Notes to Accounts of Tata Consumer Products Ltd.

Mar 31, 2025

(k) Provisions, Contingent Liabilities and Contingent
Assets

Provisions are recognised when the Company has
a present obligation (legal or constructive) as a
result of a past event, it is probable that an outflow
of economic benefits will be required to settle the
obligation, and a reliable estimate can be made of
the amount of the obligation.

The amount recognised as a provision is the best
estimate of the consideration required to settle the
present obligation at the end of the reporting period,
taking into account the risks and uncertainties
surrounding the obligation.

These estimates are reviewed at each reporting
date and adjusted to reflect the current best
estimates. If the effect of the time value of money
is material, provisions are discounted. The discount
rate used to determine the present value is a pre¬
tax rate that reflects current market assessments
of the time value of money and the risks specific to
the liability. The increase in the provision due to the
passage of time is recognised as interest expense.

Contingent liabilities exist when there is a possible
obligation arising from past events, the existence of
which will be confirmed only by the occurrence or non¬
occurrence of one or more uncertain future events
not wholly within the control of the Company, or a
present obligation that arises from past events where
it is either not probable that an outflow of resources
will be required or the amount cannot be reliably
estimated. Contingent liabilities are appropriately
disclosed unless the possibility of an outflow of
resources embodying economic benefits is remote.

A contingent asset is a possible asset arising from
past events, the existence of which will be confirmed
only by the occurrence or non-occurrence of one
or more uncertain future events not wholly within
the control of the Company. Contingent assets are
not recognised till the realisation of the income is
virtually certain. However the same are disclosed
in the financial statements where an inflow of
economic benefit is possible.

(l) Income Tax

i) Current Income Tax:

Current Income Tax is measured at the amount
expected to be paid to the tax authorities in
accordance with Income Tax Act, 1961.

ii) Deferred Tax:

Deferred tax is provided using the balance
sheet approach on temporary differences
between the tax bases of assets and liabilities
and their carrying amounts for financial
reporting purposes at the reporting date.
Deferred tax assets are recognised to the
extent that it is probable that taxable profit
will be available against which the deductible
temporary differences, and the carry forward
of unused tax credits and unused tax losses
can be utilised.

The tax rates and tax laws used to compute
the tax are those that are enacted or
substantively enacted at the reporting date.
Current income tax and deferred tax relating

to items recognised directly in equity is
recognised in equity and not in the statement
of profit and loss.

Deferred tax assets and liabilities are offset
when there is a legally enforceable right to
offset current tax assets against current tax
liabilities and when the deferred income taxes
assets and liabilities relate to income taxes
levied by the same taxation authority on either
the same taxable entity or different taxable
entities where there is an intention to settle the
balances on a net basis.

(m) Foreign currency and translations

i) Functional and presentation currency

Items included in the financial statements of
the Company are measured using the currency
of the primary economic environment in which
the Company operates (“functional currency”).
The financial statements are presented in
Indian Rupees (INR), which is the functional
currency of the Company.

ii) Foreign currency transactions and balances

Transactions in foreign currencies are recorded
at the exchange rate at the date of the
transaction. Monetary assets and liabilities in
foreign currencies are translated at the year-
end rate. Any resultant exchange differences
are taken to the statement of profit and loss,
except when deferred in other comprehensive
income as qualifying cash flow hedges. Non¬
monetary assets and liabilities denominated in
a foreign currency and measured at historical
cost are recorded at the exchange rate
prevalent at the date of transaction.

(n) Revenue from contracts with customer

Revenue from contract with customers is recognised
when the Company satisfies performance
obligation by transferring promised goods and
services to the customer. Performance obligations
maybe satisfied at a point of time or over a period
of time. Performance obligations satisfied over a
period of time are recognised as per the terms of
relevant contractual agreements/ arrangements.

Performance obligations are said to be satisfied at
a point of time when the customer obtains controls
of the asset or when services are rendered.

Revenue is measured based on transaction price (net of
variable consideration) allocated to that performance
obligation. The transaction price of the goods and
services to a customer is based on the price specified
in the contract and is net of variable consideration
on account of estimated sales incentives / discounts
offered by the Company. Accumulated experience is
used to estimate and provide for the discounts/ right
of return, using the expected value method.

A refund liability is recognised for expected sale
returns and corresponding assets are recognised
for the products expected to be returned.

The Company recognises as an asset, the
incremental costs of obtaining a contract with a
customer, if the Company expects to recover those
costs. The said asset is amortised on a systematic
basis consistent with the transfer of goods or
services to the customer.

(o) Government Grant

Government grants including any non-monetary
grants are recognised where there is reasonable
assurance that the grant will be received and
all attached conditions will be complied with.
Government grants are recognised in the statement
of profit and loss on a systematic basis over the
periods in which the related costs, which the grants
are intended to compensate, are recognised as
expenses. Government grants related to property,
plant and equipment are presented at fair value
and grants are recognised as deferred income.

(p) Leases

As a lessee

At inception of a contract, the Company assesses
whether a contract is or contains a lease. A contract
is, or contains, a lease if a contract conveys the
right to control the use of an identified asset for
a period of time in exchange for consideration. To
assess whether a contract conveys the right to
control the use of an identified asset, the Company
assesses whether:

- the contract conveys the right to use an
identified asset;

- the Company has the right to obtain
substantially all the economic benefits from use
of the asset throughout the period of use; and

- the Company has the right to direct the use of
the identified asset.

At the date of commencement of a lease, the
Company recognises a right-of-use asset (“ROU
assets”) and a corresponding lease liability for all
leases, except for leases with a term of twelve months or
less (short-term leases) and low value leases. For short¬
term and low value leases, the Company recognises the
lease payments as an operating expense on a straight¬
line basis over the term of the lease. Company has
considered all leases where the value of an underlying
asset does not individually exceed Rs.0.05 crores, or
equivalent as a lease of low value assets.

Certain lease arrangements includes the options to
extend or terminate the lease before the end of the
lease term. Lease payments to be made under such
reasonably certain extension options are included in
the measurement of ROU assets and lease liabilities.

Lease liability is measured by discounting the lease
payments using the interest rate implicit in the lease
or, if not readily determinable, using the incremental
borrowing rates in the country of domicile of the leases.
Lease liabilities are remeasured with a corresponding
adjustment to the related right of use asset if the
Company changes its assessment of whether it will
exercise an extension or a termination option.

Lease payments are allocated between principal
and finance cost. The finance cost is charged to the
statement of profit and loss over the lease period so
as to produce a constant periodic rate of interest on
the remaining balance of the liability for each period.

The ROU assets are initially recognised at cost, which
comprises the initial amount of the lease liability
adjusted for any lease payments made at or prior to
the commencement date of the lease plus any initial
direct costs less any lease incentives and restoration
costs. They are subsequently measured at cost less
accumulated depreciation and impairment losses, if

any. ROU assets are depreciated on a straight-line
basis over the asset’s useful life (refer 2.2(b)) or the
lease whichever is shorter.

Impairment of ROU assets is in accordance with
the Company’s accounting policy for impairment of
tangible and intangible assets.

As a lessor

Lease income from operating leases where the Company
is a lessor is recognised in the statement of profit and
loss on a straight- line basis over the lease term.

(q) Borrowing Costs

Borrowing costs consist of interest, ancillary and
other costs that the Company incurs in connection
with the borrowing of funds and interest relating
to other financial liabilities. Borrowing costs also
include exchange differences to the extent regarded
as an adjustment to the borrowing costs.

Borrowing costs directly attributable to the
acquisition, construction or production of an asset
that necessarily takes a substantial period of time to
get ready for its intended use or sale are capitalised
as part of the cost of the asset. All other borrowing
costs are expensed in the period in which they occur.

(r) Exceptional Items

Exceptional items are disclosed separately in the
financial statements where it is necessary to do so
to provide further understanding of the financial
performance of the Company. These are material
items of income or expense that have to be shown
separately due to their nature or incidence.

(s) Earnings per share

The Company presents basic and diluted earnings
per share data for its ordinary shares. Basic earnings
per share is calculated by dividing the profit or loss
attributable to ordinary shareholders of the Company
by the weighted average number of ordinary shares
outstanding during the year. Diluted earnings per
share is determined by adjusting the profit or loss
attributable to ordinary shareholders and the weighted
average number of ordinary shares outstanding,
adjusted for own shares held and considering the
effect of all dilutive potential ordinary shares.

(t) Segment Reporting

Segments are identified based on the manner in
which the Company’s Chief Operating Decision
Maker (‘CODM’) decides about resource allocation
and reviews performance.

Segment results that are reported to the CODM
include items directly attributable to a segment as
well as those that can be allocated on a reasonable
basis. Segment capital expenditure is the total cost
incurred during the period to acquire property and
equipment and intangible assets including Goodwill.

(u) Events after the reporting period

Adjusting events are events that provide
further evidence of conditions that existed at
the end of the reporting period. The financial
statements are adjusted for such events before
authorisation for issue.

Non-adjusting events are events that are indicative
of conditions that arose after the end of the reporting
period. Non-adjusting events after the reporting
date are not accounted, but disclosed if material.

2.3 Key accounting judgement, estimates and
assumptions

The preparation of the financial statements requires
management to exercise judgment and to make
estimates and assumptions. These estimates and
associated assumptions are based on historical
experiences and various other factors that are believed
to be reasonable under the circumstances. Actual results
may differ from these estimates. The estimates and
underlying assumptions are reviewed on an on-going
basis. Revision to accounting estimates are recognised in
the period in which the estimate is revised if the revision
affect only that period, or in the period of the revision
and future periods if the revision affects both current
and future period.

The areas involving critical estimates or judgements are:

(a) Goodwill and Intangibles

The Company records all intangible assets including
goodwill acquired as part of a business combination
at fair value. In relation to business combinations,
judgement is required to be exercised on determining

the fair values, identification and measurement
of assets acquired and liabilities assumed, in
allocation of purchase consideration, in deciding
the amortisation policy and on tax treatment of
goodwill and intangible assets acquired. Judgement
is also required to be exercised as regards the
manner in which the carrying amount of goodwill
is likely to be recovered for deferred tax accounting
purposes. Appropriate independent professional
advice is also obtained, as necessary. Goodwill has
a useful life which is same as that of underlying
cash generating unit. Intangible assets are assigned
either an indefinite or a finite useful life, depending
on the nature and expected consumption. Goodwill
and indefinite lived intangible assets are as a
minimum, subjected to annual tests of impairment
in line with the accounting policy whereas all other
intangibles assets are amortised. (Refer Note 5)

(b) Depreciation and amortisation

Depreciation and amortisation is based on
management estimates of the future useful lives of
the property, plant and equipment and intangible
assets. Estimates may change due to technological
developments, competition, changes in market
conditions and other factors and may result in changes
in the estimated useful life and in the depreciation and
amortisation charges. (Refer Note 3, 4 and 5)

(c) Employee Benefits

The present value of the defined benefit obligations
depends on a number of factors that are determined
on an actuarial basis using a number of assumptions.
The assumptions used in determining the net cost/
(income) for pensions include the discount rate.
Any changes in these assumptions will impact the
carrying amount of pension obligations.

The Company determines the appropriate discount
rate at the end of each year. This is the interest
rate that should be used to determine the present
value of estimated future cash outflows expected
to be required to settle the pension obligations.
In determining the appropriate discount rate, the
Company considers the interest rates of Government
securities that are denominated in the currency
in which the benefits will be paid and that have

terms to maturity approximating the terms of the
related pension obligation. Other key assumptions
for pension obligations are based in part on current
market conditions. (Refer Note 39)

(d) Fair value of derivatives and other financial
instruments

All financial instruments are required to be fair
valued as at the balance sheet date, as provided in
Ind AS 109 and Ind AS 113. Being a critical estimate,
judgement is exercised to determine the carrying
values. The fair value of financial instruments that
are unlisted and not traded in an active market is

determined at fair values assessed based on recent
transactions entered into with third parties, based
on valuation done by external appraisers etc., as
applicable. (Refer Note 38)

2.4 Recent accounting pronouncements

Ministry of Corporate Affairs (“MCA”) notifies new
standards or amendments to the existing standards
under Companies (Indian Accounting Standards) Rules
as issued from time to time. For the year ended March
31, 2025, MCA has not notified any new standards
or amendments to the existing standards applicable
to the Company.

Branded business within India is treated as a single CGU taking into account way the business is managed and the operating
structures, and as independent cash inflows are generated at the country level.

Value in use i.e. the enterprise value for each CGU is calculated using cash flow projections over a period of 5 years, with
amounts based on medium term strategic plans, subject to experience adjustments. Cash flows beyond the 5 years period are
extrapolated using a long term growth rate.

Key assumptions in the business plans include future revenue, associated future levels of marketing support and other relevant
cost-base. These assumptions are based on historical trends and future market expectations specific to each CGU.

Other key assumptions applied in determining value in use are:

• Long term growth rate - Cash flows beyond the 5 years period are extrapolated using the estimated long-term growth rate
applicable for the geographies in which the CGU operate.

• Discount rate - The discount rate is based on a Weighted Average Cost of Capital (WACC) for comparable companies
operating in similar markets.

c) During the current year, the Company has made an additional equity investment of Rs. 166.04 Crores in Tata Coffee Vietnam
Company Limited, which is a single member limited liability Company.

d) During the year, the Company has completed its internal restructuring initiatives in international operations in the US.
This has led to simplification of the holding structures with reduction of the number of legal entities thereby leading to
operational integration and synergies. Arising from this restructuring the following were undertaken in Tata Tea Extractions
Inc (“TTEI”) and Consolidated Coffee Incorporated (“CCI”):

• TTEI, a WOS incorporated in the US, has transferred its business and substantially all its net assets to Tata Consumer
Products US Holdings Inc (“TCPUSH”), a Wholly owned subsidiary of Tata Consumer Products UK Group Limited
(“TCPG”) - A wholly owned subsidiary of the Company through Tata Consumer Products Capital Limited - (“TCPC”).
Pursuant to this transfer, TTEI has ceased to trade and have adopted a plan for liquidation and dissolution w.e.f May
1, 2024 and will be wound up after the dormancy period as per relevant regulations in the US. Consequent to this
restructure within the Group, the investment in TTEI has accordingly being reallocated to Tata Consumer Products UK
Group Limited at Rs 26.87 Crores and with Tata Consumer Products Capital Limited at Rs 32.86 Crores respectively.

• CCI, a WOS incorporated in the US, has transferred substantially all its net assets to Tata Consumer Products US
Holdings Inc (“TCPUSH”), a Wholly owned subsidiary of Tata Consumer Products UK Group Limited (“TCPG”) - A wholly
owned subsidiary of the Company through Tata Consumer Products Capital Limited- (“TCPC”). This was followed by
a selective buy back of 16.7% equity share capital held by TCPC in CCI. Pursuant to this transfer and buyback, CCI
has ceased to trade and have adopted a plan for liquidation and dissolution w.e.f July 1, 2024 and will be wound up
after the dormancy period as per relevant regulations in the US. Consequent to this restructure within the Group, the
investment in CCI has accordingly being reallocated to Tata Consumer Products UK Group Limited at Rs 125.73 Crores
and with Tata Consumer Products Capital Limited at Rs 107.08 Crores respectively.

e) During the current year, the Company has acquired 100% equity shares of Organic India Private Limited (OIPL), an Indian
Company with a wholly owned subsidiary in the USA pursuant to a share purchase agreement(“SPA”). OIPL is engaged
in the business of manufacturing and sale of organic products including tea, infusions, herbal supplements and packaged
foods under the brand ‘Organic India’ with presence in both domestic and international market. This acquisition will enable
Tata Consumer Products to expand its product portfolio and enable creation of health and wellness platform. The investment
value includes an additional contingent consideration payout to the erstwhile Shareholders based on the terms of SPA, the
Contingent consideration liability has accordingly been recorded under “Other Financial Liabilities” in the balance sheet

f) Investment in preference shares of Amalgamated Plantations Pvt. Ltd (APPL) subscribed in an earlier year of Rs 37.98
Crores [67000000 shares of Rs 10 each] is redeemable with a special redemption premium, on fulfilment of certain
conditions, within 20 years from the date of the issue and are designated as fair value through profit and loss. Preference
shares subscribed to in the financial year 2021-22 and 2022-23 of Rs 156.74 Crores [200000000 shares of Rs 10 each] are
optionally convertible, cumulative, and redeemable carrying an annual coupon rate of 6% with special redemption premium
issued for a period of 10 years and are also designated as fair value through profit and loss.

g) Preference shares of TRIL Constructions Limited are non-cumulative and mandatorily fully convertible within twenty years
from the issue date and the same is carried at cost.

h) Investment carrying values are below Rs. 0.01 crores.

i) Preference shares of TCPL Beverages & Foods Limited (Renamed to Tata Coffee Limited) are Optionally Convertible non¬
cumulative and redeemable preference shares with the term of 8 years.

j) These investments are fully impaired.

k) Acquired fully or partly consequent to amalgamation of erstwhile Tata Coffee Limited with the Company

l) Mutual fund investments represent surplus cash deployed as a part of treasury operations (Refer to Statement of Cashflow)

m) Relating to Power Purchase Agreement entered by the Company.

ii) Rights, preferences and restrictions attached to shares

The Company has one class of equity shares having a par value of Re 1 each. Each shareholder is eligible for one vote
per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the
ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders
are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion
to their shareholding.

iii) Equity shares allotted as fully paid-up (during 5 years preceding March 31, 2025) pursuant to contracts without
payment being received in cash

(a) During the financial year 2023-24, 23823166 equity shares were issued consequent to and as part of the Composite
Scheme of Arrangement between the Company, Tata Coffee Limited and TCPL Beverages & Foods Limited

(b) During the financial year 2022-23, 7459935 equity shares were issued consequent to acquisition of
10.15% additional stake in Tata Consumer Products UK Group Limited, an overseas subsidiary from Tata
Enterprises (Overseas) AG.

B. Measurement of fair values

The basis of measurement in respect to each class of financial asset, financial liability is disclosed in note 2.2(g) of the
financial statement.

The fair value of liquid mutual funds and long term equity investment is based on active market. Fair values of certain non¬
current investment are valued based on discounted cash flow/book value/EBITDA multiple approach. Derivative financial
instruments are generally valued based on Black-Scholes-Merton approach/Dollar offset principles.

C. Financial risk management

The Company has exposure to the following risks arising from financial instruments:

• Credit risk;

• Liquidity risk; and

• Market risk

i. Risk management framework

The Risk Management Committee of the Board is entrusted with the responsibility to assist the Board in overseeing
and approving the Company’s risk management framework. The Company has a comprehensive Risk policy relating
to the risks that the Company faces under various categories like strategic, operational, reputational and other risks
and these have been identified and suitable mitigation measures have also been formulated. The Risk Management
Committee reviews the key risks and the mitigation measures periodically. The Audit Committee has additional
oversight in the area of financial risks and control.

ii. Credit risk

Credit risk is the risk that counterparty will not meet its obligations leading to a financial loss. The Company is
exposed to credit risk arising from its operating (primarily trade receivables) and investing activities including deposits
placed with banks, financial institutions and other corporate deposits. The Company establishes an allowance for
impairment that represents its estimate of expected losses in respect of financial assets. Financial assets are classified
into performing, under-performing and non-performing. All financial assets are initially considered performing and
evaluated periodically for expected credit loss. A default on a financial asset is when there is a significant increase in
the credit risk which is evaluated based on the business environment. The assets are written off when the Company is
certain about the non-recovery.

a. Trade Receivables

The Company has an established credit policy and a credit review mechanism. The Company also covers certain
category of its debtors through a credit insurance policy. In such case the insurance provider sets an individual
credit limit and also monitors the credit risk. The concentration of credit risk arising from trade receivables is
limited due to large customer base.

Management believes that the unimpaired amounts that are past due by more than 90 days are still collectible in
full, based on historical payment behavior and analysis of customer credit risk.

b. Financial instruments and cash deposits

The credit risk from balances / deposits with banks, other financial assets and current investments are managed
in accordance with the Company’s approved policy. Investments of surplus funds are made only with approved
counterparties and within the limits assigned to each counterparties. The limits are assigned to mitigate the
concentration risks. These limits are actively monitored by the Company.

iii. Liquidity Risk

Liquidity risk is the risk that the Company may encounter difficulty in meeting its obligations. The Company monitors
rolling forecast of its liquidity position on the basis of expected cash flows. The Company’s approach is to ensure that
it has sufficient liquidity or borrowing headroom to meet its obligations at all point in time. The Company has sufficient
short term fund based lines, which provides healthy liquidity and these carry highest credit quality rating from reputed
credit rating agency.

iv. Market risk

Market risk is the risk that the fair value of the future cash flows will fluctuate because of changes in the market prices
such as currency risk, interest rate risk and commodity price risk.

a) Currency risk

The Company operates across various geographies and is exposed to foreign exchange risk on its various currency
exposures. The risk of changes in foreign exchange rates relates primarily to the Company’s operating activities
and translation risk, which arises from recognition of foreign currency assets and liabilities.

During the year, the Company has designated certain foreign exchange forward contracts as cash flow hedges
to mitigate the risk of foreign currency exposure on highly probable forecasted transactions. Hedge effectiveness
is determined at inception and periodic prospective effectiveness testing is done to ensure the relationship exist
between the hedged items and hedging instruments, including whether the hedging instruments is expected to
offset changes in cash flows of hedge items.

b) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in market interest rates. The interest rate risk can also impact the provision for retiral benefits. The
Company generally utilises fixed rate borrowings and therefore not subject to interest rate risk, since neither the
carrying amount nor the future cash flows will fluctuate because of change in the market interest rates.

The Company is not exposed to significant interest rate risk as at the respective reporting dates.

c) Price Risk

The price risk is the risk arising from investments held by the Company and classified in the balance sheet either
as fair value through other comprehensive income or at fair value through profit or loss.

