The Board of Directors are delighted to present the 62nd Annual Report on the business and operations of Tata ConsumerProducts Limited (‘the Company’) along with the summary of consolidated and standalone financial statements for the yearended March 31, 2025.
In compliance with the applicable provisions of the Companies Act, 2013, (‘the Act’), the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), this Board’s Report is preparedbased on the standalone financial statements of the Company for the year under review and also presents the key highlightsof performance of subsidiaries, joint ventures and associate companies and their contribution to the overall performance of theCompany for the year under review.
Key highlights of consolidated and standalone financial performance for the year ended March 31, 2025, are summarized as under:
Particulars
Consolidated
Standalone*
2024-25
2023-24
Revenue from Operations
17618
15206
12802
10709
Profit before Exceptional Items and Taxes
1782
2023
1448
1537
Exceptional items (net)
(5)
(327)
55
(202)
Profit before Tax
1777
1696
1503
1335
Provision for Tax
(396)
(395)
(248)
(380)
Profit after Tax
1380
1301
1255
955
Share of net profit/(loss) in Associates and JointVentures
(93)
(86)
-
Profit for the year
1287
1215
Attributable to:
- Owners of the parent
1278
1150
Retained Earnings - Opening Balance
6900
7372
5380
5247
Add /(Less):
- Profit for the year
- Other Comprehensive Income/(Expense)
36
(57)
(3)
(13)
- Dividend Paid
(738)
(785)
(809)
- Other items
109
(780)
0
Retained Earnings - Closing Balance
7585
5894
* Comparatives for standalone financials have been restated from the beginning of the previous year in accordance with Ind AS 103 - Business Combinationsto give effect to the scheme of amalgamation of wholly owned subsidiaries (NourishCo Beverages Limited, Tata SmartFoodz Limited and Tata ConsumerSoulfull Private Limited) with the Company with effect from the Appointed date of April 1, 2024.
Consolidated Performance
Consolidated Revenue from operations for the year underreview at Rs. 17,618 Crores, grew by 16% driven byimprovement in both Branded and Non-Branded Business.India Branded Business grew by 19% driven by growth in corebusiness of tea and salt coupled with continuing momentum ingrowth businesses i.e. Tata Sampann, Tata Soulfull, Ready-to-
Drink, Capital Foods and Organic India. Core business growthwas led by volume aided by increased distribution and priceincreases taken during the year under review. Tea businessshowed considerable strength in a challenging demandenvironment and significant inflation in tea cost. Growthbusinesses continued to grow ahead of the core business andoverall contribution to India business has increased from 18%in previous year to 28% in FY 2024-25. International businessrevenue grew by 7% (5% in constant currency) aided by
volume growth and price increases. Non-Branded Businessgrew 21% led by higher volumes in Plantations and pricerealisations in both Plantations and Solubles business.
Profit before exceptional items and taxes at Rs. 1,782Crores was lower by 12%, on account of significant tea costinflation in India and acquisition related amortisation andfinance costs. India Branded Business margins were mainlyimpacted by tea cost inflation and higher amortisation.International Business witnessed margin improvement led byprice increases and lower input costs. Non-Branded Businessmargins improved significantly during the year under reviewon account of higher realisation coupled with fair valuationgains in Coffee Plantations, led by the steep incline in theprices of coffee commodity.
Group Net Profit at Rs. 1,287 Crores was higher by 6% due tolower exceptional items in FY 2024-25.
Standalone Performance
In accordance with the Scheme of Amalgamation (Scheme)between NourishCo Beverages Limited, Tata SmartFoodzLimited and Tata Consumer Soulfull Private Limited (whollyowned subsidiaries) with the Company as approved byHon’ble National Company Law Tribunal, Kolkata Bench,on July 18, 2024, the business of the respective subsidiariesstands transferred to the Company from the Effective date ofSeptember 1, 2024, with an Appointed date of April 1, 2024.
The Amalgamation has been accounted in accordance with“Pooling of interest method” as laid down in Appendix C -‘Business combinations of entities under common control’ ofInd AS 103 notified under Section 133 of the Act, read withthe Companies (Indian Accounting Standards) Rules, 2015.Accordingly, comparatives have been restated to give effectof the amalgamation from the beginning of the previous year.
Revenue from operations at Rs. 12,802 Crores is higher by20% driven by both Branded and Non-Branded Business.Branded business revenue growth was driven by improvedperformance across tea, salt, and foods portfolio. Teabusiness grew due to calibrated price increases and highervolumes, despite challenges of softer demand and inflationarypressure. The growth in tea was aided by innovative productlaunches, impactful marketing, and strategic pricing. Saltwitnessed high single digit growth led by both volume andvalue. Salt portfolio continues to solidify its market leadershipby strengthening the core offerings while also enhancingour premium portfolio. Non-Branded Business revenueswitnessed growth mainly aided by higher realization in thecoffee solubles business.
Profit before exceptional items and tax at Rs. 1,448 Crores lowerby 6%, driven by lower margins in Branded business partlyoffset by improved performance in Non-Branded Businessand higher dividend income from overseas subsidiaries.Branded Business margin was adversely impacted by tea costinflation partly offset by improvement in foods portfolio. Profitafter tax at Rs. 1,255 Crores was higher by 31% due to lowerexceptional items and one-time tax credit in FY 2024-25.
Dividend Distribution Policy
The Dividend Distribution Policy as adopted by the Board interms of Regulation 43A of the Listing Regulations is availableon the Company’s website and can be assessed at: https://www.tataconsumer.com/investors/policies
Declaration and payment of dividend
The Board is pleased to recommend a dividend of Rs. 8.25per equity share of the Company of face value of Re. 1 each(825%) for FY 2024-25. The Board recommended dividendbased on the parameters laid down in the Dividend DistributionPolicy and the dividend will be paid out of the profits for theyear under review.
The said dividend on equity shares is subject to the approvalof the Shareholders at the ensuing Annual General Meeting(‘AGM’) scheduled to be held on Wednesday, June 18, 2025.If approved, the dividend would result in a cash outflowof Rs. 816.34 Crores. The total dividend payout works outto 65.06% of the Net Profit of the Company (Previous Year:75.31% of pre amalgamation net profit of the Company’sstandalone net profit).
The dividend once approved by the Shareholders will be paidon or after June 21, 2025.
Record date
The record date fixed for determining the entitlement ofMembers for payment of dividend is Thursday, May 29, 2025.
According to the Finance Act, 2020, dividend income willbe taxable in the hands of the members and the Companyis required to deduct tax at source from the dividendpaid to the members as per the rates prescribed underIncome Tax Act, 1961.
