Tarsons Products Ltd Directors Report

Dear Members,

The Board of Directors ("Board") is delighted to present the 42nd Annual Report on the business and operations of Tarsons Products Limited ("The Company") along with the Audited Standalone and Consolidated Financial Statements, prepared in accordance with Ind AS Accounting Standards, for the year ended 31st March, 2025.

FINANCIAL SUMMARY & PERFORMANCE HIGHLIGHTS

The Companys financial performance on Standalone and Consolidated basis for the financial year ended 31st March, 2025 are summarized below:

( in Millions)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-2024
Revenue from Operations	3,141.77	2,773.10	3,924.14	2,963.94
Other Income	240.06	141.64	159.60	114.75
Total Income	3,381.83	2,914.74	4,083.74	3,078.69
Profit before Finance Cost, Depreciation, and Tax	1,294.06	1,176.03	1,266.86	1,112.89
Finance Cost	175.24	99.48	193.86	101.18
Depreciation and amortization expense	540.11	382.84	624.99	404.03
Share of Profit/(Loss) of Subsidiary	-	-	-	-
Profit Before Tax (PBT)	578.71	693.71	448.01	607.68
Current Tax	144.78	184.23	148.57	185.50
Deferred Tax	6.62	(2.99)	1.74	(4.22)
Net Profit After Tax (PAT)	427.31	512.47	297.70	426.40
Other Comprehensive Income (Items that will not be reclassified subsequently to Profit or Loss)	(1.18)	(1.33)	(17.80)	9.20
Total Comprehensive Income for the Year	426.13	511.14	279.90	435.60
Earnings per equity share (In )
Basic earnings per share	8.03	9.63	5.60	8.01
Diluted earnings per share	8.03	9.63	5.60	8.01

Note:

1. Figures in brackets represent deductions.

2. Previous years figures have been regrouped/reclassified wherever necessary to correspond with the current years classification/disclosure.

STANDALONE PERFORMANCE

During the year under review, the revenue from operations and other income as on standalone basis stood at Rs. 3,381.83 Million as compared to the last years revenue of Rs. 2,914.74 Million. The earnings before interest, taxes, depreciation, and amortization (EBITDA) for the year, excluding the effect of foreign exchange fluctuation loss/ (gain) and other income was Rs. 1,054 Million as compared to Rs. 1,034.39 Million for the previous year. The Company recorded a Profit after Tax (PAT) of Rs. 427.31 Million as compared to Rs. 512.47 Million in 2023-24. The EPS on financials for the year ended on 31st March, 2025 was Rs. 8.03.

CONSOLIDATED PERFORMANCE

During the year under review, the revenue from operations and other income as on Consolidated basis stood at Rs. 4,083.74 Million. The earnings before interest, taxes, depreciation, and amortization (EBITDA) for the year, excluding the effect of foreign exchange fluctuation loss/ (gain) and other income was Rs. 1,107.26 Million. The Company recorded a Profit after Tax (PAT) of Rs. 297.70 Million. The EPS on financials for the year ended on 31st March, 2025 was Rs. 5.60.

HIGHLIGHTS OF OPERATIONAL PERFORMANCE

The operational performance of the Company and its business units and wholly-owned subsidiary and step-down subsidiary are detailed in the Management Discussion and Analysis forming part of the Annual Report. The Audited Financial Statements for the Financial Year ended 31st March, 2025, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standard (hereinafter referred to as "Ind AS") prescribed under Section 133 of the Companies Act, 2013 and other recognized accounting practices and policies to the extent applicable. Necessary disclosures with regard to IndAS reporting have been made under the Notes to Financial Statements.

STATE OF COMPANYS AFFAIR AND BUSINESS OVERVIEW

Tarsons is an Indian labware Company engaged in designing, developing, manufacturing and marketing of consumables, reusables and others including benchtop equipment, used in various laboratories across research organizations, academia institutes, pharmaceutical companies, CROs, diagnostic companies and hospitals. The Company is also engaged in the manufacturing of wide range of quality labware products which helps scientific discovery and improve healthcare. Tarsons currently operate through six manufacturing facilities located in West Bengal and one upcoming plant in AMTA. The Company cater to a diverse range of end customers across various sectors which include research organizations, academic institutions, pharmaceutical companies, CROs, diagnostic companies and hospitals and distribute the products to these end customers on a pan-India basis through authorized distributors.

