Tata Consumer Products Ltd

<dhhead>Directore report</dhhead>

* Comparatives for standalone financials have been restated from the beginning of the previous year in accordance with Ind AS 103 – Business Combinations to give effect to the scheme of amalgamation of wholly owned subsidiaries (NourishCo Beverages Limited, Tata SmartFoodz Limited and Tata Consumer Soulfull Private Limited) with the Company with effect from the Appointed date of April 1, 2024.

Consolidated Revenue from operations for the year under review at Rs. 17,618 Crores, grew by 16% driven by improvement in both Branded and Non-Branded Business. India Branded Business grew by 19% driven by growth in core business of tea and salt coupled with continuing momentum in growth businesses i.e. Tata Sampann, Tata Soulfull, Ready-to-

Drink, Capital Foods and Organic India. Core business growth was led by volume aided by increased distribution and price increases taken during the year under review. Tea business showed considerable strength in a challenging demand environment and significant inflation in tea cost. Growth businesses continued to grow ahead of the core business and overall contribution to India business has increased from 18% in previous year to 28% in FY 2024-25. International business revenue grew by 7% (5% in constant currency) aided by volume growth and price increases. Non-Branded Business grew 21% led by higher volumes in Plantations and price realisations in both Plantations and Solubles business. Profit before exceptional items and taxes at Rs. 1,782 Crores was lower by 12%, on account of significant tea cost inflation in India and acquisition related amortisation and finance costs. India Branded Business margins were mainly impacted by tea cost inflation and higher amortisation. International Business witnessed margin improvement led by price increases and lower input costs. Non-Branded Business margins improved significantly during the year under review on account of higher realisation coupled with fair valuation gains in Coffee Plantations, led by the steep incline in the prices of coffee commodity.

Group Net Profit at Rs. 1,287 Crores was higher by 6% due to lower exceptional items in FY 2024-25.

In accordance with the Scheme of Amalgamation (Scheme) between NourishCo Beverages Limited, Tata SmartFoodz Limited and Tata Consumer Soulfull Private Limited (wholly owned subsidiaries) with the Company as approved by Hon’ble National Company Law Tribunal, Kolkata Bench, on July 18, 2024, the business of the respective subsidiaries stands transferred to the Company from the Effective date of September 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’ of Ind AS 103 notified under Section 133 of the 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. Revenue from operations at Rs. 12,802 Crores is higher by 20% driven by both Branded and Non-Branded Business. Branded business revenue growth was driven by improved performance across tea, salt, and foods portfolio. Tea business grew due to calibrated price increases and higher volumes, despite challenges of softer demand and inflationary pressure. The growth in tea was aided by innovative product launches, impactful marketing, and strategic pricing. Salt witnessed high single digit growth led by both volume and value. Salt portfolio continues to solidify its market leadership by strengthening the core offerings while also enhancing our premium portfolio. Non-Branded Business revenues witnessed growth mainly aided by higher realization in the coffee solubles business.

ProfitbeforeexceptionalitemsandtaxatRs.1,448Croreslower by 6%, driven by lower margins in Branded business partly offset by improved performance in Non-Branded Business and higher dividend income from overseas subsidiaries. Branded Business margin was adversely impacted by tea cost inflation partly offset by improvement in foods portfolio. Profit after tax at Rs. 1,255 Crores was higher by 31% due to lower exceptional items and one-time tax credit in FY 2024-25.

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

The Board is pleased to recommend a dividend of Rs. 8.25 per equity share of the Company of face value of Re. 1 each (825%) for FY 2024-25. 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 Wednesday, June 18, 2025. If approved, the dividend would result in a cash outflow of Rs. 816.34 Crores. The total dividend payout works out to 65.06% of the Net Profit of the Company (Previous Year: 75.31% of pre amalgamation net profit of the Company’s standalone net profit). The dividend once approved by the Shareholders will be paid on or after June 21, 2025.

The record date fixed for determining the entitlement of Members for payment of dividend is Thursday, May 29, 2025. According to the Finance Act, 2020, dividend income will be taxable in the hands of the members and the Company is required to deduct tax at source from the dividend paid to the members as per the rates prescribed under Income Tax Act, 1961.

Details of outstanding and unclaimed dividends previously declared and paid by the Company are given under the Corporate Governance Report annexed to this Integrated Annual Report for FY 2024-25.

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 FY 2024-25 in the retained earnings.