The Company’s equity investments are mainly strategic in nature and are generally held on a long term basis.
Further, the current investments are in units of liquid mutual fund and these are not exposed to significant price risk.

d) Commodity Risk

The Company is exposed to the fluctuations in commodity prices mainly for tea, coffee, salt and pulses. Mismatch
in demand and supply, adverse weather conditions, market expectations etc., can lead to price fluctuations. For
tea, the Company manages these price fluctuations by actively managing the sourcing of tea, private purchases
and alternate blending strategies without impacting the quality of the blend. For salt , coffee and pulses, these
fluctuations are managed through active sourcing and commercial negotiation with customers and suppliers
including through appropriate hedging policies.

Fair value represents impact of mark to market value as at year end.

Capital Management

The Company’s objective for capital management is to maximize shareholder wealth, safeguard business continuity
and support the growth of the Company. The Company determines the capital management requirement based
on annual operating plans and long term and other strategic investment plans. The funding requirements are met
through optimum mix of borrowed and own funds.

The Company contributes all its ascertained liabilities towards gratuity to the trust set up for the same. Trustees administer
the contributions made to the trust. As at March 31, 2025 and March 31, 2024, the plan assets have been primarily invested
in insurer managed funds.

Expected Contribution over the next financial year:

The Company is expected to contribute Rs. 15.88 Crores to defined benefit obligation funds for the year ending March 31, 2025.
(iii) Provident Fund

The Company operates Provident Fund Schemes and the contributions are made to recognized funds maintained by the
Company and for certain categories contributions are made to State Plans. The Company has an obligation to fund any
shortfall on the yield of the trust''s investments over the administered rates on an annual basis. The Actuary has provided a
valuation for provident fund liabilities on the basis of guidance issued by Actuarial Society of India and based on the below
provided assumption:

The details of fund and plan asset position are given below:

40. Amalgamation of wholly owned subsidiaries with the Company

The Board of Directors of the Company, in its meeting held on October 31, 2023, has approved the Scheme of Amalgamation of
NourishCo Beverages Limited, Tata SmartFoodz Limited and Tata Consumer Soulfull Private Limited (wholly owned subsidiaries-
WOS) with the Company.

The aforesaid Scheme was sanctioned by Hon’ble National Company Law Tribunal (NCLT) Kolkata Bench vide order dated July
18, 2024. The Scheme has become effective from September 1, 2024 upon filing of the certified copy of the orders passed by
NCLT with the Registrar of Companies. All the assets, liabilities, reserves and surplus of the WOS have been transferred to and
vested in the Company. As part of the scheme of amalgamation, equity shares and preference shares, held by the Company in
the above entities have been cancelled.

The Appointed Date of the Scheme was April 1, 2024.

Accounting Treatment

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 Companies 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.

In addition, pursuant to the scheme of arrangement, the authorised share capital of the Company stands increased, by Rs.
889.00 Crores (equity & preference capital), being the aggregated authorised share capital of these subsidiaries.

Statutory CSR contribution for NourishCo Beverages Limited for FY 2024-25 was Rs. 72 lakhs. The same has been spent by the
company post-merger to fulfil the obligation within March 31, 2025.

* Due to repayment of borrowings taken for acquisition
@ Higher capital employed consequent to acquisition

Note 1: Debt includes lease liabilities

Note 2: Debt service = Interest and Lease payments and Principal Repayments

Note 3: Working Capital = Current Assets - (Current Liabilities - Current maturities of long term borrowings and lease
liabilities - Commercial papers for acquisition funding)

Note 4: EBIT = Profit before exceptional items Finance Costs - Interest and Investment Income

Note 5: Capital Employed = Tangible Net Worth (including non-current investments) Total Debt Deferred Tax Liabilities
ii) Relationship with Struck off Companies

The company does not have any transaction with companies struck off under section 248 of the Companies Act, 2013 or
section 560 of Companies Act, 1956, during the current year and in the previous year.

43. Unless otherwise stated, figures in brackets relate to the previous year. All the numbers have been rounded off to nearest crore.

---

Mar 31, 2024

1)    Certain Plantation land meant for usage as tea plantations and for ancillary activities has been leased by the Company to its associate company Kanan Devan Hills Plantation Company Private Limited for a period of 30 years as part of the restructure in 2005, of its South India Plantation Operation.

2)    Cost of Buildings include Rs. 5.90 Crores (Rs 5.90 Crores) represented by shares in Co-operative Housing Societies / a Company.

3)    Land includes leasehold land amounting to Rs. 0.17 Crores (Rs. 0.17 Crores).

Branded business within India is treated as a single CGU taking into account the way the business is managed and the operating structures, and as independent cash inflows are generated at the country level.

Value in use i.e. the enterprise value for each CGU is calculated using cash flow projections over a period of 5 years, with amounts based on medium term strategic plans, subject to experience adjustments. Cash flows beyond the 5 years period are extrapolated using a long term growth rate.

Key assumptions in the business plans include future revenue, associated future levels of marketing support and other relevant cost-base. These assumptions are based on historical trends and future market expectations specific to each CGU.

Other key assumptions applied in determining value in use are:

•    Long term growth rate - Cash flows beyond the 5 years period are extrapolated using the estimated long-term growth rate applicable for the geographies in which the CGU operate.

•    Discount rate - The discount rate is based on a Weighted Average Cost of Capital (WACC) for comparable companies operating in similar markets.

The cash generating unit is engaged in trading, manufacturing and sale of a portfolio of products catering to every day consumption needs, and have strong market position and growth potential.

Impairment charge

Based on an assessment carried out, there is no impairment charge in the current year.

Sensitivity Analysis

We have performed sensitivity analysis around the base assumptions and have concluded that no reasonable possible changes in key assumptions based on current recent trends would cause the recoverable amount of the CGU to be less than the carrying value.

a) Costs of these unquoted equity instruments have been considered as an appropriate estimate of fair value because of a wide range of possible fair value measurements and cost represent the best estimate of fair value within that range.

b)    During the financial year 2023-24, the Company has invested an amount of Rs.25 Crores in Tata Starbucks Private Limited, Rs 119.91 Crores in Tata SmartFoodz Limited and Rs. 25.45 Crores in Tata Coffee Vietnam Company Limited as equity capital.

c)    During the financial year 2023-24, the Company has acquired the preference shares of Tata Consumer Soulfull Private Limited (TCSPL) held by its erstwhile promoters representing the Contingent Consideration payable on acquisition of TCSPL for a part payment of Rs 30 Crores. The preference share represents the contingent consideration payable as per the terms of the original share purchase agreement. The preference shares are recognized in the books at the value of contingent consideration payable. The residual liability is disclosed under “Other Financial Liabilities” in the balance sheet.

d)    Consequent to amalgamation of erstwhile Tata Coffee Limited (TCL) with the Company (refer note 41), the original Investment in Tata Coffee Limited has been reallocated between its Plantation business and the Remaining business. Investment value with respect to plantation business has been added to Investment in TCPL Beverages & Foods Limited (renamed now as Tata Coffee Limited) and the balance investment has been adjusted in Capital reserves. In addition, Revaluation Reserve of Rs. 21.86 Crores in relation to investment in TCL has now been transferred to Capital Reserve.

e)    During the financial year, the Company has acquired 75% equity shares of Capital Foods Private Limited (CFPL), pursuant to a share purchase agreement and shareholder agreement. An Indian Company engaged in in-home food categories under the brand ‘Ching’s Secret’ and ‘Smith & Jones’. The acquisition of 75% equity shareholding has been completed on February 01, 2024 at a purchase consideration of Rs 3881.25 Crores. The balance 25% shareholding will be acquired within the next three years. This acquisition will enable Tata Consumer Products to expand its product portfolio and further strengthen its pantry platform.

f)    Investment in preference shares of Amalgamated Plantations Private Limited (APPL) subscribed in an earlier year of Rs 37.98 Crores [67000000 shares of Rs 10 each] is redeemable with a special redemption premium, on fulfilment of certain conditions, within 20 years from the date of the issue and are designated as fair value through profit and loss. Preference shares subscribed to in the financial year 2021-22 and 2022-23 of Rs 156.74 Crores [200000000 shares of Rs 10 each] are optionally convertible, cumulative and redeemable carrying an annual coupon rate of 6% with special redemption premium issued for a period of 10 years and are also designated as fair value through profit and loss. The fair value of the preference shares as at March 31, 2024 was reassessed by an independent valuation based on estimated repayment dates and a fair value loss of Rs 52.90 Crores has been recognised in the Statement of Profit and Loss, and disclosed under exceptional items.

g)    The movement of investments in Tata SmartFoodz Limited includes an impairment of Rs 72 crore given the current status of execution of its business plan and for losses incurred on account of impairment of its assets. The discount rate used in measuring the value in use was 19% per annum.

h)    Preference shares of TRIL Constructions Limited are non-cumulative and mandatorily fully convertible within twenty years from the issue date and the same is carried at cost.

i)    Investment carrying values are below Rs. 0.01 crores.

j)    Preference shares of TCPL Beverages & Foods Limited (Renamed to Tata Coffee Limited) are Optionally Convertible noncumulative and redeemable preference shares with the term of 8 years.

k)    These investments are fully impaired.

l)    Acquired fully or partly consequent to amalgamation of Tata Coffee Limited with the Company (Refer note 41).

m)    Mutual fund investments represent surplus cash deployed as a part of treasury operations (Refer to Statement of Cashflow).

n)    Relating to Power Purchase Agreement entered by the Company.

$ secured by mortgage of rights on immovable assets. Loan given during the year for general corporate purposes - Kanan Devan Hills Plantations Company Private Limited Rs Nil (Rs 4 Crores)

^A Outstanding with financial institutions for short duration and yield fixed interest rate. Loans given during the year for general corporate purposes - HDFC Limited Rs Nil (Rs 315 Crores), LIC Housing Finance Limited Rs 126.30 Crores (Rs 70 Crores), Bajaj Finance Limited Rs 350 Crores (Rs 375 Crores).

^AA Outstanding with Tata Coffee Limited - Rs 40 Crores and TRIL Constructions Limited Rs 3 Crores for short duration and yield fixed interest rate. Loans given during the year for general corporate purposes - Tata Smartfoodz Limited Rs 25 Crores (Rs 25 Crores), Infiniti Retail Limited Rs 368 Crores (Rs 215 Crores), TRIL Constructions Limited Rs 3 Crores (Rs Nil), Nourishco Beverages Limited Rs 15 Crores (Rs Nil), Tata Coffee Limited Rs 40 Crores (Rs Nil)

Raw material includes in-transit inventory of Rs. 6.74 Crores (Rs. 32.11 Crores).

Traded Goods includes in transit inventory of Rs 15.23 Crores (Rs. Nil).

During the year ended March 31, 2024- Rs. 24.51 Crores (Rs. 27.53 Crores) was charged to statement of profit and loss for slow moving and obsolete inventories.

ii)    Rights, preferences and restrictions attached to shares

The Company has one class of equity shares having a par value of Re 1 each. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

iii)    Equity shares allotted as fully paid-up (during 5 years preceding March 31, 2024) pursuant to contracts without payment being received in cash

(a)    During the financial year 2023-24, 23823166 equity shares were issued consequent to and as part of the Composite Scheme of Arrangement between the Company, Tata Coffee Limited and TCPL Beverages & Foods Limited (Refer note 41)

(b)    During the financial year 2022-23, 7459935 equity shares were issued consequent to acquisition of 10.15% additional stake in Tata Consumer Products UK Group Limited, an overseas subsidiary from Tata Enterprises (Overseas) AG.

(c) During the financial year 2019-20, 290421986 equity shares were issued consequent to and as part of the merger of Food business of Tata Chemicals Limited with the Company.

The Board of Directors in its meeting held on April 23, 2024 have recommended a final dividend payment of Rs 7.75 per share for the financial year ended March 31, 2024.

*Excludes dividend paid by erstwhile Tata Coffee Limited to its external shareholders transferred to the company consequent to the scheme of arrangement (Refer Note 41). This payment has been aggregated in the Statement of Changes in Equity to reflect the total dividend payout.

Nature and Purpose of Reserve

i.    Capital Reserve

Capital Reserve was created on acquisition of certain plantation business and on account of amalgamation of remaining business of Tata Coffee. (Refer note 41)

ii.    Securities Premium Account

Securities Premium Account was created on issue of shares at premium. These reserves can be utilised in accordance with Section 52 of Companies Act 2013.

iii.    Contingency Reserve

Contingency Reserve are in the nature of free Reserve.

iv.    Amalgamation Reserve

Amalgamation Reserve was created pursuant to the scheme of amalgamation of Asian Coffee Ltd., Coffee Land Ltd., SIFCO Ltd and erstwhile Tata Coffee Ltd.

v.    Share Based Payment Reserve

Share-based Payment Reserve represents amount of fair value, as on the date of grant, of unvested and vested shares not exercised till date, that have been recognised as expense in the statement of profit and loss till date.

Consequent to the amendments in the Income Tax Act, 1961, depreciation on Goodwill is no longer available as a deduction from taxable income with effect from April 01, 2020, except that its written down value is available as a deduction in the event of sale of the underlying business. On goodwill of Rs 3578.51 crore recognised in the financial statements, through business combinations, no additional taxable temporary differences are expected to arise, having regard to the nature of the businesses to which the goodwill relates. (also refer notes 2.3(a) and 6)

Employee Shared based payment incentives

The Company has share based incentives for certain employees under Tata Consumer Products Limited- Share-based Long Term Incentive Scheme 2021 (“TCPL SLTI Scheme 2021”) approved by Nomination and Remuneration Committee (NRC).

As per the scheme, the number of shares that will vest is conditional upon certain performance measures being achieved and will be settled through equity shares only. The performance will be measured over vesting period of 3 years. The shares granted under this scheme is exercisable by employees till one year from date of its vesting.

The Company has granted performance share units at an exercise price of Re 1 per share. Shares granted will vest after 3 years from date of grant. Number of shares that will vest range from 0.5 to 1.2 per performance share unit granted depending on performance measures achieved.

During the Year, Performance share units were granted on April 25, 2023. The estimated fair value of performance share units are based on the quoted share price. The aggregate of the estimated fair values of the performance share units granted is Rs 30.83 Crores (Rs 8.59 crores) which will be recognised in the Statement of Profit and Loss over the vesting period.

30. CAPITAL COMMITMENT

(a)    Estimated amount of contracts remaining to be executed on capital account and not provided for as at March 31, 2024 aggregated Rs. 28.65 Crores (Rs. 17.58 Crores).

(b)    Commitment towards Share Capital contributions in Joint Ventures - Rs. 125.00 Crores (Rs. 25.00 Crores).

31. CONTINGENCIES: (a) Statutory and other Commercial Claims:	Â	Rs. in Crores
Â	Gross	Net of Estimated Tax
(i) Taxes, Statutory Duties/ Levies etc.	46.40	43.94
Â	(43.57)	(41.64)
(ii) Commercial and other Claims	4.75	3.96

(b)    Labour disputes under adjudication relating to some staff - amount not ascertainable.

(c)    The Company has provided corporate guarantees to lending banks on behalf of its overseas wholly owned subsidiary. As on Balance Sheet date, an amount of Rs. 196.34 Crores is outstanding (Rs. 272.35 Crores) to the lending Banks, for which Corporate Guarantee has been provided.

32. Micro enterprises and small enterprises under the Micro, Small and Medium Enterprises Development Act, 2006 have been determined based on the confirmations received in response to intimation in this regard sent by the Company to the suppliers. No interest in terms of Section 16 of Micro, Small and Medium Enterprises Development Act, 2006 or otherwise has either been paid or payable or accrued and remaining unpaid as at March 31, 2024.

Extension and termination options

Extension and termination options are included in a number of property and equipment leases across the Company. These are used to maximise operational flexibility in terms of managing the assets used in Company’s operation. The majority of extension and termination options held are exercisable only by the Company and not by the respective lessor.

38.B SEGMENT DISCLOSURE

The Company has disclosed segment information in the consolidated financial statements which are presented in the same financial report. Accordingly, in terms of Paragraph 4 of Ind AS 108 ‘Operating Segments’, no disclosures related to segments are presented in this standalone financial statements.

B.    Measurement of fair values

The basis of measurement in respect to each class of financial asset, financial liability is disclosed in note 2.2(g) of the financial statement.

The fair value of liquid mutual funds and long term equity investment is based on active market. Fair values of certain noncurrent investment are valued based on discounted cash flow/book value/EBlTDA multiple approach. Derivative financial instruments are generally valued based on Black-Scholes-Merton approach/Dollar offset principles.

C.    Financial risk management

The Company has exposure to the following risks arising from financial instruments:

•    Credit risk;

•    Liquidity risk; and

•    Market risk

i.    Risk management framework

The Risk Management Committee of the Board is entrusted with the responsibility to assist the Board in overseeing and approving the Company’s risk management framework. The Company has a comprehensive Risk policy relating to the risks that the Company faces under various categories like strategic, operational, reputational and other risks and these have been identified and suitable mitigation measures have also been formulated. The Risk Management Committee reviews the key risks and the mitigation measures periodically. The Audit Committee has additional oversight in the area of financial risks and control.

ii.    Credit risk

Credit risk is the risk that counterparty will not meet its obligations leading to a financial loss. The Company is exposed to credit risk arising from its operating (primarily trade receivables) and investing activities including deposits placed with banks, financial institutions and other corporate deposits. The Company establishes an allowance for impairment that represents its estimate of expected losses in respect of financial assets. Financial assets are classified into performing, under-performing and non-performing. All financial assets are initially considered performing and evaluated periodically for expected credit loss. A default on a financial asset is when there is a significant increase in the credit risk which is evaluated based on the business environment. The assets are written off when the Company is certain about the non-recovery.

a. Trade Receivables

The Company has an established credit policy and a credit review mechanism. The Company also covers certain category of its debtors through a credit insurance policy. In such case the insurance provider sets an individual credit limit and also monitors the credit risk. The concentration of credit risk arising from trade receivables is limited due to large customer base.

Management believes that the unimpaired amounts that are past due by more than 90 days are still collectible in full, based on historical payment behavior and analysis of customer credit risk.

b. Financial instruments and cash deposits

The credit risk from balances / deposits with banks, other financial assets and current investments are managed in accordance with the Company’s approved policy. Investments of surplus funds are made only with approved counterparties and within the limits assigned to each counterparties. The limits are assigned to mitigate the concentration risks. These limits are actively monitored by the Company.

iii. Liquidity Risk

Liquidity risk is the risk that the Company may encounter difficulty in meeting its obligations. The Company monitors rolling forecast of its liquidity position on the basis of expected cash flows. The Company’s approach is to ensure that it has sufficient liquidity or borrowing headroom to meet its obligations at all point in time. The Company has sufficient short term fund based lines, which provides healthy liquidity and these carry highest credit quality rating from reputed credit rating agency.

Exposure to liquidity risk

The following are the remaining contractual maturities of financial liabilities (excluding lease liabilities) at the reporting date. The amounts are gross and undiscounted, and exclude the impact of netting agreements.

iv. Market risk

Market risk is the risk that the fair value of the future cash flows will fluctuate because of changes in the market prices such as currency risk, interest rate risk and commodity price risk.

a) Currency risk

The Company operates across various geographies and is exposed to foreign exchange risk on its various currency exposures. The risk of changes in foreign exchange rates relates primarily to the Company’s operating activities and translation risk, which arises from recognition of foreign currency assets and liabilities.

During the year, the Company has designated certain foreign exchange forward contracts as cash flow hedges to mitigate the risk of foreign currency exposure on highly probable forecasted transactions. Hedge effectiveness is determined at inception and periodic prospective effectiveness testing is done to ensure the relationship exist between the hedged items and hedging instruments, including whether the hedging instruments is expected to offset changes in cash flows of hedge items.

b)    Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The interest rate risk can also impact the provision for retiral benefits. The Company generally utilises fixed rate borrowings and therefore not subject to interest rate risk, since neither the carrying amount nor the future cash flows will fluctuate because of change in the market interest rates.

The Company is not exposed to significant interest rate risk as at the respective reporting dates.

c)    Price Risk

The price risk is the risk arising from investments held by the Company and classified in the balance sheet either as fair value through other comprehensive income or at fair value through profit or loss.

The Company’s equity investments are mainly strategic in nature and are generally held on a long term basis. Further, the current investments are in units of liquid mutual fund and these are not exposed to significant price risk.

d)    Commodity Risk

The Company is exposed to the fluctuations in commodity prices mainly for tea, salt, coffee and pulses. Mismatch in demand and supply, adverse weather conditions, market expectations etc., can lead to price fluctuations. For tea, the Company manages these price fluctuations by actively managing the sourcing of tea, private purchases and alternate blending strategies without impacting the quality of the blend. For salt, coffee and pulses, these fluctuations are managed through active sourcing and commercial negotiation with customers and suppliers through appropriate hedging policies.

Capital Management

The Company’s objective for capital management is to maximize shareholder wealth, safeguard business continuity and support the growth of the Company. The Company determines the capital management requirement based on annual operating plans and long term and other strategic investment plans. The funding requirements are met through optimum mix of borrowed and own funds.

Gratuity, Pension and Post Retiral Medical Benefits:

The Company operates defined benefit schemes like retirement gratuity, defined pension benefits and post-retirement medical benefits. There are other superannuation benefits and medical benefits restricted to certain categories of employees/directors in the form of pension, medical and other benefits in terms of a specific policy related to the same. The defined benefit schemes offer specified benefits to the employees on retirement. The gratuity benefit provides for a lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 to 30 days’ last drawn salary payable for each completed year of service. Vesting occurs upon completion of five continuous years of service.

The Company contributes all its ascertained liabilities towards gratuity to the trust set up for the same. Trustees administer the contributions made to the trust. As at March 31, 2024 and March 31, 2023, the plan assets have been primarily invested in insurer managed funds.

