The Board of Directors are delighted to present the 62nd Annual Report on the business and operations of Tata Consumer
Products Limited (‘the Company’) along with the summary of consolidated and standalone financial statements for the year
ended 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 prepared
based on the standalone financial statements of the Company for the year under review and also presents the key highlights
of performance of subsidiaries, joint ventures and associate companies and their contribution to the overall performance of the
Company for the year under review.
OVERVIEW OF FINANCIAL PERFORMANCE
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
|
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 Joint
Ventures
|
(93)
|
(86)
|
-
|
-
|
|
Profit for the year
|
1287
|
1215
|
1255
|
955
|
|
Attributable to:
|
|
|
|
|
|
- Owners of the parent
|
1278
|
1150
|
-
|
-
|
|
Retained Earnings - Opening Balance
|
6900
|
7372
|
5380
|
5247
|
|
Add /(Less):
|
|
|
|
|
|
- Profit for the year
|
1278
|
1150
|
1255
|
955
|
|
- Other Comprehensive Income/(Expense)
|
36
|
(57)
|
(3)
|
(13)
|
|
- Dividend Paid
|
(738)
|
(785)
|
(738)
|
(809)
|
|
- Other items
|
109
|
(780)
|
0
|
-
|
|
Retained Earnings - Closing Balance
|
7585
|
6900
|
5894
|
5380
|
* 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.
FINANCIAL HIGHLIGHTS
Consolidated Performance
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.
Standalone Performance
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.
Profit before exceptional items and tax at Rs. 1,448 Crores lower
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.
DIVIDEND & RESERVES
Dividend Distribution Policy
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
Declaration and payment of dividend
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.
Record date
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.
Unclaimed dividends
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.
Transfer to Reserve
As permitted under the Act, the Board does not propose to
transfer any amount to general reserve and has decided
to retain the entire amount of profit for FY 2024-25 in the
retained earnings.
RIGHTS ISSUE
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.
CHANGE IN SHARE CAPITAL
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.
PERFORMANCE SHARE UNITS
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
CHANGES IN THE NATURE OF BUSINESS
During the year under review, there has been no change in the
nature of business of the Company.
MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION
There have been no material changes or commitments that
have affected the financial position of the Company between
the close of FY 2024-25 and the date of this report.
UPDATE ON CORPORATE RESTRUCTURING,
MERGER AND ACQUISITIONS
Scheme of Amalgamation of NourishCo Beverages Limited,
Tata SmartFoodz Limited and Tata Consumer Soulfull
Private Limited (wholly-owned subsidiaries) with the
Company
At its meeting held on October 31, 2023, the Board of Directors
approved the Scheme of Amalgamation, involving NourishCo
Beverages Limited, Tata SmartFoodz Limited and Tata
Consumer Soulfull Private Limited (‘Transferor Companies’),
all wholly-owned subsidiaries of the Company, merging with
the Company (‘Transferee Company’) under Sections 230 to
232 of the 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.
Simplification of the Organisation Structure of the
overseas subsidiaries of the Company
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.
STRATEGIC INITIATIVES
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:-
• Strengthen core and accelerate growth business
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.
• Build on new opportunities
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.
• Drive execution excellence everyday
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.
• Create a future ready organisation
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.
• Drive digital and innovation
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.
• Embed sustainability
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.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES
As defined under the Act, the Company has 34 subsidiaries,
2 joint ventures and 2 associate companies, as on
March 31, 2025.
Companies that have become Subsidiaries, Joint
Ventures and Associates during the year under review.
Organic India Private Limited and Organic India US LLC
became subsidiaries effective April 16, 2024, upon the
acquisition of equity shares.
Companies that have ceased to be Subsidiaries, Joint
Ventures, and Associates during the year under review:
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.
Unlisted Material Subsidiaries
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.
Consolidated Financial Statements
According to Section 129(3) of the Act, the consolidated
financial statements of the Company and its subsidiaries,
joint ventures and associates are prepared in accordance
with the relevant Indian Accounting Standard specified under
the Act, and the rules thereunder form part of this Annual
Report. A statement containing the salient features of the
financial statements of the 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.
PERFORMANCE HIGHLIGHTS OF KEY OPERATING
SUBSIDIARIES, JOINT VENTURES, AND
ASSOCIATES
Tata Consumer Products UK Group Ltd, UK (TCP UK):
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.