The Board of Directors, at its meeting held on January 19, 2024, approved the offer and issuance of equity shares of the Company by way of a Rights Issue for an amount not exceeding Rs. 3,000 Crores. The Rights Issue was undertaken in accordance with the provisions of the Act, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other applicable laws. Pursuant to the said approval, the Capital Raising Committee of the Board, at its meeting held on July 23, 2024, approved the issuance of 3,66,47,492 equity shares on rights basis at a price of Rs. 818 per share (comprising Re. 1 face value and Rs. 817 premium), aggregating to Rs. 2,997.77 Crores. The equity shares were offered to eligible shareholders in the ratio of 1 (one) equity share for every 26 (twenty-six) fully paid-up equity shares held as on the record date, i.e., July 27, 2024. The Rights Issue opened on August 5, 2024 and closed on August 19, 2024. Fractional entitlements were disregarded while computing the Rights Entitlement.

As on March 31, 2025, 3,66,23,802 equity shares aggregating to Rs. 2,995.83 Crores were allotted on rights basis. The balance 23,690 equity shares, aggregating to Rs. 1.94 Crores were kept in abeyance pending completion of judicial proceedings.

Pursuant to the Scheme of Amalgamation of three wholly owned subsidiaries, being NourishCo Beverages Limited, Tata SmartFoodz Limited and Tata Consumer Soulfull Private Limited with the Company, the authorised share capital of the Company, has increased from Rs. 1,50,00,00,000 comprising of 1,50,00,00,000 equity shares of Re. 1 each to Rs. 10,39,00,00,000 consisting of 10,38,50,00,000 equity shares of Re. 1 each and 50,00,000 preference shares of Re. 1 each on September 1, 2024.

During the year under review, the issued, subscribed and paid-up equity share capital of the Company increased from Rs. 95,28,34,816 comprising of 95,28,34,816 equity shares of Re. 1 each to Rs. 98,94,98,558 comprising of 98,94,98,558 equity shares of Re. 1 each due to (i) Allotment of 3,66,23,802 equity shares of Re. 1 each under Rights issue; (ii) Allotment of 39,940 equity shares of Re. 1 each upon exercise of stock options vested under Tata Consumer Products Limited Share-based Long Term Incentive Scheme 2021.

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 it granted any sweat equity.

The Company has in place Tata Consumer Products Limited Share-based Long Term Incentive Scheme, 2021 (‘Scheme 2021’) and Tata Consumer Products Limited Share based Long Term Incentive Scheme, 2024 (‘Scheme 2024’) (collectively referred as ‘the Schemes’) 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 Schemes are intended to reward, retain and motivate the eligible employees of the Company and its subsidiary companies as defined in the Schemes (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 employee’s performance in the Company along with other initiatives would contribute to improve the performance of the Company. The Schemes have 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 were no changes in the Schemes.

In FY 2024-25, 39,940 equity shares were allotted under Scheme 2021. The disclosure pursuant to SBEB&SE Regulations is available on the website of the Company at https://www.tataconsumer.com/investors/ investor-information/esop

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

There have been no material changes or commitments that have affected the financial position of the Company between the close of FY 2024-25 and the date of this report.

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 Act. The Scheme of Amalgamation was approved with Appointed Date as April 01, 2024. Since the entire share capital of all three Transferor Companies are held by the Company, no new shares were issued in consideration of the amalgamation. In accordance with the Scheme as approved by Hon’ble National Company Law Tribunal, Kolkata Bench, on July 18, 2024, the business of the respective subsidiaries were transferred to the Company with effect from the Effective date of September 1, 2024 with an Appointed Date of April 1, 2024.

The Group had initiated Internal Restructuring Project in FY 2023-24. The project was aimed at simplifying the holding structures and reducing the number of legal entities to help operational integration thereby driving synergies.

During the year under review, the Branded and Non-Branded Business in the US have been combined with effect from May 1, 2024. The merger of US Entities were done on July 1, 2024. Liquidation of other non-operating entities was also initiated during FY 2024-25.

Due to the above, the total number of active legal entities have reduced from 35 to 25.

The Company will continue to work on legal entity simplification in FY 2025-26 as well.

