The Directors are pleased to present the 80^th Annual Report of Tata Coffee Limited ("the Company") along with the Audited Financial Statements for the Financial Year ended March 31,2023.

Financial Results:

The financial performance of the Company for the year ended March 31,2023, on a Standalone and Consolidated basis, is summarised below:

1. Total Income Standalone

Your Company's Total Income during the year under review was ?1091 crore as compared to ?887 crore in the Previous Year.

Consolidated

Consolidated Total Income during the year under review was ?2880 crore as compared to ?2389 crore in the Previous Year, registering an increase of ?491 crore over the previous year.

2. Profits

Standalone

Profit before Tax for the year 2022-23 was ?287 crore as against ?122 crore in the previous year. Profit after Tax for the year 2022-23 stood at ?231 crore as against ?102 crore in the previous year.

Consolidated

On a consolidated basis, Profit before Tax for the year 2022-23 was ?408 crore as against ?311 crore in the previous year. Profit after Tax (net of minority interest) for the year 2022-23 stood at ?263 crore as against ?148 crore in the previous year.

3. Dividend

The Board of Directors have recommended a Dividend of ?3 per share (previous year ?2 per share) on face value of ?1 each for the Financial Year ended March 31, 2023. The total Dividend outgo amounts to ?56.03 crore (previous year ?37.35 Crore).

The Register of Members and Share Transfer Books of the Company will remain closed from May 16, 2023 to May 24, 2023 (both days inclusive) for ascertainment of shareholders eligible to receive dividend for the financial year ended March 31, 2023.

In terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), the Dividend Distribution Policy duly approved by the Board is available on the website of the Company and can be accessed at https://tatacoffee.com/sites/default/files/ collaterals/investors/Dividend Distribution Policy 0.pdf. The Board has recommended dividend based on the parameters laid down in the Dividend Distribution Policy and dividend will be paid out of the profits for the year.

4. Transfer to Reserves

The Board of Directors have decided to retain the entire amount of profit for Financial Year 2022-23 in the Statement of Profit & Loss as at March 31,2023.

5. Share Capital

The Paid-up Equity Share Capital of the Company as on March 31,2023 was ?18.67 crore comprising of 18,67,70,370 equity shares of ?1 each. During the year under review, your Company has neither issued any shares with differential voting rights nor has granted any stock options or sweat equity. The Company has paid Listing Fees for the Financial Year 2022-23, to each of the Stock Exchanges, where its equity shares are listed.

6. Material changes and commitment - if any, affecting financial position of the Company from the end of the Financial Year till the date of this Report

There has been no material change and commitment, affecting the financial performance of the Company which occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of this Report.

7. Update on Composite Scheme of Arrangement

The Board of Directors of the Company, at its meeting held on March 29, 2022, had approved a Composite Scheme of Arrangement amongst Tata Consumer Products Limited ("TCPL"), the Company and TCPL Beverages and Foods Limited ("TBFL"), and their respective shareholders and creditors, under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and the rules and/

or regulations made thereunder ('the Scheme'). TCPL is the Holding Company of the Company and TBFL is a wholly owned subsidiary of TCPL.

The Scheme inter alia provides for the following:

(a) as a first step, the demerger of the Plantation Business of the Company into TBFL and in consideration, the consequent issuance of equity shares by TCPL (as the holding company of TBFL) to all the shareholders of the Company (other than TCPL) in accordance with the Share Entitlement Ratio ("Demerger");

(b) as a second step, followed immediately by the amalgamation of the Company (comprising the Remaining Business of the Company with TCPL and in consideration, the consequent issuance of equity shares by TCPL to all the shareholders of the Company (other than TCPL) in accordance with the Share Exchange Ratio ("Amalgamation"); and

(c) various other matters consequential or otherwise integrally connected therewith.

On effectiveness of the Scheme, the shareholders of the Company (other than TCPL) as on the record date will receive:

• 1 (one) equity share of TCPL for every 22 (twenty-two) equity shares of TCL, in consideration for the demerger (as per the approved share entitlement ratio); and

• 14 (fourteen) equity shares of TCPL for every 55 (fifty-five) equity shares of TCL, in consideration for the merger (as per the approved share exchange ratio).