Unclaimed dividends
Details of outstanding and unclaimed dividends previouslydeclared and paid by the Company are given under theCorporate Governance Report annexed to this IntegratedAnnual Report for FY 2024-25.
Transfer to Reserve
As permitted under the Act, the Board does not propose totransfer any amount to general reserve and has decidedto retain the entire amount of profit for FY 2024-25 in theretained earnings.
The Board of Directors, at its meeting held on January 19,2024, approved the offer and issuance of equity shares ofthe Company by way of a Rights Issue for an amount notexceeding Rs. 3,000 Crores. The Rights Issue was undertakenin accordance with the provisions of the Act, the Securitiesand Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations, 2018 and other applicable laws.
Pursuant to the said approval, the Capital Raising Committeeof the Board, at its meeting held on July 23, 2024, approvedthe issuance of 3,66,47,492 equity shares on rights basis ata price of Rs. 818 per share (comprising Re. 1 face value andRs. 817 premium), aggregating to Rs. 2,997.77 Crores. Theequity shares were offered to eligible shareholders in the ratioof 1 (one) equity share for every 26 (twenty-six) fully paid-upequity shares held as on the record date, i.e., July 27, 2024.The Rights Issue opened on August 5, 2024 and closed onAugust 19, 2024. Fractional entitlements were disregardedwhile computing the Rights Entitlement.
As on March 31, 2025, 3,66,23,802 equity shares aggregatingto Rs. 2,995.83 Crores were allotted on rights basis.The balance 23,690 equity shares, aggregating toRs. 1.94 Crores were kept in abeyance pending completion ofjudicial proceedings.
Pursuant to the Scheme of Amalgamation of three whollyowned subsidiaries, being NourishCo Beverages Limited,Tata SmartFoodz Limited and Tata Consumer Soulfull PrivateLimited with the Company, the authorised share capitalof the Company, has increased from Rs. 1,50,00,00,000comprising of 1,50,00,00,000 equity shares of Re. 1 each toRs. 10,39,00,00,000 consisting of 10,38,50,00,000 equityshares of Re. 1 each and 50,00,000 preference shares ofRe. 1 each on September 1, 2024.
During the year under review, the issued, subscribed andpaid-up equity share capital of the Company increased fromRs. 95,28,34,816 comprising of 95,28,34,816 equity shares ofRe. 1 each to Rs. 98,94,98,558 comprising of 98,94,98,558equity shares of Re. 1 each due to (i) Allotment of 3,66,23,802equity shares of Re. 1 each under Rights issue; (ii) Allotmentof 39,940 equity shares of Re. 1 each upon exercise of stockoptions vested under Tata Consumer Products Limited Share-based Long Term Incentive Scheme 2021.
Except as mentioned above, the Company had not issued anyother shares or instruments convertible into equity sharesof the Company or with differential voting rights nor has itgranted any sweat equity.
The Company has in place Tata Consumer ProductsLimited Share-based Long Term Incentive Scheme, 2021(‘Scheme 2021’) and Tata Consumer Products LimitedShare based Long Term Incentive Scheme, 2024 (‘Scheme2024’) (collectively referred as ‘the Schemes’) to offercompetitive compensation to attract and retain talent;and to redefine the fixed and performance pay mix todrive a performance culture in the Company at a seniormanagement level. The Schemes are intended to reward,retain and motivate the eligible employees of the Companyand its subsidiary companies as defined in the Schemes(hereinafter collectively referred to as ‘Eligible Employees’)for their performance and participation in the growth andprofitability of the Company. The said initiative to link theemployee’s performance in the Company along with otherinitiatives would contribute to improve the performance of theCompany. The Schemes have been formulated in accordancewith the provisions of the Act and SEBI (Share BasedEmployee Benefits and Sweat Equity) Regulations, 2021(SBEB&SE Regulations) and for the year under review, therewere no changes in the Schemes.
In FY 2024-25, 39,940 equity shares were allottedunder Scheme 2021. The disclosure pursuant toSBEB&SE Regulations is available on the website of theCompany at https://www.tataconsumer.com/investors/investor-information/esop
During the year under review, there has been no change in thenature of business of the Company.
There have been no material changes or commitments thathave affected the financial position of the Company betweenthe close of FY 2024-25 and the date of this report.
Scheme of Amalgamation of NourishCo Beverages Limited,Tata SmartFoodz Limited and Tata Consumer SoulfullPrivate Limited (wholly-owned subsidiaries) with theCompany
At its meeting held on October 31, 2023, the Board of Directorsapproved the Scheme of Amalgamation, involving NourishCo
Beverages Limited, Tata SmartFoodz Limited and TataConsumer Soulfull Private Limited (‘Transferor Companies’),all wholly-owned subsidiaries of the Company, merging withthe Company (‘Transferee Company’) under Sections 230 to232 of the Act.
The Scheme of Amalgamation was approved with AppointedDate as April 01, 2024. Since the entire share capital of allthree Transferor Companies are held by the Company, no newshares were issued in consideration of the amalgamation.
In accordance with the Scheme as approved by Hon’bleNational Company Law Tribunal, Kolkata Bench, on July18, 2024, the business of the respective subsidiaries weretransferred to the Company with effect from the Effective dateof September 1, 2024 with an Appointed Date of April 1, 2024.
Simplification of the Organisation Structure of theoverseas subsidiaries of the Company
The Group had initiated Internal Restructuring Project inFY 2023-24. The project was aimed at simplifying the holdingstructures and reducing the number of legal entities to helpoperational integration thereby driving synergies.
During the year under review, the Branded and Non-BrandedBusiness in the US have been combined with effect from May1, 2024. The merger of US Entities were done on July 1, 2024.Liquidation of other non-operating entities was also initiatedduring FY 2024-25.
Due to the above, the total number of active legal entities havereduced from 35 to 25.
The Company will continue to work on legal entity simplificationin FY 2025-26 as well.
The business continued to strengthen its foundations andrefined the Strategic Pillars to become a premier FMCGcompany. During the year under review, the six revisedstrategic pillars identified by the Group and the progressmade are as follows:-
• Strengthen core and accelerate growth business
We strengthened the tea business through innovativeproduct launches, impactful marketing campaignsand strategic pricing actions in the face of challengingdemand environment and inflationary pressure. Thesalt business was able to further consolidate the marketleadership despite the increase in prices. Further, we
strengthened our International tea and coffee businessby building stronger consumer connect along withmargin expansion in our key international markets - UKand USA. The growth Businesses continues to growyear on year and the contribution of growth businessas a percentage of India Business is now at 28%.The continued growth is on the back of developingalternate channels, driving the premiumization strategyand innovations.
