The Board of Directors are delighted to present the 63^rd Integrated 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, 2026.

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 & STATE OF AFFAIRS

Key highlights of consolidated and standalone financial performance for the year ended March 31, 2026, are summarized as under:

FINANCIAL HIGHLIGHTS

Consolidated Performance

The consolidated revenue from operations for the year
under review stood at Rs. 20,290 Crores, surpassing the
Rs. 20,000 Crores milestone in the year. Revenue grew by
15% year-on-year, driven by strong performance across both
the Branded and Non-Branded Businesses.

India Branded Business reported a growth of 14%, led by
robust performance in the core tea and salt categories,
alongside sustained and accelerated momentum in growth
segments such as Tata Sampann, Ready-to-Drink, Capital

Foods and Organic India. Growth in the core business was
primarily volume-led and supported by expanded distribution,
with tea and salt volumes growing by 3% and 10%
respectively. This performance was further supported by price
increases in both tea and salt, largely implemented during
the second half of FY25 to offset higher input costs. The tea
business continued its recovery from the previous year and
normalised in the second half. Growth businesses continued
to outpace the core portfolio, increasing their contribution to
the India business from 28% in the previous year to 31% in
FY2025-26. International business revenue grew by 16% (9%
in constant currency), supported by pricing interventions in

US coffee business. Non-Branded Business delivered strong
growth of 25% (23% in constant currency), driven by higher
volumes and improved price realisations across both the
Coffee Plantations and Coffee Solubles businesses.

Profit before exceptional items and tax for the year under
review stood at Rs. 2,193 Crores, registering a year-on-year
increase of 23%. The improvement was driven largely by
stronger profitability in the India Branded Business and
a reduction in net interest costs, partly offset by margin
pressures in the International and Non-Branded Businesses.
Net interest costs were lower compared to the previous year,
which included interest cost on acquisition related borrowings.

India Branded Business, improvement in profitability
was led by tapering of tea cost, improved performance
in the salt portfolio and growth businesses. International
Business witnessed a decline in margins, primarily driven
by an increase in coffee costs and the impact of U.S. tariffs,
although the UK business delivered higher margins during the
year. Non-Branded Business reported lower profitability, as
margins reverted to the normative levels.

Group net profit for the year at Rs. 1,547 Crores, reflecting
a growth of 20% over the previous year. This increase was
achieved despite higher exceptional costs and tax expense
during the year. The prior year’s tax expense included one-time
credit arising from the merger of wholly owned subsidiaries.

Standalone Performance

Revenue from operations for the year stood at Rs. 14,700 Crores,
year-on-year growth of 15%, driven by strong performance
across both the Branded and Non-Branded Businesses.
Branded Business revenues grew on the back of improved
performance across categories. The tea business recorded
growth driven by a favourable mix and higher volumes, despite
softer demand conditions and price reductions implemented to
pass on the benefits of tapering of tea cost. The salt business
delivered double-digit growth, led by a combination of volume
and value growth. Non-Branded Business revenues also
recorded strong growth, supported by higher volumes and
improved realisations in Coffee Solubles businesses.

Profit before exceptional items and tax for the year stood at
Rs. 2,063 Crores, representing a strong year-on-year increase
of 42%. The improvement was driven primarily by margin
expansion in the Branded Business, partly offset by lower
profitability in the Non-Branded Business and higher dividend
and net interest income. Profit after tax for the year stood at

Rs.1,635 Crores, reflecting a growth of 30% over the previous
year. The increase was achieved despite higher exceptional
costs and a higher tax expense during the year. The prior
year’s tax expense included one-time credit arising from the
merger of wholly owned subsidiaries.

DIVIDEND & RESERVES
Dividend Distribution Policy

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

Declaration and payment of dividend

The Board is pleased to recommend a dividend of Rs. 10
per equity share of the Company of face value of Re. 1 each
(1,000%) for FY 2025-26. 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 10, 2026.
If approved, the dividend would result in a cash outflow of
Rs. 989.56 Crores. The total dividend payout works out to
60.52% of the Company’s standalone net profit the year.

The dividend once approved by the Shareholders will be paid
on or after June 15, 2026.

Record date

The record date fixed for determining the entitlement of
Members for payment of dividend is Monday, May 25, 2026.

In accordance with the Finance Act, 2020, dividend income
is taxable in the hands of Members and the Company is
required to deduct tax at source from the dividend to be
paid to the Members as per rates prescribed under the
Income Tax Act, 2025.

Unclaimed dividends

Details of outstanding and unclaimed dividends previously
declared and paid by the Company are given under the
Corporate Governance Report which forms part of this
Integrated Annual Report for FY 2025-26.

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 2025-26 as
retained earnings.

CHANGE OF REGISTERED OFFICE

The Company moved its registered office from 1, Bishop
Lefroy Road, Kolkata - 700 020 to Tata Centre, 1^st Floor, 43,
Jawaharlal Nehru Road, Kolkata -700071 with effect from
January 1, 2026.