The Scheme has been approved by the requisite majority of the Shareholders of the Company on February 3, 2023, in terms of the requirements of Companies Act, 2013 and the Listing Regulations and as per the directive of the Hon'ble National Company Law Tribunal, Bengaluru bench ("NCLT"). Further, the NCLT had dispensed with holding of the creditors meeting, based on consents received from the creditors. The Scheme is now subject to approvals of NCLT benches at Kolkata and Bangalore, as well as other Regulatory authorities, as may be applicable. The Scheme as approved by the Board is available on the website of the Company at www.tatacoffee.com.

8. Global Coffee Scenario

According to the estimates of the International Coffee Organization (ICO), World coffee production decreased by 1.4% to 168.5 million bags in coffee year 2021/22, hampered by the off-biennial production and negative meteorological conditions in several key origins. However, it is expected to bounce back by 1.7% to 171.3 million bags in 2022/23. Increased global fertilizer costs and adverse weather conditions are expected to partially offset the positive impact of biennial production from Brazil, explaining the relatively low rate of growth in coffee year 2022/23.

The impact of biennial production is anticipated to drive the outlook for Arabica, which is projected to increase by 4.6% to 98.6 million bags in coffee year 2022/23, following a 7.2% decrease the previous coffee year. Robusta production is estimated at 72.7 million bags, lower by 2% from that of last year.

Reflecting its cyclical output, Arabica's share of the total coffee production is expected to increase to 57.5% from 55.9% in coffee year 2021/22. South America being the largest producer of Arabica coffee in the world, despite suffering from the largest drop in output for almost 20 years, which fell by 7.6% in coffee year 2021/22. The recovery in coffee year 2022/23, partly driven by biennial production, is expected to push the region's output to 82.4 million bags, a rise of 6.2%.

World coffee consumption increased by 4.2% to 175.6 million bags in coffee year 2021/22. It is expected to increase to 178.5 million bags in coffee year 2022/23.

As a result, the world coffee market is expected to undergo another year of deficit, with a shortfall of 7.3 million bags in coffee year 2022/23.

The New York (ICE) May terminal, representing Arabica settled at 170.50 c/ lb on March 31, 2023 as compared to 226.40 c/ lb on March 31,2022.

As on March 31, 2023, the London Robusta May futures settled at 2206 USD / MT as compared to 2165 USD / MT on March 31,2022.

9. Company's Performance

A. Plantations Weather:

The total rainfall recorded for the calendar year 2022 is 71.64 inches which is very much close to 72.01 during the calendar year 2021.

During the season under review, the Company has recorded well distributed rainfall, but the post monsoon rainfall extended till December.

Coffee

At the end of Financial Year 2022-23, the Company has harvested a Robusta crop of 4449 MT whereas in case of Arabica, a production of 1875 MT has been harvested. The coffee harvesting operations has been completed and Robusta gleaning operations is in progress.

The Company was able to complete 100% blossom irrigation with adequate rainfall ranging from 0.30 inches to 2.50 inches recorded across Coorg Estates and in Hassan Estates with available water sources

along with scattered rain. Post-harvest operations such as handling, white stem borer control is in progress.

Tea

During the Financial year 2022-23, the Company produced 4.988 million kgs against 4.725 million kgs in the previous year. The turnover during the year was ?74 crore as against ?64 crore last year. While the sale average improved over previous year, extended monsoon and incidence of Tea Mosquito Bug impacted production and higher wage and input cost impacted the turnover.

During the year, the South Indian Sale average improved by 4.54% and North India by 5.26% compared to the previous year. Pan India production was marginally higher by 1.16% but lower than pre-pandemic period. South India production was marginally lower compared to the previous season.

Pepper

The Company has achieved a pepper production of 732 MT for the Financial Year 2022-23 against 713 MT harvested during 2021-22. At plantations, Pepper watering during summer months is a continuous process to protect the pepper vines from moisture stress.

Coffee Curing Works & Pepper Processing Unit

Tata Coffee has two Curing units located at Kushalnagar and Mangalore, Karnataka. Kushalnagar Works is the processing hub for the entire produce of Coffee from the estates, while the Mangalore unit processes Arabica cherry and Monsoon Malabar coffee. Additionally, the Kushalnagar facility also houses the Pepper Processing Unit, and two roasting Units for Tata Coffee Grand and Tata Starbucks. The Unit is certified for ISO 9001:2015, SA-8000:2014, Rain Forest Alliance, Organic Coffee processing, and Cafe Practices.