Tarsons primary growth objective revolves around establishing itself as a leading supplier of high-quality labware products in the international market, adhering to global standards, focusing on expanding the new facilities and diligently working to establish a robust and esteemed brand, TARSONS within the life science community. Considering the revival in the industry and with the upcoming capacity expansion, the Company maintains a positive outlook on the next phase of growth.

A key focus of the business is promoting and maintaining operational quality, a people-centric culture and an effective technology system thereby, contributing to the Companys growth by focusing on branding and promotion to enhance visibility in the labware industry to increase brand awareness & loyalty, manufacture of new products in the cell culture and robotic- handled consumables. The Company has also implemented strategic cost saving and efficiency improvement processes such as advanced automation solutions to improve productivity and continue to invest in automation in order to avoid human error.

More details on the state of the Companys affair and business overview are discussed in the Management Discussion & Analysis Report forming part of this Annual Report.

DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

In the interest of preserving capital for future opportunities and ensuring sustainable growth, the Board of Directors of the Company has opted not to declare dividend for the financial year ended 31st March, 2025. However, the Company declared Final Dividend in the FY 2023-24 of Rs. 2 per equity share having face value of Rs. 2 each (i.e. @ 100% per equity share).

As per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has formulated a Dividend Distribution Policy taking into account the parameters prescribed in the said Regulations. The Dividend Distribution Policy is available on the Companys website at https://tarsons.com/wp-content/ uploads/2022/06/Dividend-Distribution-Policy.pdf.

CAPEX AND FUTURE PLANS

In FY 2025-26, the Company aims to build on the strong foundation laid in the previous year by fully operationalizing its Panchla and Amta facilities. The Panchla plant, which began partial operations in FY 2024-25, is expected to reach full capacity in the second half of FY 2025-26. This will enable the Company to scale up production of cell culture and bioprocess products, new segments with high growth potential, while also enhancing automation and cost efficiency across existing product lines. Meanwhile, the Amta facility is set to commence operations as an in-house radiation sterilization plant, as per the MoU signed with the Board of Radiation and Isotope Technology. This will reduce reliance on external vendors and improve product standardization. Additionally, Amta will serve as a centralized fulfilment center, streamlining inventory and logistics.

Looking ahead, the Company plans to leverage its expanded infrastructure and the strategic acquisition of Nerbe to deepen its presence in European markets. Continued investment in automation, product innovation, and global outreach is expected to drive revenue growth and margin expansion. With a projected annual revenue growth of 14.9% and a significant improvement in profit margins, Tarsons is well-positioned to reinforce its leadership in the life sciences sector and capture emerging opportunities in both domestic and international markets.

TRANSFER TO RESERVES

The Board of your Company do not propose to transfer any amount to the general reserves of the Company, instead have recommended to retain the entire profits for the financial year ended 31st March, 2025 in the profit and loss account.

SHARE CAPITAL

a) Authorized Share Capital

During the year under review, there is no change in the Authorized, Issued, Subscribed and Paid-up Share Capital of the Company.

As on 31st March, 2025, the Authorized Share Capital of the Company is 10,00,00,000 Equity Shares of Rs. 2/- each amounting to Rs. 20,00,00,000/- (Rupees Two Hundred Million only).

b) Issued, Subscribed and Paid-up Share Capital

As on 31st March, 2025, the Issued, Subscribed and Paid-up Share Capital of the Company is 5,32,06,281 Equity Shares of Rs. 2/- each amounting to Rs. 10,64,12,562/- (Rupees One Hundred Six Million Four Hundred Twelve Thousand Five Hundred and Sixty-Two Only).

DETAILS OF SUBSIDIARY, JOINT VENTURES AND ASSOCIATES/CONSOLIDATED FINANCIAL STATEMENTS

The Company has a wholly-owned subsidiary in Singapore, Tarsons Life Science Pte. Ltd., and two step-down subsidiaries - Nerbe R&D GmbH and Nerbe Plus GmbH & Co. KG in Germany. These strategic investments contributed Rs. 80 crore in revenue, though the consolidated results reflected a loss of Rs. 10.68 crore for the year. Despite the financial setback, the international subsidiaries played a pivotal role in expanding the Companys global footprint and enhancing operational scale. The strategic relevance of these entities was acknowledged in the credit rating issued by CARE Ratings on 20th June 2025, which highlighted the margin recovery and operational synergies achieved during the year.