CHANGE IN SHARE CAPITAL

During the year under review, the issued, subscribed and
paid-up equity share capital of the Company increased from
Rs. 98,94,98,558 comprising of 98,94,98,558 equity shares
of Re. 1 each to Rs. 98,95,61,780 comprising of 98,95,61,780
equity shares of Re. 1 each due to allotment of 63,222 equity
shares of Re. 1 each upon exercise of stock options vested
under Tata Consumer Products Limited Share-based Long
Term Incentive Scheme 2021(‘Scheme 2021’).

Except as mentioned above, the Company had neither 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.

RIGHTS ISSUE

The Company undertook a Rights Issue of equity shares
pursuant to the approval of the Board of Directors at its
meeting held on January 19, 2024, for an amount not
exceeding Rs. 3,000 Crores, in accordance with the provisions
of the Companies Act, 2013, the Securities and Exchange
Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, and other applicable laws.

Under the Rights Issue, 3,66,47,492 equity shares were
offered at a price of Rs. 818 per equity share to eligible
shareholders in the ratio of 1 equity share for every 26 fully
paid-up equity shares held as on the record date, i.e., July 27,
2024. Out of this, 3,66,23,802 equity shares aggregating to
Rs. 2,995.83 Crores have been allotted in FY 2024-25. As on
March 31, 2026, the balance 23,690 equity shares, amounting
to Rs. 1.94 Crores, remain in abeyance pending completion of
judicial proceedings.

PERFORMANCE SHARE UNITS

The Company has implemented the Tata Consumer Products
Limited Share-based Long Term Incentive Scheme, 2021

and the Tata Consumer Products Limited Share-based Long
Term Incentive Scheme, 2024 (together referred to as the
‘Schemes’) as part of its overall remuneration framework for
senior management. The Schemes are intended to strengthen
the alignment between long-term employee rewards and the
Company’s performance objectives, while supporting talent
attraction and retention.

The Schemes cover eligible employees of the Company
and its subsidiary companies, as defined therein, and are
designed to recognise employee contribution to the long-term
growth and profitability of the Company. The Schemes have
been formulated in compliance with the provisions of the
Companies Act, 2013 and the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 ('SBEB&SE').
There were no changes to the Schemes during the year under
review. 63,222 equity shares were allotted, during the year
under review, under Scheme 2021, and the Company made
the requisite disclosures to the stock exchanges in this regard.

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 2025-26 and the date of this report.

UPDATE ON CORPORATE RESTRUCTURING,
MERGER AND ACQUISITIONS

Simplification of the Organisation Structure of the
subsidiaries of the Company

In continuation of the legal entity simplification workstream in
FY2025-26, application has been made with ROC for striking
off the name of Tata Tea Holdings Private Limited (TTHPL)
wholly owned subsidiary and the same is under process.

The Company will continue to work on legal entity
simplification in FY 2026-27.

STRATEGIC INITIATIVES

The Company continued to deliver on the refined Strategic
Pillars progressing toward its path of becoming a premier

FMCG Company. During the year under review, the Company
remained focused to work towards achieving the targets set
based on the six strategic pillars identified by the Group and
the progress made against those are as follows:

• Strengthen core and accelerate growth business

The tea business was impacted in H1 with significant
inflation in tea cost carried forward from last year,
which was mitigated through calibrated price increases,
thereby protecting the margins and bringing the margins
to normative levels in H2 aided by tapering of tea
cost inflation. Inspite of the volatility and competitive
challenges, the tea volumes grew by 3% and the revenue
grew by 6% for the year. The salt business continued to
strengthen its market leadership position gaining in both
volume and value terms. International business delivered
growth backed by exceptional delivery from the US
Coffee business even as margin declined on account of
coffee cost inflation and US tariffs. The growth business
continued their acceleration by growing ahead of the core
business contributing 31% of the India Branded Business.
The growth is backed by sustained volume growth from
Tata Sampann, RTD, Capital Foods and Organic India.

• Build on new opportunities

New opportunities added to the group by way of
acquisition of Capital Foods and Organic India continue to
provide new horizon for the Company. We are focusing on
unlocking the full potential by leveraging the businesses
both in domestic and international markets. We are also
focusing on scaling the channels of the future vis-a-vis
the Vending business, Pharmacy channel and the Food
Service Channel. The vending business has continued to
scale rapidly during the year. The future ready channels
like Pharmacy and Food Services have also scaled
rapidly which in the longer term provides a whitespace
which can be exploited to drive long term growth.

• Drive execution excellence everyday

With multiple categories and diversity of offering it
was necessary to re-evaluate our distribution strategy
to align with the expanded and evolved portfolio of
products. During the course of the year the Go-To-Market
strategy and architecture were revised and reshaped
to intensify the distribution focus on growth categories
especially in Tea and Salt dominant markets. Along with
this, we continue to focus on strengthening the Modern
Trade, E-Commerce and Quick Commerce channels
and increased focus on scaling the vending business,
pharmacy and food services channels. Revenue Growth

Management playing an important role in balancing the
growth and profitability with tactical insights into the
white spaces. We have invested heavily on technology
to support the execution with multiple tools like the
Automatic Replenishment System (ARS) rollout across
India, AI driven recommendation engine, Agri Commodity
procurement platform, etc. Further, to enhance the
productivity of the Sales team, a Centre of Excellence
(CoE) was established enabling the teams with analytical
insights that can be leveraged to achieve their objectives.