The Pepper Processing Centre at Kushal Nagar certify certified by Export Inspection Agency (EIA), which enables the Company to process pepper, meeting all the required Global Standards. The Unit is also certified for Organic Pepper processing and is certified under FSSC 22000 5.1, and SA 8000:2014.

Coffee & Pepper Exports

During the Financial Year 2022-23, the green coffee sales exceeded 11,000 MT, out of which the exports stood at 8,223 MT of coffee as against 7,977 MT in the previous year. Your Company continued to focus on growth through premiumization, while improving volumes by building a wider market outreach and building relationships with the best-in-class roasters globally.

The total sales of pepper for the company stood at 662 MT in FY 2022-23 as against 845 MT in FY 2021-22. Your company was able to place certified pepper in the market, capitalizing on increased demand of sustainable produce in the market and with a steady increase in volumes.

On Instant Coffee, during FY 2022-23, your Company clocked sales of 8,413 MT from Indian operations and 4,949 MT from the Vietnam operations. The sales numbers were 8,495 MT and 4,865 MT respectively from India and Vietnam for FY 2021-22. Despite headwinds and inflationary pressures across inputs, the Company was able to maintain share with key customers, enter new markets, and grow overall sales.

AMA Plantation Trails

Ama Plantation Trails has recorded an income of '5.00 crore for the financial year 2022-23 with an EBIT of '1.31 crore. The operations of ama Plantation Trails, the Company's hospitality business, has recovered from the effects of the Covid Pandemic, and the bookings have reached the pre-pandemic levels. The Company's association and partnership with Indian Hotels Company Limited, the strongest brand in India, has augmented well for the operations leveraging group synergies and immersive experiences for the guests.

B. Instant Coffee Operations

During the Financial Year 2022-23, Instant Coffee Division performed well despite subdued demand in its Operating markets.

The challenges during the year were overcome by smart sourcing of green beans, focused productivity improvement and strategic cost management initiatives and developing customized products.

The new state of the art 5000 TPA Freeze-dried coffee plant in Vietnam has operated to its full capacity. The Vietnam unit is focusing on reducing Energy and water consumption substantially. During the Financial Year 2022-23, Liquid coffee concentrate manufacturing capability has been developed and available for commercialisation.

The manufacturing units at Theni and Toopran continue to perform at near 100% capacity utilization. The units have established cleaner fuel technologies in operations and new technologies have been adopted to reduce energy and water consumption, improve safety and enhance people productivity through training from reputed institutes.

The Company continues to enhance its market standing and competitive edge by enhanced product portfolio, customized solutions and new products.

C. Starbucks Roastery

A state-of-the-art roasting plant for Tata Starbucks and processes single origin coffees of India, Kenya and Sumatra,

as well as Cold Brew, Espresso, Blonde Espresso and Diwali Blend variants, catering to the exclusive requirements of TATA Starbucks outlets across India. Post Covid -19, the production is back to normal volumes and growing rapidly. The Unit is certified under FSSC 22000 5.1, SA-8000:2014, and compliance to Ethical Sourcing requirement of Starbucks. The Unit is being periodically expanded.

D. Tata Coffee Grand

The Company manufactures 'Tata Coffee Grand', a Filter coffee variant for sales in the domestic market, which is being distributed and marketed by the Holding company, Tata Consumer Products Limited. It produces a blend of Roasted & Ground coffee with Chicory. The production has been on an increasing trend. The Unit is FSSC 22000 5.1, and SA-8000:2014 certified.

E. Sonnets

Tata Coffee Limited offers limited-edition specialty coffee catering to the e-commerce segment. New launches this season include Monsoon Malabar and Roasted bean, in addition to the powdered coffee segment. These coffees are the best of the best, from the Estates of Tata Coffee, and provide a unique taste experience and bring out the best in handpicked Arabica beans and are a coffee connoisseurs delight. Sale of Sonnets is being facilitated to the consumers through our Holding Company, Tata Consumer Products Ltd.

10. Awards

TATA Coffee Limited, ICD Theni & Toopran Units were recognized for excellence in Occupational Health & Safety & Sustainability system by the OHSSAI Foundation Mumbai by receiving various awards.