The business continued to strengthen its foundations and refined the Strategic Pillars to become a premier FMCG company. During the year under review, the six revised strategic pillars identified by the Group and the progress made are as follows:-

We strengthened the tea business through innovative product launches, impactful marketing campaigns and strategic pricing actions in the face of challenging demand environment and inflationary pressure. The salt business was able to further consolidate the market leadership despite the increase in prices. Further, we strengthened our International tea and coffee business by building stronger consumer connect along with margin expansion in our key international markets – UK and USA. The growth Businesses continues to grow year on year and the contribution of growth business as a percentage of India Business is now at 28%. The continued growth is on the back of developing alternate channels, driving the premiumization strategy and innovations.

We created new opportunities by venturing into new categories and also acquired Capital Foods and Organic India. With the integration complete and businesses stabilized during the year, we were able to capitalise on the synergy benefits and scale the businesses. Capital Foods continue to build growth momentum with targeted innovation, market innovation, expanding into white spaces and strategic brand collaboration. With growing consumer demand for organic products, Organic India can leverage this opportunity, through wellness portfolio expansion and strengthening the brand equity and consumer connect. We are strategically building future ready channels like Pharma and Food Services to drive long term growth. The vending business is rapidly scaling opening up new avenues in corporate and HoReCa spaces.

We are focused on building top quartile distribution network through consistent everyday execution thereby accelerating and strengthening the channels of the future (Modern Trade, E-Commerce and Quick Commerce). During the year, we have been able to streamline and strengthen the Distributor Management System (MAVIC) to drive efficiency along the TCP’s extensive network. We have been able to significantly expand our distribution reach by Rural network expansion and sharper urban focus. We have introduced Automatic Replenishment System (ARS) which triggers automatically to replenish stock keeping units (SKUs) as soon as they are billed. In order to improve the efficiency, we have been Leveraging AI for smarter sourcing through end-to-end digital sourcing solution with AI/ML driven price and quality forecasting. A state-of-the-art blend optimisation system has been implemented in India to efficiently manage growing business complexity and supply chain dynamics, ensuring consistency and adaptability in blends.

Our journey of growth and transformation is underpinned by our ambition to be the premier FMCG Company from the Tata Group and hence we have developed TCP North Star which charts the directions in which we are headed, the pace and breadth of our ambition and the Growth Mindset Behaviour (GMB) that everybody needs to display keeping in mind the core values and Tata Code of Conduct. Our leaders are also playing a key role in Charting a pathway for the organization to go from Good to Great. Over the past year TCP has expanded by integrating new businesses and has been able to navigate the complexities of blending multi legacy and multi-generational organisations creating a cohesive, inclusive and future ready organization. Tata Consumer Products adopts a strategy of weaving a strong cultural fabric for the organisation and incorporating diversity of heritage and identity.

We continue to leverage technology across all functions to optimize operations, unlock efficiencies and accelerate scale. The expansion of our Distributor Management System (DMS) and centralization of Carrying and Forwarding Agent (CFA) operations are the key initiative towards this journey. We have been able to enable excellence and efficiency through MAVIC which improves agility and control with the help of data driven decision making and helping to scale with precision. The centralization of CFA helped in simplifying logistics and helping in being agile according to the needs of the organization.

The Company is focused towards being the leading Innovation driven F&B player in India. Innovations in the Company is more focused towards meeting the evolving consumer needs which would help fuel the future growth for the organization. The base premise for the innovation is to enhance the traditional categories with functional benefits and smarter formulations through science backed and disruptive innovations.

Our sustainability strategy ‘For Better Living’ has been developed in line with the Tata Group’s Project Aalingana to focus on For Better Planet, Sourcing, Nutrition and Communities. Tata Consumer Products was recognized as the 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 rankings 2024. During the year, we have worked on making our supply chain more sustainable and accordingly Publicly stated Sustainable Supply Chain Policy has also been released. We have also made significant progress in building a sustainable future which is also reflecting in the improvements 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 on March 31, 2025.

Organic India Private Limited and Organic India US LLC became subsidiaries effective April 16, 2024, upon the acquisition of equity shares.

NourishCo Beverages Limited, Tata SmartFoodz Limited and Tata Consumer Soulfull Private Limited ceased to be subsidiaries due to their amalgamation with the Company with effect from September 1, 2024.

Good Earth Corporation, Good Earth Teas Inc, Tata Waters LLC, Eight O’ Clock Holdings Inc and Eight O’ Clock Coffee Company ceased to be subsidiaries on merger with Tata Consumer Products US Inc (formerly known as Tetley USA Inc) with effect from July 01, 2024.