• Create a future ready organisation

With growing scale and diversification and in order to
achieve the goal to be the premier FMCG Company from the
Tata Group, we have invested to strengthen our leadership
capabilities and develop a culture that will act as a strong
pillar as the Company expands and grows. The focus
remained on building internal talent along with attracting
and retaining the best talents. The Growth Mindset
Behaviours (‘GMB’) have been embedded across the
organisation keeping in mind the core values and abiding
by the Tata Code of Conduct. The recognition framework
aligns the GMB and the strategic pillars into performance
evaluation linking the North Star directly to expected
standards and everyday execution. This ensures that the
behaviours and efforts are recognized and acknowledged
along with business results. With digital enablement
in mind, Zara (MS Teams based Virtual Assistant -AI
Chatbot) was launched having the ease of self service
and 24x7 accessibility. Employee engagement remained in
focus to drive performance and organizational alignment.

• Drive digital and innovation

FY2025-26 marked a significant milestone in our digital
transformation journey as we accelerated the shift
towards a modern, AI enabled and data driven operating
model. As we pivoted towards becoming a ‘Cognitive
Enterprise’, digital capabilities were systematically
embedded across every value stream. This integrated
approach unlocked sharper insights, greater agility, and
sustainable, tech-driven growth across the organisation.
The rollout of Integrated Business Planning enabled unified
decision making across procurement, manufacturing,
warehousing, and distribution, driving improvements in
service levels, inventory optimisation, and end-to-end
responsiveness. Route optimisation reduced average field
travel distance by 30%, while AI was embedded within the
Sales Force Automation (‘SFA’) platform which influenced
41% of orders. Retailer engagement was strengthened
through enhanced transparency on schemes, orders and
payments via the ‘Retailer App’.

Innovation continues to be a key growth lever, anchored in
consumer needs, nutrition, sustainability and technology
leadership. Our approach focuses on translating strong
science, academic partnerships and consumer insights into
differentiated products. The Innovations are categorized
into 3 sections based on consumer preferences of Health
& Wellness, Convenience and Premiumisation. This was
coupled with enhancing our research capabilities and
increasing our speed and agility to enter the emerging
categories in an efficient manner. This involved new academic
partnership along with the ongoing ones helping innovation
through strategic alliances and coming out with Disruptive
Innovations that meet the evolving consumer needs.

• Embed sustainability

The sustainability strategy of ‘For Better Living’ aligned
with the Tata Group’s Project Aalingana to focus on
responsible sourcing, resource efficiency and nutrition
enhancement across our portfolio. The Company has reduced
its plastic usage through focused packaging innovation and
have advanced its nutrition agenda through fortification and
product reformulation initiatives. Our improving ESG ratings
reflect steady progress in managing environmental and
social risks across the value chain.

It is because of our continuous efforts that we featured in
the S&P Global Sustainability Yearbook for the second
consecutive year, with a Corporate Sustainability Assessment
(CSA) score of 73/100 and were also ranked among the
Top 3 companies by BW Businessworld in India’s Top 60
Most Sustainable Companies (IMSC) 2024-25 for the
second consecutive year. For details on our progress
towards our strategic priorities, refer Chapter 3 of the
Integrated 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 of
March 31, 2026.

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

There were no companies that became subsidiaries, joint
ventures, or associates during the year under review.

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

There were no companies that ceased to be subsidiaries, joint
ventures, or associates during the year under review.

Application has been made with ROC for striking off the name
of Tata Tea Holdings Private Limited (TTHPL) wholly owned
subsidiary and the same is under process.

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 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, and the same forms part
of this Integrated Annual Report. A statement containing the
salient features of the financial statements of the Company’s
subsidiaries, joint ventures and associates is provided in Form
No. AOC-1 which forms part of this Integrated 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 accessed athttps://www.
tataconsumer.com/investors/investor-relations/subsidiaries/
subsidiary-financials

The details of the business of key operating subsidiaries, joint
ventures and associates during FY 2025-26 are given in the
Management Discussion and Analysis, which forms part of
this Integrated Annual Report.

PERFORMANCE HIGHLIGHTS OF KEY OPERATING
SUBSIDIARIES, JOINTVENTURES AND ASSOCIATES

SUBSIDIARIES

Tata Consumer Products UK Group Ltd., UK (‘TCP UK'):

The consolidated revenue for the year stood at Rs. 4,979 Crores,
registering a growth of 16% year-on-year (9% in constant
currency) on a like-to-like basis, including the US Coffee and
Solubles business transferred to TCP UK in the previous year.

Growth was largely driven by price increases in US coffee,
supported by higher volumes. Operating profit was lower during
the year, reflecting margin contraction due to elevated coffee
costs and the impact of US tariffs, partly offset by pricing actions
and continued focus on cost optimisation. Profit after tax at
Rs. 333 Crores, lower by 20% year-on-year, primarily on account
of lower operating profits and lower net interest income.

US Branded Business delivered strong revenue growth, with
revenues of Rs. 2,202 Crores, representing an increase of 23%
in constant currency. Growth was driven by multiple price
increases and a 3% increase in coffee volumes, partly offset
by lower tea volumes. The coffee portfolio continued to gain
market share, growing ahead of the category on both volume
and value terms, while tea market share declined. Gross
margins remained under pressure due to higher coffee costs
and the continued impact of US tariffs.