Expected Contribution over the next financial year:

The Company is expected to contribute Rs. 11.57 Crores to defined benefit obligation funds for the year ending March 31, 2025.

The Company operates Provident Fund Schemes and the contributions are made to recognized funds maintained by the Company and for certain categories contributions are made to State Plans. The Company has an obligation to fund any shortfall on the yield of the trust's investments over the administered rates on an annual basis. The Actuary has provided a valuation for provident fund liabilities on the basis of guidance issued by Actuarial Society of India and based on the below provided assumption:

41. BUSINESS COMBINATION

Amalgamation of erstwhile Tata Coffee Limited with the Company

The Board of Directors of the Company in its meeting held on March 29, 2022, had approved the composite scheme of arrangement (the Scheme), amongst the Company and its subsidiaries, Tata Coffee Limited (TCL) and TCPL Beverages & Foods Limited (TBFL), in terms of Section 230-232 and other applicable provisions of Companies Act, 2013. The Scheme inter alia provides for the demerger of the Plantation Business (as defined in the Scheme) of TCL into TBFL and as consideration, issue equity shares of the Company to all the shareholders of TCL (other than to itself) in accordance with the Share Entitlement Ratio mentioned in the Scheme. This would be followed immediately by the amalgamation of the TCL comprising of the Remaining Business (as defined in the Scheme) with the Company and as consideration, issue equity shares of the Company to all the shareholders of TCL (other than to itself) in accordance with the Share Exchange Ratio mentioned in the Scheme.

The aforesaid Scheme was sanctioned by Hon’ble National Company Law Tribunal (NCLT) Kolkata Bench vide order dated November 10, 2023 and Bengaluru Bench vide order dated October 31, 2023. The Scheme has become effective from January 01, 2024 upon filing of the certified copy of the orders passed by NCLT with the relevant Registrar of Companies on December 11, 2023. Pursuant to the Scheme, the name of the TCPL Beverages & Foods Limited was also changed to Tata Coffee Limited with effect from February 02, 2024. All the assets, liabilities, reserves and surplus of the Remaining Business have been transferred to and vested in the Company. The Appointed Date of the Scheme is January 01, 2024.

Accounting Treatment

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 Companies 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.

The difference between the assets, liabilities and acquired reserves were transferred to Capital Reserves, further cancellation of investment in TCL allocated to remaining business and shares issued pursuant to the scheme and the revaluation reserves in relation to investment have been transferred to Capital Reserve.

Consequent to the scheme coming into effect and in accordance with the Share Exchange ratio enshrined in the scheme, the Company has allotted its 2,38,23,166 equity shares of Re. 1/- each (fully paid-up) to the equity shareholders of erstwhile TCL other than the Company as on the ‘Record Date’ fixed for the said purpose, i.e., January 15, 2024 (36,09,571 equity shares were issued for demerger of the Plantation Business of TCL into TBFL and 2,02,13,595 equity shares were issued on the amalgamation of TCL comprising of the Remaining Business with the Company).

In addition, pursuant to the scheme, the authorised equity share capital of the Company stands increased, by Rs. 25 Crores, being the authorised equity share capital of TCL.

Detail of adjustment of assets and liabilities along with reserves of erstwhile Tata Coffee Limited and consequential adjustment to Capital Reserves as on the appointed and effective date of lanuary 01, 2024:

Other details:

•    Profit for remaining business for the period April 01, 2023 till December 31, 2023 was Rs 46.99 Crores (before taxes).

•    Statutory CSR contribution for TCL for FY 23-24 was Rs. 1.23 Crores. Out of this, Rs. 1.20 Crores was spent by TCL till December 31, 2023 and the balance Rs. 0.03 Crores has been spent by the company post amalgamation to fulfill this obligation within March 31, 2024.

42A . The Board of Directors of the Company, in its meeting held on October 31, 2023, has approved the Scheme of Amalgamation of NourishCo Beverages Limited, Tata SmartFoodz Limited and Tata Consumer Soulfull Private Limited (wholly owned subsidiaries) with the Company. The Appointed Date of the Scheme is April 01, 2024. The Scheme is subject to necessary statutory and regulatory approvals, including sanction by the Hon’ble National Company Law Tribunal under Sections 230 and 232 of the Companies Act, 2013.

42B. The Company has entered into a share purchase agreement ('SPA') on January 12, 2024 with Fabindia Limited for acquisition of up to 100% stake of Organic India Private Limited (OIPL). The acquisition of 99.99% equity shareholding has been completed on April 16, 2024 at a purchase consideration of Rs 1707.99 Crores subject to adjustment on finalisation of the financials of OIPL.

Note 1: Debt includes lease liabilities

Note 2: Debt service = Interest and Lease payments and Principal Repayments

Note 3: EBIT = Profit before exceptional items + Finance Costs - Interest and Investment Income

Note 4: Capital Employed = Tangible Net Worth (including non-current investments) + Total Debt + Deferred Tax Liabilities

Note 5: Working Capital = Current Assets - (Current Liabilities - Current maturities of long term borrowings and lease liabilities - Commercial papers for acquisition funding)

ii) Relationship with Struck off Companies

The company does not have any transaction with companies struck off under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956, during the current year and in the previous year.

45. Unless otherwise stated, figures in brackets relate to the previous year. Previous period’s figures have been regrouped / rearranged, to the extent necessary, to conform to current period’s classifications. All the numbers have been rounded off to nearest crore.

---

Mar 31, 2023

1) Certain Plantation land meant for usage as tea plantations and for ancillary activities has been leased by the Company to its associate company Kanan Devan Hills Plantation Company Private Limited for a period of 30 years as part of the restructure in 2005, of its South India Plantation Operation.

2) Cost of Buildings include Rs. 5.90 Crores (Rs 5.90 Crores) represented by shares in Co-operative Housing Societies / a Company.

3) (@) Includes amount of Rs. 1.26 Crores (1.26 Crores), Rs.0.62 Crores (Rs. 0.62 Crores), Rs. 0.08 Crores (Rs.0.08 crores), respectively, jointly owned /held with a subsidiary company.

4) Land includes leasehold land amounting to Rs. 0.17 Crores (Rs. 0.17 Crores).

Branded business within India is treated as a single CGU taking into account way the business is managed and the operating structures, and as independent cash inflows are generated at the country level.

Value in use i.e. the enterprise value for each CGU is calculated using cash flow projections over a period of 5 years, with amounts based on medium term strategic plans, subject to experience adjustments. Cash flows beyond the 5 years period are extrapolated using a long term growth rate.

Key assumptions in the business plans include future revenue, associated future levels of marketing support and other relevant cost-base. These assumptions are based on historical trends and future market expectations specific to each CGU.

Other key assumptions applied in determining value in use are:

• Long term growth rate - Cash flows beyond the 5 years period are extrapolated using the estimated long-term growth rate applicable for the geographies in which the CGU operate.

• Discount rate - The discount rate is based on a Weighted Average Cost of Capital (WACC) for comparable companies operating in similar markets.

The cash generating unit is engaged in trading, manufacturing and sale of a portfolio of products catering to every day consumption needs, and have strong market position and growth potential.

Impairment charge

Based on an assessment carried out, there is no impairment charge in the current year.

Sensitivity Analysis

We have performed sensitivity analysis around the base assumptions and have concluded that no reasonable possible changes in key assumptions based on current recent trends would cause the recoverable amount of the CGU to be less than the carrying value.

a) Inclusive of Rs. 21.86 Crores (Rs. 21.86 Crores) kept in Revaluation Reserve.

b) Costs of these unquoted equity instruments have been considered as an appropriate estimate of fair value because of a wide range of possible fair value measurements and cost represent the best estimate of fair value within that range.

c) During the financial year 2022-23, the Company has invested an amount of Rs. 100 Crores towards equity capital in Tata Starbucks Private Limited which is a 50:50 joint venture.

d) Investment in preference shares of Amalgamated Plantations Pvt. Ltd. subscribed in an earlier year of Rs 50.14 Crores [67000000 shares of Rs 10 each] is redeemable with a special redemption premium, on fulfilment of certain conditions, within 15 - 17 years from the date of the issue and are designated as fair value through profit and loss. Preference shares subscribed to in the financial year 2021-22 and 2022-23 of Rs 201.63 Crores[200000000 shares of Rs 10 each] are optionally convertible, cumulative and redeemable carrying an annual coupon rate of 6% with special redemption premium issued for a period of 10 years and are also designated as fair value through profit and loss.

e) Preference shares of TRIL Constructions Limited are non-cumulative and mandatorily fully convertible within twenty years from the issue date and the same is carried at cost.

f) Investment carrying values are below Rs. 0.01 crores.

g) Preference shares of TCPL Beverages & Foods Limited (TBFL) are Optionally Convertible non-cumulative and redeemable preference shares with the term of 8 years.

h) During the financial year, the Company has invested Rs 41.50 Crores in Tata SmartFoodz Limited and Rs 46.01 Crores in Tata Consumer Soulfull Private Limited as equity capital.

i) These investments are fully impaired.

j) Mutual fund investments represents surplus cash deployed as a part of treasury operations (Refer to Statement of Cashflow)

k) Refer Note 40B for investment in Tata Consumer Products UK group limited.

$ Secured by mortgage of rights on immovable assets. Loan given during the year for general corporate purposes - Kanan Devan Hills Plantations Company (Pvt.) Ltd. Rs 4 Crores (Rs NIL Crores).

* Secured by mortgage of land

a Outstanding with financial institutions for short duration and yield fixed interest rate. Loans given during the year for general corporate purposes - HDFC Limited Rs 315 Crores (Rs 295 Crores), LIC Housing Finance Limited Rs 70 Crores (Rs 124.75 Crores), Bajaj Finance Limited Rs 375 Crores (Rs 605 Crores).

aa Outstanding with Tata Smartfoodz Limited - Rs 25 Crores and Infiniti Retail Limited Rs 15 Crores for short duration and yield fixed interest rate. Loans given during the year for general corporate purposes - Tata Smartfoodz Limited Rs 25 Crores (Rs 49 Crores), Infiniti Retail Limited Rs 215 Crores (Rs 190 Crores) and Piem Hotel Limited Rs NIL (Rs 20 Crores).

ii) Rights, preferences and restrictions attached to shares

The Company has one class of equity shares having a par value of Re 1 each. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

iii) Equity shares allotted as fully paid-up (during 5 years preceding March 31, 2023) pursuant to contracts without payment being received in cash

7459935 equity shares were issued during financial year 2022-23, consequent to and as part of acquisition of TCP UK Group Limited (Refer note 40B).

290421986 equity shares were issued during the financial year 2019-20, consequent to and as part of the merger of Food business of Tata Chemicals Limited with the Company.

Nature and Purpose of Reserve

i. Capital Reserve

Capital Reserve was created on acquisition of certain plantation business.

ii. Securities Premium Account

Security Premium Account was created on issue of shares at premium. These reserves can be utilised in accordance with Section 52 of Companies Act 2013.

iii. Contingency Reserves

Contingency Reserves are in the nature of free reserves.

iv. Revaluation Reserve

Revaluation Reserve was created on acquisition of shares in Tata Coffee Limited (Refer note 6 - footnote a).

v. Share Based Payment Reserve

Share-based payment reserve represents amount of fair value, as on the date of grant, of unvested and vested shares not exercised till date, that have been recognised as expense in the statement of profit and loss till date.

Consequent to the amendments in the Income Tax Act, 1961, depreciation on Goodwill is no longer available as a deduction from taxable income with effect from April 1, 2020, except that its written down value is available as a deduction in the event of sale of the underlying business. On goodwill of Rs 3578.51 crore recognised in the financial statements, through business combinations, no additional taxable temporary differences are expected to arise, having regard to the nature of the businesses to which the goodwill relates. (also refer notes 2.3(a) and 5)

Employee Shared based payment incentives

The Company has share based incentives for certain employees under Tata Consumer Products Limited - Share-based Long Term Incentive Scheme 2021 ("TCPL SLTI Scheme 2021”) approved by Nomination and Remuneration Committee (NRC).

As per the scheme, the number of shares that will vest is conditional upon certain performance measures being achieved and will be settled through equity shares only. The performance will be measured over vesting period of 3 years. The shares granted under this scheme is exercisable by employees till one year from date of its vesting.

The Company has granted performance share units at an exercise price of Re 1 per shares. Shares granted will vest after 3 years from date of grant. Number of shares that will vest range from 0.5 to 1.2 per performance share unit granted depending on performance measures achieved.

During the year, the performance share units were granted on May 04, 2022 and August 10, 2022. The estimated fair value of performance share units are based on the quoted share price. The aggregate of the estimated fair values of the performance share units granted is Rs 8.59 Crores (Rs 5.36 crores) which will be recognised in the Statement of Profit and Loss over the vesting period.

29. CAPITAL COMMITMENT

(a) Estimated amount of contracts remaining to be executed on capital account and not provided for as at March 31, 2023 aggregated Rs. 12.41 Crores (Rs. 20.43 Crores).

(b) Commitment towards Share Capital contributions in Joint Ventures and Associates - Rs. 25.00 Crores (Rs. 171.00 Crores)

30. CONTINGENCIES

(a) Statutory and other Commercial Claims:

Rs. in Crores
	Gross	Net of Estimated Tax
(i) Taxes, Statutory Duties/ Levies etc.	21.97	20.04
	(22.59)	(20.67)
(ii) Commercial and other Claims	2.70	2.43
	(2.40)	(1.97)
(b) Labour disputes under adjudication relating to some staff - amount not ascertainable.

31. Micro enterprises and small enterprises under the Micro, Small and Medium Enterprises Development Act, 2006 have been determined based on the confirmations received in response to intimation in this regard sent by the Company to the suppliers. No interest in terms of Section 16 of Micro, Small and Medium Enterprises Development Act, 2006 or otherwise has either been paid or payable or accrued and remaining unpaid as at March 31, 2023.

35. LEASE

The Company’s leasing arrangements are in respect of operating leases for premises (residential, office, factory, godown, etc.) and motor cars. These range between 5 months - 20 years and usually renewable on mutually agreed terms.

37B. SEGMENT DISCLOSURE

The Company has disclosed segment information in the consolidated financial statements which are presented in the same financial report. Accordingly, in terms of Paragraph 4 of Ind AS 108 ‘Operating Segments’, no disclosures related to segments are presented in this standalone financial statements.

B. Measurement of fair values

The basis of measurement in respect to each class of financial asset, financial liability is disclosed in note 2.2(h) of the financial statement.

The fair value of liquid mutual funds and long term equity investment is based on active market. Fair values of certain non-current investment are valued based on discounted cash flow/book value/EBITDA multiple approach. Derivative financial instruments are generally valued based on Black-Scholes-Merton approach/ Dollar offset principles.

C. Financial risk management

The Company has exposure to the following risks arising from financial instruments:

• Credit risk ;

• Liquidity risk ; and

• Market risk

i. Risk management framework

The Risk Management Committee of the Board is entrusted with the responsibility to assist the Board in overseeing and approving the Company’s risk management framework. The Company has a comprehensive Risk policy relating to the risks that the Company faces under various categories like strategic, operational, reputational and other risks and these have been identified and suitable mitigation measures have also been formulated. The Risk Management Committee reviews the key risks and the mitigation measures periodically. The Audit Committee has additional oversight in the area of financial risks and control.

ii. Credit risk

Credit risk is the risk that counterparty will not meet its obligations leading to a financial loss. The Company is exposed to credit risk arising from its operating (primarily trade receivables) and investing activities including deposits placed with banks, financial institutions and other corporate deposits. The Company establishes an allowance for impairment that represents its estimate of expected losses in respect of financial assets. Financial assets are classified into performing, under-performing and non-performing. All financial assets are initially considered performing and evaluated periodically for expected credit loss. A default on a financial asset is when there is a significant increase in the credit risk which is evaluated based on the business environment. The assets are written off when the Company is certain about the non-recovery.

a. Trade Receivables

The Company has an established credit policy and a credit review mechanism. The Company also covers certain category of its debtors through a credit insurance policy. In such case the insurance provider sets an individual credit limit and also monitors the credit risk. The concentration of credit risk arising from trade receivables is limited due to large customer base.

Management believes that the unimpaired amounts that are past due by more than 90 days are still collectible in full, based on historical payment behavior and analysis of customer credit risk.

b. Financial instruments and cash deposits

The credit risk from balances / deposits with banks, other financial assets and current investments are managed in accordance with the Company’s approved policy. Investments of surplus funds are made only with approved counterparties and within the limits assigned to each counterparties. The limits are assigned to mitigate the concentration risks. These limits are actively monitored by the Company.

iii. Liquidity Risk

Liquidity risk is the risk that the Company may encounter difficulty in meeting its obligations. The Company monitors rolling forecast of its liquidity position on the basis of expected cash flows. The Company’s approach is to ensure that it has sufficient liquidity or borrowing headroom to meet its obligations at all point in time. The Company has sufficient short term fund based lines, which provides healthy liquidity and these carry highest credit quality rating from reputed credit rating agency.

Exposure to liquidity risk

The following are the remaining contractual maturities of financial liabilities (excluding lease liabilities) at the reporting date. The amounts are gross and undiscounted, and exclude the impact of netting agreements.

iv. Market risk

Market risk is the risk that the fair value of the future cash flows will fluctuate because of changes in the market prices such as currency risk, interest rate risk and commodity price risk.

a) Currency risk

The Company operates across various geographies and is exposed to foreign exchange risk on its various currency exposures. The risk of changes in foreign exchange rates relates primarily to the Company’s operating activities and translation risk, which arises from recognition of foreign currency assets and liabilities.

During the year, the Company has designated certain foreign exchange forward contracts as cash flow hedges to mitigate the risk of foreign currency exposure on highly probable forecasted transactions. Hedge effectiveness is determined at inception and periodic prospective effectiveness testing is done to ensure the relationship exist between the hedged items and hedging instruments, including whether the hedging instruments is expected to offset changes in cash flows of hedge items.

b) interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The interest rate risk can also impact the provision for retiral benefits. The Company generally utilises fixed rate borrowings and therefore not subject to interest rate risk, since neither the carrying amount nor the future cash flows will fluctuate because of change in the market interest rates.

The Company is not exposed to significant interest rate risk as at the respective reporting dates.

c) Price Risk

The price risk is the risk arising from investments held by the Company and classified in the balance sheet either as fair value through other comprehensive income or at fair value through profit or loss.

The Company’s equity investments are mainly strategic in nature and are generally held on a long term basis. Further, the current investments are in units of liquid mutual fund and these are not exposed to significant price risk.

d) Commodity Risk

The Company is exposed to the fluctuations in commodity prices mainly for tea, salt and pulses. Mismatch in demand and supply, adverse weather conditions, market expectations etc., can lead to price fluctuations. For tea, the Company manages these price fluctuations by actively managing the sourcing of tea, private purchases and alternate blending strategies without impacting the quality of the blend. For salt and pulses, these fluctuations are managed through active sourcing and commercial negotiation with customers and suppliers.

Capital Management

The Company’s objective for capital management is to maximize shareholder wealth, safeguard business continuity and support the growth of the Company. The Company determines the capital management requirement based on annual operating plans and long term and other strategic investment plans. The funding requirements are met through optimum mix of borrowed and own funds.

(ii) Defined Benefits:

Gratuity, Pension and Post Retiral Medical Benefits:

The Company operates defined benefit schemes like retirement gratuity, defined pension benefits and postretirement medical benefits. There are other superannuation benefits and medical benefits restricted to certain categories of employees/directors in the form of pension, medical and other benefits in terms of a

specific policy related to the same. The defined benefit schemes offer specified benefits to the employees on retirement. The gratuity benefit provides for a lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 to 30 days’ last drawn salary payable for each completed year of service. Vesting occurs upon completion of five continuous years of service.

The Company contributes all its ascertained liabilities towards gratuity to the trust set up for the same. Trustees administer the contributions made to the trust. As at March 31, 2023 and March 31, 2022, the plan assets have been primarily invested in insurer managed funds.

Expected Contribution over the next financial year:

The Company is expected to contribute Rs. 0.86 Crores to defined benefit obligation funds for the year ending March 31, 2024.

(iii) Provident Fund

The Company operates Provident Fund Schemes and the contributions are made to recognized funds maintained by the Company and for certain categories contributions are made to State Plans. The Company has an obligation to fund any shortfall on the yield of the trust’s investments over the administered rates on an annual basis. The Actuary

40A. The Board of Directors of the Company in its meeting held on March 29, 2022, had approved the composite scheme of arrangement (the Scheme), amongst the Company and its subsidiaries, Tata Coffee Limited (TCL) and TCPL Beverages & Foods Limited (TBFL), in terms of Section 230-232 and other applicable provisions of Companies Act, 2013. The Scheme inter alia provides for the demerger of the Plantation Business (as defined in the Scheme) of TCL into TBFL and as consideration, issue equity shares of the Company to all the shareholders of TCL (other than to itself) in accordance with the Share Entitlement Ratio mentioned in the Scheme. This would be followed immediately by the amalgamation of the TCL comprising of the Remaining Business (as defined in the Scheme) with the Company and as consideration, issue equity shares of the Company to all the shareholders of TCL (other than to itself) in accordance with the Share Exchange Ratio mentioned in the Scheme.

The Scheme would become effective after receipt of all requisite approvals as mentioned in the Scheme. Pending receipt of necessary approvals, no effect of the Scheme has been given in the financial results for the year ended March 31, 2023.

40B. During the year, the Company has acquired 10.15% additional stake in Tata Consumer Products UK Group Limited, an overseas subsidiary from Tata Enterprises (Overseas) AG (TEO), thereby making it a wholly owned subsidiary of the Company. This transaction was approved by the Shareholder of the Company on April 29, 2022 and was consummated on October 21, 2022 through preferential issue of 74,59,935 equity shares of the Company to TEO at a price of Rs. 765.16 per equity share. Accordingly, the Equity Share capital and Securities Premium has been credited with Rs 0.74 Crores and Rs 570.06 Crores respectively on settlement of the purchase consideration.

ii) Relationship with Struck off Companies

The company does not have any transaction with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956, during the current year and in the previous year.