Capital Foods Private Limited (CFPL):
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.
Organic India Private Limited (OIPL):
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 (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 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.
Tata Coffee Vietnam Company Limited, Vietnam (TCV):
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.
JOINT VENTURE
Tata Starbucks Private Limited, India (TSPL):
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.
ASSOCIATES
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. 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.
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 declined
due to lower crop on account of severe drought and extended
monsoons during the start of the year which severely impacted
the operations.
BOARD OF DIRECTORS
The Board of the Company is comprised of eminent persons
with proven competence and integrity. Besides the experience,
strong financial acumen, strategic astuteness and leadership
qualities, they 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.tataconsumRr.com/invRstors/policies
Re-appointment/ Cessation of Directors during FY 2024-25
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 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 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.
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 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.
Pecuniary relationship or transactions with the Company
During the year under review, the Non-Executive Directors of
the Company had no pecuniary relationship or transactions
with the Company, other than sitting fees, commission 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.
Independent Directors
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.
Board Meetings
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.
KEY MANAGERIAL PERSONNEL
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.
COMMITTEES OF THE BOARD
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.
BOARD GOVERNANCE
The Nomination and Remuneration Committee (‘NRC’) of
the Board is entrusted with the responsibility for developing
competency requirements for the Board, based on the industry
and strategy of the Company. The Board composition analysis
reflects an in-depth understanding of the Company, including
its strategies, environment, operations, financial condition and
compliance requirements.
Nomination & Appointment of Directors, Key Managerial
Personnel and Senior Management
Pursuant to the provisions of Section 178 of the Act
and Regulation 19 of 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-a-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.
Board Diversity
The Company recognizes and embraces the importance of
a diverse board in its success. The Company believes that
a truly diverse board will leverage differences in thought,
perspective, knowledge, skill, regional & 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.
Remuneration of Executive Directors, Key Managerial
Personnel and Senior Management
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).
Remuneration for Independent Directors and
Non-Independent, Non-Executive Directors
The Non-Executive Directors, including Independent Directors,
are paid sitting fees for attending the meetings of the
Board and Committees of the Board. As per the policy, the
overall remuneration (sitting fees and commission) should
be reasonable and sufficient to attract, retain and motivate
Directors 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.
Board Evaluation
The Board of Directors carried out an annual evaluation
of its own performance, Board Committees and Individual
Directors in accordance with the Act, 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.
INTERNAL FINANCIAL CONTROL SYSTEMS AND
THEIR ADEQUACY
The Company has comprehensive internal control mechanism
and also has in place adequate policies and procedures
for the governance of orderly and efficient conduct of its
business, including adherence to the 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.
ENTERPRISE RISK MANAGEMENT FRAMEWORK
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.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
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.tataconsumRr.com/investors/policiRs.
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.
BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT
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.
INTEGRATED REPORT
The Integrated Report of the Company is prepared in
accordance with the International Integrated Reporting (IR)
framework published by the Value Reporting Foundation
(VRF) which reflects the integrated thinking of the Company
and its approach to its value creation. This report aims to
provide a holistic view of the 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).
CORPORATE GOVERNANCE REPORT
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.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Regulation 34 of the SEBI Listing Regulations,
a separate section on Management Discussion and Analysis
Report which also covers the consolidated operations
reflecting the global nature of our business forms an integral
part of the Integrated Annual Report.
DIRECTORS’ RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and
compliance systems established and maintained by the
Company, work performed by the internal, statutory, cost, and
secretarial auditors including the audit of internal financial
controls over financial reporting by the statutory auditors and
the reviews performed by the management and the relevant
Board Committees including the Audit Committee, the Board
is of the opinion that the Company’s internal financial controls
were 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 the
financial year ended March 31, 2025:
i. In the preparation of the annual accounts, the applicable
accounting standards have been followed and there are
no material departures;
ii. They have selected such accounting policies and applied
them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end
of the financial year and of the profits of the Company
for that period;
iii. They have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv. They have prepared the annual accounts on a ‘going
concern basis’;
v. They have laid down internal financial controls
for the Company which are adequate and are
operating effectively;
vi. They have devised a proper system to ensure compliance
with the provisions of all applicable laws and such
systems are adequate and are operating effectively.