• Build on new opportunities
We created new opportunities by venturing into newcategories and also acquired Capital Foods and OrganicIndia. With the integration complete and businessesstabilized during the year, we were able to capitaliseon the synergy benefits and scale the businesses.Capital Foods continue to build growth momentum withtargeted innovation, market innovation, expanding intowhite spaces and strategic brand collaboration. Withgrowing consumer demand for organic products, OrganicIndia can leverage this opportunity, through wellnessportfolio expansion and strengthening the brand equityand consumer connect. We are strategically buildingfuture ready channels like Pharma and Food Servicesto drive long term growth. The vending business israpidly scaling opening up new avenues in corporateand HoReCa spaces.
• Drive execution excellence everyday
We are focused on building top quartile distributionnetwork through consistent everyday execution therebyaccelerating and strengthening the channels of the future(Modern Trade, E-Commerce and Quick Commerce).During the year, we have been able to streamline andstrengthen the Distributor Management System (MAVIC)to drive efficiency along the TCP’s extensive network. Wehave been able to significantly expand our distributionreach by Rural network expansion and sharper urbanfocus. We have introduced Automatic ReplenishmentSystem (ARS) which triggers automatically to replenishstock keeping units (SKUs) as soon as they are billed. Inorder to improve the efficiency, we have been LeveragingAI for smarter sourcing through end-to-end digitalsourcing solution with AI/ML driven price and qualityforecasting. A state-of-the-art blend optimisation systemhas been implemented in India to efficiently managegrowing business complexity and supply chain dynamics,ensuring consistency and adaptability in blends.
• Create a future ready organisation
Our journey of growth and transformation is underpinnedby our ambition to be the premier FMCG Company from theTata Group and hence we have developed TCP North Starwhich charts the directions in which we are headed, thepace and breadth of our ambition and the Growth MindsetBehaviour (GMB) that everybody needs to display keepingin mind the core values and Tata Code of Conduct. Ourleaders are also playing a key role in Charting a pathwayfor the organization to go from Good to Great. Over the pastyear TCP has expanded by integrating new businessesand has been able to navigate the complexities of blendingmulti legacy and multi-generational organisations creatinga cohesive, inclusive and future ready organization. TataConsumer Products adopts a strategy of weaving a strongcultural fabric for the organisation and incorporatingdiversity of heritage and identity.
• Drive digital and innovation
We continue to leverage technology across all functionsto optimize operations, unlock efficiencies and acceleratescale. The expansion of our Distributor ManagementSystem (DMS) and centralization of Carrying andForwarding Agent (CFA) operations are the keyinitiative towards this journey. We have been able toenable excellence and efficiency through MAVIC whichimproves agility and control with the help of data drivendecision making and helping to scale with precision.The centralization of CFA helped in simplifying logisticsand helping in being agile according to the needs ofthe organization.
The Company is focused towards being the leadingInnovation driven F&B player in India. Innovations in theCompany is more focused towards meeting the evolvingconsumer needs which would help fuel the future growthfor the organization. The base premise for the innovationis to enhance the traditional categories with functionalbenefits and smarter formulations through sciencebacked and disruptive innovations.
• Embed sustainability
Our sustainability strategy ‘For Better Living’ has beendeveloped in line with the Tata Group’s Project Aalinganato focus on For Better Planet, Sourcing, Nutrition andCommunities. Tata Consumer Products was recognized asthe most sustainable Consumer Goods Company (India)and No. 2 in the Top 50 Most Sustainable Company across
sectors (India) as per Business World’s IMSC rankings2024. During the year, we have worked on making oursupply chain more sustainable and accordingly Publiclystated Sustainable Supply Chain Policy has also beenreleased. We have also made significant progress inbuilding a sustainable future which is also reflecting in theimprovements in Dow Jones Sustainability Index Score(DJSI) and Sustainalytics’ Score. We have also retained “A”rating in MSCI’s ESG Index for 2024.
For details on our progress towards our strategic priorities,you can refer to in the earlier sections of this report.
As defined under the Act, the Company has 34 subsidiaries,2 joint ventures and 2 associate companies, as onMarch 31, 2025.
Companies that have become Subsidiaries, JointVentures and Associates during the year under review.
Organic India Private Limited and Organic India US LLCbecame subsidiaries effective April 16, 2024, upon theacquisition of equity shares.
Companies that have ceased to be Subsidiaries, JointVentures, and Associates during the year under review:
NourishCo Beverages Limited, Tata SmartFoodz Limitedand Tata Consumer Soulfull Private Limited ceased to besubsidiaries due to their amalgamation with the Companywith effect from September 1, 2024.
Good Earth Corporation, Good Earth Teas Inc, Tata WatersLLC, Eight O’ Clock Holdings Inc and Eight O’ Clock CoffeeCompany ceased to be subsidiaries on merger with TataConsumer Products US Inc (formerly known as Tetley USAInc) with effect from July 01, 2024.
Unlisted Material Subsidiaries
During the year under review, the Company has 2 unlistedmaterial subsidiaries incorporated outside India i.e. TataConsumer Products UK Group Limited and Tata ConsumerProducts GB Limited.
The Company had adopted a Policy for determining MaterialSubsidiaries in line with the requirements of the SEBI ListingRegulations. During the year under review, the Board ofDirectors had revised the Policy on Material Subsidiary inorder to align the said policy with the amendments madein Regulation 24 of SEBI Listing Regulations and the samecan be accessed on the Company’s website at https://www.tataconsumer.com/investors/policies.
Consolidated Financial Statements
According to Section 129(3) of the Act, the consolidatedfinancial statements of the Company and its subsidiaries,joint ventures and associates are prepared in accordancewith the relevant Indian Accounting Standard specified underthe Act, and the rules thereunder form part of this AnnualReport. A statement containing the salient features of thefinancial statements of the Company’s subsidiaries, jointventures and associates in Form No. AOC-1 is provided inthis Annual Report.
Further, pursuant to the provisions of Section 136 of theAct, the financial statements along with other relevantdocuments, in respect of subsidiaries, are available on theCompany’s 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 FY 2024-25 are givenin the Management Discussion and Analysis Report, whichforms part of this Annual Report.
Tata Consumer Products UK Group Ltd, UK (TCP UK):
During the year under review, as part of the Internationalrestructuring, the US Branded Coffee and Soluble Businesswere transferred to TCP UK Group. Post restructuring, TCP UKGroup now reflects the financial performance of InternationalBranded tea and coffee business and also includes theNon-Branded business in the US. On a like to like basis, theconsolidated revenue for the year at Rs. 4,275 Crores grew by6%, largely driven by price increases taken across the major teamarkets, tea volumes almost at par with previous year whichhad higher volumes benefits from the supply side shortagesin the market. Operating profit improvement was driven bymargin expansion led by price increases, softening of inputcosts and good control over expenditure. Profit after tax atRs. 413 Crores higher by 10% as compared to the previousyear, led by higher operating profits and lower exceptionalitems partly offset by higher tax expense, previous yearincluded one-off tax credits.