43 . Unless otherwise stated, figures in brackets relate to the previous year. Previous period’s figures have been regrouped / rearranged, to the extent necessary, to conform to current period’s classifications. All the numbers have been rounded off to nearest crore.

---

Mar 31, 2022

Commencing from this year, Branded business within India is treated as a single CGU taking into account way the business is managed and the operating structures, and as independent cash inflows are generated at the country level.

Value in use i.e. the enterprise value for each CGU is calculated using cash flow projections over a period of 5 years, with amounts based on medium term strategic plans, subject to experience adjustments. Cash flows beyond the 5 years period are extrapolated using a long term growth rate.

Key assumptions in the business plans include future revenue, associated future levels of marketing support and other relevant cost-base. These assumptions are based on historical trends and future market expectations specific to each CGU.

Other key assumptions applied in determining value in use are:

• Long term growth rate - Cash flows beyond the 5 years period are extrapolated using the estimated longterm growth rate applicable for the geographies in which the CGU operate.

• Discount rate - The discount rate is based on a Weighted Average Cost of Capital (WACC) for comparable companies operating in similar markets.

The cash generating unit is engaged in trading, manufacturing and sale of a portfolio of products catering to every day consumption needs, and have strong market position and growth potential.

Impairment charge

Based on an assessment carried out, there is no impairment charge in the current year.

Sensitivity Analysis

We have performed sensitivity analysis around the base assumptions and have concluded that no reasonable possible changes in key assumptions based on current recent trends would cause the recoverable amount of the CGU to be less than the carrying value.

a) Inclusive of Rs. 21.86 Crores (Rs. 21.86 Crores) kept in Revaluation Reserve.

b) Costs of these unquoted equity instruments have been considered as an appropriate estimate of fair value because of a wide range of possible fair value measurements and cost represent the best estimate of fair value within that range.

c) During the financial year 2021-22, the Company has invested an amount of Rs. 86 Crores towards equity capital in Tata Starbucks Private Limited which is a 50:50 joint venture.

d) Investment in preference shares of Amalgamated Plantations Pvt. Ltd. subscribed in an earlier year of Rs 46.40 Crores [67000000 shares of Rs 10 each] is redeemable with a special redemption premium, on fulfilment of certain conditions, within 15 - 17 years from the date of the issue and are designated as fair value through profit and loss. Preference shares subscribed to in the financial year 2021-22 of Rs 159.33 Crores[150000000 shares of Rs 10 each] are optionally convertible, cumulative and redeemable carrying an annual coupon rate of 6% with special redemption premium issued for a period of ten years and are also designated as fair value through profit and loss.

e) During the financial year 2021-22, the Company has acquired control of TRIL Constructions Limited (TRIL C), consequent to a Restated Shareholder and Share Purchase Agreement which converted the Associate Company into a Subsidiary with effect from 17^th November 2021. Based on the Share purchase Agreement, the Company have acquired Preference Shares of Rs 47.13 Crores from Tata Realty Infrastructure Limited

and have additionally infused Rs 24.87 Crores as preference shares in TRIL C. Preference shares of TRIL C are non-cumulative and mandatorily fully convertible within twenty years from the issue date and the same is carried at cost.

f) Investment carrying values are below Rs. 0.01 crores.

g) During the financial year 2021-22, the Company has formed a wholly owned Subsidiary TCPL Beverages & Foods Limited (TBFL) in connection with the proposed merger of Tata Coffee Limited (Refer Note 40A). The Company has infused Rs 0.05 Crores as equity capital in TBFL and Rs 7.5 Crores as Optionally Convertible non-cumulative redeemable preference shares. These preference shares are issued for a term of eight years.

h) During the financial year 2021-22, the Company has acquired 100% equity of Tata SmartFoodz Limited pursuant to a Share Purchase Agreement with Tata Industries Limited at a total consideration of Rs 395 Crores. Post the acquisition, the Company has additionally invested Rs 35.58 Crores in Tata SmartFoodz Limited as equity capital.

i) These investments are fully impaired.

j) Mutual fund investments represents surplus cash deployed as a part of treasury operations (Refer to Statement of Cashflow).

ii) Rights, preferences and restrictions attached to shares

The Company has one class of equity shares having a par value of Re 1 each. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

iii) Equity shares allotted as fully paid-up (during 5 years preceding March 31, 2022) pursuant to contracts without payment being received in cash

290421986 equity shares were issued during the financial year 2019-20, consequent to and as part of the merger of Food business of Tata Chemicals Limited with the Company.

i. Capital Reserve

Capital Reserve was created on acquisition of certain plantation business.

ii. Securities Premium Account

Security Premium Account was created on issue of shares at premium. These reserves can be utilised in accordance with Section 52 of Companies Act 2013.

iii. Contingency Reserves

Contingency Reserves are in the nature of free reserves.

iv. Revaluation Reserve

Revaluation Reserve was created on acquisition of shares in Tata Coffee Limited (Refer note 7 - footnote a).

v. Share Based Payment Reserve

Share-based payment reserve represents amount of fair value, as on the date of grant, of unvested and vested shares not exercised till date, that have been recognised as expense in the statement of profit and loss till date.

Employee Share based payment incentives

The Company has introduced share based incentives to certain employees during the year ended March 31, 2022, under Tata Consumer Products Limited- Share-based Long Term Incentive Scheme 2021 ("TCPL SLTI Scheme 2021”) approved by Nomination and Remuneration Committee (NRC).

As per the scheme, the number of shares that will vest is conditional upon certain performance measures being achieved. The performance will be measured over vesting period of 3 years. The shares granted under this scheme is exercisable by employees till one year from date of its vesting.

The Company has granted 65780 number of performance share units during the year ended March 31, 2022 at an exercise price of Re 1 per share. Shares granted will vest equally each year over 3 years from date of grant. Number of shares that will vest range from 0.5 to 1.2 per performance share unit granted depending on performance measures achieved.

B. Measurement of fair values

The basis of measurement in respect to each class of financial asset, financial liability is disclosed in note 2.2(h) of the financial statement.

The fair value of liquid mutual funds and long term equity investment is based on active market. Fair values of certain non-current investment are valued based on discounted cash flow/book value/EBITDA multiple approach. Derivative financial instruments are generally valued based on Black-Scholes-Merton approach/ Dollar offset principles.

C. Financial risk management

The Company has exposure to the following risks arising from financial instruments:

• Credit risk ;

• Liquidity risk ; and

• Market risk

i. Risk management framework

The Risk Management Committee of the Board is entrusted with the responsibility to assist the Board in overseeing and approving the Company’s risk management framework. The Company has a comprehensive Risk policy relating to the risks that the Company faces under various categories like strategic, operational, reputational and other risks and these have been identified and suitable mitigation measures have also been formulated. The Risk Management Committee reviews the key risks and the mitigation measures periodically. The Audit Committee has additional oversight in the area of financial risks and control.

ii. Credit risk

Credit risk is the risk that counterparty will not meet its obligations leading to a financial loss. The Company is exposed to credit risk arising from its operating (primarily trade receivables) and investing activities including deposits placed with banks, financial institutions and other corporate deposits. The Company establishes an allowance for impairment that represents its estimate of expected losses in respect of financial assets. Financial assets are classified into performing, under-performing and non-performing. All financial assets are initially considered performing and evaluated periodically for expected credit loss. A default on a financial asset is when there is a significant increase in the credit risk which is evaluated based on the business environment. The assets are written off when the Company is certain about the non-recovery.

a. Trade Receivables

The Company has an established credit policy and a credit review mechanism. The Company also covers certain category of its debtors through a credit insurance policy. In such case the insurance provider sets an individual credit limit and also monitors the credit risk. The concentration of credit risk arising from trade receivables is limited due to large customer base.

Management believes that the unimpaired amounts that are past due by more than 90 days are still collectible in full, based on historical payment behavior and analysis of customer credit risk.

b. Financial instruments and cash deposits

The credit risk from balances / deposits with banks, other financial assets and current investments are managed in accordance with the Company’s approved policy. Investments of surplus funds are made only with approved counterparties and within the limits assigned to each counterparty. The limits are assigned to mitigate the concentration risks. These limits are actively monitored by the Company.

iii. Liquidity Risk

Liquidity risk is the risk that the Company may encounter difficulty in meeting its obligations. The Company monitors rolling forecast of its liquidity position on the basis of expected cash flows. The Company’s approach is to ensure that it has sufficient liquidity or borrowing headroom to meet its obligations at all point in time. The Company has sufficient short term fund based lines, which provides healthy liquidity and these carry highest credit quality rating from reputed credit rating agency.

iv. Market risk

Market risk is the risk that the fair value of the future cash flows will fluctuate because of changes in the market prices such as currency risk, interest rate risk and commodity price risk.

a) Currency risk

The Company operates across various geographies and is exposed to foreign exchange risk on its various currency exposures. The risk of changes in foreign exchange rates relates primarily to the Company’s operating activities and translation risk, which arises from recognition of foreign currency assets and liabilities.

During the year, the Company has designated certain foreign exchange forward contracts as cash flow hedges to mitigate the risk of foreign currency exposure on highly probable forecasted transactions. Hedge effectiveness is determined at inception and periodic prospective effectiveness testing is done to ensure the relationship exist between the hedged items and hedging instruments, including whether the hedging instruments is expected to offset changes in cash flows of hedge items.

b) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The interest rate risk can also impact the provision for retiral benefits. The Company generally utilises fixed rate borrowings and therefore not subject to interest rate risk, since neither the carrying amount nor the future cash flows will fluctuate because of change in the market interest rates.

The Company is not exposed to significant interest rate risk as at the respective reporting dates.

c) Price Risk

The price risk is the risk arising from investments held by the Company and classified in the balance sheet either as fair value through other comprehensive income or at fair value through profit or loss.

The Company’s equity investments are mainly strategic in nature and are generally held on a long term basis. Further, the current investments are in units of liquid mutual fund and these are not exposed to significant price risk.

d) Commodity Risk

The Company is exposed to the fluctuations in commodity prices mainly for tea, salt and pulses. Mismatch in demand and supply, adverse weather conditions, market expectations etc., can lead to price fluctuations. For tea, the Company manages these price fluctuations by actively managing the sourcing of tea, private purchases and alternate blending strategies without impacting the quality of the blend. For salt and pulses, these fluctuations are managed through active sourcing and commercial negotiation with customers and suppliers.

Capital Management

The Company’s objective for capital management is to maximize shareholder wealth, safeguard business continuity and support the growth of the Company. The Company determines the capital management requirement based on annual operating plans and long term and other strategic investment plans. The funding requirements are met through optimum mix of borrowed and own funds.

ii) Defined Benefits

Gratuity, Pension and Post Retiral Medical Benefits:

The Company operates defined benefit schemes like retirement gratuity, defined pension benefits and postretirement medical benefits. There are other superannuation benefits and medical benefits restricted to certain categories of employees/directors in the form of pension, medical and other benefits in terms of a specific policy related to the same. The defined benefit schemes offer specified benefits to the employees on retirement. The gratuity benefit provides for a lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 to 30 days’ last drawn salary payable for each completed year of service. Vesting occurs upon completion of five continuous years of service.

(iii) Provident Fund

The Company operates Provident Fund Schemes and the contributions are made to recognized funds maintained by the Company and for certain categories contributions are made to State Plans. The Company has an obligation to fund any shortfall on the yield of the trust’s investments over the administered rates on an annual basis. The Actuary has provided a valuation for provident fund liabilities on the basis of guidance issued by Actuarial Society of India and based on the below provided assumption:

40 R. The Board of Directors of the Company in its meeting held on March 29, 2022, has approved the composite scheme of arrangement (the scheme), amongst the Company and its subsidiaries, Tata Coffee Limited (TCL) and TCPL Beverages & Foods Limited (TBFL), in terms of Section 230-232 and other applicable provisions of Companies Act, 2013.

The Scheme inter alia provides for the demerger of the Plantation Business (as defined in the Scheme) of TCL into TBFL and as consideration, issue equity shares of the Company to all the shareholders of TCL (other than to itself) in accordance with the Share Entitlement Ratio mentioned in the Scheme. This would be followed immediately by the amalgamation of the TCL comprising of the Remaining Business (as defined in the Scheme) with the Company and as consideration, issue equity shares of the Company to all the shareholders of TCL (other than to itself) in accordance with the Share Exchange Ratio mentioned in the Scheme.

The Scheme would become effective after receipt of all requisite approvals as mentioned in the Scheme. Pending receipt of necessary approvals, no effect of the Scheme has been given in the financial results for the year ended March 31, 2022.

40 B. The Board of Directors of the Company in its meeting held on March 29, 2022 has also approved acquisition of additional 10.15% stake in Tata Consumer Products UK Group Limited, an overseas subsidiary, through an issue of equity shares of the Company on a preferential basis, as consideration for the acquisition. Post completion of this acquisition after requisite approvals, Tata Consumer Products UK Group Limited will become a wholly owned subsidiary of the Company.

ii) Relationship with Struck off Companies

The company does not have any transaction with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956, during the current year and in the previous year.

43. Unless otherwise stated, figures in brackets relate to the previous year. Previous period’s figures have been regrouped / rearranged, to the extent necessary, to conform to current period’s classifications. All the numbers have been rounded off to nearest crore.

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Mar 31, 2021

Certain Plantation land meant for usage as tea plantations and for ancillary activities has been leased by the Company to its associate company Kanan Devan Hills Plantation Company Private Limited for a period of 30 years as part of the restructure in 2005, of its South India Plantation Operation.

Cost of Buildings include Rs. 5.90 Crores (Rs. 5.90 Crores) represented by shares in Co-operative Housing Societies / a Company.

(@) Includes amount of Rs. 1.26 Crores (Rs. 1.26 Crores), Rs. 0.62 Crores (Rs. 0.62 Crores), Rs. 0.08 Crores (Rs.0.08 Crores), respectively, jointly owned /held with a subsidiary company.

Land includes leasehold land amounting to Rs. 0.17 Crores (Rs. 0.17 Crores).

Value in use i.e. the enterprise value for each CGU is calculated using cash flow projections over a period of 5 years, with amounts based on medium term strategic plans, subject to experience adjustments. Cash flows beyond the 5 years period are extrapolated using a long term growth rate.

Key assumptions in the business plans include future revenue, associated future levels of marketing support and other relevant cost-base. These assumptions are based on historical trends and future market expectations specific to each CGU.

Other key assumptions applied in determining value in use are:

• Long term growth rate - Cash flows beyond the 5 years period are extrapolated using the estimated long-term growth rate applicable for the geographies in which the CGUs operate.

• Discount rate - The discount rate is based on a Weighted Average Cost of Capital (WACC) for comparable companies operating in similar markets.

The long term growth rates and discount rates applied in the value in use calculations have been set out below:

These cash generating units are generally engaged in trading, manufacturing and sale of a portfolio of products catering to every day consumption needs, and have strong market position and growth potential.

Impairment charges

Based on an assessment carried out, there are no impairment charges in the current year.

Sensitivity Analysis

We have performed sensitivity analysis around the base assumptions and have concluded that no reasonable possible changes in key assumptions based on current recent trends would cause the recoverable amount of the CGUs to be less than the carrying value.

Inclusive of Rs. 21.86 Crores (Rs. 21.86 Crores) kept in Revaluation Reserve.

Costs of these unquoted equity instruments have been considered as an appropriate estimate of fair value because of a wide range of possible fair value measurements and cost represent the best estimate of fair value within that range.

During the financial year 2020-21, the Company has invested an amount of Rs. 97.50 Crores towards equity capital in Tata Starbucks Private Limited which is a 50:50 joint venture.

Investment in preference shares of Amalgamated Plantations Pvt. Ltd., are redeemable with a special redemption premium, on fulfilment of certain conditions, within 13 - 15 years from the date of the issue and are designated as fair value through profit and loss.

Preference shares of TRIL Constructions Ltd. are non-cumulative and mandatorily fully convertible within 12 years from the issue date, the same is carried at cost.

Investment carrying values are below Rs. 0.01 Crores.

The Company has, with effect from May 18, 2020 acquired control of NourishCo Beverages Limited (NCBL) by purchasing other Joint Venture partner’s stake in NCBL at a consideration of Rs 13 Crores.

The Company acquired 100% equity of Tata Consumer Soulful Private Limited (Formerly Kottaram Agro Foods Private Limited), pursuant to a share purchase agreement dated February 17, 2021 at a cash consideration of Rs 155.80 Crores and contingent consideration of Rs 76.20 Crores. The said contingent consideration has been recognised under Other Financial Liability with a corresponding recognition of Other Financial Asset.

Rights, preferences and restrictions attached to shares

The Company has one class of equity shares having a par value of Re 1 each. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

Equity shares allotted as fully paid-up (during 5 years preceding March 31, 2021) pursuant to contracts without payment being received in cash

290,421,986 equity shares were issued during the financial year 2019-20, consequent to and as part of the merger of Food business of Tata Chemicals Limited with the Company.

1,27,31,159 equity shares were issued during the financial year 2015-16, consequent to and as part of the amalgamation of the erstwhile Mount Everest Mineral Water Limited with the Company.

i. Capital Reserve

Capital Reserve was created on acquisition of certain plantation business.

ii. Securities Premium Account

Security Premium Account was created on issue of shares at premium. These reserves can be utilised in accordance with Section 52 of Companies Act 2013.

iii. Contingency Reserves

Contingency Reserves are in the nature of free reserves.

iv. Revaluation Reserve

Revaluation Reserve was created on acquisition of shares in Tata Coffee Limited (Refer Note 6 - footnote a).

CONTINGENCIES:

(a) Statutory and other Commercial Claims:		Rs in Crores
	Gross	Net of Estimated Tax
(i) Taxes, Statutory Duties/ Levies etc.	14.67	12.41
	(15.86)	(13.47)
(ii) Commercial and other Claims	2.40	1.97
	(2.40)	(1.97)

(b) Labour disputes under adjudication relating to some staff - amount not ascertainable.

(c) The Company has extended letter of Comfort amounting to Rs 150 Crores to the lenders of its Associate Company engaged in plantation business who have provided working capital borrowings facilities.

31. Micro enterprises and small enterprises under the Micro, Small and Medium Enterprises Development Act, 2006 have been determined based on the confirmations received in response to intimation in this regard sent by the Company to the suppliers. No interest in terms of Section 16 of Micro, Small and Medium Enterprises Development Act, 2006 or otherwise has either been paid or payable or accrued and remaining unpaid as at March 31, 2021.

32. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per Section 135 of the Companies Act 2013, a CSR Committee has been formed by the Company.

(a) Gross Amount required to be spent by the Company during the year Rs. 11.44 Crores (Rs. 8.96 Crores).

(b) Amount spent during the year:

* For certain investments categorised under level 3, cost has been considered as an appropriate estimate of fair value because of a wide range of possible fair value measurements and cost represent the best estimate of fair value within that range.

Measurement of fair values

The basis of measurement in respect to each class of financial asset/liability is disclosed in note 2.2(h) of the financial statement.

The fair value of liquid mutual funds and long term equity investment is based on active market. Fair values of certain non-current investment are valued based on discounted cash flow/book value/EBITDA multiple approach. Derivative financial instruments are generally valued based on Black-Scholes-Merton approach/ Dollar offset principles.

Financial risk management

The Company has exposure to the following risks arising from financial instruments:

Covid 19 pandemic - The Company’s performance was not adversely impacted by the Covid pandemic but recorded good top line growth. However, tea commodity costs were adversely impacted. There can be future business uncertainties depending on developments in relation to the pandemic, particularly those arising from the second wave in India, which could include market closures, supply constraints and commodity cost volatility. Assessment of impact of Covid 19 pandemic on various elements of the risk management framework has been dealt with in the relevant sections below:

i. Risk management framework

The Risk Management Committee of the Board is entrusted with the responsibility to assist the Board in overseeing and approving the Company’s risk management framework. The Company has a comprehensive Risk policy relating to the risks that the Company faces under various categories like strategic, operational, reputational and other risks and these have been identified and suitable mitigation measures have also been formulated. The Risk Management Committee reviews the key risks and the mitigation measures periodically. The Audit Committee has additional oversight in the area of financial risks and control.

ii. Credit risk

Credit risk is the risk that counterparty will not meet its obligations leading to a financial loss. The Company is exposed to credit risk arising from its operating (primarily trade receivables) and investing activities including deposits placed with banks, financial institutions and other corporate deposits. The Company establishes an allowance for impairment that represents its estimate of expected losses in respect of financial assets. Financial assets are classified into performing, under-performing and non-performing. All financial assets are initially considered performing and evaluated periodically for expected credit loss. A default on a financial asset is when there is a significant increase in the credit risk which is evaluated based on the business environment. The assets are written off when the Company is certain about the non-recovery.

a. Trade Receivables

The Company has an established credit policy and a credit review mechanism. The Company also covers certain category of its debtors through a credit insurance policy. In such case the insurance provider sets an individual credit limit and also monitors the credit risk. The concentration of credit risk arising from trade receivables is limited due to large customer base.

Impact of Covid 19 pandemic - Based on recent trends observed , collection pattern and insurance covers in place, the Company does not envisage any material risks. Future outlook will depend on how the pandemic develops and the resultant impact on businesses

b. Financial instruments and cash deposits

The credit risk from balances / deposits with banks, other financial assets and current investments are managed in accordance with the Company’s approved policy. Investments of surplus funds are made only with approved counterparties and within the limits assigned to each counterparties. The limits are assigned to mitigate the concentration risks. These limits are actively monitored by the Company.