The consolidated financial statements have been prepared in compliance with the Indian Accounting Standards (the "Ind AS") notified under Section 133 of the Companies Act, 2013 ("the Act") read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015, as amended and other relevant provisions of the Act. The said Consolidated Financial Statements form part of this Integrated Annual Report. The financial statements of the subsidiaries are available on the website of the Company at https://www.tarsons.com/financial-reports/.

Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 and 8 of the Companies (Accounts) Rule, 2014, a statement containing the salient features of financial statements of the Companys subsidiary in e-Form No. AOC-1 is attached herewith as Annexure - I.

There are no associates or joint venture companies within the meaning of Section 2(6) of the Act.

The policy for determining material subsidiaries of the Company has been provided in the following link: https://tarsons.com/ wp-content/uploads/2023/11/TPL-Policy-on-Material-Subsidiaries.pdf.

DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS

As on 31st March, 2025, the Company has six (6) Directors comprising of two (2) Executive Directors and four (4) Non-Executive Directors out of which three (3) are Independent Directors including one (1) Independent Woman Director and one (1) NonExecutive - Nominee Director.

In the opinion of the Board, the Directors re-appointed during the year possess the requisite qualifications, experience and expertise and hold high standards of integrity. Besides the experience, strong financial acumen, strategic astuteness, and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparation. The details relating to the re-appointment of Directors during the FY 2024-25 have been separately provided in the Corporate Governance Report.

The policy of the Company on directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Act, is available on our website, at https://tarsons.com/wp-content/uploads/2022/04/Nomination-and-Remuneration-Policy.pdf .

APPOINTMENT/RE-APPOINTMENT/CESSATION OF DIRECTORS APPOINTMENT

Mrs. Divya Sameer Momaya (DIN: 00365757) was appointed as an Additional Independent Director of the Company by the Board of Directors through a resolution passed by circulation on 24th May, 2025. Her term is for five (5) consecutive years, effective from the date of appointment. The appointment as Independent Director was subsequently approved by the members through a resolution passed via postal ballot dated 21st July, 2025.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors through a resolution passed by circulation on 4th August, 2025 have appointed Dr. Monjori Mitra (DIN: 02761691) as an Additional Director (Category: Independent Director) of the Company w.e.f. 4th August, 2025, subject to approval by the shareholders in the ensuing Annual General Meeting.

Pursuant to a letter received from Clear Vision Investment Holdings Pte Ltd, a shareholder of the Company, and based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, through a resolution passed by circulation on 4th August 2025, has appointed Mr. Ramanathan Subramanian Arun Kumar (DIN: 09101691) as an Additional Director in the capacity of Non-Executive Nominee Director, effective from 4th August 2025, subject to the approval of shareholders in the ensuing Annual General Meeting. Further, as per the communication dated 4th August 2025 from Clear Vision Investment Holdings Pte Ltd, Mr. Prabhala will cease to serve as a Nominee Director on the Board. Accordingly, in exercise of its rights under Articles 12(iii) and 12(iv) of the Companys Articles of Association, Clear Vision Investment Holdings Pte Ltd has nominated Mr. Ramanathan Subramanian Arun Kumar (DIN: 09101691) to serve as its Nominee Director, subject to shareholder approval at the ensuing Annual General Meeting.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors through a resolution passed by circulation on 4th August, 2025 have appointed Mr. Suresh Eshwara Prabhala (DIN: 02130163) as an Additional Director (Category: Non-Executive Non-Independent Director) of the Company w.e.f. 4th August, 2025, subject to approval by the shareholders in the ensuing Annual General Meeting.

RETIREMENT BY ROTATION

Pursuant to the provisions of Section 152(6)(d) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and Articles of Association of the Company, Mr. Aryan Sehgal, Whole-Time Director (DIN: 06963013), shall retire by rotation at the ensuing AGM and, being eligible, has offered himself for re-appointment.

The necessary disclosures required under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards-2 on General Meetings, issued by the Institute of Company Secretaries of India, for the above-mentioned re-appointments are provided in the 42nd Annual General Meeting Notice of the Company.

CESSATION

Mrs. Sucharita Basu De (DIN: 06921540), Independent Director of the Company, has tendered her resignation effective from 24th May, 2025, prior to the completion of her first term ending on 9th May, 2026. The Board places on record her sincere appreciation for her unwavering commitment, intellectual rigor, and invaluable guidance, especially during critical phases of Tarsons journey, including the IPO process, the post-listing period, the acquisition of the German entity, and the Companys ongoing growth and expansion. Her strategic foresight, integrity, and thoughtful contributions significantly enriched Board deliberations and helped shape the Companys long-term direction and ethos during her tenure.