UK revenue grew 3% in constant currency, as the businesslapped the elevated tea sales in previous year due to supplyconstraints. We rose to the 2nd position in terms of marketshare on account of strong performance. During the year,the consumer campaign was scaled to drive sales and sharegrowth across brands. Operating profit improved significantly
led by revenue growth and margin expansion, driven by priceincreases and softening of input costs partly offset by higherinvestment behind brands.
US revenue grew 2% in constant currency, with coffee volumesgrowing at 3%, partly offset by lower tea volumes. We wereable to maintain the value market share on account of resilientperformance during the year while building presence in ethnicproducts specially with Raasa. Amidst decline in categoryvolumes of Coffee due to demand softness, we have been ableto grow in volume. Operating Profit improvement was drivenby higher volume and good control over other expenses. Thecoffee business gross margin was impacted by all time highcoffee terminals in the latter part of the current year. Raasalaunch continues - velocities in key customer Albertsonsshowing positive trend with additional shipping for newdistribution gains in Publix and Walmart.
Canada revenue grew 5% in constant currency driven by bothvolume and price increases. The growth comes in with theprice increases taken during the year partly offset by highertrade spends to drive specialty teas. During the year, there wasincreased focus on specialty teas to drive the premiumisationagenda which is reflecting in the growth in Specialty volumes.The operating profit was slightly muted due to higher tradespends. The transition to a new and improved sustainablepackaging in Tetley is underway, and the ethnic business isalso seeing traction and is expected to grow at a healthierpace next year.
Other smaller markets delivered substantial improvement inperformance led by Joekels (South Africa) with significantgrowth over PY both in top line and bottom line driven byprice increase and lower input costs along with improvedperformance in Europe with Poland. Australia saw revenuegrowth due to higher volumes however the margins remainedunder pressure.
Capital Foods Private Limited (CFPL):
CFPL legal entity revenue at Rs. 744 Crores, the total revenueat the Group level for Capital Foods business was Rs. 799Crores, delivered 23% (like for like) growth in revenue aidedby strong performance in both domestic and exports. Thebusiness has been exhibiting strength after the initial softnessduring the integration, and synergy benefits has also startedto flow in. Operating margin witnessed growth despitehigher investment behind brands including collaborationwith PepsiCo India’s Kurkure to create a breakthrough limitededition snack that combined our signature Schezwan flavorswith Kurkure’s iconic texture, this was combined with a highenergy media and other marketing campaigns.
Organic India Private Limited (OIPL):
OIPL operates through a legal entity in India and US, the OIPLconsolidated revenue for the year was at Rs. 381 Crores. The totalrevenue at the Group level for Organic India business is Rs. 374Crores, delivered 12% growth in revenue on a like to like basis.Post the integration phase in Q1, the business has sequentiallyshown good traction for growth across geographies. The growthin Domestic business was aided by strong channels growth inEcommerce, Own website and alternate channels. US businessalso registered growth mainly led by E-commerce (Amazon).
Tata Coffee Limited (formerly known as TCPL Beverages &Foods Limited, India) (TCL):
Tata Coffee Limited revenue at Rs. 707 Crores higher by 45%,driven by higher volumes both in Tea and Coffee coupledwith higher realisations. Profit from operations improvedsignificantly due to higher realisation and fair valuation gainwith coffee prices at all time highs. Profit before exceptionalitems and tax at Rs. 167 Crores were higher by 76% overthe previous year. Profit after tax at Rs. 156 Crores ~4xof previous year, on account of improved performanceand lower exceptional items, previous year includedamalgamation related costs.
Tata Coffee Vietnam Company Limited, Vietnam (TCV):
Revenue from operations for the year at Rs. 354 Crores lowerby 9% mainly driven by lower volumes partly offset by higherrealisation. The demand environment has been impacted onaccount of the steep incline in the coffee prices which had ledto lower volumes. Profit after tax at Rs. 34 Crores lower by 43%over the previous year mainly driven by higher input costs.
Tata Starbucks Private Limited, India (TSPL):
Revenue from Operations at Rs. 1,277 Crores, improved by5%, growth driven by higher number of stores. TSPL opened58 net new stores and entered 19 new cities in the current yeartaking the count to 479 stores across 80 cities in India makingit the largest organised cafe operator in India based on storescount. The year witnessed demand softness in the overallQSR (Quick Service Restaurant) space consequently the salesgrowth was subdued, however, the demand has started torebound in the second half of the year. Profitability remainedmuted due to demand softness in the overall QSR space.
Amalgamated Plantations Private Limited, India (APPL):
Revenue from Operations at Rs. 858 Crores, higher by 8%,largely due to higher price realisation and higher own crop. Inthe current year, the overall Northern India crop was impacted
by drought and severe pest attacks leading to supplyshortages. Profit after tax was better than previous year mainlyon account of higher realisation and cost savings initiatives.
Kanan Devan Hills Plantations Company Private Limited,India (KDHP):
Revenue from Operations at Rs. 508 Crores, higher by 15%,due to higher realisation and volumes. Profit after tax declineddue to lower crop on account of severe drought and extendedmonsoons during the start of the year which severely impactedthe operations.
The Board of the Company is comprised of eminent personswith proven competence and integrity. Besides the experience,strong financial acumen, strategic astuteness and leadershipqualities, they also have a significant degree of commitmenttowards the Company and devote adequate time to themeetings and preparation.
As on March 31, 2025, the Board consist of 8 Directorscomprising of 4 Independent Directors, 2 Non-Executive, Non¬Independent Directors and 2 Executive Directors, details ofwhich have been provided in the Corporate Governance Report.
In terms of the requirement of the SEBI Listing Regulations, theBoard has identified core skills, expertise, and competenciesof the Directors in the context of the Company’s businessesfor effective functioning. The list of key skills, expertise andcore competencies of the Board of Directors is detailed in theCorporate Governance Report.
In the opinion of the Board, all the Directors, including theDirectors re-appointed during the year under review possessthe requisite qualifications, experience & expertise and holdhigh standards of integrity.