Impact of Covid 19 pandemic- Based on the recent trends observed, type of instruments and strength of the counterparties, the Company does not envisage any material risks. Wherever the underlying assets/ instruments are subject to market risks, the same have been marked to market as at the Balance Sheet date. Future outlook will depend on how the pandemic develops and the resultant impact on businesses.

i. Liquidity Risk

Liquidity risk is the risk that the Company may encounter difficulty in meeting its obligations. The Company monitors rolling forecast of its liquidity position on the basis of expected cash flows. The Company’s approach is to ensure that it has sufficient liquidity or borrowing headroom to meet its obligations at all point in time. The Company has sufficient short term fund based lines, which provides healthy liquidity and these carry highest credit quality rating from reputed credit rating agency.

Exposure to liquidity risk

The following are the remaining contractual maturities of financial liabilities (excluding lease liabilities) at the reporting date. The amounts are gross and undiscounted, and exclude the impact of netting agreements.

Market risk

Market risk is the risk that the fair value of the future cash flows will fluctuate because of changes in the market prices such as currency risk, interest rate risk and commodity price risk.

a) Currency risk

The Company operates across various geographies and is exposed to foreign exchange risk on its various currency exposures. The risk of changes in foreign exchange rates relates primarily to the Company’s operating activities and translation risk, which arises from recognition of foreign currency assets and liabilities.

During the year, the Company has designated certain foreign exchange forward contracts as cash flow hedges to mitigate the risk of foreign currency exposure on highly probable forecasted transactions. Hedge effectiveness is determined at inception and periodic prospective effectiveness testing is done to ensure the relationship exist between the hedged items and hedging instruments, including whether the hedging instruments is expected to offset changes in cash flows of hedge items.

Impact of Covid 19 pandemic- The pandemic can cause continuing volatility in the currency market and this risk would be mitigated through effective hedging policies. Further, the Company basis the recent trends believe that the probability of the non-occurrence of forecasted transactions is minimal. The Company also does not expect any material deterioration in both counterparty credit risk and own credit risk. Accordingly, the Company continues to believe that there is no impact on effectiveness of its hedges. Future outlook would depend on how the pandemic develops and the resultant impact on businesses.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The interest rate risk can also impact the provision for retiral benefits. The Company generally utilises fixed rate borrowings and therefore not subject to interest rate risk, since neither the carrying amount nor the future cash flows will fluctuate because of change in the market interest rates.

The Company is not exposed to significant interest rate risk as at the respective reporting dates.

Price Risk

The price risk is the risk arising from investments held by the Company and classified in the balance sheet either as fair value through other comprehensive income or at fair value through profit or loss.

The Company’s equity investments are mainly strategic in nature and are generally held on a long term basis. Further, the current investments are in units of liquid mutual fund and these are not exposed to significant price risk.

Commodity Risk

The Company is exposed to the fluctuations in commodity prices mainly for tea, salt and pulses. Mismatch in demand and supply, adverse weather conditions, market expectations etc., can lead to price fluctuations. For tea, the Company manages these price fluctuations by actively managing the sourcing of tea, private purchases and alternate blending strategies without impacting the quality of the blend. For Salt and Pulses, these fluctuations are managed through active sourcing and commercial negotiation with customers and suppliers.

Impact of Covid 19 pandemic- Based on recent trends, the Company believes that depending on the prevalence of lockdown conditions in regions from where raw materials are sourced, disruptions to the supply chain cannot be ruled out. This is an area which will be dynamically reviewed and managed by the Company. Future outlook will depend on how the pandemic develops and the resultant impact on businesses

Capital Management

The Company’s objective for capital management is to maximize shareholder wealth, safeguard business continuity and support the growth of the Company. The Company determines the capital management requirement based on annual operating plans and long term and other strategic investment plans. The funding requirements are met through optimum mix of borrowed and own funds.

Defined Benefits:

Gratuity, Pension and Post Retiral Medical Benefits:

The Company operates defined benefit schemes like retirement gratuity, defined pension benefits and postretirement medical benefits. There are other superannuation benefits and medical benefits restricted to certain categories of employees/directors in the form of pension, medical and other benefits in terms of a specific policy related to the same. The defined benefit schemes offer specified benefits to the employees on retirement. The gratuity benefit provides for a lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 to 30 days’ last drawn salary payable for each completed year of service. Vesting occurs upon completion of five continuous years of service.

The Company contributes all its ascertained liabilities towards gratuity to the trust set up for the same. Trustees administer the contributions made to the trust. As at March 31, 2021 and March 31, 2020, the plan assets have been primarily invested in insurer managed funds.

Expected Contribution over the next financial year:

The Company is expected to contribute Rs. 6.67 Crores to defined benefit obligation funds for the year ending March 31, 2022

Provident Fund

The Company operates Provident Fund Schemes and the contributions are made to recognized funds maintained by the Company and for certain categories contributions are made to State Plans. The Company has an obligation to fund any shortfall on the yield of the trust’s investments over the administered rates on an annual basis. The Actuary has provided a valuation for provident fund liabilities on the basis of guidance issued by Actuarial Society of India and based on the below provided assumption:

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Mar 31, 2019

1. General Information

Tata Global Beverages Limited (“The Holding Company”) and its subsidiaries (together referred to as ‘The Group’) and the Group’s associates and joint ventures are engaged in the trading, production and distribution of Tea, Coffee and Water. The Group has branded beverage business operations mainly in India, Europe, US, Canada and Australia, plantation business in India and extraction business mainly in India and US.

The Holding Company is a public limited company incorporated and domiciled in India and has its registered office at Kolkata, West Bengal, India. The Holding Company has its primary listings on the Bombay Stock Exchange and National Stock Exchange in India.

The financial statements for the year ended March 31, 2019 were approved for issue by Company’s board of directors on April 23, 2019.

1) Certain plantation land meant for usage as tea plantations and for ancillary activities has been leased by the Company to its associate company Kanan Devan Hills Plantations Company Private Limited for a period of 30 years as part of the restructure in 2005, of its South India Plantation Operation.

2) Cost of Buildings include Rs. 5.90 Crores (Rs 5.90 Crores) represented by shares in Co-operative Housing Societies / a Company.

3) (@) Includes amounts of Rs. 1.26 Crores (1.26 Crores), Rs.0.62 Crores (Rs. 0.62 Crores), Rs. 0.08 Crores (Rs.0.08 Crores) under land, buildings and plant and equipment respectively, jointly owned /held with a subsidiary company.

4) Land includes leasehold land amounting to Rs. 0.17 Crores (Rs. 0.17 Crores).

a) Inclusive of Rs. 21.86 Crores (Rs. 21.86 Crores) kept in Revaluation Reserve.

b) Costs of these unquoted equity instruments have been considered as an appropriate estimate of fair value because of a wide range of possible fair value measurements and cost represent the best estimate of fair value within that range.

c) During the financial year 2018-19, the Company has invested an amount of Rs. 35.80 Crores towards equity capital in Tata Starbucks Private Ltd. which is a 50:50 joint venture.

d) Investment in preference shares of Amalgamated Plantations Pvt. Ltd., are now redeemable with a special redemption premium, on fulfilment of certain conditions, within 13 - 15 years from the date of the issue and are designated as fair value through profit and loss. During the year, fair value difference of Rs 10.08 Crores arising on extension of redemption period has been accounted as part of equity investment.

e) Preference shares of TRIL Constructions Ltd. are non-cumulative and mandatorily fully convertible within six years from the issue date, the same is carried at cost.

f) Investment carrying values are below Rs. 0.01 crores.

Raw material includes in transit tea inventory of Rs. 2.69 Crores (Rs. 1.57 Crores).

Finished Goods include in transit inventory of Rs. NIL (Rs. 0.87 Crores).

During the year ended March 31, 2019 - Rs. 5.86 Crores (Rs. 2.76 Crores) was charged to statement of profit and loss for slow moving and obsolete inventories.

Secured receivables are backed by security deposit.

Includes due from Related Parties - Rs. 43.12 crores (Rs. 64.96 Crores).

Inventories and trade receivables have been hypothecated to banks for the working capital facilities availed.

b) Rights, preferences and restrictions attached to shares

The Company has one class of equity shares having a par value of Re 1 each. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

c) Equity shares allotted as fully paid-up (during 5 years preceding March 31, 2019) pursuant to contracts without payment being received in cash 1,27,31,159 equity shares were issued during the financial year 2015-16, consequent to and as part of the amalgamation of the erstwhile Mount Everest Mineral Water Limited with the Company.

The Board of Directors in its meeting held on April 23, 2019 have recommended a final dividend payment of Rs. 2.50 per share for the financial year ended March 31, 2019.

f) Nature and Purpose of Reserve

i) Capital Reserve

Capital Reserve was created on acquisition of certain plantation business.

ii) Securities Premium Account

Security Premium Account was created on issue of shares at premium. These reserves can be utilised in accordance with Section 52 of Companies Act 2013.

iii) Contingency Reserves

Contingency Reserves are in the nature of free reserves.

iv) Revaluation Reserve

Revaluation Reserve was created on acquisition of shares of Tata Coffee Limited (Refer note 6).

2. Capital Commitment

(a) Estimated amount of contracts remaining to be executed on capital account and not provided for as at March 31, 2019 aggregated Rs. 10.49 Crores (Rs. 10.97 Crores).

(b) Commitment towards Share Capital contributions in Joint Ventures - Rs. 25.40 Crores (Rs. 40.00 Crores).

3. Micro enterprises and small enterprises under the Micro, Small and Medium Enterprises Development Act, 2006 have been determined based on the confirmations received in response to intimation in this regard sent by the Company to the suppliers. No interest in terms of Section 16 of Micro, Small and Medium Enterprises Development Act, 2006 or otherwise has either been paid or payable or accrued and remaining unpaid as at March 31, 2019.

4. Corporate Social Responsibility (CSR)

As per Section 135 of the Companies Act 2013, a CSR Committee has been formed by the Company.

(a) Gross Amount required to be spent by the Company during the year Rs. 7.66 Crores (Rs. 6.14 Crores).

(b) Amount spent during the year:

5. Leases

The Company’s leasing arrangements are in respect of operating leases for premises (residential, office,factory, godown, etc.) and motor car. These range between 5 months - 15 years and usually renewable on mutually agreed terms.

6. a) Related Party Disclosure Related Parties Promoter

Tata Sons Private Limited Subsidiaries

Tata Global Beverages Group Limited Tata Global Beverages Holdings Tata Global Beverages Services Limited Tata Global Beverages GB Limited Tata Global Beverages Overseas Holdings Limited Tata Global Beverages Overseas Limited Lyons Tetley Limited

Tata Global Beverages U.S. Holdings, Inc.

Tata Water LLC Tetley USA Inc

Empirical Group LLC Tata Global Beverages Canada Inc Tata Global Beverages Australia Pty Limited Earth Rules Pty Ltd.

Stansand Limited Stansand(Brokers) Limited Stansand(Africa) Limited Stansand(Central Africa) Limited Tata Global Beverages Polska Sp.z.o.o Drassington Limited, UK Good Earth Corporation Good Earth Teas Inc.

Teapigs Limited.

Teapigs US LLC.

Tata Global Beverages Czech Republic a.s,

Joekels Tea Packers (Proprietary) Limited. (South Africa) Tata Global Beverages Investments Limited Campestres Holdings Limited Kahutara Holdings Limited Suntyco Holding Limited Onomento Co Limited Coffee Trade LLC (w.e.f 18.09.2017)

Tea Trade LLC (ceased w.e.f 03.11.2017)

Sunty LLC (ceased w.e.f 03.11.2017)

Tata Coffee Limited

Tata Coffee Vietnam Company Limited Consolidated Coffee Inc.

Eight ‘O Clock Coffee Company Eight ‘O Clock Holdings Inc Tata Tea Extractions Inc Tata Global Beverages Capital Limited Tata Tea Holdings Private Limited

Associates

Amalgamated Plantations Private Limited

Kanan Devan Hills Plantations Company Private Limited

TRIL Constructions Limited

Estate Management Services Pvt Limited, Sri Lanka (ceased w.e.f 28.12.2017)

Watawalla Plantations Plc (ceased w.e.f 28.12.2017)

Joint Ventures

NourishCo Beverages Limited Tata Starbucks Private Limited

Joint Venture of Subsidiaries

Tetley ACI (Bangladesh) Limited

Southern Tea LLC

Tetley Clover (Private) Limited

Key Management Personnel

Mr. Ajoy Misra - CEO & Managing Director

Mr L Krishna Kumar - Executive Director & Group CFO

Subsidiary and Joint Venture of Promoter Company

Tata Investment Corporation Limited Ewart Investments Limited Taj Air Limited

Tata AIG General Insurance Limited

Tata AIA Life Insurance Co Limited

Tata Consultancy Services Limited

Tata International Singapore PTE Limited

Tata Housing Development Company Limited

Tata Elxsi Limited

Tata Industries Limited

Tata Communications Limited

Tata Teleservices Limited

Tata Capital Forex Limited (ceased w.e.f 30.10.2017)

Infiniti Retail Limited

Tata Business Support Services Limited (ceased to be a subsidiary and is an associate w.e.f 27.11.2017)

Employee Benefit Plans

Tata Tea Limited Management Staff Gratuity Fund

Tata Tea Limited Management Staff Superannuation Fund

Tata Tea Limited Staff Pension Fund

Tata Tea Limited Gratuity Fund

Tata Tea Limited Calcutta Provident Fund

# The deposit was placed as a part of cash management and is a general purpose deposit with short-term maturity.

* Provision for employee benefits, which are based on actuarial valuation done on an overall company basis, is excluded.

7. a) Disclosure under Regulation 34(3) of the SEBI (Listing Obligations and disclosure requirements) Regulations, 2015.

8. Financial instruments - Fair values and risk management

A. Accounting classification and fair values

* For certain investments categorized under level 3, cost has been considered as an appropriate estimate of fair value because of a wide range of possible fair value measurements and cost represents the best estimate of fair value within that range.

B. Measurement of fair values

The basis of measurement in respect to each class of financial asset, financial liability is disclosed in note 2(j) of the financial statement.

The fair value of liquid mutual funds and long term equity investment is based on active market price. Fair values of certain non current investment are valued based on Discounted cashflow/book value/EBITDA multiple approach. Derivative financial instruments are valued based on Black-Scholes-Merton approach/Dollar offset principles.

C. Financial risk management

The Company has exposure to the following risks arising from financial instruments:

- Credit risk ;

- Liquidity risk ; and

- Market risk

i. Risk management framework

The Risk Management Committee of the Board is entrusted with the responsibility to assist the Board in overseeing and approving the Company’s risk management framework. The Company has a comprehensive risk policy relating to the risks that the Company faces under various categories like strategic, operational, reputational and other risks and these have been identified and suitable mitigation measures have also been formulated. The Risk Management Committee reviews the key risks and the mitigation measures periodically. The Audit Committee has additional oversight in the area of financial risks and control.

ii. Credit risk

Credit risk is the risk that counterparty will not meet its obligations leading to a financial loss. The Company is exposed to credit risk arising from its operating (primarily trade receivables) and investing activities including deposits placed with banks, financial institutions and other corporate deposits. The Company establishes an allowance for impairment that represents its estimate of expected losses in respect of financial assets. Financial assets are classified into performing, under-performing and non-performing. All financial assets are initially considered performing and evaluated periodically for expected credit loss. A default on a financial asset is when there is a significant increase in the credit risk which is evaluated based on the business environment. The assets are written off when the Company is certain about the non-recovery.

a. Trade receivables

The Company has an established credit policy and a credit review mechanism. The Company also covers certain category of its debtors through a credit insurance policy. In such case the insurance provider sets an individual credit limit and also monitors the credit risk. The concentration of credit risk arising from trade receivables is limited due to large customer base.

Management believes that the unimpaired amounts that are past due are collectible in full, based on historical payment behaviour and analysis of customer credit risk.

b. Financial instruments and cash deposits

The credit risk from balances / deposits with banks, other financial assets and current investments are managed in accordance with the Company’s approved policy. Investments of surplus funds are made only with approved counterparties and within the limits assigned to each counterparties. The limits are assigned to mitigate the concentration risks. These limits are actively monitored by the Company.

iii. Liquidity risk

Liquidity risk is the risk that the Company may encounter difficulty in meeting its obligations. The company monitors rolling forecast of its liquidity position on the basis of expected cash flows. The Company’s approach is to ensure that it has sufficient liquidity or borrowing headroom to meet its obligations at all point in time. The company has sufficient short term fund based lines, which provides healthy liquidity and these carry highest credit quality rating from reputed credit rating agency.

Exposure to liquidity risk

The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements.

iv. Market risk

Market risk is the risk that the fair value of the future cash flows will fluctuate because of changes in the market prices such as currency risk, interest rates risk and commodity price risk.

a) Currency risk

The company’s operates in various geographies and is exposed to foreign exchange risk on its various currency exposures. The risk of changes in foreign exchange rates relates primarily to the Company’s operating activities and translation risk, which arises from recognition of foreign currency assets and liabilities.

The Company uses various derivative financial instruments governed by its board approved policy, such as foreign exchange forward and option contracts to mitigate the said risk. The counterparty for these contracts is generally a reputed scheduled bank. The company reports quarterly to a committee of the board, which monitors foreign exchange risks and policies implemented to manage its foreign exchange exposures.

During the year ended March 31, 2019, the company has designated certain foreign exchange forward contracts as cash flow hedges to mitigate the risk of foreign currency exposure on highly probable forecasted transactions. Hedge effectiveness is determined at inception and periodic prospective effectiveness testing is done to ensure the relationship exist between the hedged items and hedging instruments, including whether the hedging instruments is expected to offset changes in cash flows of hedge items.

b) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The interest rate risk can also impact the provision for retiral benefits. The Company generally utilises fixed rate borrowings and therefore not subject to interest rate risk, since neither the carrying amount nor the future cash flows will fluctuate because of change in the market interest rates.

The Company is not exposed to significant interest rate risk as at the respective reporting dates.

c) Price risk

The price risk is the risk arising from investments held by the Company and classified in the balance sheet either as fair value through other comprehensive income or at fair value through profit or loss.

The Company’s equity investments are mainly strategic in nature and are generally held on a long term basis. Further, the current investments are in units of liquid mutual fund and these are not exposed to significant price risk.

d) Commodity risk

The Company is exposed to the fluctuations in commodity prices mainly for tea. Mismatch in demand and supply, adverse weather conditions, market expectations etc., can lead to price fluctuations. The Company manages these price fluctuations by actively managing the sourcing of tea, private purchases and alternate blending strategies without impacting the quality of the blend.

Capital Management

The Company’s objective for capital management is to maximize shareholder wealth, safeguard business continuity and support the growth of the Company. The Company determines the capital management requirement based on annual operating plans and long term and other strategic investment plans. The funding requirements are met through optimum mix of borrowed and own funds.

9. Post Retirement Employee Benefits

i) Defined Contributions

Amount of Rs. 11.51 Crores (Rs. 10.45 Crores) is recognised as an expense and included in employee benefit expense to the following defined contribution plans:

ii) Defined Benefits

Gratuity, Pension and Post Retiral Medical Benefits :

The Company operates defined benefit schemes like retirement gratuity, defined pension benefits and post retirement medical benefits. There are other superannuation benefits and medical benefits restricted to certain categories of employees/directors in the form of pension, medical and other benefits in terms of a specific policy related to the same. The defined benefit schemes offer specified benefits to the employees on retirement. The gratuity benefit provides for a lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 to 30 days’ last drawn salary payable for each completed year of service. Vesting occurs upon completion of five continuous years of service.

Sensitivities have been calculated to show the movement in defined benefit obligation in isolation and assuming there are no other changes in market conditions at the accounting date. In presenting the above sensitivity analysis, the present value of the defined benefit obligations has been calcualted using the Projected Unit Credit method at the end of the reporting period , which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet.

The Company contributes all its ascertained liabilities towards gratuity to the trust set up for the same. Trustees administer the contributions made to the trust. As at March 31, 2019 and March 31, 2018, the plan assets have been primarily invested in insurer managed funds.

Expected Contribution over the next financial year:

The Company is expected to contribute Rs. 4.76 Crores to defined benefit obligation funds for the year ending March 31, 2020.

iii) Provident Fund

The Company operates Provident Fund Schemes and the contribution are made to recognized funds maintained by the Company and for certain categories contributions are made to State Plans. The Company has an obligation to fund any shortfall on the yield of the trust’s investments over the administered rates on an annual basis. The Actuary has provided a valuation for provident fund liabilities on the basis of guidance issued by Actuarial Society of India and based on the below provided assumption there is no shortfall as on March 31, 2019 and March 31, 2018.

10. Unless otherwise stated, figures in brackets relate to the previous year. All the numbers have been rounded off to nearest crore.

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Mar 31, 2018

The areas involving critical estimates or judgments’ are:

1. Depreciation and amortization

Depreciation and amortization is based on management estimates of the future useful lives of the property, plant and equipment and intangible assets. Estimates may change due to technological developments, competition, changes in market conditions and other factors and may result in changes in the estimated useful life and in the depreciation and amortization charges.

2. Employee Benefits

The present value of the defined benefit obligations depends on a number of factors that are determined on an actuarial basis using various assumptions. One of the critical assumptions used in determining the net cost (income) for these obligations include the discount rate. Any changes in these assumptions will impact the carrying amount of retirement benefit obligations.

3. Fair Value of derivatives and other financial instruments

Financial instruments are required to be fair valued as at the balance sheet date, as provided in Ind AS 109 and 113. Being a critical estimate, judgment is exercised to determine the carrying values. The fair value of financial instruments that are unlisted and not traded in an active market is determined at fair values assessed based on recent transactions entered into with third parties or based on valuation done by external appraisers, as applicable.

(z) Recent accounting pronouncements

In March 2018, the Ministry of Corporate Affairs issued the Companies (Indian Accounting Standards) (Amendments) Rules, 2018, notifying Ind AS 115, ''Revenue from Contracts with Customers''. The new revenue standard combines, enhances and replaces guidance’s on recognizing revenue with a single standard. It defines a new five-step model to recognize revenue from customer contracts. This standard is mandatory for the accounting period beginning on April 1, 2018. The Company is in the process of evaluating the impact on the financial statements.