Mr. Suresh Eshwara Prabhala (DIN: 02130163), who was appointed as a Non-Executive Nominee Director of the Company at its 41st Annual General Meeting held on 27th September 2024, has tendered his resignation with effect from 4th August 2025. Pursuant to the communication dated 4th August 2025 received from Clear Vision Investment Holdings Pte Ltd, Mr. Prabhala shall cease to act as a Nominee Director on the Board of the Company.

KEY MANAGERIAL PERSONNEL

As of 31st March, 2025, the following persons have been designated as Key Managerial Personnel ("KMP") of the Company pursuant to the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Sr. No	Name	Designation
1.	Mr. Sanjive Sehgal	Chairman & Managing Director
2.	Mr. Aryan Sehgal	Whole-Time Director
3.	Mr. Santosh Kumar Agarwal	Chief Financial Officer and Company Se ;cretary & Comp liance Officer

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors, confirming that they meet the criteria of independence as prescribed under Section 149(6) & 149(7) of the Companies Act, 2013, read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, and Regulation 16(1)(b) and 25(8) of the SEBI Listing Regulations. These declarations affirm the Directors continued eligibility and commitment to uphold the principles of independence and governance in the functioning of the Board.

In the opinion of the Board, all the Independent Directors fulfill the conditions specified in the Act and Listing Regulations with regard to integrity, expertise, experience and proficiency, and are independent of the management.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act, along with the Code of Conduct for Directors and Senior Management Personnel formulated by the Company with the Listing Regulations.

COMPANYS POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL, SENIOR MANAGEMENT PERSONNEL AND OTHER EMPLOYEES

On the recommendation of Nomination and Remuneration Committee, the Company has formulated and adopted a Nomination and Remuneration Policy in accordance with the provisions of the Companies Act, 2013, and the SEBI Listing Regulations. The Policy aims to attract, retain and motivate qualified individuals at the Board and senior management levels and ensures alignment with the Companys vision and mission and promoting long-term value creation.

The Nomination and Remuneration Policy of the Company has been designed with the following basic objectives:

a) To set out a policy relating to remuneration of Directors, Key Managerial Personnel, Senior Management Personnel and other employees of the Company.

b) To formulate criteria for appointment of Directors, Key Managerial Personnel and Senior Management Personnel.

c) To formulate the criteria for determining qualification, competencies, positive attributes and independence for appointment of a director.

The Nomination and Remuneration Policy is available on the website of the Company: https://tarsons.com/wp-content/ uploads/2022/04/Nomination-and-Remuneration-Policy.pdf.

NUMBER OF MEETINGS OF THE BOARD

Your Board meets at regular intervals to discuss and decide on business strategies/policies and review the Companys financial performance. During the Financial Year 2024-25, 4 (Four) Board Meetings were held. The meetings were held physically/ virtually in accordance with the applicable provisions of the Companies Act, 2013. The details relating to Board Meetings and attendance of Directors in each board meeting held during the FY 2024-25 has been separately provided in the Corporate Governance Report.

COMMITTEES OF THE BOARD

The constitution of the Board Committees is in acquiescence with the provisions of the Companies Act, 2013 and the relevant rules made thereunder, the Listing Regulations and the Articles of Association of the Company. The Board had constituted Five (5) Committees, viz., Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee.

The composition, terms of reference, attendance of Directors at the meetings of all these Committees are disclosed in the Corporate Governance Report, which forms part of this Annual Report.

There has been no instance where the Board has not accepted any of the recommendations of the Audit Committee, reflecting the Companys commitment to sound governance and financial oversight.

PERFORMANCE EVALUATION OF THE BOARD, THE COMMITTEES AND THE INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013, Regulation 17(10) and other applicable provisions of the Listing Regulations and in line with the Guidance Note on Board Evaluation issued by SEBI, the Board of Directors of the Company has adopted a structured Board Evaluation Policy which lays down the manner of evaluation of the Board as a whole, its Committees and Individual Directors.

The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has carried out an annual performance evaluation which covered the performance of the Board, its Committees, and Individual Directors, including the Chairman. The evaluation of each Director was carried out by the Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors in their separate meeting.