Criteria for determining qualification, positive attributesand independence of a Director is provided in the Policyon Nomination, Appointment and Removal of Directors,which can be accessed on Company’s website athttps://www.tataconsumRr.com/invRstors/policies
Re-appointment/ Cessation of Directors during FY 2024-25
Mr. P. B. Balaji (DIN: 02762983) Non-Executive, Non-IndependentDirector of the Company, who retired by rotation in terms ofSection 152(6) of the Act, was re-appointed by the Members atthe 61st Annual General Meeting held on June 13, 2024.
Ms. Shikha Sharma (DIN: 00043265) and Mr. Bharat Puri(DIN: 02173566) were re-appointed as Independent Directorsof the Company for a second term of 5 years commencing fromMay 7, 2024 to May 6, 2029.
Mr. Sunil D’Souza, (DIN: 07194259) was re-appointed as theMD& CEO, for a further term of 5 years commencing from April4, 2025 to April 3, 2030.
Mr. Siraj Chaudhry (DIN: 00161853), Independent Director ofthe Company, had ceased to be a Director of the Companywith effect from September 30, 2024, following his resignation.The Board places on record its appreciation for his invaluablecontribution and guidance during his tenure as Directorwith the Company.
Re-appointment of Director retiring by rotation
In terms of the provisions Section 152(6) of the Act,Mr. N. Chandrasekaran (DIN: 00121863), Non-Executive,Non-Independent Director of the Company, retires by rotationat the ensuing Annual General Meeting. A resolution seekinghis re-appointment, forms part of the Notice conveningthe ensuing Annual General Meeting scheduled to be heldon June 18, 2025. The profile along with other details ofMr. N. Chandrasekaran are provided in the annexure to theNotice of the AGM.
Pecuniary relationship or transactions with the Company
During the year under review, the Non-Executive Directors ofthe Company had no pecuniary relationship or transactionswith the Company, other than sitting fees, commission asapplicable and reimbursement of expenses incurred by them forthe purpose of attending meetings of the Board/ Committee(s)of the Company, If any.
Independent Directors
As on March 31, 2025, Ms. Shikha Sharma, Mr. Bharat Puri,Dr. K. P. Krishnan and Mr. David Crean are IndependentDirectors of the Company.
All the Independent Directors of the Company havesubmitted declarations that each of them meets the criteria ofindependence as provided in Section 149(6) of the Act alongwith Rules framed thereunder and Regulation 16(1) (b) of SEBIListing Regulations and they continue to comply with the Codeof Conduct laid down under Schedule IV to the Act. In terms ofRegulation 25(8) of SEBI Listing Regulations, the IndependentDirectors have confirmed that they are not aware of anycircumstance or situation that exists or may be reasonablyanticipated that could impair or impact their ability to dischargetheir duties with an objective independent judgment andwithout any external influence. The Directors have furtherconfirmed that they are not debarred from holding the office ofthe director under any SEBI Order or any other such authority.
In the opinion of the Board, there has been no change in thecircumstances which may affect their status as IndependentDirectors of the Company and the Board is satisfied withthe integrity, expertise, and experience (including proficiencyin terms of Section 150(1) of the Act and applicable rulesthereunder) of all Independent Directors on the Board.Further, in terms of Section 150 of the Act read with Rule 6 ofthe Companies (Appointment and Qualification of Directors)Rules, 2014, as amended, Independent Directors of theCompany have included their names in the data bank ofIndependent Directors and complied with the requirements ofpassing proficiency test, as applicable.
Board Meetings
The Board meetings are convened regularly to review anddetermine the Company’s business policies and strategies,alongside other key governance matters. It maintains robustoperational oversight with quarterly meetings featuringcomprehensive presentations. Board and Committee meetingsare scheduled in advance and a tentative annual calendar isshared with Directors well ahead of time, enabling them toplan their schedules effectively and participate meaningfullyin discussions. Only in case of special and urgent businessmatters, if the need arises, Board’s or Committee’s approvalis taken by passing resolutions through circulation or bycalling the Board / Committee meetings at a shorter notice, inaccordance with the applicable law.
The agenda for the Board and Committee meetings includesdetailed notes on the items to be discussed to enable theDirectors to make an informed decision.
During the year under review, 6 (Six) Meetings of the Board ofDirectors were held and details thereof have been providedin the Corporate Governance Report. The intervening gapbetween meetings were not more than 120 days as requiredunder the Act and SEBI Listing Regulations.
As on March 31, 2025, the following are the Key ManagerialPersonnel (“KMPs”) of the Company as per Sections 2(51) and203 of the Act:
a) Mr. Sunil D’Souza, Managing Director & ChiefExecutive Officer,
b) Mr. Ajit Krishnakumar, Executive Director & ChiefOperating Officer,
c) Mr. Sivakumar Sivasankaran, Chief Financial Officer,
d) Ms. Delnaz Dara Harda, Company Secretary &Compliance Officer.
Ms. Delnaz Dara Harda was appointed as CompanySecretary and Key Managerial Personnel of the Companyw.e.f. May 2, 2024.
As required under the Act and the SEBI Listing Regulations,the Board has constituted the following statutory committees:
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders’ Relationship Committee
• Risk Management Committee
• Corporate Social Responsibility & Sustainability Committee
Details such as terms of reference, composition and meetingsheld during the year under review for these committees aredisclosed in the Corporate Governance Report, which forms apart of the Annual Report.
In addition to the above, the Board has also formedother Committees namely, Executive Committee, SchemeImplementation Committee, International RestructuringCommittee, Divestment Committee, Capital RaisingCommittee, WOS Scheme Implementation Committee andAllotment Committee.
The Nomination and Remuneration Committee (‘NRC’) ofthe Board is entrusted with the responsibility for developingcompetency requirements for the Board, based on the industryand strategy of the Company. The Board composition analysisreflects an in-depth understanding of the Company, includingits strategies, environment, operations, financial condition andcompliance requirements.
Nomination & Appointment of Directors, Key ManagerialPersonnel and Senior Management
Pursuant to the provisions of Section 178 of the Actand Regulation 19 of SEBI Listing Regulations, NRC hasformulated and the Board has adopted a Policy on Nomination,Appointment and Removal of Directors which includes theBoard Diversity Policy (“NRC Policy”). NRC Policy is hostedon the website of the Company at: www.tataconsumer.com/investors/policies.
NRC makes recommendations to the Board regarding theappointment/re-appointment of Directors, KMPs and othermembers of the Senior Management. The role of the NRCencompasses conducting a gap analysis to refresh the Boardperiodically, including each time a director’s appointment orre-appointment is required.
NRC is also responsible for reviewing the profiles of potentialcandidates vis-a-vis the required competencies, undertakingreference and due diligence and meeting potential candidatesbefore making recommendations of their nomination tothe Board. The appointee is also briefed about the specificrequirements for the position including expert knowledgeexpected at the time of appointment.