1) Certain Plantation land meant for usage as tea plantations and for ancillary activities has been leased by the Company to its associate company Kanan Devan Hills Plantation Company Private Limited for a period of 30 years as part of restructure of its South India Plantation Operation in 2005.

2) Cost of Buildings include Rs. 5.90 Crores (Rs. 5.90 Crores) represented by shares in Co-operative Housing Societies / a Company.

3) (@) Includes amount of Rs. 1.26 Crores (Rs. 1.26 Crores), Rs. 0.62 Crores (Rs. 0.62 Crores), Rs. 0.08 Crores (Rs. 0.08 Crores), respectively, jointly owned /held with a subsidiary company.

4) Land includes leasehold land amounting to Rs. 0.17 Crores (Rs. 0.17 Crores).

Fair valuation of the investment property as at March 31, 2018 is Rs. 4.92 Crores (Rs. 4.80 Crores) based on valuation (Sales Comparable Approach-Level 2) by a recognized independent valuer.

a) During the year, the Company has sold a significant portion of its holding in Tata Chemicals Limited. Realized gain arising on the transaction amounting to Rs. 625.46 Crores has been accounted under retained earnings.

b) Inclusive of Rs. 21.86 Crores (Rs. 21.86 Crores) kept in Revaluation Reserve.

c) Costs of these unquoted equity instruments have been considered as an appropriate estimate of fair value because of a wide range of possible fair value measurements and cost represent the best estimate of fair value within that range.

d) During the financial year 2017-18, the Company has divested its stake in Zhejiang Tata Tea Extractions Limited. Resultant profit on disposal net of reversal of impairment provisions of Rs. 18.77 Crores has been recorded under exceptional item.

e) During the financial year 2017-18, the Company has divested its holding in Estate Management Services Private Limited. Resultant profit on disposal of Rs. 105.08 Crores has been recorded under exceptional item.

f) During the financial year 2017-18, the Company has invested an amount of Rs. 10 Crores towards equity capital in Tata Starbucks Private Limited which is a 50:50 joint venture.

g) Investment in preference shares of Amalgamated Plantations Pvt. Ltd., are redeemable with a special redemption premium, on fulfilment of certain conditions, within 10-12 years from the date of the issue and are designated as fair value through profit and loss.

h) Preference shares of TRIL Constructions Ltd. are non-cumulative and mandatorily fully convertible within six years from the issue date, the same is carried at cost.

i) Investment carrying values are below Rs. 0.01 Crores.

* Includes deposit of Rs. 4.25 Crores (Rs. 4.25 Crores) secured by mortgage of land and deposits to related parties Rs. Nil (Rs. 6.50 Crores). $ secured by mortgage of rights on immovable assets.

# Property Rights Pending Development represents constructed office space to be delivered to the Company by TRIL Constructions Limited, consequent to a development agreement entered in 2013-14.

Raw material includes in transit tea inventory of Rs. 1.57 Crores (Rs. 5.81 Crores).

Finished Goods include in transit inventory of Rs. 0.87 Crores (Nil).

During the year ended March 31, 2018 - Rs. 2.76 Crores (Rs. 2.16 Crores) was charged to statement of profit and loss for slow moving and obsolete inventories.

* Includes due from Related Parties - Rs. 64.96 Crores (Rs. 58.56 Crores).

Inventories and trade receivables have been hypothecated to banks for working capital facility availed.

b) Rights, preferences and restrictions of equity shares

The Company has one class of equity shares having a par value of Re. 1 each. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

c) Equity shares allotted as fully paid-up (during 5 years preceding March 31, 2018) pursuant to contracts without payment being received in cash

12731159 equity shares were issued during the financial year 2015-16, consequent to and as part of the amalgamation of the erstwhile Mount Everest Mineral Water Limited with the Company

The Board of Directors in its meeting held on May 11, 2018 have recommended a final dividend payment of Rs. 2.50 per share for the financial year ended March 31, 2018.

e) Nature and Purpose of Reserve

i) Capital Reserve

Capital Reserve had been created on acquisition of certain plantation business.

ii) Securities Premium Account Security premium account was created on issue of shares at premium. These reserves can be utilized in accordance with Section 52 of Companies Act 2013.

iii) Contingency Reserves

Contingency Reserve are in the nature of free reserves.

iv) Revaluation Reserve

Revaluation Reserve was created on acquisition of shares of Tata Coffee Limited (Refer note 6).

* There are no amounts due and outstanding to be credited to the Investor Education and Protection Fund.

4. Capital Commitment

(a) Estimated amount of contracts remaining to be executed on capital account and not provided for as at March 31, 2018 aggregated Rs. 10.97 Crores (Rs. 11.58 Crores).

(b) Commitment towards Share Capital contributions in Joint Ventures Rs. 40.00 Crores (Rs. 13.00 Crores)

(b) Labour disputes under adjudication relating to some staff - amount not ascertainable.

5. Contingent Assets:

Certain insurance/commercial claims are in the final stage of recovery for which amounts are not quantifiable and hence not reported.

6 . Micro enterprises and small enterprises under the Micro, Small and Medium Enterprises Development Act, 2006 have been determined based on the confirmations received in response to intimation in this regard sent by the Company to the suppliers. No interest in terms of Section 16 of Micro, Small and Medium Enterprises Development Act, 2006 or otherwise has either been paid or payable or accrued and remaining unpaid as at March 31, 2018.

7.Corporate Social Responsibility (CSR)

As per Section 135 of the Companies Act 2013, a CSR Committee has been formed by the Company.

(a) Gross amount required to be spent by the Company during the year Rs. 6.14 Crores (Rs. 5.31 Crores).

8. Lease

The Company''s leasing arrangements are in respect of operating leases for premises (residential, office, factory, go down, etc.) and motor cars. These range between 5 months - 15 years and usually renewable on mutually agreed terms.

9.a) Related Party Disclosure

Related Parties

Promoter Associates

Tata Sons Limited Estate Management Services Pvt Limited, Sri Lanka (till 28th December, 2017)

Watawalla Plantations Plc (till 28th December, 2017)

Amalgamated Plantations Pvt Limited

Subsidiaries Kanan Devan Hills Plantation Company Private Limited

TRIL Constructions Limited

Tata Global Beverages Group Limited

Tata Global Beverages Holdings Joint Ventures

Tata Global Beverages Services Limited NourishCo Beverages Limited

Tata Global Beverages GB Limited Tata Starbucks Private Limited Tata Global Beverages Overseas Holdings Limited

Tata Global Beverages Overseas Limited Joint Venture of Subsidiaries

Lyons Tetley Limited Tetley ACI (Bangladesh) Limited

Tata Global Beverages U.S. Holdings, Inc. Southern Tea LLC

Tata Water LLC Tetley Clover (Private) Limited Tetley USA Inc

Empirical Group LLC Key Management Personnel

Tata Global Beverages Canada Inc Mr. Ajoy Misra - CEO & Managing Director

Tata Global Beverages Australia Pty Limited Mr L Krishna Kumar - Executive Director & Group CFO

Earth Rules Pty Ltd.

Stansand Limited Subsidiary and Joint Venture of Promoter Company

Stansand(Brokers) Limited Tata Investment Corporation Limited

Stansand(Africa) Limited Ewart Investments Limited

Stansand(Central Africa) Limited Taj Air Limited

Tata Global Beverages Polska Sp.z.o.o Tata Capital Forex Limited (till October 30, 2017)

Drassington Limited Tata AIG General Insurance Limited

Good Earth Corporation Tata AIA Life Insurance Co Limited

Good Earth Teas Inc. Tata Consultancy Services Limited

Teapigs Limited TC Travel and Services Limited (till October 30, 2017)

Teapigs US LLC. Infiniti Retail Limited

Tata Global Beverages Czech Republic a.s Tata Interactive System Limited

Joekels Tea Packers (Proprietary) Limited Tata Business Support Services Limited (till November 27, 2017)

Tata Global Beverages Investments Limited Tata International Singapore PTE Limited

Campestres Holdings Limited Tata Housing Development Company Limited

Kahutara Holdings Limited Tata Elxsi Limited

Suntyco Holding Limited Tata Industries Limited Onomento Co Limited Coffee Trade LLC (w.e.f September 18, 2017)

Tea Trade LLC (till November 3, 2017) Employee Benefit Plans

Sunty LLC (till November 3, 2017) Tata Tea Limited Management Staff Gratuity Fund

Tata Coffee Limited Tata Tea Limited Management Staff Superannuation Fund

Tata Coffee Vietnam Company Limited Tata Tea Limited Staff Pension Fund

Consolidated Coffee Inc. Tata Tea Limited Gratuity Fund

Eight ''O Clock Coffee Company Tata Tea Limited Calcutta Provident Fund Eight ''O Clock Holdings Inc Tata Tea Extractions Inc Tata Global Beverages Capital Limited

Zhejiang Tata Tea Extraction Company Limited (till 24th July, 2017)

Tata Tea Holdings Private Limited

* For certain investments categorized under level 3, cost have been considered as an appropriate estimate of fair value because of a wide range of possible fair value measurements and cost represent the best estimate of fair value within that range.

B. Measurement of fair values

The basis of measurement with respect to each class of financial asset, financial liability is disclosed in note 2(j) of the financial statement.

The fair value of liquid mutual funds and long-term equity investment is based on active market. Fair values of certain non-current investment are valued based on discounted cash flow/book value/EBITDA multiple approach. Derivative financial instruments are valued based on Black-Scholes-Merton approach/Dollar offset principles.

C. Financial risk management

The Company has exposure to the following risks arising from financial instruments:

- Credit risk;

- Liquidity risk; and

- Market risk

i. Risk management framework

The Risk Management Committee of the Board is entrusted with the responsibility to assist the Board in overseeing and approving the Company''s risk management framework. The Company has a comprehensive Risk policy relating to the risks that the Company faces under various categories like strategic, operational, reputational and other risks and these have been identified and suitable mitigation measures have also been formulated. The Risk Management Committee reviews the key risks and the mitigation measures periodically. The Audit Committee has additional oversight in the area of financial risks and control.

ii. Credit risk

Credit risk is the risk that counterparty will not meet its obligations leading to a financial loss. The Company is exposed to credit risk arising from its operating (primarily trade receivables) and investing activities including deposits placed with banks, financial institutions and other corporate deposits. The Company establishes an allowance for impairment that represents its estimate of expected losses in respect of financial assets. Financial assets are classified into performing, under-performing and non-performing. All financial assets are initially considered performing and evaluated periodically for expected credit loss. A default on a financial asset is when there is a significant increase in the credit risk which is evaluated based on the business environment. The assets are written off when the Company is certain about the non-recovery.

a. Trade Receivables

The Company has an established credit policy and a credit review mechanism. The Company also covers certain category of its debtors through a credit insurance policy. In such case the insurance provider sets an individual credit limit and also monitors the credit risk. The concentration of credit risk arising from trade receivables is limited due to large customer base.

Management believes that the unimpaired amounts that are past due by more than 90 days are still collectible in full, based on historical payment behavior and analysis of customer credit risk.

b. Financial instruments and cash deposits

The credit risk from balances / deposits with banks, other financial assets and current investments are managed in accordance with the Company''s approved policy. Investments of surplus funds are made only with approved counterparties and within the limits assigned to each counterparties. The limits are assigned to mitigate the concentration risks. These limits are actively monitored by the Company.

iii. Liquidity Risk

Liquidity risk is the risk that the Company may encounter difficulty in meeting its obligations. The Company monitors rolling forecast of its liquidity position on the basis of expected cash flows. The Company''s approach is to ensure that it has sufficient liquidity or borrowing headroom to meet its obligations at all point in time. The Company has sufficient short-term fund based lines, which provides healthy liquidity and these carry highest credit quality rating from reputed credit rating agency.

Exposure to liquidity risk

The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements.

iv. Market risk

Market risk, the risk that the fair value of the future cash flows will fluctuate because of changes in the market prices, such as currency risk, interest rate risk and commodity price risk.

a) Currency risk

The Company operates in various geographies and is exposed to foreign exchange risk on its various currency exposures. The risk of changes in foreign exchange rates relates primarily to the Company''s operating activities and translation risk, which arises from recognition of foreign currency assets and liabilities.

The Company uses various derivative financial instruments governed by its board approved policy, such as foreign exchange forward and option contracts to mitigate the said risk. The counterparty for these contracts is generally a reputed scheduled bank. The Company reports quarterly to a committee of the board, which monitors foreign exchange risks and policies implemented to manage its foreign exchange exposures.

During the year ended March 31, 2018, the Company has designated certain foreign exchange forward contracts as cash flow hedges to mitigate the risk of foreign currency exposure on highly probable forecasted transactions. Hedge effectiveness is determined at inception and periodic prospective effectiveness testing is done to ensure the relationship exist between the hedged items and hedging instruments, including whether the hedging instrument is expected to offset changes in cash flows of hedged items.

b) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The interest rate risk can also impact the provision for retrial benefits. The Company generally utilizes fixed rate borrowings and therefore not subject to interest rate risk, since neither the carrying amount nor the future cash flows will fluctuate because of change in the market interest rates.

The Company is not exposed to significant interest rate risk as at the respective reporting dates.

c) Price Risk

The price risk is the risk arising from investments held by the Company and classified in the balance sheet either as fair value through other comprehensive income or at fair value through profit or loss.

The Company''s equity investments are mainly strategic in nature and are generally held on a long-term basis. Further, the current investments are in units of liquid mutual fund and these are not exposed to significant price risk.

d) Commodity Risk

The Company is exposed to the fluctuations in commodity prices mainly for tea. Mismatch in demand and supply, adverse weather conditions, market expectations etc., can lead to price fluctuations. The Company manages these price fluctuations by actively managing the sourcing of tea, private purchases and alternate blending strategies without impacting the quality of the blend.

Capital Management

The Company''s objective for capital management is to maximize shareholder wealth, safeguard business continuity and support the growth of the Company. The Company determines the capital management requirement based on annual operating plans and long term and other strategic investment plans. The funding requirements are met through optimum mix of borrowed and owned funds.

(ii) Defined Benefits Gratuity, Pension and Post Retiral Medical Benefits:

The Company operates defined benefit schemes like retirement gratuity, defined pension benefits and post retirement medical benefits. There are other superannuation benefits and medical benefits restricted to certain categories of employees/directors in the form of pension, medical and other benefits in terms of a specific policy related to the same. The defined benefit schemes offer specified benefits to the employees on retirement. The gratuity benefit provides for a lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 to 30 days'' last drawn salary payable for each completed year of service. Vesting occurs upon completion of five continuous years of service.

(iii) Provident Fund

The Company operates Provident Fund Schemes and the contributions are made to recognized funds maintained by the Company and for certain categories contributions are made to State Plans. The Company has an obligation to fund any shortfall on the yield of the trust''s investments over the administered rates on an annual basis. The Actuary has provided a valuation for provident fund liabilities on the basis of guidance issued by Actuarial Society of India and based on the below provided assumption there is no shortfall as on March 31, 2018 and March 31, 2017.

10. Unless otherwise stated, figures in brackets relate to the previous year. All the numbers have been rounded off to nearest crore.

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Mar 31, 2017

1. Contingent Assets :

Certain insurance/commercial claims are in the final stage of recovery for which amounts are not quantifiable and hence, not reported.

2. Micro enterprises and small enterprises under the Micro, Small and Medium Enterprises Development Act, 2006 have been determined based on the confirmations received in response to intimation in this regard sent by the Company to the suppliers. No interest in terms of Section 16 of Micro, Small and Medium Enterprises Development Act, 2006 or otherwise has either been paid or payable or accrued and remaining unpaid as at March 31, 2017.

3. A provision of Rs. 74.41 Crores created by the Company in earlier years, for its liabilities on account of bank loans availed by its Chinese subsidiary, has been, during the year, adjusted against capital infused into that subsidiary for the purpose of liquidating the said bank loans.

4. Corporate Social Responsibility (CSR)

As per Section 135 of the Companies Act, 2013, a CSR Committee has been formed by the Company.

(a) Gross Amount required to be spent by the Company during the year Rs. 5.31 Crores (Rs. 4.50 Crores).

(b) Amount spent during the year:

Other receipts consist of Rs. 41,500 received for vehicles requisitioned for public purposes and Rs. 1,08,000 received by the referral hospital operated by the Company in the plantation district of Munnar. These receipts were promptly deposited in the bank.

5. Lease

The Company''s leasing arrangements are in respect of operating leases for premises (residential, office, godown, etc.) and motor cars.

These operating leasing arrangements which are cancellable ranges between 5 months to 5 years and are usually renewable on mutually agreeable terms. The aggregate lease rentals payable in respect of premises are charged as Rent and in respect of motor cars amounting to Rs. 4.75 Crores (Rs. 4.59 Crores) are charged under Miscellaneous expense under Note 27 of the Statement of Profit and Loss.

* For certain investments categorised under Level 3, cost has been considered as an appropriate estimate of fair value because of a wide range of possible fair value measurements and cost represents the best estimate of fair value within that range.

** Includes loan amounting to Rs. 24 Crores classified from FVTPL (Level 3) to amortized cost in the financial year 2015-16.

B. Measurement of fair values

The basis of measurement in respect to each class of financial asset and financial liability is disclosed in note 2(i) of the financial statement.

The fair value of liquid mutual funds and long-term equity investment is based on quoted price. Fair values of certain non-current investment are valued based on discounted cash flow/book value/EBITDA multiple approach. Derivative financial instruments are valued based on Black-Scholes-Merton approach/Dollar offset principles.

C. Financial risk management

The Company has exposure to the following risks arising from financial instruments:

- Credit risk ;

- Liquidity risk ; and

- Market risk

i. Risk management framework

The Risk Management Committee of the Board is entrusted with the responsibility to assist the Board in overseeing and approving the Company''s risk management framework. The Company has a comprehensive risk management policy relating to the risks that the Company faces under various categories like strategic, operational, reputational and other risks and these have been identified and suitable mitigation measures have also been formulated. The Risk Management Committee reviews the key risks and the mitigation measures periodically. The Audit Committee has additional oversight in the area of financial risks and control.

ii. Credit risk

Credit risk is the risk that counter-party will not meet its obligations leading to a financial loss. The Company is exposed to credit risk arising from its operating (primarily trade receivables) and financing activities including deposits placed with banks, financial institutions and other corporate deposits. The Company establishes an allowance for impairment that represents its estimate of expected losses in respect of financial assets. Financial assets are classified into performing, under-performing and non-performing. All financial assets are initially considered performing and evaluated periodically for expected credit loss. A default on a financial asset is when there is a significant increase in the credit risk which is evaluated based on the business environment. The assets are written off when the company is certain about the non-recovery.

a. Trade Receivables

The Company has an established credit policy and a credit review mechanism. The Company also covers certain category of its debtors through a credit insurance policy. In such case the insurance provider sets an individual credit limit and also monitors the credit risk.

Management believes that the unimpaired amounts that are past due by more than 90 days are still collectible in full, based on historical payment behavior and analysis of customer credit risk.

b. Financial instruments and cash deposits

The credit risk from balances / deposits with banks, other financial assets and current investments are managed in accordance with the company''s approved policy. Investments of surplus funds are made only with approved counter-parties and within the limits assigned to each counter-parties. The limits are assigned to mitigate the concentration risks. These limits are actively monitored by the Company.

iii. Liquidity Risk

Liquidity risk is the risk that the Company may encounter difficulty in meeting its obligations. The Company monitors rolling forecast of its liquidity position on the basis of expected cash flows. The Company''s approach is to ensure that it has sufficient liquidity or borrowing headroom to meet its obligations at all point in time. The Company has sufficient short-term fund based lines, which provides healthy liquidity and these carry highest credit quality rating from reputed credit rating agency.

Exposure to liquidity risk

The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements.

iv. Market risk

Market risk is the risk that the fair value of the future cash flows will fluctuate because of changes in the market prices such as currency risk, interest rates risk and commodity price risk.

a) Currency risk

The Company operates in various geographies and is exposed to foreign exchange risk on its various currency exposures. The risk of changes in foreign exchange rates relates primarily to the Company''s operating activities and translation risk, which arises from recognition of foreign currency assets and liabilities.

The Company uses various derivative financial instruments governed by its board approved policy, such as foreign exchange forward and option contracts to mitigate the said risk. The counter-party for these contracts is generally a reputed scheduled bank. The Company reports quarterly to a committee of the board, which monitors foreign exchange risks and policies implemented to manage its foreign exchange exposures.

During the year ended March 31, 2017, the company has designated certain foreign exchange forward contracts as cash flow hedges to mitigate the risk of foreign currency exposure on highly probable forecasted transactions. Hedge effectiveness is determined at inception and periodic prospective effectiveness testing is done to ensure that the relationship exists between the hedged items and hedging instruments, including whether the hedging instruments is expected to offset changes in cash flows of hedged items.

b) Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The interest rate risk can also impact the provision for retrial benefits. The Company generally utilizes fixed rate borrowings and therefore not subject to interest rate risk, since neither the carrying amount nor the future cash flows will fluctuate because of change in the market interest rates.

The Company is not exposed to significant interest rate risk as at the respective reporting dates.

c) Price Risk

The price risk is the risk arising from investments held by the Company and classified in the balance sheet either at fair value through Other Comprehensive Income or at fair value through profit or loss.

The Company''s equity investments are mainly strategic in nature and are generally held on a long-term basis. Further, the current investments are in units of liquid mutual fund and these are not exposed to significant price risk.

d) Commodity Risk

The Company is exposed to the fluctuations in commodity prices mainly for tea. Mismatch in demand and supply, adverse weather conditions, market expectations etc., can lead to price fluctuations. The Company manages these price fluctuations by actively managing the sourcing of tea, private purchases and alternate blending strategies without impacting the quality of the blend.