During the year under review, the Company has received the following awards:

a. 4 Star Gold award under Environmental Category-ICD, Theni

b. 4 Star Silver award under OHS Category- ICD, Theni

c. 4 Star Gold award under OHS Category-ICD, Toopran

The leadership awards for both the units were achieved based on the commitment towards achieving the "Zero harm" and "Zero Emission" by the leadership team.

Further, the Company has received the Ernesto Illy International Coffee Awards in Indian category with Nullore standing first, Coovercolly estate second and Cannoncadoo third. All the top three awards were bagged by Company's Estates, which reflects the quality and sustainability of the Coffees we produce in our Estates.

11. Capital Expenditure

During the year, ?47 crore was incurred towards capital expenditure primarily on account of modernization, upgradation, re-planting, welfare and other programmes undertaken in various units of the Company.

12. New technology and sustainability projects at Instant Coffee Units

During the year under review, the Company has invested in newer technologies and sustainability projects as under:

a) Building Industry 4.0 for Energy & Utilities Management Platform

b) Data Analytics for Water Optimization

c) Digital Manufacturing Solution for Roaster Overall Equipment Effectiveness (OEE) Improvement

13. Subsidiary Companies and Consolidated Financial Statements

Subsidiary Companies

I. Consolidated Coffee Inc. (CCI) and Eight O' Clock Holdings Inc.

CCI is the Holding Company of Eight O' Clock Holdings Inc. and, Eight O' Clock Holdings Inc. is the Holding Company of Eight O' Clock Coffee Company. The Consolidated Net Profit of CCI after taxes was ?117 crore (USD 14.892 Million) as compared to ?172 crore (USD 23.109 Million) for the previous year.

II. Eight O' Clock Company (EOC)

Total Income of EOC during the Financial Year 2022-23 was ?1489 crore (USD 186 Million) compared to ?1295 crore (USD 175 Million) in the previous Financial Year. EOC bag and K-cup volumes were lower this year versus the previous year primarily due to competitive pricing and market conditions, as US consumers focus on value. This trend benefitted our private label business, which grew in both volumes, turnover and operating profit. Inflation has impacted the cost of goods. EOC was able to mitigate some of this impact by executing price increases across the majority of our portfolio. The focus going forward is to grow the base through an EOC brand refresh. EOC also intend to improve profitability with improved productivity out of its roasting facility and process improvements.

III. Tata Coffee Vietnam Company Limited (TCVCL)

The Total Income of TCVCL, a wholly owned subsidiary of Tata Coffee Ltd., during the Financial Year 2022-23 was ?343 crore (USD 42.747 Million) compared to ?258 crore (USD 34.745 Million) in the previous Financial Year.

Performance of Subsidiaries

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 ('the Act'), a statement containing the salient features of Financial Statements of the Company's subsidiaries in Form AOC - 1 is annexed as Annexure - A.

Further, pursuant to the provisions of Section 136 of the Act, the standalone and consolidated financial statements of the Company and of its subsidiaries, are available on the Website of the Company at https://tatacoffee.com/investors/overview.

The Company does not have any Associate or Joint Venture Companies. Further, the Company's policy on determining the material subsidiaries, as approved by the Board is uploaded on the Company's website at https://tatacoffee.com/sites/default/files/collaterals/ investors/Policy for Determining Material for Disclosure.pdf.

14. Directors' Responsibility Statement

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, the work performed by the Internal Auditors, Statutory Auditors and Secretarial Auditors, including the Audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during Financial Year 2022-23.

Accordingly, pursuant to Sections 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

i. in the preparation of the annual accounts for the Financial Year ended March 31, 2023, the applicable accounting standards have been followed and there are no material departures.

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for that period.

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. they have prepared the Annual Accounts for the Financial Year ended March 31, 2023, on a going concern basis.

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

15. Directors and Key Managerial Personnel

Directors

In accordance with the provisions of Section 152 of the Act and the Articles of Association, Mr. R Harish Bhat (DIN: 00478198), Non-Executive Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment.

Independent Directors

All the Independent Directors of the Company have given their declarations to the Company under Section 149(7) of the Act that they meet the criteria of independence as provided under Section 149(6) of the Act read with Regulation 16(1) (b) of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

During the year under review, the Company did not have any pecuniary relationship or transactions with any of its Directors, other than payment of remuneration / Incentive to the Executive Directors and payment of sitting fees, commission to Non-executive Directors and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committees of the Company.