The primary focus of the Company’s governance guidelinespertains to the composition of the Board & its Committees,duties of the Board & Directors (including Chairman), tenure ofDirectors, Board diversity.
In accordance with the Company’s policy on Directorretirement, Managing/ Executive Directors are required toretire at 65 years, Non- Executive, Non- Independent Directorsretire at 70 years and Non- Executive, Independent Directorsretire at 75 years.
Board Diversity
The Company recognizes and embraces the importance ofa diverse board in its success. The Company believes thata truly diverse board will leverage differences in thought,perspective, knowledge, skill, regional & industry experience,cultural & geographical background, age, ethnicity, race andgender, which will help the Company to retain its competitiveadvantage. The Board has adopted the Board Diversity Policy,as a part of NRC Policy which sets out the approach to thediversity of the Board of Directors. The said Policy is hostedon the website of the Company at: www.tataconsumer.com/investors/policies.
Remuneration of Executive Directors, Key ManagerialPersonnel and Senior Management
Pursuant to the provisions of Section 178 of the Act andRegulation 19 of SEBI Listing Regulations, NRC has formulateda policy relating to the remuneration for the Directors, KMP,Senior Management and other employees, which is hostedon the website of the Company at: www.tataconsumer.com/investors/policies. The philosophy for remuneration is based onthe commitment to fostering a culture of leadership with trust.
In accordance with the policy, the Managing Director,Executive Director, KMPs, Senior Management andemployees are paid a fixed salary which includes basicsalary, allowances, perquisites and other benefits and alsoannual incentive remuneration/performance-linked incentiveperformance-based shares/units, subject to achievement ofcertain performance criteria and such other parameters asmay be considered appropriate from time to time by the NRCand the Board. The performance-linked incentive is driven bythe outcome of the performance appraisal process and the
performance of the Company and may be paid in the formof a cash component (Short-Term Incentive) and long-termperformance shares units (Long-Term Incentive).
Remuneration for Independent Directors andNon-Independent, Non-Executive Directors
The Non-Executive Directors, including Independent Directors,are paid sitting fees for attending the meetings of theBoard and Committees of the Board. As per the policy, theoverall remuneration (sitting fees and commission) shouldbe reasonable and sufficient to attract, retain and motivateDirectors align to the requirements of the Company includingconsidering the challenges faced by the Company and itsfuture growth imperatives. The remuneration should also bereflective of the size of the Company, the complexity of thebusiness and the Company’s capacity to pay the remuneration.
The Company pays a sitting fee of Rs. 30,000 per meeting perDirector for attending meetings of the Board, Audit, Nominationand Remuneration Committee and Meeting of IndependentDirectors. For meetings of all other Committees of the Board, asitting fee of Rs. 20,000 per meeting per Director is paid.
Within the ceiling as prescribed under the Act, the IndependentDirectors are also paid a commission, the amount whereof isrecommended by the NRC and approved by the Board. The basisof determining the specific amount of commission payable to aNon-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 onoperational matters other than at the meetings. The paymentof commission to the Non-Executive Directors was approvedby the shareholders at the Fifty fifth Annual General Meetingto be paid for each financial year and distributed among theDirectors in such manner as may be determined by the Boardof Directors from time to time, within the overall maximum limitof 1% (one percent) per annum or such other percentage asmay be specified by the Act, from time to time. No Stock optionhas been granted to any Non-Executive Director. As a policy,Mr. N. Chandrasekaran, Chairman, has abstained from receivingany commission from the Company. Further, in line with theinternal guidelines of the Company, no payment is made towardscommission to the Non-Executive Directors of the Company,who are in full time employment with any other Tata Company.Accordingly, no payment is made towards commission toMr. P. B. Balaji, Non-Executive, Non-Independent Director of theCompany, as he is in employment with another Tata Company.
Board Evaluation
The Board of Directors carried out an annual evaluationof its own performance, Board Committees and IndividualDirectors in accordance with the Act, SEBI Listing
Regulations and governance guidelines. The Nomination andRemuneration Committee led an internal evaluation processto assess the performance of the Board, its Committees andIndividual Directors.
The performance of Individual Directors were reviewed bythe Board and the NRC, with criteria such as preparedness,constructive contributions, and input in meetings. Non¬Independent Directors, the Board as a whole, and theChairman of the Company were evaluated at a separatemeeting of Independent Directors. The evaluation resultswere discussed at the Board Meeting, where an action planwas agreed upon.
The Company also acted on feedback received from theprevious year’s evaluation process. For more details onthe Board Evaluation Process, please refer the CorporateGovernance Report.
The Company has comprehensive internal control mechanismand also has in place adequate policies and proceduresfor the governance of orderly and efficient conduct of itsbusiness, including adherence to the Company’s policies,safeguarding its assets, prevention & detection of frauds anderrors, accuracy & completeness of the accounting records,and timely preparation of reliable financial disclosures. TheCompany’s internal control systems are commensurate withthe nature of its business and the size & complexity of itsoperations and such internal financial controls concerning theFinancial Statements are adequate & effective operating.
The Company has a strong and independent in-houseInternal Audit (‘IA’) department that functionally reports tothe Chairman of the Audit Committee, thereby maintaining itsobjectivity. The remediation of deficiencies as identified by theIA department has resulted in a robust framework for internalcontrols. For more details on this please refer ManagementDiscussion and Analysis Report.
The Board of Directors of the Company have formed a RiskManagement Committee to frame, implement and monitorthe risk management plan for the Company. The Committeeis responsible for reviewing the risk management plan andensuring the effectiveness. The Committee considers the risksthat impact the mid-term to the long-term objectives of thebusiness, including those reputational in nature and providesan update to the Board on the Company’s risks and mitigation
plans outlined in the risk registers. The Audit Committee hasadditional 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 managementgovernance model, risk assessment and prioritizationprocess. Risk Management Framework integrates leadingrisk management standards and practices. The frameworkoutlines the series of activities that the Company woulddeploy in identifying, assessing, and managing its risks. Indeveloping the Risk Management Framework the focus hasbeen to design a process that addresses Company’s businessneeds while remaining simple and pragmatic.
Additionally, the ERM process has been further strengthenedthrough Executive Committee (EC) comprising of MD & CEO,ED & COO and Group CFO. The EC inter alia has the followingresponsibilities:
• Periodic review of significant risk exposures and ensuringappropriate mitigations are in place.
• Monitoring effectiveness of mitigation plans throughassociated target key performance indicators.