The Directors expressed their satisfaction with the evaluation process, affirming its effectiveness in enhancing the overall performance and governance standards of the Board.

The evaluation process covers a structured questionnaire designed for evaluation by the Board members and is explicitly described in the Corporate Governance Report. The process is detailed below:

Evaluation Structure

Feedback for each of the evaluations was sought by way of internal structured questionnaires with the Directors and the Committee members to access the questionnaires and submit their feedback/comments, which are in alignment with the Guidance Note on Board evaluation issued by the Securities and Exchange Board of India ("SEBI"), vide its circular dated 5th January , 2017 and cover various attributes/functioning of the Board such as adequacy of the composition of the Board and its Committees, Board culture, execution of responsibilities and overall performance of specific duties, etc., based on the criteria approved by the NRC. The Members were also able to give qualitative feedback and comments apart from the standard questionnaires.

The Board Evaluation discussion was focused on effectiveness as a collective body in the context of the business and the external environment in which the Company functions. From time to time during the year, the Board was apprized of relevant business issues and related opportunities and risks. The Board discussed various aspects of its functioning and that of its committees such as structure, composition, meetings, functions and interaction with management and what needs to be done to further augment the effectiveness of the Boards functioning.

The overall assessment concluded that the Board and its Committees are functioning cohesively and effectively. Periodic reporting by the Committees to the Board was found on the work done and progress made during the reporting period. The Board also noted that the actions identified in the past questionnaire-based evaluations had been acted upon.

Results of Evaluation

The outcome of the evaluations was presented to the Board, the NRC and the Independent Directors at their respective meetings for assessment and development of plans/suggestive measures for addressing action points that arise from the outcome of the evaluation. The Directors expressed their satisfaction on the parameters of evaluation, the implementation and compliance of the evaluation exercise done and the results/outcome of the evaluation process.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company, to the best of their knowledge and ability, confirm that for the financial year ended 31st March, 2025:

(i) in the preparation of the annual accounts for the year ended 31st March, 2025, the applicable Accounting Standards (AS) 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 as on 31st March, 2025 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 frauds and other irregularities;

(iv) the annual accounts for the year ended 31st March, 2025 have been prepared on a “going concern" basis;

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively throughout the financial year ended 31st March, 2025;

(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 throughout the financial year ended 31st March, 2025.

INTERNAL FINANCIAL CONTROLS

According to Section 134(5)(e) of the Act and Regulation 17(8) of the Listing Regulations, the term Internal Financial Control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, safeguarding of assets, prevention and early detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

The Company has a well-established internal control framework, which is designed to continuously assess the adequacy, effectiveness and efficiency of its financial and operational controls. The Board is responsible for ensuring that IFCs are properly laid down and are functioning effectively across the organization.

The Company believes that strengthening of internal controls is an ongoing process and there will be continuous efforts to keep pace with changing business needs and environment.

The Companys internal control systems are commensurate with the nature of its business, size and complexity of its operations which assures compliance with internal policies, applicable laws and regulations, ensures reliability and accuracy of records, promotes operational efficiency, protects resources and assets, helps prevent and detect frauds, errors, and irregularities and minimizes overall risks. These are routinely tested and certified by Statutory as well as Internal Auditors. Further there were no letters of internal control weaknesses issued by the Internal Auditor or the Statutory Auditors during the financial year under review.

ENTERPRISE RISK MANAGEMENT FRAMEWORK

The Company has built a comprehensive risk management framework that seeks to identify all kinds of anticipated risks associated with the business and to take remedial actions to minimize adverse impact on the Company. The Company understands that risk evaluation and risk mitigation is an ongoing process within the organization and is fully committed to identify and mitigate the risks in the business, accordingly. The Company has established the three levels of risk management responsibilities in its risk management structure. These are: (a)Risk Governance and Surveillance, (b) Risk Review and Management and (c) Risk Ownership and Control.

The Company has also set up a dedicated Risk Management Committee to monitor current risks as well as to formulate strategies towards identifying new and emergent risks. The Committee develops and implements the risk mitigation strategies, reviews and prioritize risks based on their potential impact.

The Company has adopted a Risk Management Policy which is approved by the Board of Directors in accordance with the Listing Regulations, to identify and monitor business risk and assist in measures to control and mitigate such risks. The Policy is available on the Website of the Company at https://tarsons.com/wp-content/uploads/2023/12/Risk-Manangement-Policy- 1.2.pdf.