During the year under review, the Company has 2 unlisted material subsidiaries incorporated outside India i.e. Tata Consumer Products UK Group Limited and Tata Consumer Products GB Limited.

The Company had adopted a Policy for determining Material Subsidiaries in line with the requirements of the SEBI Listing Regulations. During the year under review, the Board of Directors had revised the Policy on Material Subsidiary in order to align the said policy with the amendments made in Regulation 24 of SEBI Listing Regulations and the same can be accessed on the Company’s website at https://www. tataconsumer.com/investors/policies.

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 Company’s subsidiaries, joint ventures and associates in Form No. AOC-1 is provided 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 Company’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 given in the Management Discussion and Analysis Report, which forms part of this Annual Report.

During the year under review, as part of the International restructuring, the US Branded Coffee and Soluble Business were transferred to TCP UK Group. Post restructuring, TCP UK Group now reflects the financial performance of International Branded tea and coffee business and also includes the Non-Branded business in the US. On a like to like basis, the consolidated revenue for the year at Rs. 4,275 Crores grew by 6%, largely driven by price increases taken across the major tea markets, tea volumes almost at par with previous year which had higher volumes benefits from the supply side shortages in the market. Operating profit improvement was driven by margin expansion led by price increases, softening of input costs and good control over expenditure. Profit after tax at Rs. 413 Crores higher by 10% as compared to the previous year, led by higher operating profits and lower exceptional items partly offset by higher tax expense, previous year included one-off tax credits.

UK revenue grew 3% in constant currency, as the business lapped the elevated tea sales in previous year due to supply constraints. We rose to the 2nd position in terms of market share on account of strong performance. During the year, the consumer campaign was scaled to drive sales and share growth across brands. Operating profit improved significantly led by revenue growth and margin expansion, driven by price increases and softening of input costs partly offset by higher investment behind brands.

US revenue grew 2% in constant currency, with coffee volumes growing at 3%, partly offset by lower tea volumes. We were able to maintain the value market share on account of resilient performance during the year while building presence in ethnic products specially with Raasa. Amidst decline in category volumes of Coffee due to demand softness, we have been able to grow in volume. Operating Profit improvement was driven by higher volume and good control over other expenses. The coffee business gross margin was impacted by all time high coffee terminals in the latter part of the current year. Raasa launch continues – velocities in key customer Albertsons showing positive trend with additional shipping for new distribution gains in Publix and Walmart.

Canada revenue grew 5% in constant currency driven by both volume and price increases. The growth comes in with the price increases taken during the year partly offset by higher trade spends to drive specialty teas. During the year, there was increased focus on specialty teas to drive the premiumisation agenda which is reflecting in the growth in Specialty volumes. The operating profit was slightly muted due to higher trade spends. The transition to a new and improved sustainable packaging in Tetley is underway, and the ethnic business is also seeing traction and is expected to grow at a healthier pace next year.

Other smaller markets delivered substantial improvement in performance led by Joekels (South Africa) with significant growth over PY both in top line and bottom line driven by price increase and lower input costs along with improved performance in Europe with Poland. Australia saw revenue growth due to higher volumes however the margins remained under pressure.

CFPL legal entity revenue at Rs. 744 Crores, the total revenue at the Group level for Capital Foods business was Rs. 799 Crores, delivered 23% (like for like) growth in revenue aided by strong performance in both domestic and exports. The business has been exhibiting strength after the initial softness during the integration, and synergy benefits has also started to flow in. Operating margin witnessed growth despite higher investment behind brands including collaboration with PepsiCo India’s Kurkure to create a breakthrough limited edition snack that combined our signature Schezwan flavors with Kurkure’s iconic texture, this was combined with a high energy media and other marketing campaigns.

OIPL operates through a legal entity in India and US, the OIPL consolidated revenue for the year was at Rs. 381 Crores. The total revenue at the Group level for Organic India business is Rs. 374 Crores, delivered 12% growth in revenue on a like to like basis. Post the integration phase in Q1, the business has sequentially shown good traction for growth across geographies. The growth in Domestic business was aided by strong channels growth in Ecommerce, Own website and alternate channels. US business also registered growth mainly led by E-commerce (Amazon).