The Company is a strong believer in the Tata Group philosophyof giving back to the community and acknowledging the roleplayed by communities in the growth of our business. TheCompany stand ‘For Better Living’ which embeds actionstowards For Better Communities, For Better Nutrition, ForBetter Sourcing and For Better Planet.
CSR activities, projects and programs undertaken by theCompany are in accordance with Section 135 of the Actand the rules made thereunder. Such CSR activities excludeactivities undertaken in pursuance of its normal course ofbusiness. During the year under review, the CSR initiatives ofthe Company focused on women empowerment, affordablehealth care, empowerment of differently abled, WaSH (Water,Sanitation and Hygiene), Rural Development and Educationand Skilling. Such CSR projects undertaken by the Companycontribute to Sustainable Development Goals (SDGs).
In addition to the projects specified as CSR activities underSection 135 of the Act, the Company has also carried outseveral other sustainability/responsible business initiatives andprojects on a global scale.
A Report on CSR containing particulars as prescribed underthe Companies (Corporate Social Responsibility Policy) Rules,2014, is provided in Annexure-1 attached to this Report.
The CSR Policy is uploaded on the Company’s website and canbe assessed at www.tataconsumRr.com/investors/policiRs.
Pursuant to Rule 8 of the Companies (Corporate SocialResponsibility Policy) Rules, 2014, the Company in FY 2024-25have undertaken the impact assessment of 11 (eleven)CSR projects through SoulAce Consulting Private Limited,an independent agency. The impact assessment report forFY 2023-24 is available on the Company’s website andcan be assessed at https://www.tataconsumer.com/sustainability/better-communities.
In accordance with Regulation 34(2)(f) of SEBI ListingRegulations, Business Responsibility and Sustainability Report(“BRSR”) covering disclosures on Company’s performance onESG (Environment, Social and Governance) parameters forFY 2024-25, along with BRSR Core and reasonable assuranceopinion statement provided by the British StandardsInstitution (BSI), independent agency forms an integral partof the Integrated Annual Report. BRSR includes details onperformance against the 9 (nine) principles of the NationalGuidelines on Responsible Business Conduct and a reportunder each principle, which is divided into essential andleadership indicators.
The Integrated Report of the Company is prepared inaccordance with the International Integrated Reporting (IR)framework published by the Value Reporting Foundation(VRF) which reflects the integrated thinking of the Companyand its approach to its value creation. This report aims toprovide a holistic view of the Company’s strategy, governance& performance, and how they work together to create valueover the short, medium and long term for our stakeholders.The narrative section of the Integrated Report is guided bythe Integrated Reporting (IR) framework outlined by theInternational Integrated Reporting Council (IIRC).
Pursuant to Regulation 34 read with Schedule V of the SEBIListing Regulations, a separate section on the CorporateGovernance Report, forms an integral part of the IntegratedAnnual Report. A certificate from Practicing CompanySecretary confirming compliance with corporate governancenorms, as stipulated under the SEBI Listing Regulations, isannexed to the Corporate Governance Report.
Pursuant to Regulation 34 of the SEBI Listing Regulations,a separate section on Management Discussion and AnalysisReport which also covers the consolidated operationsreflecting the global nature of our business forms an integralpart of the Integrated Annual Report.
Based on the framework of internal financial controls andcompliance systems established and maintained by theCompany, work performed by the internal, statutory, cost, andsecretarial auditors including the audit of internal financialcontrols over financial reporting by the statutory auditors andthe reviews performed by the management and the relevantBoard Committees including the Audit Committee, the Boardis of the opinion that the Company’s internal financial controlswere adequate and operating effectively during FY 2024-25.
Pursuant to Section 134 (5) of the Act, the Board of Directors,to the best of their knowledge and ability, confirm that for thefinancial year ended March 31, 2025:
i. In the preparation of the annual accounts, the applicableaccounting standards have been followed and there areno material departures;
ii. They have selected such accounting policies and appliedthem consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the endof the financial year and of the profits of the Companyfor that period;
iii. They have taken proper and sufficient care for themaintenance of adequate accounting records inaccordance with the provisions of the Companies Act,2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;
iv. They have prepared the annual accounts on a ‘goingconcern basis’;
v. They have laid down internal financial controlsfor the Company which are adequate and areoperating effectively;
vi. They have devised a proper system to ensure compliancewith the provisions of all applicable laws and suchsystems are adequate and are operating effectively.
Based on the recommendation of the Audit Committee and theBoard of Directors, Members of the Company at the 59th AnnualGeneral Meeting held on June 27, 2022, appointed DeloitteHaskins & Sells LLP, (“Deloitte”) Chartered Accountants (ICAIFirm Registration No.117366W/W-100018) as the StatutoryAuditors for the second term of 5 (five) years commencingfrom the conclusion of the 59th Annual General Meeting untilthe conclusion of the 64th Annual General Meeting to be held inthe year 2027. The Members also approved the remunerationfor FY 2022-23 to Deloitte and authorized the Board tofinalize the terms and conditions of re-appointment, includingremuneration of the Statutory Auditor for the remainingperiod, based on the recommendation of the Audit Committee.
The Statutory Auditors’ Report does not contain anyqualifications, reservations, adverse remarks or disclaimers.
Statutory Auditors of the Company have not reported anyfraud as specified under Section 143(12) of the Act, in theyear under review.
Further, Statutory Auditors in their report expressedan unmodified opinion on the adequacy and operatingeffectiveness of the Company’s internal financial controls.
Pursuant to the amended provisions of Regulation 24A of theSEBI Listing Regulations and Section 204 of the Act, read withRule 9 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014, the Audit Committee andthe Board of Directors have approved the appointment andremuneration of Dr. Asim Kumar Chattopadhyay, CompanySecretary in Practice (FCS No. 2303, Certificate of PracticeNo. 880), as the Secretarial Auditor of the Company for aterm of five (5) consecutive years, effective from April 1,2025 till March 31, 2030. The Board has recommended hisappointment for approval of the Members at the ensuingAnnual General Meeting (AGM).
A brief profile and other relevant details of Dr. Asim KumarChattopadhyay are provided in the Notice conveningthe ensuing AGM.
Dr. Asim Kumar Chattopadhyay has consented to act asthe Secretarial Auditor of the Company and confirmedthat his appointment, if approved, would be within thelimits prescribed under the Companies Act, 2013 and SEBI
LODR Regulations. He has further confirmed that he is notdisqualified to be appointed as the Secretarial Auditor underthe applicable provisions of the Act, rules made thereunder,and SEBI Listing Regulations.
The Secretarial Audit Report for the Financial Year endedMarch 31, 2025, issued by the Secretarial Auditor, doesnot contain any qualification, reservation, adverse remarkor disclaimer. The said Report is annexed to this Board’sReport as Annexure-2.