The other details in this regard are provided in the Corporate Governance Report, which forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a Corporate Social Responsibility (CSR) Committee. It is committed to ensure the social wellbeing of the communities through its CSR initiatives, in alignment with the Companys strategic priorities. The details of the Committee along with its terms of reference have been disclosed in detail in the Corporate Governance section of Annual Report.

The Company has adopted a Corporate Social Responsibility Policy in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014 which can be accessed at https://www.tarsons.com/wp-content/uploads/2023/02/V-1.1- Corporate-Social-Responsibility-Policy.pdf. The Policy inter alia briefs the areas in which CSR outlays can be made, objectives, the various CSR Programs/Projects that can be undertaken, implementation of the said programs and projects, criteria for identification of the implementing agencies, monitoring and evaluation mechanisms and annual action plan.

The Company during FY 2024-25 has undertaken CSR by donation to Tata Medical Centre and consequently has spent Rs. 20.89 Million towards its CSR obligation.

The brief outline of the CSR Policy of the Company and the initiatives undertaken by the Company during the financial year ended 31st March, 2025, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out in "Annexure-M" to this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

TARSONS PRODUCTS LIMITED- EMPLOYEE STOCK OPTION PLAN (ESOP) 2023 - STATUS UPDATE

During the financial year 2024-25, the Company continued with the implementation of the Tarsons Products Limited- Employee Stock Option Plan 2023 ("ESOP 2023" or "Plan"), which was introduced and approved by the shareholders at the 40th Annual General Meeting held on 14th July, 2023. The plan is administered by the Nomination, Remuneration and Compensation ("NRC") Committee/Board and is in compliance with the Act and the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations"). The objective of ESOP 2023 is to attract, retain and reward talent by offering eligible employees an opportunity to participate in the Companys growth.

During the year under review, the Company has not granted any options pursuant to the Plan. The disclosure required to be disclosed under Regulation 14 of the SEBI SBEB Regulations can be accessed at https://www.tarsons.com/wp-content/ uploads/2024/10/ESOP-Website-Disclosure.pdf.

The Company has obtained a certificate(s) from Secretarial Auditors confirming that the Plan has been implemented in accordance with the Listing Regulations and resolution(s) passed by the members of the Company. The said certificates will be made available for inspection by the members electronically during business hours.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all the transactions entered into by the Company with related parties were in compliance with the applicable provisions of the Act and the Listing Regulations, details of which are set out in the Notes to Financial Statements forming part of this Annual Report. All related party transactions are entered into only after receiving prior approval of the Audit Committee. Further, in terms of the provisions of Section 188(1) of the Act read with the Companies (Meetings of Board and its

Powers) Rules, 2014, all Contracts/ Arrangements/ Transactions entered into by the Company with its related parties, during the financial year under review, were in ordinary course of business and on an arms length and were not material.

In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on dealing with Related Party Transactions (RPTs) and the same is available on the website of the Company at https://www.tarsons.com/wp- content/uploads/2025/05/TPL_RPT_Policy_V1.2.pdf.

Further, the Company has entered into Contracts/ Arrangements/ Transactions with our step-down subsidiary who is our related party which were not material in nature, in accordance with the Related Party Transactions Policy of the Company, and none of the transactions had any potential conflict with the interest of the Company at large. The transactions entered into with related parties, referred to in Section 188(1) of the Companies Act 2013 during the FY 2024-25 are in the ordinary course of business and at arms length. Hence, disclosure in the Form AOC 2 as required in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable for this year.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act form part of the Notes to the Financial Statements of the Company.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time in respect of Directors/employees of the Company is attached as "Annexure- MI” to this Report.

The information required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time-to-time forms part of this Board Report. However, in terms of Section 136 of the Act, the annual report is being sent to the shareholders excluding the said statement. The said information is readily available for inspection by the shareholders at the Companys registered office during the business hours on all working days up to the date of ensuing Annual General Meeting and shall also be provided to any shareholder who sends a written request to the Company Secretary and Compliance Officer at investor@tarsons.com.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated in Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 for year ended 31st March, 2025 is provided below:

A. Conservation of Energy
i. Steps taken or impact on conservation of energy	NIL
ii. Steps taken for utilizing alternate sources of energy
iii. Capital investment on energy conservation equipments
B. Technology absorption
i. Efforts made towards technology absorption
ii. Benefits derived like product improvement, cost reduction, product development or import substitution
iii. 1 n case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
• the details of technology imported	NIL
• the year of import
• whether the technology been fully absorbed
• If not fully absorbed, areas where absorption has not taken place, and the reasons thereof
iv. The expenditure incurred on Research and Development
C. Foreign Exchange Earnings and Outgo ( in Million)
i.. Foreign Exchange Earnings by the Company	1,940.45
ii. Foreign Exchange Expenditure by the Company	2,061.98

AUDITORS & AUDIT REPORTS Statutory Auditors and Auditors Report

Members of the Company at their 40th Annual General Meeting held on 14th July, 2023, approved the re-appointment of Price Waterhouse Chartered Accountants LLP Chartered Accountants, (PWC), having Firm Registration No. FRN012754N/ N500016, as the Statutory Auditors of the Company for a second term of five(5) consecutive years commencing from financial year ending 31st March, 2023 to hold office from the conclusion of 40th AGM till the conclusion of the 45th AGM of the Company to be held in the year FY 2028-29.

The Auditors Report on the Audited Financial Statements of the Company for the year ended 31st March, 2025 forms part of this Annual Report and are unmodified and there are no qualifications, reservation, adverse remark or disclaimer made by the Statutory Auditors in their report. During the year under review, the Auditors did not report any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3) of the Companies Act, 2013.

Internal Auditors

The Company has in place an adequate internal audit framework to monitor the efficacy of the internal controls with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance on the adequacy and effectiveness of the Companys processes. The Internal Auditor reports directly to the Chairman of the Audit Committee.

M/s. Grant Thornton Bharat LLP (LLP Registration No. AAA-7677), are appointed as the Internal Auditors of the Company for the FY 2025-26 in the Board Meeting held on 28th May, 2025 in accordance with the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014.

Secretarial Auditors

The Board, at its meeting held on 28th May, 2025, has appointed M/s. Manisha Saraf & Associates, Practicing Company Secretaries (FRN No. S2019WB666200) as Secretarial Auditor of the Company for a term of 5 years starting from Financial Year 2025-26 till Financial Year 2029-30 at a remuneration of Rs. 75,000 or such other amount as mutually agreed upon between the Board and the Secretarial Auditor, subject to the approval of members in the ensuing AGM. In terms of Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Secretarial Audit Report given by the Secretarial Auditors in Form No. MR-3 is annexed to this Report as "Annexure - IV".

There are no qualifications, reservations or adverse remarks made by Secretarial Auditor in their Report.

Cost Auditors and Cost Audit Report

The Company is not required to maintain cost records in terms of the requirements of Section 148 of the Act and rules framed thereunder hence such accounts and records are not required to be maintained by the Company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy and established the necessary Vigil Mechanism, which is in line with the Regulation 22 of the Listing Regulations and Section 177 of the Companies Act, 2013 for its Directors and employees. Pursuant to the Policy, the Whistle Blower can raise concerns relating to Reportable Matters (as defined in the Policy) such as unethical behavior, breach of Code of Conduct, actual or suspected fraud, any other malpractice, impropriety or wrongdoings, illegality, non-compliance of legal and regulatory requirements, retaliation against the Directors & Employees and instances of leakage of/suspected leakage of Unpublished Price Sensitive Information of the Company etc.

Further, the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances to the Audit Committee, and provides for adequate safeguards against victimization of Whistle Blower, who avail of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases.

The Audit Committee oversees the functioning of the same. Further, no personnel have been denied access to the Audit Committee during the Financial Year under review.

The details of this Policy are explained in the Corporate Governance Report which forms a part of Annual Report and also hosted on the website of the Company at https://tarsons.com/wp-content/uploads/2022/04/Whistle-Blower-Policy.pdf.

There was no instance of such reporting during the financial year ended 31st March, 2025.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3) and Section 92(3) of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the financial year ended 31st March, 2025 is available on the website of the Company at https://www.tarsons.com/annual-return/.

DEPOSITS

During the year under review, the Company has not accepted or renewed any deposits from the public within the meaning of Sections 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

CREDIT RATING

The credit rating of your Company for long term bank facilities is "CARE A" and for short term bank facilities is "CARE A1". Details of the same are clearly elaborated in the Corporate Governance Report forming part of this Annual Report.