Key Managerial Personnel (KMP)

In terms of Section 203 of the Act, the following are the Key Managerial Personnel of the Company:

• Mr. Chacko Purackal Thomas, Managing Director & CEO

• Mr. K. Venkataramanan, Executive Director - Finance & CFO

• Mr. N. Anantha Murthy, Head - Legal & Company Secretary

Board and Committee Meetings

An Annual Calendar of Board and Committee Meetings planned during the year was circulated in advance to the Directors. The Board has constituted an Audit Committee comprising of Mr. S Venkatraman as Chairman and Ms. Sunalini Menon, Mr. Siraj Azmat Chaudhry and Dr. P. G. Chengappa as its Members. There have been no instances during the year where recommendations of the Audit Committee were not accepted by the Board.

The details of the composition of the Board and its Committees and the number of meetings held and attendance of Directors at such meetings are provided in the Corporate Governance Report, which forms part of the Annual Report.

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.

16. Policy on Director's Appointment and Remuneration and other details

(a) Procedure for Nomination and Appointment of Directors

The Nomination and Remuneration Committee (NRC) has been mandated to oversee and develop competency requirements for the Board based on the industry requirements and business strategy of the Company. The NRC reviews and evaluates the profiles of potential candidates for appointment of Directors and meets them prior to making recommendations of their nomination to the Board. Specific requirements for the position, including expert knowledge expected, are communicated to the appointee.

On the recommendation of the NRC, the Board has adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and other employees pursuant to the applicable provisions of the Act and the Listing Regulations. The remuneration determined for Executive / Independent Directors is subject to the recommendation of the NRC and approval of the Board of Directors. The Non-Executive Directors are compensated by way of profit-sharing commission and the criteria being their attendance and contribution at the Board / Committee Meetings. The Executive Directors are not paid sitting fees; however, the Non-Executive Directors are entitled to sitting fees for attending the Board / Committee Meetings.

It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees are in accordance with the Remuneration Policy of the Company. The Company's Policy on Directors' Appointment and Remuneration and other matters provided in Section 178(3) of the Act and Regulation 19 of the Listing Regulations have been disclosed in the Corporate Governance Report, which forms part of the Annual Report.

(b) Familiarization / Orientation program for Independent Directors

The Independent Directors attend a Familiarization / Orientation Program on being inducted into the Board.

Further, various other programmes are conducted for the benefit of Independent Directors to provide periodical updates on regulatory front, industry developments and any other significant matters of importance. The details of Familiarization Program are provided in the Corporate Governance Report and is also available on the Company's Website. The Company issues a formal letter of appointment to the Independent Directors, outlining their role, function, duties and responsibilities, the format of which is available on the Company's Website at https://www. tatacoffee.com/sites/default/files/collaterals/investors/ appointment letter independent director.pdf

17. Board Evaluation

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Directors and the working of its Committees, based on the evaluation criteria defined by Nomination and Remuneration Committee (NRC) for performance evaluation process of the Board, its Committees and Directors.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of criteria such as the composition of committees, effectiveness of Committee meetings, etc.

The performance assessment of Non-Independent Directors, Board as a whole and the Chairman were evaluated at separate meetings of Independent Directors. The same was also discussed in the meetings of NRC and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

18. Internal Control Systems & their adequacy

The Company has adopted policies and procedures to ensure an effective internal control environment for efficient conduct of its operations, including financial reporting, statutory compliance and safeguarding its assets. The Company's internal control systems are commensurate with the nature of its business, the size and complexity of its operations and internal financial controls concerning financial statements are adequate. The Internal auditors of the Company make continuous assessment of the adequacy and effectiveness of the internal controls and systems across the Company. The Audit Committee and the Management review the findings and the recommendations of the internal auditors and take corrective actions.

19. Reporting of Frauds

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or to the Board as required under Section 143(12) of the Act and the rules made thereunder.

20. Transfer to Investor Education and Protection Fund (IEPF)

a) Transfer of unclaimed dividend to IEPF

As required under Section 124 of the Act, the Unclaimed Dividend amount aggregating to ?33,66,456.60 lying with the Company for a period of seven years were transferred during the Financial Year 2022-23, to the Investor Education and Protection Fund (IEPF) established by the Central Government.

b) Transfer of shares to IEPF

As required under Section 124 of the Act, 1,76,438 equity shares, in respect of which dividend has not been claimed by the members for seven consecutive years or more, have been transferred by the Company to the Investor Education and Protection Fund Authority (IEPF) during the Financial Year 2022-23. Details of shares transferred to IEPF have been uploaded on the Website of IEPF as well as the Company.

