of account.
d) In our opinion, the aforesaid Standalone FinancialStatements comply with the Ind AS specified underSection 133 of the Act.
e) On the basis of the written representations receivedfrom the directors as on March 31, 2025 takenon record by the Board of Directors, none of thedirectors is disqualified as on March 31, 2025 frombeing appointed as a director in terms of Section164(2) of the Act.
f) With respect to the adequacy of the internal financialcontrols with reference to Standalone FinancialStatements of the Company and the operatingeffectiveness of such controls, refer to our separateReport in “Annexure A". Our report expresses anunmodified opinion on the adequacy and operatingeffectiveness of the Company’s internal financial controlswith reference to Standalone Financial Statements.
g) With respect to the other matters to be includedin the Auditor’s Report in accordance with therequirements of section 197(16) of the Act, asamended, in our opinion and to the best of ourinformation and according to the explanationsgiven to us, the remuneration paid by the Companyto its directors during the year is in accordance withthe provisions of section 197 of the Act.
h) With respect to the other matters to be includedin the Auditor’s Report in accordance with Rule11 of the Companies (Audit and Auditors) Rules,2014, as amended in our opinion and to thebest of our information and according to theexplanations given to us:
i. The Company has disclosed the impact ofpending litigations on its financial position in itsStandalone Financial Statements - Refer Note30 to the Standalone Financial Statements;
ii. The Company did not have any long-termcontracts including derivative contractsfor which there were any materialforeseeable losses.
iii. There has been no delay in transferringamounts, required to be transferred, to theInvestor Education and Protection Fundby the Company.
iv. (a) The Management has represented that,
to the best of it’s knowledge and belief,no funds have been advanced or loanedor invested (either from borrowed fundsor share premium or any other sources orkind of funds) by the Company to or in anyother person(s) or entity(ies), includingforeign entities (“Intermediaries”), withthe understanding, whether recorded inwriting or otherwise, that the Intermediaryshall, directly or indirectly lend or invest inother persons or entities identified in anymanner whatsoever by or on behalf ofthe Company (“Ultimate Beneficiaries”) orprovide any guarantee, security or the likeon behalf of the Ultimate Beneficiaries.
(b) The Management has represented, that,to the best of it’s knowledge and belief, nofunds have been received by the Companyfrom any person(s) or entity(ies), includingforeign entities (“Funding Parties”), withthe understanding, whether recorded inwriting or otherwise, that the Companyshall, directly or indirectly, lend or investin other persons or entities identifiedin any manner whatsoever by or onbehalf of the Funding Party (“UltimateBeneficiaries”) or provide any guarantee,security or the like on behalf of theUltimate Beneficiaries.
(c) Based on the audit procedures performedthat have been considered reasonable andappropriate in the circumstances, nothinghas come to our notice that has caused usto believe that the representations undersub-clause (i) and (ii) of Rule 11(e), asprovided under (a) and (b) above, containany material misstatement.
v. The final dividend proposed in the previousyear, declared and paid by the Companyduring the year is in accordance with section123 of the Act, as applicable.
As stated in note 13(vi) to the StandaloneFinancial Statements, the Board of Directorsof the Company has proposed final dividendfor the year which is subject to the approvalof the members at the ensuing AnnualGeneral Meeting. Such dividend proposedis in accordance with section 123 of theAct, as applicable.
vi. Based on our examination, which included testchecks, the Company has used accountingsoftware systems for maintaining its booksof account for the financial year ended March31, 2025 which have the feature of recordingaudit trail (edit log) facility and the same hasoperated throughout the year for all relevanttransactions recorded in the software systems.Further, during the course of our audit we didnot come across any instance of the audit trailfeature being tampered with and the audit trailhas been preserved by the Company as per thestatutory requirements for record retention.
2. As required by the Companies (Auditor’s Report) Order,2020 (“the Order”) issued by the Central Governmentin terms of Section 143(11) of the Act, we give in“Annexure B” a statement on the matters specified inparagraphs 3 and 4 of the Order.
For Deloitte Haskins & Sells LLP
Chartered Accountants(Firm’s Registration No. 117366W/W-100018)
Mukesh Jain
(Partner)
Place: Gurugram (Membership No. 108262)
Date: April 23, 2025 UDIN:25108262BMNTFM4012