STATUTORY AUDITORS AND AUDITORS’ REPORT
Based on the recommendation of the Audit Committee and the
Board of Directors, Members of the Company at the 59th Annual
General Meeting held on June 27, 2022, appointed Deloitte
Haskins & Sells LLP, (“Deloitte”) Chartered Accountants (ICAI
Firm Registration No.117366W/W-100018) as the Statutory
Auditors for the second term of 5 (five) years commencing
from the conclusion of the 59th Annual General Meeting until
the conclusion of the 64th Annual General Meeting to be held in
the year 2027. The Members also approved the remuneration
for FY 2022-23 to Deloitte and authorized the Board to
finalize the terms and conditions of re-appointment, including
remuneration of the Statutory Auditor for the remaining
period, based on the recommendation of the Audit Committee.
The Statutory Auditors’ Report does not contain any
qualifications, reservations, adverse remarks or disclaimers.
Statutory Auditors of the Company have not reported any
fraud as specified under Section 143(12) of the Act, in the
year under review.
Further, Statutory Auditors in their report expressed
an unmodified opinion on the adequacy and operating
effectiveness of the Company’s internal financial controls.
SECRETARIAL AUDITORS AND AUDITORS’
REPORT
Pursuant to the amended provisions of Regulation 24A of the
SEBI Listing Regulations and Section 204 of the Act, read with
Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Audit Committee and
the Board of Directors have approved the appointment and
remuneration of Dr. Asim Kumar Chattopadhyay, Company
Secretary in Practice (FCS No. 2303, Certificate of Practice
No. 880), as the Secretarial Auditor of the Company for a
term of five (5) consecutive years, effective from April 1,
2025 till March 31, 2030. The Board has recommended his
appointment for approval of the Members at the ensuing
Annual General Meeting (AGM).
A brief profile and other relevant details of Dr. Asim Kumar
Chattopadhyay are provided in the Notice convening
the ensuing AGM.
Dr. Asim Kumar Chattopadhyay has consented to act as
the Secretarial Auditor of the Company and confirmed
that his appointment, if approved, would be within the
limits prescribed under the Companies Act, 2013 and SEBI
LODR Regulations. He has further confirmed that he is not
disqualified to be appointed as the Secretarial Auditor under
the applicable provisions of the Act, rules made thereunder,
and SEBI Listing Regulations.
The Secretarial Audit Report for the Financial Year ended
March 31, 2025, issued by the Secretarial Auditor, does
not contain any qualification, reservation, adverse remark
or disclaimer. The said Report is annexed to this Board’s
Report as Annexure-2.
COST RECORDS AND COST AUDITORS
During the year under review, in accordance with Section
148(1) of the Act, the Company has maintained the accounts
and cost records, as specified by the Central Government. Such
cost accounts and records are subject to audit by M/s. Shome
and Banerjee, Cost Auditors of the Company for FY 2024-25.
The Board has re-appointed M/s. Shome and Banerjee,
Cost Accountants (Firm Registration Number: 000001) as
Cost Auditors of the Company for conducting cost audit for
FY 2025-26. A resolution seeking approval of the Shareholders
for ratifying the remuneration payable to the Cost Auditors for
FY 2025-26 is provided in the Notice of the ensuing Annual
General Meeting.
The Cost accounts and records as required to be maintained
under Section 148 (1) of the Act are duly made and maintained
by the Company.
RELATED PARTY TRANSACTIONS
The Company has a well-defined process of identification
of related parties and transactions with related parties, its
approval and review process. The Policy on Related Party
Transactions as formulated by the Audit Committee and
the Board is hosted on the Company’s website and can be
assessed at www.tataconsumRr.com/investors/policiRs.
During the year under review, the Board of Directors had
revised the Policy on Related Party Transaction in order to
align the said policy with the amendments made in Regulation
23 of SEBI Listing Regulations.
All contracts, arrangements and transactions entered by the
Company with related parties during FY 2024-25, were in the
ordinary course of business and on an arm’s length basis and
were carried out with prior approval of the Audit Committee.
All related party transactions that were approved by the Audit
Committee were periodically reported to the Audit Committee.
Prior approval of the Audit Committee was obtained for the
transactions which were planned and/or repetitive in nature
and omnibus approvals were also taken as per the policy laid
down for unforeseen transactions.