Capital Management

The Company''s objective for capital management is to maximize shareholder wealth, safeguard business continuity and support the growth of the Company. The Company determines the capital management requirement based on annual operating plans and long-term and other strategic investment plans. The funding requirements are met through optimum mix of borrowed and own funds.

6. Post Retirement Employee Benefits:

(i) Defined Contributions

Amount of Rs. 10.62 Crores (Rs. 10.02 Crores) is recognized as an expense and included in employee benefit expense to the following defined contribution plans:

(ii) Defined Benefits:

Gratuity, Pension and Post Retiral Medical Benefits:

The Company operates defined benefit schemes like retirement gratuity, defined superannuation benefits and post retirement medical benefits. There are superannuation benefits and medical benefits restricted to certain categories of employees/directors in the form of pension, medical and other benefits in terms of a specific policy related to the same

(iii) Provident Fund

The Company operates Provident Fund Schemes and the contributions are made to recognized funds maintained by the Company and for certain categories contributions are made to State Plans. The Company has an obligation to fund any shortfall on the yield of the trust''s investments over the administered rates on an annual basis. The Actuary has provided a valuation for provident fund liabilities on the basis of guidance issued by Actuarial Society of India and based on the below provided assumption there is no shortfall as on March 31, 2017 and March 31, 2016.

7. First-time adoption of Ind AS

The Company has prepared financial statements which comply with Ind AS for periods ending on or after March 31, 2016, together with the comparative period data for the year ended March 31, 2016. In preparing these financial statements, the Company''s opening balance sheet was prepared as at April 1, 2015, the Company''s date of transition to Ind AS. This note explains the principal adjustments made by the Company in restating its Indian GAAP balance sheet as at April 1, 2015 and its previously published Indian GAAP financial statements as at and for the year ended March 31, 2016.

Notes to reconciliation:

A) Reversal of Proposed Dividend

Under the previous GAAP, dividends proposed by the Board of Directors after the balance sheet date but before the approval of the financial statements were considered as adjusting events. Accordingly, provision for proposed dividend was recognized as a liability. Under Ind AS, such dividends are recognized when the same is approved by the shareholders in the General Meeting. This has resulted in an increase in equity by Rs. 171.72 Crores and Rs. 171.72 Crores as at March 31, 2016 and April 1, 2015 respectively.

B) Fair value of equity investments through Other Comprehensive Income

Under previous GAAP, current investments were measured at lower of cost or fair value and long-term investments were measured at cost less diminution in the value which is other than temporary. Under Ind AS, these investments are required to be measured at fair value. The resulting fair value changes of these investments were recognized in equity.

C) Amortized cost adjustment on long-term borrowings

Under previous GAAP, redemption premium payable on Debentures were adjusted with Securities Premium in accordance with Section 52 of Companies Act, 2013. Under Ind AS, these Debentures being financial liabilities are measured at amortized cost using the effective interest method and the resultant difference is accounted in the Statement of Profit and Loss. This has resulted in increase in equity by Rs. 10.78 Crores and Rs. 27.26 Crores as at March 31, 2016 and April 1, 2015 respectively.

D) Tax adjustments

Tax adjustments include deferred tax impact on account of differences between previous GAAP and Ind AS. These adjustments have resulted in increase in net profit by Rs. 6.91 Crores for the year ended March 31, 2016.

E) Remeasurement of defined benefit plans

Under Ind AS, remeasurements of defined benefit plans i.e. actuarial gains and losses and the return on plan assets, excluding amounts included in the net interest expense on the net defined benefit liability are recognized in other comprehensive income instead of the statement of profit and loss. Under the previous GAAP, these remeasurements were accounted in the statement of profit and loss for the year. As a result of this change, the profit for the year ended March 31, 2016 increased by Rs. 11.33 Crores. There is no impact on the total equity as at March 31, 2016.

Statement of Cash Flow:

There were no significant reconciliation items between cash flows prepared under Indian GAAP and those prepared under Ind AS.

8. Unless otherwise stated, figures in brackets relate to the previous year. All the numbers have been rounded off to nearest Crore.

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Mar 31, 2016

1. General Information:

Tata Global Beverages Limited ("the holding company") and its subsidiaries, joint ventures and associates (together, "the Group") is a global beverages company engaged in the trading, production and distribution of Tea, Coffee and Water. The group has branded beverage business operations mainly in India, Europe, US, Canada and Australia, plantation business in India/Sri Lanka and extraction business mainly in India, US and China.

2. Estimated amount of contracts remaining to be executed on capital account and not provided for as at March 31, 2016 aggregated Rs. 2.29 Crores (Rs. 7.70 Crores) (Capital Advances Rs. 1.15 Crores (Rs. 1.83 Crores)).

3. Micro enterprises and small enterprises under the Micro, Small and Medium Enterprises Development Act, 2006 have been determined based on the confirmations received in response to intimation in this regard sent by the Company to the suppliers. No interest in terms of Section 16 of Micro, Small and Medium Enterprises Development Act, 2006 or otherwise has either been paid or payable or accrued and remaining unpaid as at March 31, 2016.

4. The company had entered into a put option agreement with International Finance Corporation (IFC) in relation to their investment in Amalgamated Plantations Private Limited (APPL) under which IFC could exercise a put option by 29th April 2016, with an obligation on the Company to purchase a maximum of 300 Lakhs shares. This option was not exercised by IFC.

5. (a) During the previous year, pursuant to a Scheme of Amalgamation of Mount Everest Mineral Water Limited (Subsidiary of the Company) with the Company as sanctioned by the Honorable High Courts of Himachal Pradesh and Calcutta, all assets and liabilities of the subsidiary had been transferred to and vested with the Company retrospectively with effect from 1st April 2013.

The amalgamation has been accounted for in the books of account of the Company according to the "Pooling of Interests Method" of accounting as per the Accounting Standard (AS) 14, ''Accounting for Amalgamations'' specified under section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014.

All assets and liabilities, reserves have been recorded in the books of account of the Company at their existing carrying amounts and in the same form.

Further, in accordance with the Scheme, the difference between carrying value of investments in the Amalgamating Company as reflected in the books of the Company and the corresponding paid up capital of the amalgamating Company along with the debit balance in the Statement of Profit and Loss as of April 1, 2013 of the Amalgamating Company had been adjusted against the securities premium account of the Company. The application and reduction of the securities premium account was effected as an integral part of the sanctioned Scheme under reference to section 391 and section 394 of the Companies Act, 1956 read with section 78 and section 100 of the Companies Act, 1956.

(b) The company during 2013-14 had entered into a development agreement with Tata Reality and Infrastructure Limited for development of commercial /residential property through a special purpose vehicle TRIL Constructions Limited (TCL). The consideration for the transfer of land with buildings/structures in Yehswantpur, Bangalore was Rs. 195 Crores. The said consideration was discharged by combination of cash, investment in TCL through equity and compulsorily convertible preference shares (Refer Note 13 - Non-Current Investments) and constructed office space in the property to be developed.

6. (a) During the year the Company has evaluated its exposure in its Chinese Subsidiary Company which is under Joint Venture Control. In view of delays in startup and stabilisation of technology for an enhanced product range and on considerations of accounting prudence the Company has recoqnised a provision of Rs. 52.25 Crores (Rs. 23.69 Crores) on account of obligations arising from bank loans availed by the Subsidiary. In previous year the Company had recoqnised a dimuntion, other than temporary, in its investment and convertible loans cumulating to Rs. 38.24 Crores.

(b) The Company has recoqnised an impairment loss in the carrying value of its Patent/Knowhow. The impairment arose on account of revision in the business plans with lower than expected economic benefits over its estimated useful life. A pre tax discounting rate of 22.3 % has been used for value in use evaluation (Refer Note 48).

7. The current tax charge is net of credit on account of writebacks pertaining to earlier years of Rs. 18.10 Crores (Rs. 51.40 Crores). Prior year included one-time credit arising on amalgamation of Mount Everest Mineral Water Limited with the Company and credit relating to debenture redemption premium charged to Securities Premium account in an earlier year.

8. Corporate Social Responsibility (CSR)

As per Section 135 of the Companies Act, 2013, a CSR Committee has been formed by the Company.

(a) Gross Amount required to be spent by the Company during the year Rs. 4.50 Crores

(b) Amount spent during the year on:

9. The Company''s leasing arrangements are in respect of operating leases for premises (residential, office, godown etc.) and motor cars.

These operating leasing arrangements which are cancellable ranges between 5 months to 5 years and are usually renewable on mutually agreeable terms. The aggregate lease rentals payable in respect of premises are charged as Rent and in respect of motor cars amounting to Rs. 4.59 Crores (Rs. 4.34 Crores) are charged under Miscellaneous expense under Note 29 of the Statement of Profit and Loss.

10. A) Related Party Disclosure Related Parties Promoter

Tata Sons Limited

Subsidiaries

Tata Global Beverages Group Limited

Tata Global Beverages Holdings

Tata Global Beverages Services Limited

Tata Global Beverages GB Limited

Tata Global Beverages Overseas Holdings Limited

Tata Global Beverages Overseas Limited

Lyons Tetley Limited

Tata Global Beverages U.S. Holdings, Inc.

Tetley USA Inc.

Tata Global Beverages Canada Inc.

Tata Global Beverages Australia Pty Limited

Stansand Limited

Stansand (Brokers) Limited

Stansand (Africa) Limited

Stansand (Central Africa) Limited

Tata Global Beverages Polska Sp.z.o.o

Drassington Limited, UK

Good Earth Corporation

Good Earth Teas Inc.

Teapigs Limited

Teapigs US LLC.

Tata Global Beverages Czech Republic a.s

Joekels Tea Packers (Proprietary) Limited (South Africa)

Tata Global Beverages Investments Limited

Campestres Holdings Limited

Kahutara Holdings Limited

Suntyco Holding Limited

Onomento Co. Limited

OOO Tea Trade LLC

OOO Sunty LLC

Tata Cofee Limited

Consolidated Cofee Inc.

Eight ''O Clock Cofee Company

Eight ''O Clock Holdings Inc.

Tata Tea Extractions Inc.

Tata Global Beverages Capital Limited

Zhejiang Tata Tea Extraction Company Limited

Tata Tea Holdings Private Limited

Earth Rules Pty. Ltd.

Associates

Estate Management Services Pvt. Limited, Sri Lanka

Amalgamated Plantations Pvt. Limited

Kanan Devan Hills Plantation Company Private Limited

TRIL Constructions Limited

Joint Ventures

NourishCo Beverages Limited

Tata Starbucks Private Limited

Associates of Subsidiaries

Bjets Pte. Ltd.

Joint Venture of Subsidiaries

Tetley ACI (Bangladesh) Limited

Southern Tea LLC

Empirical Group LLC

Tetley Clover (Private) Limited

Key Management Personnel

Mr. Ajoy Misra - CEO & Managing Director

Mr. L KrishnaKumar - Executive Director & Group CFO

11. The Company is primarily engaged in tea with some presence in cofee and water. As per the threshold limits prescribed under Accounting Standard (AS-17) on "Segment Reporting" specified under section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, the Company''s reportable activity falls within a single business segment, viz "Buying / Blending and Sale of tea in bulk and value added form" and hence the disclosure requirements are not applicable. It has identified Geographical segment as the secondary segment. During the year and previous year, the value of export sales made by the Company did not exceed the quantitative threshold provided for the relevant Accounting Standards. Accordingly no disclosures in the secondary format of geographical segment is required.

12. Post Retirement Employee Benefits:

The Company operates defined benefit schemes like provident fund and defined contribution superannuation schemes. For these schemes, contributions are made by the Company, based on current salaries, to recognized funds maintained by the Company and for certain categories contributions are made to State Plans. In case of provident fund schemes, contributions are also made by the employees. An amount of Rs. 10.03 Crores (Rs. 9.35 Crores) has been charged to the statement of profit & loss on account of defined contribution schemes.

The Company also operates defined benefit schemes like retirement gratuity, defined superannuation benefits and post retirement medical benefits. The superannuation benefits and medical benefits are restricted to certain categories of employees and qualifying employee/directors in the form of pension, medical and other benefits in terms of a specific policy related to the same (others). The defined benefit schemes offer specified benefits to the employees on retirement. Annual actuarial valuations are carried out by an independent actuary in compliance with Accounting Standard 15 (revised 2005) on Employee Benefits. Wherever recognized funds have been set up, annual contributions are also made by the Company. Employees are not required to make any contribution.

13. Disclosure requirement for Derivatives Instruments

The Company uses foreign currency hedges to manage its risks associated with foreign currency fluctuations relating to certain firm commitments and highly probable transactions. The Company does not use derivative contracts for trading or for speculative purposes.

14. Unless otherwise stated, figures in brackets relate to previous year and have been rearranged / regrouped wherever necessary.

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Mar 31, 2014

1. Estimated amount of contracts remaining to be executed on capital account and not provided for as at 31st March 2014 aggregated Rs 772.40 Lakhs (Rs. 636.37 Lakhs) [Net of advances Rs 271.89 Lakhs (Rs 103.24 Lakhs)].

2. Contingent Liabilities not provided for in respect of:

(a) Claims under adjudication not acknowledged as debts:

Gross Net of Estimated Tax Rs in Lakhs Rs in Lakhs

(i) Taxes, Statutory Duties/ Levies etc. 1111.91 691.97

(1060.45) (665.19)

(ii) Commercial and other Claims 450.87 287.20

(500.61) (315.26)

(b) Labour disputes under adjudication relating to some staff - amount not ascertainable.

(c) Guarantee given to the lender of subsidiaries Rs 2893.89 Lakhs (Rs.13221.77 Lakhs) out of which Rs Nil (Rs.13221.77 Lakhs) is fully backed by a counter guarantee given by another subsidiary

3. Micro enterprises and small enterprises under the Micro, Small and Medium Enterprises Development Act, 2006 have been determined based on the confirmations received in response to intimation in this regard sent by the Company to the suppliers. No interest in terms of Section 16 of Micro, Small and Medium Enterprises Development Act, 2006 or otherwise has either been paid or payable or accrued and remaining unpaid as at 31st March 2014.

4. The Company had entered into a put option agreement with International Finance Corporation (IFC) in relation to their investment in Amalgamated Plantations Private Limited (APPL). In terms of the said agreement, IFC has the right to exercise a put option whereby the Company is obliged to purchase a maximum of 300 lakhs shares in APPL, if certain conditions or events stipulated in the said agreement do not occur.

5. a) The Company''s leasing arrangements are in respect of operating leases for premises (residential, office, godown, etc.) and motor cars.

These operating leasing arrangements which are cancellable ranges between 5 months to 5 years and are usually renewable on mutually agreeable terms. The aggregate lease rentals payable in respect of premises are charged as Rent and in respect of motor cars amounting to Rs. 406.16 Lakhs (Rs.337.78 Lakhs) are charged under Miscellaneous expense under Note 28 of the statement of Profit and loss account.

6. The Company has only one reportable primary segment i.e. tea. It has identified Geographical segment as the secondary segment During the year and the previous comparable year, the value of export sales made by the Company did not exceed the quantitative threshold set. Accordingly, reporting on disclosures in the secondary format of geographical segment are not applicable to the Company.

7. The Board of Directors of the Company in its meeting held on 12th November 2013 had approved the scheme of merger of its subsidiary, Mount Everest Mineral Water Limited (MEMW), with the Company in terms of a scheme of amalgamation under Section 391-394 and other applicable provisions of the Companies Act, 1956. The necessary approvals from the Stock exchanges and SEBI have been obtained. The scheme is proposed to be placed for approval at a Court convened meeting of the shareholder of the Company to be held on 4th June 2014. The appointed date of the scheme is 1st April 2013. The scheme would be effective on the receipt of necessary approvals and completion of formalities as laid down there under. Accordingly, the operating results of MEMW would be reflected by the Company from the appointed date of 1st April 2013 after the scheme becomes effective post obtaining all the requisite approvals. In terms of the scheme, till such date the scheme becomes effective the merging entity''s business operations are being carried out in trust on behalf of the Company.

8. Unless otherwise stated, figures in brackets relate to previous year and have been rearranged/regrouped wherever necessary.

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Mar 31, 2013

1. General Information:

Tata Global Beverages Limited ("the holding company") and its subsidiaries, joint ventures and associates (together, "the Group") is a global beverages company engaged in the trading, production and distribution of Tea, Coffee and Water. The group has branded beverage business operations mainly in India, Europe, US, Canada and Australia, plantation business in India/Sri Lanka and extraction business mainly in lndia, US and China.

Redeemable at premium of Rs. 195247 per debenture on 4.11.2013, at the end of 3 years from the date of a llotment 4.11.2010.

Series 1 - 3000 Debentures aggregating to Rs. 30000 Lakhs are secured by way of a first mortgage on certain immovable properties of the Company and first ranking exclusive charge on Long-Term Bank Deposit of Rs. 3000 Lakhs.

Series 2 - 250 Debentures aggregating to Rs. 2500 Lakhs are secured by way of a first mortgage on certain immovable properties of the Company and pledge of shares of certain companies held as investments

2. Estimated amount of contracts remaining to be executed on capital account and not provided for as at 31 st March 2013 aggregated Rs 636.37 Lakhs (Rs. 689.63 Lakhs) (Net of advances Rs. 103.24 Lakhs (Rs. 32.96 Lakhs)).

3. Contingent Liabilities not provided for in respect of:

(a) Claims under adjudication not acknowledged as debts:

Gross Net of Estimated Tax Rs. in Lakhs Rs. in Lakhs

(i) Taxes, Statutory Duties/ Levies etc. 1060.45 665.19

(700.01) (434.92)

(ii) Commercial and other Claims 500.61 315.26

(483.25) (311.63)

(b) Labour disputes under adjudication relating to some staff - amount not ascertainable.

(c) Counter Guarantee given on behalf of an Associate Company Rs. Nil (Rs. 21.30 Lakhs).

(d) Guarantee given to the lender of a subsidiary Rs. 13221.77 Lakhs (Rs. 6788.60 Lakhs), which is fully backed by a counter guarantee given by another subsidiary.

4. Micro enterprises and small enterprises under the Micro, Small and Medium Enterprises Development Act, 2006 have been determined based on the confirmations received in response to intimation in this regard sent by the Company to the suppliers. No interest in terms of Section 16 of Micro, Small and Medium Enterprises Development Act, 2006 or otherwise has either been paid or payable or accrued and remaining unpaid as at 31st March 2013.

5 a) The Company had entered into a put option agreement with International Finance Corporation (IFC) in relation to their investment in Amalgamated Plantations Private Limited (APPL). In terms of the said agreement, IFC has the right to exercise a put option whereby the Company is obliged to purchase a maximum of 300 Lakhs shares in APPL, if certain conditions or events stipulated in the said agreement do not occur.

6. a. The Company''s leasing arrangements are in respect of operating leases for premises (residential, office, godown, etc.) and motor cars and finance lease for certain plant and machinery.

These operating leasing arrangements which are cancellable ranges between 5 months to 5 years and are usually renewable on mutually agreeable terms. The aggregate lease rentals payable in respect of premises are charged as Rent and in respect of motor cars amounting to Rs. 337.78 Lakhs (Rs. 282.68 Lakhs) are charged under Miscellaneous expense under Note 29 of Statement of Profit and Loss.

7. a) Related Party Disclosure

Related Parties Promoter

Tata Sons Limited.

Subsidiaries

Tata Global Beverages Group Limited

Tata Global Beverages Holdings

Tata Global Beverages Services Limited

Tata Global Beverages GB Limited

Tata Global Beverages Overseas Holdings Limited

Tata Global Beverages Overseas Limited

Lyons Tetley Limited

Tata Global Beverages U.S. Holdings, Inc.

Tetley USA Inc.

Tata Global Beverages Canada Inc.

Tata Global Beverages Australia Pty Limited

Stansand Limited

Stansand (Brokers) Limited

Stansand (Africa) Limited

Stansand (Central Africa) Limited

Tata Global Beverages Polska Sp.z.o.o

Drassington Limited, UK

Good Earth Corporation

Good Earth Teas Inc.

Tea pigs Limited

Tata Global Beverages Czech Republic a.s.,

Joekels Tea Packers (Proprietary) Limited (South Africa) Tata Global Beverages Investments Limited Campestres Holdings Limited Kahutara Holdings Limited Suntyco Holding Limited Onomento Co Limited OOO Tea Trade LLC OOO Sunty LLC

Tata Coffee Limited

Consolidated Coffee Inc.

Eight ''O Clock Holdings Inc.

Eight ''O Clock Coffee Inc.

Alliance Coffee Limited Ta ta Tea Extractions Inc.

Tata Global Beverages Capital Limited Mount Everest Mineral Water Limited Zhejiang Tata Tea Extraction Company Limited.

Tata Tea Holdings Private Limited

Associates

Estate Management Services Pvt. Limited, Sri Lanka Amalgamated Plantations Pvt. Limited

Kanan Devan Hills Plantation Company Pvt. Limited (w.e.f. 30th October 2012)

Joint Ventures

NourishCo Beverages Limited Tata Starbucks Limited

Associates of Subsidiaries

The Rising Beverages Company LLC Bjets Pte. Limited (w.e.f. 30th January 2012)

Joint Venture of Subsidiaries

Tetley ACI (Bangladesh) Limited Southern Tea LLC Empirical Group LLC Tetley Clover (Private) Limited.

Ta ta Coffee (Uganda) Ltd. (Dissolved on 21st December 2012)

Key Management Personnel

Mr. P T Siganporia - Managing Director (till 30.06.2012)

Mr. Harish Bhat - Managing Director (w.e.f. 01.07.2012)

Mr. Ajoy Misra - Executive Director

7. The Company has only one reportable primary segment i.e. tea. 11 has identified Geographial segment as the secondary segment. During the year and the previous comparable year, the value of export sales made by the Company did not exceed the quantitative threshold set. Accordingly, reporting on disclosures in the secondary format of geographical segment are not applicable to the Company.