CORPORATE GOVERNANCE

The Companys Corporate Governance Practices are a reflection of value system encompassing culture, policies, and relationships with the stakeholders. Integrity and transparency are key to Corporate Governance Practices to ensure that the Company gains and retains the trust of stakeholders at all times. It is about maximizing shareholder value legally, ethically and sustainably. The Board exercises its fiduciary responsibilities in the widest sense of the term.

As per Regulation 34(3) read with Schedule V of the Listing Regulations, a separate section on Corporate Governance practices followed by the Company, together with a certificate from the Companys Statutory Auditors confirming compliance with the same has been disclosed under the Corporate Governance Report section of this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report in compliance with Regulation 34(2)(e) and Schedule V of Listing Regulations is provided in a separate section and forms an integral part of this report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In accordance with Regulation 34(2)(f) of the Listing Regulations, Business Responsibility and Sustainability Report (BRSR) covering disclosures on Companys performance on ESG (Environment, Social and Governance) parameters for FY 2024-25, forms an integral part of the Annual Report as set out in "Annexure - V" and the same is also available on the website of the Company at https://www.tarsons.com/corporate-governance/.

TRANSFER OF EQUITY SHARES/UNCLAIMED DIVIDEND TO IEPF

Pursuant to the applicable provisions of the Act, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the "IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after completion of Seven (7) years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the Members for Seven (7) consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

In accordance with SEBI Master Circular No. SEBI/HO/MIRSD/ POD-1/P/ CIR/2024/37 dated 7th May, 2024, a separate Suspense Escrow Demat Account had been opened by the Company with Axis Bank for crediting unclaimed shares in dematerialized form.

HUMAN RESOURCES

A. Empowering the employees

Employees are the most valuable and indispensable asset for a Company. The Company has always been proactive in providing growth, learning platforms, safe workplace and personal development opportunities to its workforce. Adequate efforts of the staff and management personnel are directed on imparting continuous training to improve the management practices.

B. Industrial Relations

Industrial relations at all sites of the Company remained cordial.

C. No. of Employees:

Manpower employed as at 31st March, 2025 were 906.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at workplace and is committed to provide a safe and secure working environment for all employees.

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder and the same is hosted on the Companys website https://tarsons.com/wp-content/uploads/2025/02/ Policy-on-Prevention-of-Sexual-Harassement.pdf. An Internal Complaints Committee (ICC) has also been set up to redress complaints received regarding sexual harassment pursuant to Rule 8(5)(x) of the Companies (Accounts) Rules, 2014 and complied with the provisions relating thereto.

During the year under review, no cases were filed under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS

During the Financial Year 2024-25, the Company has complied with all the relevant provisions of the applicable mandatory Secretarial Standards i.e. SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118 (10) of the Act.

GENERAL DISCLOSURES

Your Directors state that:

1. No material changes and commitments affecting the financial position of the Company have occurred from the close of the financial year ended 31st March, 2025 till the date of this report.

2. There was no change in the nature of business of the Company during the financial year ended 31st March, 2025.

3. During the year, no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operation in future.

4. During the financial year under review, no disclosure or reporting was required with respect to issue of equity shares with differential rights as to dividend, voting or otherwise, issue of Sweat equity shares and Buyback of shares.

5. No proceedings are filed by the Company or pending against the Company under the Insolvency and Bankruptcy Code, 2016.

The Company serviced all the debts & financial commitments as and when they became due with the bankers or Financial Statements.

ACKNOWLEDGEMENT

On behalf of the Directors of the Company, we would like to place on record our deep appreciation to our shareholders, customers, vendors, bankers and financial institutions for all the support rendered during the year. The Directors are also thankful to the Medical Profession, the Trade and Consumers for their patronage to the Companys products and the Government of India, the various ministries of the State Governments, regulatory authorities, communities in the neighbourhood of our operations, municipal authorities of West Bengal, and local authorities in areas where we are operational in India. Finally, we appreciate and value the contributions made by all our employees at all levels, with their continued hard work for making the Company achieve its vision and mission and also thank the Companys vendors, investors, business associates, Central/State Government and various departments and agencies for their support and co-operation.

		For and on behalf of the Board of Directors
		For Tarsons Products Limited
	Mr. Sanjive Sehgal	Mr. Aryan Sehgal
Place: Kolkata	Chairman & Managing Director	Whole-Time Director
Date: 12th August, 2025	DIN: 00787232	DIN: 06963013