In FY 2024-25, none of the contracts, arrangements and
transactions with related parties, required approval of the
Board/ Shareholders under Section 188(1) of the Act and
Regulation 23(4) of the SEBI Listing Regulations.
None of the transactions with related parties are material in
nature or falls under the scope of Section 188(1) of the Act. The
information on transactions with related parties pursuant to
Section 134(3) (h) of the Act read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 in Form No. AOC-2 does not apply to
the Company for the FY 2024-25 and hence the same is not
provided. The details of the transactions with related parties
during FY 2024-25 are provided in the accompanying
financial statements.
ANNUAL RETURN
Pursuant to Section 134(3)(a) of the Act, the Annual Return
of the Company prepared as per Section 92(3) of the Act for
the financial year ended March 31, 2025, is available on the
Company’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 Annual
Return shall be filed with the Registrar of Companies, within
prescribed timelines.
PARTICULARS OF EMPLOYEES
The information containing details of employees as required
under Section 197 of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is provided in Annexure-3 attached
to this report.
The statement containing names of top ten employees in terms
of remuneration drawn and the particulars of employees as
required under Section 197(12) of the Act read with Rule 5(2)
and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is provided in a separate
annexure forming part of this report.
Further, the report and the accounts are being sent to the
Members excluding the aforesaid annexure. In terms of Section
136 of the Act, the said annexure is open for inspection and
any Member interested in obtaining a copy of the same may
write to the Company Secretary.
SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS
During the year under review, there were no significant and
material orders passed by the Regulators / Courts that would
impact the going concern status of the Company and its
future operations.
PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS BY THE COMPANY
The particulars of loans, guarantees and investments covered
under the provisions of Section 186 of the Act have been
disclosed in the financial statements.
VIGIL MECHANISM
The Company’s vigil mechanism allows the Directors and
employees 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 of
Unpublished Price Sensitive Information. The vigil mechanism
provides for adequate safeguards against victimization of
the Director(s) and employee(s) who avail of this mechanism.
No person has been denied access to the Chairman of
the Audit Committee. The Whistle-Blower Policy of the
Company can be accessed on the Company’s website at:
https://www.tataconsumRr.com/investors/policiRs.
DISCLOSURES AS PER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION, AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at
the workplace and has formulated a policy on prevention,
prohibition and redressal of sexual harassment at the workplace
in line with the provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act,
2013 and the rules thereunder for prevention and redressal
of complaints of sexual harassment at workplace. Awareness
programs were conducted by the Company, details of
which can be accessed at https://www.tataconsumer.com/
investors/policies
The Company has complied with provisions relating to the
constitution of Internal Committee (IC) under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. The Company has setup ICs for all
locations to redress complaints on sexual harassment.
During the year under review, 2 complaints relating to sexual
harassment which was pending at the beginning of the
financial year, have been investigated and closed. Further, IC
had received 9 (India & International) complaints during the
year under review. All 11 complaints have been closed as on
March 31, 2025.
SECRETARIAL STANDARDS
Section 118 of the Act mandates compliance with the
Secretarial Standards on Board Meetings and General
Meetings as issued by The Institute of Company Secretaries
of India. During the year under review, the Company has
complied with all the applicable Secretarial Standards.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from the
public during the year under review. No amount on account
of principal or interest on deposits from the public was
outstanding as on March 31, 2025.
ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION, AND FOREIGN EXCHANGE
The information on the conservation of energy, technology
absorption, and foreign exchange earnings and outgo as
required under Section 134(3)(m) of the Act, read with Rule
8(3) of the Companies (Accounts) Rules, 2014 is given in
Annexure-4 annexed to this report.
INDUSTRIAL RELATIONS
During the year under review, industrial relations remained
harmonious at all our offices and establishments.
ACKNOWLEDGEMENT
The Directors wish to convey their deep appreciation to all the
employees, customers, vendors, investors, and consultants/
advisors of the Company for their sincere and dedicated
services as well as their collective contribution to the
Company’s performance.
The Directors thank the Government of India, Governments of
various States in India, Governments of various Countries and
concerned Government departments for their co-operation.
The Directors appreciate and value the contribution made by
every member, employee and their family.
On behalf of the Board of Directors
N. Chandrasekaran
Mumbai, Chairman
April 23, 2025 (DIN 00121863)
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