8. Post Retirement Employee Benefits:

The Company operates defined benefit schemes like provident fund and defined contribution superannuation schemes. For these schemes, contributions are made by the Company, based on current salaries, to recognised funds maintained by the Company and for certain categories contributions are made to State Plans. In case of Provident Fund schemes, contributions are also made by the employees. An amount of Rs 706.49 Lakhs (Rs. 641.49 Lakhs) has been charged to the Statement of Profit and Loss on account of defined contribution schemes.

The Company also operates defined benefit schemes like retirement gratuity, defined superannuation benefits and post retirement medical benefits. The superannuation benefits and medical benefits are restricted to certain categories of employees. The defined benefit schemes offer specified benefits to the employees on retirement. Annual actuarial valuations are carried out by an independent actuary in compliance with Accounting Standard 15 (revised 2005) on Employee Benefits. Wherever recognised funds have been set up, annual contributions are also made by the Company. Employees are not required to make any contribution.

During the year the Company has adopted a policy for Post Retirement benefit obligation ("Others") towards qualifying Employee/ Directors in the form of pension, medical and other benefits, by using the principles as stated in AS 15- Employee Benefits. The quantum and payment of the said benefits are subject to eligibility criteria of the retiring employee/directors and is payable at the discretion of the Board after the vesting conditions are fulfilled.

The estimates of future salary increases considered in the actuarial valuation takes into account factors like inflation, future salary increases, supply and demand in the employment market etc. The expected return on plan assets is based on actuarial expectation of the average long term rate of return expected on investments of the Funds during the estimated term of the obligations.

The contribution expected to be made by the Company for the year ending 31 st March 2013 is not readily ascertainable.

The Guidance on Implementing AS 15, Employee Benefits (revised 2005) issued by Accounting Standards Board (ASB) states that benefits involving employer established provident funds, which require interest shortfalls to be recompensed are to be considered as defined benefit plans. The Actuarial Society of India has issued the final guidance for measurement of provident fund liabilities during the quarter ended 31 st December 2011.

The actuary has accordingly provided a valuation and based on the below provided assumptions there is no shortfall as at 31st March 2013.

The Company has adopted a policy for Post Retirement benefit obligation towards Qualifying Employee/Directors. (Refer note 45) The liability net of deferred tax has been adjusted/reversed.

9. Unless otherwise stated, figures in brackets relate to previous year and have been rearranged/regrouped wherever necessary.

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Mar 31, 2012

Notes:

1. The above Cash Flow Statement has been prepared under the 'Indirect Method' as set out in the Accounting Standard on 'Cash Flow Statements (AS-3)' issued by Companies (Accounting Standards) Rules, 2006.

2. Previous year's figures have been rearranged/regrouped wherever necessary.

Notes forming part of the Financial Statements

1. General information:

Tata Global Beverages Limited ("the holding company") and its subsidiaries, joint ventures and associates (together, "the Group") is a global beverages company engaged in the trading, production and distribution of Tea, Coffee, Water and other beverage products. The group has branded beverage business operations mainly in India, Europe, US, Canada and Australia, plantation business in India and extraction business mainly in India and US.

1. 769276 shares of Tata Chemicals Limited and 210000 shares of Tata Coffee Limited are pledged against outstanding 3% Non Convertible privately placed "Series 2" Debentures aggregating to Rs. 2500 Lakhs.

2. Fully provided (Original Cost Rs. 22.14 Lakhs).

1. Contingent Liabilities not provided for in respect of:

(a) Claims under adjudication not acknowledged as debts: Rs. in Lakhs

Gross Net of

Estimated Tax

(i) Taxes, Statutory Duties/ Levies etc. 700.01 434.92

(523.87) (316.47)

(ii) Commercial and other Claims 483.25 311.63

(497.49) (319.75)

(b) Labour disputes under adjudication relating to some staff – amount not ascertainable.

(c) Counter Guarantee given on behalf of an Associate Company Rs. 21.30 Lakhs (Rs. 34.94 Lakhs).

(d) Guarantee given to the lender of a subsidiary Rs. 6788.60 Lakhs (Rs. 5950.54 Lakhs), which is fully covered by a counter guarantee given by another subsidiary.

2. Micro enterprises and small enterprises under the Micro, Small and Medium Enterprises Development Act, 2006 have been determined based on the confirmations received in response to intimation in this regard sent by the Company to the suppliers. No interest in terms of Section 16 of Micro, Small and Medium Enterprises Development Act, 2006 or otherwise has either been paid or payable or accrued and remaining unpaid as at March 31 2012.

3. a) The Company had entered into a put option agreement with International Finance Corporation (IFC) in relation to their investment in Amalgamated Plantations Private Limited (APPL). In terms of the said agreement, IFC has the right to exercise a put option whereby the Company is obliged to purchase a maximum of 300 lakhs shares in APPL, if certain conditions or events stipulated in the said agreement do not occur.

b) The Company had entered into a put option agreement with two erstwhile promoters of Mount Everest Mineral Water Limited (MEMW) in relation to their investments in MEMW. In terms of the said agreement, the two erstwhile promoters have the right to exercise a put option whereby the Company is obliged to purchase a maximum of 31.10 lakhs shares in MEMW, if certain conditions or events as stipulated in the said agreement do not occur. After the independent acquisition of 14.2 lakhs shares in March 2012, the put option agreement was amended reducing the put option shares at a renegotiated and reduced put option price for exercise of the shares. The said option was exercised by the erstwhile promoters in May 2012 bringing to an end the put option agreement.

4. a) The Company's leasing arrangements are in respect of operating leases for premises (residential, office, godown, etc.) and motor cars and finance lease for certain plant and machinery.

These operating leasing arrangements which are cancellable ranges between 5 months to 5 years and are usually renewable on mutually agreeable terms. The aggregate lease rentals payable in respect of premises are charged as Rent and in respect of Motor Cars amounting to Rs. 282.68 Lakhs (Rs.240.69 Lakhs) are charged under Miscellaneous Expense under Note 29 of Statement of Profit and Loss.

5. a) Related Party Disclosure

Related Parties Promoter

Tata Sons Ltd.

Subsidiaries

Tata Global Beverages Group Limited Tata Global Beverages Holdings Limited Tata Global Beverages Services Limited Tata Global Beverages GB Limited Tata Global Beverages Overseas Holdings Limited Tata Global Beverages Overseas Limited Lyons Tetley Limited Tata Global Beverages U.S. Holdings, Inc Tetley USA Inc

Tata Global Beverages Canada Inc Tata Global Beverages Australia Pty Limited Stansand Ltd Stansand (Brokers) Ltd Stansand (Africa) Ltd Stansand (Central Africa) Ltd Tata Global Beverages Polska Sp.z.o.o Drassington Limited, UK Good Earth Corporation Good Earth Teas Inc. Teapigs Ltd.

Tata Global Beverages Czech Republic a.s, Joekels Tea Packers (Proprietary) Ltd. (South Africa) Tata Global Beverages Investments Limited Campestres Holdings Limited Kahutara Holdings Limited Suntyco Holding Ltd

Onomento Co Ltd

OOO Tea Trade LLC

OOO Sunty LLC

Subsidiaries

Tata Coffee Ltd

Consolidated Coffee Inc.

Eight 'O Clock Coffee Company

Alliance Coffee Ltd. Tata Tea Extractions Inc Tata Global Beverages Capital Limited Mount Everest Mineral Water Limited Zhejiang Tata Tea Extraction Company Limited Tata Tea Holdings Private Limited

Associates

Estate Management Services Pvt Ltd, Sri Lanka

Watawala Plantations Ltd, Sri Lanka Amalgamated Plantations Pvt Ltd.

Joint Ventures

NourishCo Beverages Limited Tata Starbucks Limited

Associates of Subsidiaries

The Rising Beverages LLC

Joint Venture of Subsidiaries

Tetley ACI (Bangladesh) Ltd Southern Tea LLC Empirical Group LLC Tetley Clover (Private) Ltd. Tata Coffee (Uganda) Ltd.

Key Management Personnel

Mr. P.T. Siganporia - Managing Director

Mr. Ajoy Misra - Executive Director (w.e.f 1.12.2011)

6. The Company has only one reportable primary segment i.e. tea. It has identified geographical segment as the secondary segment. Disclosure is given herewith

ii) The Company's interest in these Joint Ventures is reported as Non Current Trade Investments (Note - 13) and stated at cost. However, the Company's share of each of the assets, liabilities, income and expenses, etc. (each without elimination of the effect of transactions

iii) Capital Commitment of the Company in relation to the interest in NourishCo Beverages Limited is Rs. 747.50 Lakhs (Rs. 2247.50 Lakhs), being its contribution to subscribe to the share capital of the Joint Venture as and when required.

7. Post Retirement Employee Benefits :

The Company operates defined contribution schemes like provident fund and defined contribution superannuation schemes. For these schemes, contributions are made by the Company, based on current salaries, to recognised funds maintained by the Company and for certain categories contributions are made to State Plans. In case of Provident fund schemes, contributions are also made by the employees. An amount of Rs. 641.49 Lakhs (Rs. 661.12 Lakhs) has been charged to the Statement of Profit & Loss on account of defined contribution schemes.

The Company also operates defined benefit schemes like retirement gratuity, defined superannuation benefits and post retirement medical benefits. The superannuation benefits and medical benefits are restricted to certain categories of employees. The defined benefit schemes offer specified benefits to the employees on retirement. Annual actuarial valuations are carried out by an independent actuary in compliance with Accounting Standard 15 (revised 2005) on Employee Benefits. Wherever recognised funds have been set up, annual contributions are also made by the Company. Employees are not required to make any contribution.

8. Disclosure requirement for Derivatives instruments

The Company uses foreign currency hedges to manage its risks associated with foreign currency fluctuations relating to certain firm commitments and highly probable transactions. The Company does not use derivative contracts for trading or for speculative purposes.

9. Details of Provision for Future Payments under Contractual obligations

Provision for Contractual Obligations represents future obligation to certain eligible retired/current directors of the Company as per Company Policy. These are expected to materialise in terms of the outflows mandated in the said policy/contracts.

10. Unless otherwise stated, figures in brackets relate to previous year and have been rearranged / regrouped wherever necessary.

i. Registration Details

Registration No. 31425

Balance Sheet Date 31.03.2012

State Code 21

ii. Capital raised during the year (Amount in Rs. Thousands)

Public Issue Nil

Bonus Issue Nil

Rights Issue Nil

Private Placement Nil

iii. Position of mobilisation and deployment of funds (Amount in Rs. Thousands)

Total Liabilities 31655744

Total Assets 31655744

Sources of Funds

Paid Up Capital 618399

Reserves & Surplus 21482674

Unsecured Loans -

Share Warrants Nil

Secured Loans 3668503

Application of Funds

Net Fixed Assets 1427752

Net Current Assets 2712074

Accumulated Losses Nil

Investments 22057013

Miscellaneous Expenditure Nil

Deferred Taxation 177101

iV. Performance of Company (Amount in Rs. Thousands)

Turnover (Total Income) 21293843

Profit/(Loss) Before Tax 3699110

Earnings Per Share (in Rs.) 4.89

Total Expenditure 18426019

Profit/(Loss) After Tax 3026836

Dividend Rate 215%

V. Generic names of two principal products/services of the Company

Item Code No. (ITC Code) 0902….

Product Description TEA WHETHER OR NOT FLAVOURED

Item Code No. (ITC Code) 21012010

Notes:

1 The above Cash Flow Statement has been prepared under the 'Indirect Method' as set out in the Accounting Standard on 'Cash Flow Statements (AS-3)' issued by Companies (Accounting Standards) Rules, 2006.

2 Previous year's figures have been rearranged/regrouped wherever necessary.

This is the Consolidated Cash Flow Statement referred to in our Report of even date.

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Mar 31, 2011

1 The name of the Company was changed from Tata Tea Limited to Tata Global Beverages Limited with effect from 2 July 2010. Whilst, there is no change in the line of business, the change in the name signals the intent to be truly global and to focus on wider branded beverage agenda.

2 Estimated amount of contracts remaining to be executed on capital account and not provided for as at 31 March 2011 aggregated Rs. 1146.33 Lakhs (Rs. 579.24 Lakhs) (Net of advances Rs. 146.92 Lakhs (Rs. Nil)).

3 Contingent Liabilities not provided for in respect of:

a) Claims under adjudication not acknowledged as debts:

Rs in Lakhs Gross Net of Estimated Tax

i) Taxes, Statutory Duties/Levies etc. 523.87 316.47

(362.10) (208.40)

ii) Commercial and other Claims 497.49 319.75

(157.45) (93.08)

iii) Income –tax/Agricultural Income-tax Nil Nil

(20.62) (20.62)

b) Labour disputes under adjudication relating to some staf – amount not ascertainable.

c) Counter Guarantee given on behalf of an Associate Company Rs. 34.94 Lakhs (Rs. 34.94 Lakhs).

d) Guarantee given to the lender of a subsidiary Rs. 5950.54 Lakhs (Rs. 5990.57 Lakhs), which is fully covered by a counter guarantee given by another subsidiary.

4 Micro enterprises and small enterprises under the Micro, Small and Medium Enterprises Development Act, 2006 have been determined based on the confirmations received in response to intimation in this regard sent by the Company to the suppliers. No interest in terms of Section 16 of Micro, Small and Medium Enterprises Development Act, 2006 or otherwise has either been paid or payable or accrued and remaining unpaid as at 31 March 2011.

5 a) The Company had entered into a put option agreement with International Finance Corporation (IFC) in relation to their investment in Amalgamated Plantations Private Limited (APPL). In terms of the said agreement, IFC has the right to exercise a put option whereby the Company is obliged to purchase a maximum of 30 million shares in APPL if certain conditions or events stipulated in the said agreement do not occur.

b) The Company had entered into a put option agreement with two erstwhile promoters of Mount Everest Mineral Water Limited (MEMW) in relation to their investments in MEMW. In terms of the said agreement, the two erstwhile promoters have the right to exercise a put option whereby the Company is obliged to purchase a maximum of 3.11 million shares in MEMW if certain conditions or events stipulated in the said agreement do not occur.

6 Provision for tax on dividend is net of Rs. 220.82 Lakhs (Rs. 109.47 Lakhs), including Rs. 133.73 Lakhs (Rs. 109.47 Lakhs) relating to earlier years, on account of dividend received from a subsidiary.

7 Basic and Diluted Earnings Per Share have been computed with reference to profit after tax of Rs.18058.51 Lakhs (Rs. 39147.02 Lakhs) and weighted average equity shares outstanding (nominal value Re. 1) during the year aggregating to 6183.99 Lakhs shares. With effect from 2 July 2010, the face value of the Company's shares has been subdivided from Rs. 10 per share to Re. 1 per share. Earnings per share for previous year have been computed based on the revised number of shares.

(iii) Commission from two subsidiaries to certain directors – Rs. 31.45 Lakhs (Rs. 8.54 Lakhs) .

(iv) Remuneration to Managing Director from a subsidiary – Salary and Bonus Rs. 252.06 Lakhs (Rs. 320.87 Lakhs), and other Benefits Rs. 41.73 Lakhs (Rs. 43.32 Lakhs). Salary and bonus for the current year includes Rs.35.26 Lakhs (Rs. 95.20 Lakhs) pertaining to 2009/10 (2008/09) paid in 2010/11 (2009/10).

(v) The above does not include share of recurring retirement Benefits payable to former Managing Director.

8 Interest in Joint Venture

i) During the year the Company has entered into a Joint Venture with PepsiCo India Holding Private Limited and formed a jointly controlled entity named NourishCo Beverages Limited, which is incorporated in India with 50% interest.

ii) The Company's current interest in the Joint venture is reported as Long-Term Investments (Schedule 6) and stated at cost. The Company's share in Cash and Bank Balances in this joint venture is Rs. 252.50 Lakhs (P.Y. – Nil).

iii) Capital commitment of the Company in relation to the interest in NourishCo Beverages Limited is Rs. 2247.50 Lakhs, being its contribution to subscribe to Share Capital of the joint venture as and when required.

9 Post-Retirement Employee Benefits:

The Company operates Defined contribution schemes like provident fund and Defined contribution superannuation schemes. For these schemes, contributions are made by the Company, based on current salaries, to recognised funds maintained by the Company and for certain categories contributions are made to State Plans. In case of Provident fund schemes, contributions are also made by the employees. An amount of Rs. 661.12 Lakhs (P.Y. Rs. 648.91 Lakhs) has been charged to the profit and Loss Account on account of Defined contribution schemes.

The Company also operates Defined benefit schemes like retirement gratuity, Defined superannuation Benefits and post-retirement medical Benefits. The superannuation Benefits and medical Benefits are restricted to certain categories of employees. The Defined benefit schemes offer specifed Benefits to the employees on retirement. Annual actuarial valuations are carried out by an independent actuary in compliance with Accounting Standard 15 (revised 2005) on Employee Benefits. Wherever recognised funds have been set up, annual contributions are also made by the Company. Employees are not required to make any contribution.

The estimates of future salary increases considered in the actuarial valuation takes into account factors like infation, future salary increases, supply and demand in the employment market, etc., The expected return on plan assets is based on actuarial expectation of the average long-term rate of return expected on investments of the Funds during the estimated term of the obligations.

Experience adjustment on plan liability include Rs. 373.76 Lakhs (2010 Rs. (571.66) Lakhs, 2009 Rs. (328.57) Lakhs, 2008 Rs. (142.68) Lakhs, 2007 Rs. (992.26) Lakhs) and on Plan Assets Rs. 46.13 Lakhs (2010 Rs. (121.07) Lakhs 2009 Rs. (2.73) Lakhs 2008 Rs. 92.53 Lakhs 2007 Rs. 107.66 Lakhs).

The contribution expected to be made by the Company for the year ending 31 March 2012 is not readily ascertainable.

10 Unless otherwise stated, fgures in brackets relate to previous year and have been rearranged/regrouped wherever necessary.

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Mar 31, 2010

1. Bills discounted and remaining unpaid as at 31st March, 2010 aggregated Rs.Nil (Rs. 133.61 Lakhs).

2. Estimated amount of contracts remaining to be executed on capital account and not provided for as at 31 st March, 2010 aggregated Rs.579.24 Lakhs (Rs. 998 Lakhs).

3. Contingent Liabilities not provided for in respect of:

(a) Claims under adjudication not acknowledged as debts:

(i) Taxes, Statutory Duties/ Levies etc.

(ii) Commercial and other Claims

(iii) Income-tax/Agricultural Income-tax

(b) Labour disputes under adjudication relating to some staff - amount not ascertainable.

(c) Counter Guarantee given on behalf of an Associate Company Rs. 34.94 Lakhs (Rs.52.69 Lakhs).

(d) Guarantee given in connection with acquisition of a subsidiary Rs. Nil (Rs.3 00 Lakhs); Guarantee given to the lender of a subsidiary Rs. 5990.57 Lakhs (Rs. Nil), which is fully covered by a counter guarantee given by another subsidiary.

4. Micro enterprises and small enterprises under the Micro, Small and Medium Enterprises Development Act, 2006 have been determined based on the confirmations received in response to intimation in this regard sent by the Company to the suppliers. No interest in terms of Section 16 of Micro, Small and Medium Enterprises Development Act, 2006 or otherwise has either been paid or payable or accrued and remaining unpaid as at 31 st March, 2010.

5. (a) The Company had entered into a put option agreement with International Finance Corporation (IFC) in relation to their investment in Amalgamated Plantations Private Limited (APPL). In terms of the said agreement, IFC has the right to exercise a put option whereby the Company is obliged to purchase a maximum of 30 million shares in APPL, if certain conditions or events stipulated in the said agreement do not occur.

(b) The Company had entered into a put option agreement with two erstwhile promoters of Mount Everest Mineral Water Limited (MEMW) in relation to their investments in MEMW. In terms of the said agreement, the two erstwhile promoters have the right to exercise a put option whereby the company is obliged to purchase a maximum of 3.11 million shares in MEMW, if certain conditions or events stipulated in the said agreement do not occur.

6. The major components of the Deferred Tax Assets/Liabilities, based on the tax effect of the timing differences, as at 31st March, 2010,areas under:

7. Provision for tax on dividend is net of Rs. 109.47 Lakhs (Rs. 127.72 Lakhs) relating to previous year.

8. a) Basic and Diluted Earnings Per Share have been computed with reference to Profit after tax of Rs. 39147.02 Lakhs (Rs. 15906.15 Lakhs) and weighted average equity shares outstanding (nominal value Rs 10) during the year aggregating to 618.40 Lakhs shares (618.40 Lakhs shares).

b) The Board of Directors has approved sub-division of the equity shares of the Company from Rs. 10 per share to Re. 1 per share subject to approval of shareholders and other concerned authorities. Approval of the Shareholders is being sought through Postal Ballot for which notices have already been dispatched.

(iii) Commission for 2008-09 from two subsidiaries to certain directors - Rs. 8.54 Lakhs (Rs. 28.82 Lakhs).

(iv) Remuneration to Managing Director from a subsidiary - Salary and Bonus Rs. 320.87 Lakhs (Rs. 34.28 Lakhs) and other benefits Rs. 43.32 Lakhs (Rs. Nil). Salary and Bonus for the current year includes Rs. 95.20 Lakhs pertaining to 2008-09 paid in 2009-10.

(v) The above does not include share of recurring retirement benefits payable to former Managing Director.

9. Post Retirement Employee Benefits :

The Company operates defined contribution schemes like provident fund and defined contribution superannuation schemes. For these schemes, contributions are made by the Company, based on current salaries, to recognized funds maintained by the Company and for certain categories contributions are made to State Plans. In case of Provident fund schemes, contributions are also made by the employees. An amount of Rs. 648.91 Lakhs (Rs. 523.39 Lakhs) has been charged to the Profit & Loss Account on account of defined contribution schemes.