UK revenues stood at Rs. 1,514 Crores, marginally lower by
1% in constant currency. Lower volumes were partly offset
by price increases implemented during the year. Market share
declined on account of volume softness, however, early signs of
recovery emerged towards the latter part of the year following
targeted interventions to arrest the decline. Consumer-focused
campaigns were continued through the year to drive brand
momentum. Operating profit improved, supported by margin
expansion arising from pricing actions and effective cost
control, partly offset by higher brand investment.

Canada business revenues remained stable at Rs. 468 Crores
in constant currency. Lower volumes in black tea were offset
by strong growth in specialty teas, resulting in a favourable
mix. Specialty teas recorded significant growth in both volume
and value, driving an increase in market share and reinforcing
Tetley’s position as the fastest-growing brand in the specialty
tea segment in Canada. The focus on premiumisation
continued to yield positive outcomes in terms of volume
growth and share gains.

Other smaller markets delivered mixed performance, with
revenues broadly flat compared to the previous year.
Growth in Joekels (South Africa), driven by price increases in
black and green teas, was partly offset by softer volume in
rooibos. Europe, Australia, and International Growth markets
witnessed revenue decline due to volume softness, while the
Middle East was impacted by shipping disruptions arising
from geopolitical challenges.

Capital Foods Private Limited, India (‘CFPL'):

CFPL legal entity revenue for the year stood at Rs. 790
Crores, while the total revenue at Group level for the Capital

Foods business aggregated to Rs. 839 Crores, representing a
growth of 5% year-on-year. Growth was primarily driven by
the domestic market, while the exports business witnessed a
decline due to geopolitical challenges. Domestic performance
was impacted by certain transitory issues, including a
GST rate change in the early part of the year, however, the
business recovered strongly in the second half. The exports
business faced headwinds from tariff pressures and ongoing
geopolitical disruptions during the second half of the year.

During the year, the launch of the new Agent Ching campaign,
anchored by a distinctive long-format advertisement, achieved
record-breaking reach. This was complemented by sustained
marketing investments across platforms, helping maintain
brand momentum, particularly in the domestic market.

Organic India Private Limited, India (‘OIPL'):

OIPL which operates through legal entities in India and the
US, recorded consolidated revenues of Rs. 468 Crores during
the year. Total revenue at the Group level for the Organic India
business aggregated to Rs. 478 Crores, reflecting a strong
year-on-year growth of 28%. Growth was broad-based
across geographies, with both the Domestic and International
businesses contributing to the overall performance. In the
domestic market, revenue growth was supported by improved
performance in the Supplements and Packaged Foods
portfolios. In terms of Channels, significant incremental growth
compared to the previous year was driven by the e-commerce
and Modern Trade channels. The US business delivered robust
growth, primarily led by strong traction in Supplements.

Tata Coffee Limited, India (‘TCL'):

TCL reported revenue of Rs. 755 Crores for the year, reflecting
a growth of 7% over the previous year. Revenue growth was
driven by improved realisations, partly offset by lower volumes
in both tea and coffee. Profit from operations declined during
the year as margins normalised following the correction in
coffee terminal prices and reversal of fair valuation gains
in coffee plantations in the previous year. Profit before
exceptional items and tax at Rs. 121 Crore, declining by 27%
year-on-year, driven primarily by lower operating profitability.
Profit after tax for the year at Rs. 109 Crores, lower by 30%
compared to the previous year.

Tata Coffee Vietnam Company Limited, Vietnam (‘TCV'):

TCV recorded revenue from operations of Rs. 651 Crores during
the year, representing a strong growth of 84% (76% in constant
currency) over the previous year. The growth was driven by
higher volumes and improved realisations, supported by a
more favourable demand environment as coffee terminal prices

corrected to lower levels.Profit after tax for the year at Rs. 26
Crores, lower by 23% year-on-year. The decline was primarily
due to lower margins, partly offset by the increase in volumes.

JOINT VENTURE

Tata Starbucks Private Limited, India (‘TSPL'):

TSPL reported revenue from operations of Rs. 1,367 Crores
during the year, representing a growth of 7% over the previous
year. Growth was primarily driven by store expansion, with
the Company opening 23 net new stores during the year. The
count of stores stood at 502 stores across 80 cities, reinforcing
TSPL’s position as the largest organised cafe operator in India
by store count.

Same-store sales growth (SSSG) was positive for the year.
Store additions were calibrated and phased, with a clear focus
on improving profitability and operational efficiency. During the
year, TSPL achieved the significant milestone of 500 stores,
further strengthening its leadership position in the organised
cafe segment. Continued innovation and new product launches
supported revenue growth, while focused cost optimisation
initiatives contributed positively to the bottom line.

ASSOCIATES

Amalgamated Plantations Private Limited, India (‘APPL'):

APPL reported revenue from operations of Rs. 803 Crores
during the year, representing a decline of 7% compared to
the previous year. The decrease was primarily attributable to
lower volumes and lower price realisations. Crop output for
the year was adversely impacted due to pest infestations in
certain regions.