Tata Coffee Limited revenue at Rs. 707 Crores higher by 45%, driven by higher volumes both in Tea and Coffee coupled with higher realisations. Profit from operations improved significantly due to higher realisation and fair valuation gain with coffee prices at all time highs. Profit before exceptional items and tax at Rs. 167 Crores were higher by 76% over the previous year. Profit after tax at Rs. 156 Crores ~4x of previous year, on account of improved performance and lower exceptional items, previous year included amalgamation related costs.

Revenue from operations for the year at Rs. 354 Crores lower by 9% mainly driven by lower volumes partly offset by higher realisation. The demand environment has been impacted on account of the steep incline in the coffee prices which had led to lower volumes. Profit after tax at Rs. 34 Crores lower by 43% over the previous year mainly driven by higher input costs.

Revenue from Operations at Rs. 1,277 Crores, improved by 5%, growth driven by higher number of stores. TSPL opened 58 net new stores and entered 19 new cities in the current year taking the count to 479 stores across 80 cities in India making it the largest organised cafe operator in India based on stores count. The year witnessed demand softness in the overall QSR (Quick Service Restaurant) space consequently the sales growth was subdued, however, the demand has started to rebound in the second half of the year. Profitability remained muted due to demand softness in the overall QSR space.

Revenue from Operations at Rs. 858 Crores, higher by 8%, largely due to higher price realisation and higher own crop. In the current year, the overall Northern India crop was impacted by drought and severe pest attacks leading to supply shortages. Profit after tax was better than previous year mainly on account of higher realisation and cost savings initiatives.

Revenue from Operations at Rs. 508 Crores, higher by 15%, due to higher realisation and volumes. Profit after tax declined due to lower crop on account of severe drought and extended monsoons during the start of the year which severely impacted the operations.

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 also have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparation. As on March 31, 2025, the Board consist of 8 Directors comprising of 4 Independent Directors, 2 Non-Executive, Non-Independent Directors and 2 Executive Directors, details of which have been provided in the Corporate Governance Report. In terms of the requirement of the SEBI Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of the Company’s 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, including the Directors re-appointed during the year under review possess the requisite qualifications, experience & expertise and hold high standards of integrity. Criteria for determining qualification, positive attributes and independence of a Director is provided in the Policy on Nomination, Appointment and Removal of Directors, which can be accessed on Company’s website at https://www.tataconsumer.com/investors/policies

Mr. P. B. Balaji (DIN: 02762983) 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 61^st Annual General Meeting held on June 13, 2024.

Ms. Shikha Sharma (DIN: 00043265) and Mr. Bharat Puri (DIN: 02173566) were re-appointed as Independent Directors of the Company for a second term of 5 years commencing from May 7, 2024 to May 6, 2029.

Mr. Sunil D’Souza, (DIN: 07194259) was re-appointed as the MD& CEO, for a further term of 5 years commencing from April 4, 2025 to April 3, 2030.

Mr. Siraj Chaudhry (DIN: 00161853), Independent Director of the Company, had ceased to be a Director of the Company with effect from September 30, 2024, following his resignation. The Board places on record its appreciation for his invaluable contribution and guidance during his tenure as Director with the Company.

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 rotation at the ensuing Annual General Meeting. A resolution seeking his re-appointment, forms part of the Notice convening the ensuing Annual General Meeting scheduled to be held on June 18, 2025. The profile along with other details of Mr. N. Chandrasekaran are provided in the annexure to the Notice of the AGM.

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 as applicable and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/ Committee(s) of the Company, If any.

As on March 31, 2025, Ms. Shikha Sharma, Mr. Bharat Puri, Dr. K. P. Krishnan and Mr. David Crean are Independent Directors of the Company.

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 SEBI Listing Regulations and they continue to comply with the Code of Conduct laid down under Schedule IV to the Act. In terms of Regulation 25(8) of SEBI 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.

The Board meetings are convened regularly to review and determine the Company’s business policies and strategies, alongside other key governance matters. It maintains robust operational oversight with quarterly meetings featuring comprehensive presentations. Board and Committee meetings are scheduled in advance and a tentative annual calendar is shared with Directors well ahead of time, enabling them to plan their schedules effectively and participate meaningfully in discussions. Only in case of special and urgent business matters, if the need arises, Board’s or Committee’s 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. During the year under review, 6 (Six) Meetings of the Board of Directors were held and details thereof have been provided in the Corporate Governance Report. The intervening gap between meetings were not more than 120 days as required under the Act and SEBI Listing Regulations.