21. Related Party Transactions

All Related Party Transactions, that were entered into during the Financial Year under review, were on an arm's length basis, and in the ordinary course of business and are in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company during the year that required shareholders' approval under Regulation 23 of the Listing Regulations.

All Related Party Transactions are placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature or when the need for these transactions cannot be foreseen in advance.

None of the transactions entered into with Related Parties fall under the scope of Section 188(1) of the Act. Details of transactions with Related Parties as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure - B in Form AOC - 2 and forms part of this Report.

The Company has adopted a Policy for dealing with Related Party Transactions. The Policy as approved by the Board is available at the web link:

https://www.tatacoffee.com/sites/default/files/collaterals/

investors/related-partv-transaction-policv-april2022.pdf.

22. Corporate Governance and Management Discussion & Analysis Report

Your Company is in compliance with all the applicable provisions of Corporate Governance as stipulated under Chapter IV of the Listing Regulations. A report on Corporate Governance as required under the Listing Regulations is provided in a separate section and forms part of the Annual Report. A Certificate from a Practicing Company Secretary regarding compliance with the conditions stipulated in the Listing Regulations forms part of the Corporate Governance Report.

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis is presented in a separate section forming part of this Annual Report

23. Business Responsibility and Sustainability Report

As required under Regulation 34 of the Listing Regulations, the Business Responsibility & Sustainability Report is provided in a separate section and forms part of the Annual Report.

24. Auditors

(i) Statutory Auditors

The Members of the Company at their Annual General Meeting held on June 14, 2021, had approved the appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W-100018), as the statutory auditors of the Company for a period of five years commencing from the conclusion of the 78^th AGM held on June 14, 2021 until the conclusion of 83^rd AGM of the Company to be held in the year 2026.

Pursuant to the provisions of Companies Amendment Act, 2017, notified on May 7, 2018, ratification of appointment of Statutory Auditors at every AGM is no more a legal requirement. Accordingly, the Notice convening the ensuing AGM does not carry any resolution on ratification of appointment of Statutory Auditors.

(ii) Cost Auditors

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Board of Directors, based on the recommendation of the Audit Committee, had appointed M/s. S. Mahadevan & Co, (Firm Registration No. 000007) Cost Accountants, as Cost Auditor of the Company for conducting the Cost Audit for the Financial Year 2022-23, on a remuneration of '3 Lakh, plus applicable taxes, reimbursement of travel and out-of-pocket expenses subject to a maximum of 10% of the audit fees, which was ratified by the Members at the 79^th Annual General Meeting of the Company held on June 20, 2022.

The Company has maintained relevant accounts and cost records, as specified by the Central Government, which is subject to audit by the Cost Auditor. Upon completion of the audit, necessary returns will be filed with the Ministry of Corporate Affairs, in this regard.

(iii) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the rules made there under, the Company had appointed M/s. BMP & Co. LLP, Company Secretaries, to undertake the Secretarial Audit of the Company for the year ended March 31,2023. The Secretarial Audit Report issued in this regard is annexed as Annexure - C.

The Auditors' Report and the Secretarial Audit Report for the Financial Year ended March 31, 2023, do not contain any qualification or reservation or adverse remarks.

25. Risk Management

The Company has constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) approving the Company's Risk Management Framework and (b) Overseeing all the risks that the organization faces such as strategic, operational, financial, liquidity, security, regulatory, legal, reputational and other risks that have been identified and assessed to ensure that there is a sound Risk Management Policy in place to address such concerns / risks. The Risk Management process covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and highlight risks associated with chosen strategies.

The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and Regulation 21 of the Listing Regulations.

26. Particulars of Loans, Guarantees and Investments

The details of Loans, Investments and Guarantees covered under the provisions of Section 186 of the Act are given in the Notes to the Financial Statements forming part of Annual Report.

27. Fixed Deposits

During the year under review, your Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

28. Employees Welfare

The Company continues to focus on welfare and improving the quality of lives of its employees by providing educational assistance to their children, employee wellness sessions, periodic occupational health checks, merit scholarships to employee children, spiritual peace by yoga classes, creche and child care facilities, transport at subsidised rate to school going children, supply of provisions at cost and other home appliances on instalment basis through co-operative stores and providing housing loan interest subsidy & interest free loans for the employee family wellness.