Profit after tax for the year was lower than the previous
year, largely reflecting the impact of lower crop, volumes and
softer realisations.

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

KDHP reported revenue from operations of Rs. 497 Crores
during the year, marginally lower by 2% compared to the
previous year. The decline was primarily on account of lower
volumes, partly offset by improved realisations.

Profit after tax improved significantly year-on-year, driven by
higher crop output and better realisations. Performance during
the year benefitted from a recovery in operations, which had
been severely impacted in the previous year due to adverse
weather conditions.

BOARD OF DIRECTORS

The Board of Directors of the Company consists of individuals
with strong experience, integrity and leadership capabilities.
The Directors bring valuable financial knowledge and
strategic understanding to the Board. They are committed to
the Company and devote adequate time to Board meetings
and their preparation.

As on March 31, 2026, the Board comprised of 7 Directors,
including 4 Independent Directors, 1 Non-Executive,
Non-Independent Director, and 2 Executive Directors.
Details of the Board composition are provided in the
Corporate Governance Report, which forms part of this
Integrated Annual Report.

In line with the requirements of the SEBI Listing Regulations, the
Board has identified the key skills, expertise and competencies
required for effective oversight of the Company’s business.
Details of the core skills and competencies of the Directors are
set out in the Corporate Governance Report, which forms part
of this Integrated Annual Report.

The Board is of the opinion that all Directors, including the
Director re-appointed during the year under review, have the
required qualifications, experience and expertise and maintain
high standards of integrity.

The criteria for determining the qualifications, positive
attributes and independence of Directors are set out in the
Policy on Nomination, Appointment and Removal of Directors,
which is available on the Company’s website athttps://www.
tataconsumRr.com/investors/policiRs

Re-appointment/ Resignation of Directors during
FY 2025-26

Mr. N. Chandrasekaran (DIN: 00121863), Non-Executive, Non¬
Independent Director of the Company, who retired by rotation
in terms of Section 152(6) of the Act, was re-appointed
by the Members at the 62^nd Annual General Meeting held
on June 18, 2025.

Mr. P. B. Balaji (DIN: 02762983) Non-Executive, Non¬
Independent Director of the Company, ceased to be a Director
of the Company with effect from November 03, 2025, 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

Mr. Ajit Krishnakumar (DIN: 08002754), Executive Director
& Chief Operating Officer of the Company, retires by

rotation at the ensuing AGM and being eligible, seeks
re-appointment in terms of the provisions of the Companies
Act, 2013 and terms of his appointment.

Re-appointment of Independent Director

Dr. K. P. Krishnan (DIN: 01099097) has been re-appointed by
the Board, based on the recommendation of the Nomination
and Remuneration Committee (‘NRC’) and in accordance
with the provisions of the Companies Act, 2013 and the SEBI
Listing Regulations, as a Non-Executive, Independent Director
for a second term of 5 consecutive years commencing from
October 22, 2026 to October 21, 2031, subject to shareholders’
approval by way of a Special Resolution at the ensuing Annual
General Meeting.

Resolutions seeking the re-appointment of Mr. Ajit Krishnakumar
and Dr. K. P. Krishnan form part of the Notice convening the
ensuing Annual General Meeting scheduled to be held on
June 10, 2026. The profiles along with other relevant details
of Mr. Ajit Krishnakumar and Dr. K. P. Krishnan are provided
in the annexure to the Notice of the Annual General Meeting.

Pecuniary relationship or transactions with the Company

During the year under review, the Non-Executive Directors of
the Company had no pecuniary relationship or transactions
with the Company, other than sitting fees, commission 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, 2026, Ms. Shikha Sharma, Mr. Bharat Puri,
Dr. K. P. Krishnan and Mr. David Crean were Independent
Directors of the Company.

Independent Directors have submitted declarations confirming
that they meet the criteria of independence as prescribed under
Section 149(6) of the Companies Act, 2013, read with the relevant
rules, and Regulation 16(1)(b) of the SEBI Listing Regulations.
They have also confirmed continued compliance with the Code
of Conduct for Independent Directors set out in Schedule IV to
the Act. Further, in accordance with Regulation 25(8) of the SEBI
Listing Regulations, the Independent Directors have affirmed that
they are not aware of any circumstance or situation existing or
anticipated, that could affect their ability to exercise independent
judgement or discharge their duties objectively and without
external influence. The Directors have also confirmed that they
are not debarred from holding the office of director by any order
of SEBI or any other authority.

In the opinion of the Board, there has been no change in the
circumstances that could affect the independence of the

Independent Directors. The Board is satisfied with the integrity,
expertise and experience of all the Independent Directors,
including their proficiency as required under Section 150(1) of
the Act and the applicable rules. Further, in accordance with
Section 150 of the Act read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014,
the Independent Directors have included their names in the
Independent Directors’ data bank and have complied with the
requirement of passing the proficiency test, as applicable.

Board Meetings

The Board of Directors meet regularly to review the Company’s
business policies, strategies and key governance matters.
Effective oversight of operations is ensured through quarterly
meetings supported by detailed presentations. Board and
Committee meetings are planned well in advance, and a
tentative annual calendar is shared with Directors ahead of time
to help them plan their schedules and participate effectively.