As on March 31, 2025, the following are the Key Managerial Personnel ("KMPs") of the Company as per Sections 2(51) and 203 of the Act: a) Mr. Sunil D’Souza, Managing Director & Chief Executive Officer, b) Mr. Ajit Krishnakumar, Executive Director & Chief Operating Officer, c) Mr. Sivakumar Sivasankaran, Chief Financial Officer, d) Ms. Delnaz Dara Harda, Company Secretary & Compliance Officer.

Ms. Delnaz Dara Harda was appointed as Company Secretary and Key Managerial Personnel of the Company w.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 meetings held during the year under review for these committees are disclosed in the Corporate Governance Report, which forms a part of the Annual Report. In addition to the above, the Board has also formed other Committees namely, Executive Committee, Scheme Implementation Committee, International Restructuring Committee, Divestment Committee, Capital Raising Committee, WOS Scheme Implementation Committee and Allotment Committee.

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.

Pursuant to the provisions of Section 178 of the Act and Regulation 19 of SEBI Listing Regulations, NRC has formulated and the Board has adopted a Policy on Nomination, Appointment and Removal of Directors which includes the Board Diversity Policy ("NRC Policy"). NRC Policy is hosted on the website of the Company at: www.tataconsumer.com/ investors/policies. NRC makes recommendations to the Board regarding the appointment/re-appointment of Directors, 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 director’s 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 primary focus of the Company’s governance guidelines pertains to the composition of the Board & its Committees, duties of the Board & Directors (including Chairman), tenure of Directors, Board diversity.

In accordance with the Company’s policy on Director retirement, Managing/ Executive Directors are required to retire at 65 years, Non- Executive, Non- Independent Directors retire at 70 years and Non- Executive, Independent Directors retire at 75 years.

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 & industry experience, cultural & 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.

Pursuant to the provisions of Section 178 of the Act and Regulation 19 of SEBI Listing Regulations, NRC has 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 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).

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 align 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 Company’s capacity to pay the remuneration. The Company pays a sitting fee of Rs. 30,000 per meeting per Director for attending meetings of the Board, Audit, Nomination and Remuneration Committee and Meeting of Independent Directors. For meetings of all other Committees of the Board, a sitting fee of Rs. 20,000 per meeting per Director is paid. Within the ceiling as prescribed under the Act, the 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 payment of commission to the Non-Executive Directors was approved by the shareholders at the Fifty fifth Annual General Meeting to be paid for each financial year and distributed among the Directors in such manner as may be determined by the Board of Directors from time to time, 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 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 to Mr. P. B. Balaji, Non-Executive, Non-Independent Director of the Company, as he is in employment with another Tata Company.

The Board of Directors carried out an annual evaluation of its own performance, Board Committees and Individual Directors in accordance with the Act, SEBI 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 were 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 year’s evaluation process. For more details on the Board Evaluation Process, please refer the Corporate Governance Report.

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 Company’s policies, safeguarding its assets, prevention & detection of frauds and errors, accuracy & completeness of the accounting records, and timely preparation of reliable financial disclosures. The Company’s internal control systems are commensurate with the nature of its business and the size & complexity of its operations and such internal financial controls concerning the Financial Statements are adequate & effective operating. 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. For more details on this please refer Management Discussion and Analysis Report.

The Board of Directors of the Company have 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 Company’s 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 Company’s business needs while remaining simple and pragmatic.

Additionally, the ERM process has been further strengthened through Executive Committee (EC) comprising of MD & CEO, ED & COO and Group CFO. The EC inter alia 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.

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).

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, is provided in Annexure-1 attached to this Report.

The CSR Policy is uploaded on the Company’s 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 in FY 2024-25 have undertaken the impact assessment of 11 (eleven) CSR projects through SoulAce Consulting Private Limited, an independent agency. The impact assessment report for FY 2023-24 is available on the Company’s website and can be assessed at https://www.tataconsumer.com/ sustainability/better-communities.

In accordance with Regulation 34(2)(f) of SEBI Listing Regulations, Business Responsibility and Sustainability Report ("BRSR") covering disclosures on Company’s performance on ESG (Environment, Social and Governance) parameters for FY 2024-25, 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 9 (nine) principles of the National Guidelines on Responsible Business Conduct and a report under each principle, which is divided into essential and leadership indicators.

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 Company’s strategy, governance & 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).

Pursuant to Regulation 34 read with Schedule V of the SEBI 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 SEBI Listing Regulations, is annexed to the Corporate Governance Report.