The Company has participated in the UN Foundation for Women initiative on "Private Sector Action for Women's Health and Empowerment Initiative" and has committed by 2025 to improve the health and well-being of 7,500 women across Kerala, Karnataka and Tamil Nadu compromising of women employees, women dependents of employees, and women in the surrounding tribal communities with an emphasis on reproductive health and family planning, menstrual hygiene, anaemia and nutrition, maternal health, and overall physical and mental health.

Apart from the existing welfare initiatives implemented, the following were the focus areas in the welfare initiatives during Financial Year 2022-23:

• UNF health project was initiated for women workers to diagnose cervical cancer and anaemia. 1228 numbers of women employees and dependants had undergone screening and iron supplements were issued to the Anaemic women.

• Two Blood donation camps were conducted for the employees and their family members.

• Awareness programme on TCOC/POSH was conducted by HR team in all the estates.

• Issued Long service award for all the employees with 25 years of service.

• All employees are vaccinated with double dose and few are completed with the Booster dose.

• HIV awareness and screening was initiated with the Co-ordination from District Hospital.

• The Mental Health Counselling service was continued from last year.

• Ayushman Bharath Health card was facilitated inside the Estate premises in coordination with the local Panchayaths.

• The Educational Allowance under the Welfare trusts has been revised and extended to the employees of Anamallais division.

• Mr. R. K. Krishnakumar Scholarship for both male and female category have been awarded to the students from Plantation division.

• The new Labour lines with 5 tenements each were constructed in 10 estates.

29. Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH) and the rules made thereunder. The Policy aims to provide protection to employees at workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has revisited the Internal Complaints Committee members and emphasised on the roles and responsibilities expected from the members. Training programmes were conducted around locations to strengthen the awareness among the Committee members.

The Company continuously invests in enhancing the awareness on the Policy across its workforce.

The Company also conducts a periodic (bi-annual) awareness plan across the organization on Ethics, TCOC, POSH & Whistle Blower policy involving workmen as facilitators.

During the Financial Year 2022-23, the Company received 6 complaints on sexual harassment and all the cases have been disposed of with appropriate actions.

30. Whistle Blower Policy / Vigil Mechanism

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors' and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees, who avail of the mechanism and provides to employees' direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy has been posted on the Website of the Company at https://tatacoffee.com/ sites/default/files/collaterals/investors/Whistle Blower Policy 24032022.pdf

31. Corporate Social Responsibility (CSR)

The Company has a Policy on Corporate Social Responsibility and the same has been posted on the website of the Company at https://tatacoffee.com/sites/default/files/ collaterals/investors/csr-policv-and-actionplans-fv2022-23. pdf

The Annual Report on CSR activities in terms of the requirements of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure - D, which forms part of this Report.

33. Extract of Annual Return

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the Annual Return for FY 2022-23 is uploaded on the website of the Company and the same is available at https://www.tatacoffee.com/sites/ default/files/collaterals/investors/mgt/Annual Return FY2022 23.pdf

34. Particulars of Employees and Remuneration

In terms of the first proviso to Section 136 of the Act, the Reports and Accounts are being sent to the shareholders excluding the information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company. The said information is available for inspection by the Members at the Registered Office of the Company on any working day of the Company upto the date of the 80^th Annual General Meeting.

The statement containing information as required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure - E and forms part of this Report.

34. Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed as Annexure - F and forms part of this Report.

36. Significant and Material Orders passed by the Regulators or Courts

There are no significant or material orders which were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company's Operations in future.

37. Green Initiatives

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 80^th Annual General Meeting of the Company including the Annual Report for FY 2022-23 are being sent to all Members whose e-mail addresses are registered with the Company / Depository Participant(s).

38. Appreciation

Your Directors take this opportunity to thank the Parent Company - Tata Consumer Products Limited, the employees, customers, vendors, investors of the Company and the communities in which the Company operates, for their unstinted co-operation and valuable support extended during the year.

Your Directors also thank the Government of India, Government of various States in India and government departments / agencies concerned for their co-operation.

Your Directors appreciate and value the contributions made by each and every member of the Tata Coffee family.

For and on behalf of the Board

Place: Bengaluru R. Harish Bhat

Date: April 18, 2023 Chairman