As permitted under applicable law, approvals for urgent
or special matters, if required, may be obtained through
resolutions passed by circulation or by convening meetings
at shorter notice. During the year under review, no Board or
Committee meetings were convened at shorter notice.

The agenda for Board and Committee meetings is circulated
along with detailed notes on the items to be discussed,
enabling Directors to take informed decisions.

During the year under review, six (6) meetings of the Board
of Directors were held, details of which are provided in the
Corporate Governance Report, which forms part of this
Integrated Annual Report. The gap between two consecutive
meetings did not exceed 120 days, in compliance with the
Companies Act, 2013 and the SEBI Listing Regulations.

KEY MANAGERIAL PERSONNEL

As on March 31, 2026, 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

COMMITTEES OF THE BOARD

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

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee

• Corporate Social Responsibility & Sustainability Committee

Details 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
part of this Integrated Annual Report.

In addition to the above, the Board has also formed other
Committees including Executive Committee, Scheme
Implementation Committee, International Restructuring
Committee, Divestment Committee, Capital Raising
Committee, WOS Scheme Implementation Committee,
Allotment Committee and TRIL C Committee.

BOARD GOVERNANCE

The Board composition reflects an in-depth understanding
of the Company’s business, including its strategy, operating
environment, operations, financial position and compliance
requirements. The Board comprises of individuals with the
requisite skills and experience to effectively oversee the
Company’s affairs.

The Nomination and Remuneration Committee (‘NRC’) of
the Board is entrusted with the responsibility of developing
competency requirements for the Board, taking into account
the industry in which the Company operates and its
overall strategy.

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

In line with the requirements of Section 178 of the Act and
Regulation 19 of the SEBI Listing Regulations, the Nomination
and Remuneration Committee (‘NRC’) has framed, and the
Board has approved, a Policy on Nomination, Appointment
and Removal of Directors, which also incorporates the Board
Diversity Policy (the ‘NRC Policy’). The NRC Policy is available
on the Company’s website at www.tataconsumer.com/
investors/policies

The NRC advises the Board on matters relating to the
appointment / re-appointment of Directors, Key Managerial
Personnel and Senior Management. As part of its

responsibilities, the NRC undertakes periodic assessment of
the Board’s composition through a gap analysis, including at
the time when the appointment or re-appointment of a Director
is considered, to ensure appropriate Board Composition.

The NRC also evaluates potential candidates by assessing
their profiles against the required skills and competencies,
conducting reference checks and due diligence, and interacting
with shortlisted candidates before recommending their
appointment to the Board. Upon appointment, the selected
individual is briefed on the role and responsibilities, including
the level of expertise and contribution expected.

The Company’s governance guidelines place emphasis on
the composition of the Board and its Committees, the roles
and responsibilities of the Board and Directors (including the
Chairman), Board diversity, and the tenure of Directors.

As per the Company’s policy on retirement of Directors,
Managing Director and Executive Directors retire at the age of
65 years, Non-Executive, Non-Independent Directors at 70
years, and Non-Executive, Independent Directors at 75 years.

Board Diversity

The Company values diversity on the Board and considers
it an important contributor to effective leadership and
sustainable growth. The Company believes that a diverse
Board, with varied perspectives, experience, skills and
backgrounds, including regional and industry exposure,
cultural and geographical background, age, ethnicity and
gender, enhances the quality of deliberations and supports
the Company’s competitive positioning.

In this regard, the Board has adopted a Board Diversity
Policy as part of the Nomination and Remuneration
Committee Policy, which defines the Company’s approach
to ensuring appropriate diversity among the Directors.
The policy is available on the Company’s website at
www.tataconsumRr.com/investors/policiRs

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, KMPs,
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 performance
shares units (Long-Term Incentive).

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

Non-Executive Directors, including Independent Directors,
are compensated by way of sitting fees for their participation
in meetings of the Board and the Board Committees. The
remuneration structure applicable to such Directors is
governed by the Company’s Remuneration Policy and includes
components such as sitting fees and commission, as may be
applicable. The remuneration is determined with a view to
recognising the time devoted, the contributions made and the
responsibilities discharged by the Directors and is structured
to facilitate effective functioning of the Board.

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 Chairperson
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 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 will be made towards commission to Mr. P. B. Balaji,
Non-Executive, Non-Independent Director of the Company for
his tenure as a Director of the Company.

Board Evaluation

The annual evaluation of the performance of the Board of
Directors, its Committees and Individual Directors were carried
out in accordance with the provisions of the Act, the SEBI
Listing Regulations and applicable governance guidelines. The
Nomination and Remuneration Committee (‘NRC’) conducted
the internal evaluation process for assessing the performance
of the Board, its Committees and Individual Directors.

The Board and the NRC reviewed the performance of Individual
Directors on the basis of criteria such as preparedness for
meetings, meaningful and constructive participation and the
quality of inputs provided during deliberations. In addition, the
Board assessed the adequacy, timeliness and effectiveness of
the flow of information between the Company’s Management
and the Board to enable informed decision-making.