During the year under review, in accordance with Section148(1) of the Act, the Company has maintained the accountsand cost records, as specified by the Central Government. Suchcost accounts and records are subject to audit by M/s. Shomeand Banerjee, Cost Auditors of the Company for FY 2024-25.
The Board has re-appointed M/s. Shome and Banerjee,Cost Accountants (Firm Registration Number: 000001) asCost Auditors of the Company for conducting cost audit forFY 2025-26. A resolution seeking approval of the Shareholdersfor ratifying the remuneration payable to the Cost Auditors forFY 2025-26 is provided in the Notice of the ensuing AnnualGeneral Meeting.
The Cost accounts and records as required to be maintainedunder Section 148 (1) of the Act are duly made and maintainedby the Company.
The Company has a well-defined process of identificationof related parties and transactions with related parties, itsapproval and review process. The Policy on Related PartyTransactions as formulated by the Audit Committee andthe Board is hosted on the Company’s website and can beassessed at www.tataconsumRr.com/investors/policiRs.During the year under review, the Board of Directors hadrevised the Policy on Related Party Transaction in order toalign the said policy with the amendments made in Regulation23 of SEBI Listing Regulations.
All contracts, arrangements and transactions entered by theCompany with related parties during FY 2024-25, were in theordinary course of business and on an arm’s length basis andwere carried out with prior approval of the Audit Committee.All related party transactions that were approved by the AuditCommittee were periodically reported to the Audit Committee.Prior approval of the Audit Committee was obtained for the
transactions which were planned and/or repetitive in natureand omnibus approvals were also taken as per the policy laiddown for unforeseen transactions.
In FY 2024-25, none of the contracts, arrangements andtransactions with related parties, required approval of theBoard/ Shareholders under Section 188(1) of the Act andRegulation 23(4) of the SEBI Listing Regulations.
None of the transactions with related parties are material innature or falls under the scope of Section 188(1) of the Act. Theinformation on transactions with related parties pursuant toSection 134(3) (h) of the Act read with Rule 8(2) of the Companies(Accounts) Rules, 2014 in Form No. AOC-2 does not apply tothe Company for the FY 2024-25 and hence the same is notprovided. The details of the transactions with related partiesduring FY 2024-25 are provided in the accompanyingfinancial statements.
Pursuant to Section 134(3)(a) of the Act, the Annual Returnof the Company prepared as per Section 92(3) of the Act forthe financial year ended March 31, 2025, is available on theCompany’s 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 AnnualReturn shall be filed with the Registrar of Companies, withinprescribed timelines.
The information containing details of employees as requiredunder Section 197 of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014 is provided in Annexure-3 attachedto this report.
The statement containing names of top ten employees in termsof remuneration drawn and the particulars of employees asrequired under Section 197(12) of the Act read with Rule 5(2)and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014, is provided in a separateannexure forming part of this report.
Further, the report and the accounts are being sent to theMembers excluding the aforesaid annexure. In terms of Section136 of the Act, the said annexure is open for inspection andany Member interested in obtaining a copy of the same maywrite to the Company Secretary.
SIGNIFICANT AND MATERIAL ORDERS PASSEDBY THE REGULATORS OR COURTS
During the year under review, there were no significant andmaterial orders passed by the Regulators / Courts that wouldimpact the going concern status of the Company and itsfuture operations.
PARTICULARS OF LOANS, GUARANTEES ANDINVESTMENTS BY THE COMPANY
The particulars of loans, guarantees and investments coveredunder the provisions of Section 186 of the Act have beendisclosed in the financial statements.
VIGIL MECHANISM
The Company’s vigil mechanism allows the Directors andemployees to report their concerns about unethical behaviour,actual or suspected frauds or violation of the code of conduct/business ethics as well as to report any instance of leak ofUnpublished Price Sensitive Information. The vigil mechanismprovides for adequate safeguards against victimization ofthe Director(s) and employee(s) who avail of this mechanism.No person has been denied access to the Chairman ofthe Audit Committee. The Whistle-Blower Policy of theCompany can be accessed on the Company’s website at:https://www.tataconsumRr.com/investors/policiRs.
DISCLOSURES AS PER THE SEXUAL HARASSMENTOF WOMEN AT WORKPLACE (PREVENTION,PROHIBITION, AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment atthe workplace and has formulated a policy on prevention,prohibition and redressal of sexual harassment at the workplacein line with the provisions of the Sexual Harassment of Womenat Workplace (Prevention, Prohibition and Redressal) Act,2013 and the rules thereunder for prevention and redressalof complaints of sexual harassment at workplace. Awarenessprograms were conducted by the Company, details ofwhich can be accessed at https://www.tataconsumer.com/investors/policies
The Company has complied with provisions relating to theconstitution of Internal Committee (IC) under the SexualHarassment of Women at Workplace (Prevention, Prohibitionand Redressal) Act, 2013. The Company has setup ICs for alllocations to redress complaints on sexual harassment.
During the year under review, 2 complaints relating to sexualharassment which was pending at the beginning of thefinancial year, have been investigated and closed. Further, IChad received 9 (India & International) complaints during the
year under review. All 11 complaints have been closed as onMarch 31, 2025.
SECRETARIAL STANDARDS
Section 118 of the Act mandates compliance with theSecretarial Standards on Board Meetings and GeneralMeetings as issued by The Institute of Company Secretariesof India. During the year under review, the Company hascomplied with all the applicable Secretarial Standards.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from thepublic during the year under review. No amount on accountof principal or interest on deposits from the public wasoutstanding as on March 31, 2025.
ENERGY CONSERVATION, TECHNOLOGYABSORPTION, AND FOREIGN EXCHANGE
The information on the conservation of energy, technologyabsorption, and foreign exchange earnings and outgo asrequired under Section 134(3)(m) of the Act, read with Rule8(3) of the Companies (Accounts) Rules, 2014 is given inAnnexure-4 annexed to this report.
INDUSTRIAL RELATIONS
During the year under review, industrial relations remainedharmonious at all our offices and establishments.
ACKNOWLEDGEMENT
The Directors wish to convey their deep appreciation to all theemployees, customers, vendors, investors, and consultants/advisors of the Company for their sincere and dedicatedservices as well as their collective contribution to theCompany’s performance.
The Directors thank the Government of India, Governments ofvarious States in India, Governments of various Countries andconcerned Government departments for their co-operation.
The Directors appreciate and value the contribution made byevery member, employee and their family.
On behalf of the Board of DirectorsN. Chandrasekaran
Mumbai, Chairman
April 23, 2025 (DIN 00121863)