In a separate meeting of the Independent Directors, the
performance of the Non-Independent Directors, the Board as
a whole and the Chairman of the Company was evaluated.
The outcomes of the evaluation process were discussed by
the Board. Further details on the Board Evaluation Process are
provided in the Corporate Governance Report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND
THEIR ADEQUACY

The Company has a comprehensive system of internal controls
and has established adequate policies and procedures to
ensure the orderly and efficient conduct of its business.
These controls include adherence to the Company’s policies,
safeguarding of assets, prevention and detection of frauds
and errors, accuracy and completeness of accounting records,
and the timely preparation of reliable financial disclosures.
The Company’s internal control systems are commensurate
with the nature of its business and the complexity of its
operations, and the internal financial controls relating to the
financial statements are adequate and operating effectively.

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 to the
Management Discussion and Analysis, which forms part of
this Integrated Annual 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 prioritisation
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

The Company strongly believes in the Tata Group’s philosophy of
giving back to the community and recognises the important role
played by communities in the growth of its business. Anchored
in its purpose of “For Better Living”, the Company’s approach
is guided by actions focused on For Better Communities, For
Better Nutrition, For Better Sourcing, and For Better Planet.

The Company’s CSR activities, projects, and programmes are
undertaken in compliance with the provisions of Section 135 of
the Act, read with the rules made thereunder. These initiatives
are distinct from activities carried out in the normal course

of business. During the year under review, the Company’s
CSR interventions focused on key thematic areas including
water, nutrition, affordable healthcare, empowerment of
persons with disabilities, rural development, and education
& skilling. Collectively, these initiatives contribute to the
achievement of relevant United Nations Sustainable
Development Goals (SDGs).

In addition to the projects undertaken pursuant to Section
135 of the Act, Company has implemented several other
sustainability and responsible business initiatives across
its global operations, reflecting its broader commitment to
responsible and sustainable business practices. A detailed
CSR Report, containing particulars as prescribed under the
Companies (Corporate Social Responsibility Policy) Rules,
2014, forms part of this Report and is provided in Annexure 1.

The Company’s CSR Policy is available on its website and can
be accessed at: www.tataconsumRr.com/investors/policiRs

Pursuant to Rule 8 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014, the Company undertook
impact assessments of eleven (11) CSR projects during
FY 2025-26 for projects implemented in FY 2024-25, through
SoulAce Consulting Private Limited, an independent external
agency. The impact assessment report is available on the
Company’s website and can be accessed 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 2025-26, along with BRSR Core and reasonable assurance
opinion statement provided by the British Standards
Institution (BSI), independent agency forms an integral part
of this 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 Company has adopted an integrated reporting approach
and prepares its Integrated Report in line with the International
Integrated Reporting Framework issued by the Value
Reporting Foundation (VRF). The Report brings together the
Company’s strategy, governance and performance to explain

how these elements collectively support value creation over
the short, medium and long term. It reflects the Company’s
integrated thinking and provides stakeholders with a holistic
understanding of its approach to sustainable value creation.
The narrative disclosures in the Integrated Report are guided
by the principles of the Integrated Reporting Framework
developed by the International Integrated Reporting Council.

CORPORATE GOVERNANCE REPORT

As required under Regulation 34 read with Schedule V of the
SEBI Listing Regulations, the Corporate Governance Report
forms part of this Integrated Annual Report. The certificate
from a Practicing Company Secretary certifying compliance
with the corporate governance norms in terms of the SEBI
Listing Regulations is annexed to the Corporate Governance
Report, which forms part of this Integrated Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Integrated Annual Report contains a dedicated section on
the Management Discussion and Analysis Report, prepared in
line with Regulation 34 of the SEBI Listing Regulations. This
section also covers the consolidated operations, reflecting the
global footprint of our business.

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 2025-26.

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, 2026:

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 59^th
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 five (5) years,
commencing from the conclusion of the 59^th Annual General
Meeting until the conclusion of the 64^th Annual General
Meeting to be held in the year 2027. The Members also
approved the remuneration for FY 2022-23 payable to Deloitte
and authorised the Board of Directors to finalise the terms
and conditions of re-appointment, including remuneration of
the Statutory Auditors for the remaining period, based on the
recommendation of the Audit Committee.

Further, the Board at its meeting held on March 6, 2026, based
on the recommendation of the Audit Committee, approved
the proposal relating to appointment of M/s Price Waterhouse
Coppers Chartered Accountants LLP, (ICAI Firm Registration No.
012754N/N500016), as the Statutory Auditors of the Company
for a term of five consecutive years commencing from the
conclusion of the 64^th Annual General Meeting to be held in the
year 2027 up to the conclusion of the 69^th AGM to be held in the
year 2032, subject to Shareholders’ approval and other statutory
requirements and in accordance with the laws and regulations
in India and other jurisdictions as applicable. The above proposal
shall be placed before the Members at 64^th AGM to be held in the
year 2027 for their approval.

For the financial year 2025-26, the Statutory Auditors’ Report
does not contain any qualifications, reservations, adverse
remarks or disclaimers.

Further, no fraud has been reported by the Statutory Auditors
as specified under Section 143(12) of the Companies Act, 2013,
for the year under review. The Statutory Auditors have also
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 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, based on the recommendation of the
Audit Committee and the Board of Directors, Members of the
Company at the Annual General Meeting held on June 18, 2025,
approved the appointment 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, commencing from April 1,
2025 until March 31, 2030.

The Members also approved the remuneration for FY 2025-26
payable to the Secretarial Auditor and authorised the Board
of Directors to finalise the terms and conditions of the
appointment, including remuneration of the Secretarial Auditor
for the remaining period, based on the recommendation of the
Audit Committee.

The Secretarial Audit Report for the Financial Year ended
March 31, 2026, 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

Pursuant to Section 148(1) of the Act, the Company has,
during the year under review, maintained such cost accounts
and records as specified by the Central Government. The said
cost accounts and records for FY 2025-26 are subject to audit
by M/s Shome and Banerjee, Cost Auditors of the Company.

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 2026¬
27. A resolution seeking approval of the Shareholders to ratify
the remuneration payable to the Cost Auditors for FY 2026-27
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 approved by the Board is hosted on the Company’s
website and can be accessed at www.tataconsumer.com/
investors/policies.

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 2025-26, 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 2025-26, the total transaction between the Company and
Capital Foods Private Limited (‘CFPL’), an unlisted subsidiary
of the Company, exceeded the thresholds prescribed under
Regulation 23(4) of the SEBI Listing Regulations. Accordingly,
the transaction required the approval of the Shareholders. The
Audit Committee approved the transaction at its meeting held on
July 22, 2025, after confirming that it was in the ordinary course
of business and on an arm’s length basis. The proposal was
then voluntarily placed before the Board of Directors, and the

Board approved the same. Thereafter, an Ordinary Resolution
was passed by the Members of the Company with the requisite
majority through Postal Ballot on Thursday, October 23, 2025.
For detailed information on the transaction, please refer to the
Postal Ballot Notice dated July 23, 2025, which is available on
the Company’s website and can be accessed at:https://www.
tataconsumer.com/sites/g/files/gfwrlq316/files/2025

During the year under review, none of the transactions with
related parties were material in nature or within the scope
of Section 188(1) of the Act. Accordingly, no 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 is required to be provided in Form No. AOC-2 and
hence the same is not provided. The details of the transactions
with related parties during FY 2025-26 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, 2026, is available on the
Company’s website and can be accessed athttps://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, no significant or material orders
were passed by any Regulatory authority or Court that could
have an adverse impact on the going concern status of the
Company or its future operations.

PARTICULARS OF LOANS, GUARANTEES, AND
INVESTMENTS BY THE COMPANY

The financial statements contain the requisite disclosures in
respect of loans, guarantees and investments covered under
Section 186 of the Act.

VIGIL MECHANISM

The Company has established a vigil mechanism that enables
Directors and employees to report concerns relating to
unethical behaviour, actual or suspected fraud, or any violation
of the Code of Conduct / business ethics. The mechanism also
provides for reporting any instance of leak of Unpublished Price
Sensitive Information. The vigil mechanism includes adequate
safeguards against victimisation of the Director(s) and
employee(s) who use this facility. No person has been denied
access to the Chairman of the Audit Committee. The Company’s
Whistle-Blower Policy is available 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 upholds a zero-tolerance policy toward sexual
harassment at the workplace and remains committed to
providing a safe, respectful, and inclusive working environment
for all employees. In line with the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and the applicable rules, the Company has instituted
a comprehensive framework for the prevention, prohibition,
and redressal of sexual harassment.

Policy on Prevention of Sexual Harassment can be accessed
athttps://www.tataconsumer.com/investors/policies

During the year, the Policy on Prevention of Sexual Harassment
(‘POSH’) was reviewed and updated, and the composition
of the Internal Committee (‘IC’) was revised to ensure full
compliance with statutory requirements and to strengthen the
governance framework.

Awareness and sensitisation programmes were conducted
during the year to strengthen employee understanding of
appropriate workplace conduct and the avenues available for
grievance redressal. Additionally, quarterly meetings of the IC
were held to brief members on updates to relevant legislation
and to further enhance their capability in conducting
investigations and complying with other legal mandates.

During the year under review, the IC received a total of 13
complaints (India and International). As on March 31, 2026, 10
complaints had been resolved and closed, while 3 complaints
were under investigation with the IC and were within the 90 days
timeframe. No complaints remained pending beyond 90 days.

COMPLIANCE WITH MATERNITY BENEFIT

The Company continues to prioritise the welfare and
supportive measures for women employees, ensuring
full compliance with the Maternity Benefit Act, 1961 and
implementing several additional initiatives focused on their
well-being, safety, and professional support.

SECRETARIAL STANDARDS

During the year under review, the Company has complied with
all the applicable Secretarial Standards on Board Meetings
and General Meetings issued by The Institute of Company
Secretaries of India, as mandated under Section 118 of the Act.

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, 2026.

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 would like to place on record their appreciation
to the Company’s employees for their dedication and
contribution. The Directors also thank the Company’s
customers, vendors, investors and consultants/advisors for
their continued support.

The Directors acknowledge the co-operation and support
extended by the Government of India, the Governments of
various States in India, the Governments of various countries
and the concerned Government departments.

The Directors also value the contribution made by every
Member, employee and their families.

On behalf of the Board of Directors
N. Chandrasekaran

Place: Mumbai Chairman

Date: May 08, 2026 (DIN: 00121863)