Tata Coffee Ltd Directors Report.

To the Members,

Your Directors are pleased to present the 78th Annual Report of Tata Coffee Limited ("the Company") along with the Audited Financial Statements for the Financial Year ended March 31,2021.

FINANCIAL RESULTS:

The financial performance of the Company for the year ended March 31,2021, on a Standalone and Consolidated basis, is summarised below:

( crore)

Standalone

Consolidated

Particulars 2020-21 2019-20 2020-21 2019-20
Revenue from Operations 737 719 2255 1966
Other Income 78 56 34 21
Total Income 815 775 2289 1987
Expenses
Operating Expenditure 672 671 1919 1710
Depreciation and Amortization Expenses 24 25 83 81
Total Expenses 696 696 2002 1791
Profit before Exceptional Items and Taxes 119 79 287 196
Add: Exceptional Items and Taxes - 6 (3) 4
Profit before Tax (PBT) 119 85 284 200
Tax expense 18 12 72 59
Profit for the year 101 73 212 141
Attributable to:
Shareholders of the Company 101 73 134 82
Non-Controlling Interests - - 78 59
Surplus brought forward from Previous Year 562 522 678 646
Amount available for appropriation 663 595 812 728
General Reserve I - - - -
General Reserve II (8) (7) (8) (7)
Reversal of Dividend Distribution Tax / Deferred Tax 6 - 6 -
Dividend paid relating to Previous Year (28) (28) (28) (28)
Tax on Dividend - (6) - (6)
Transfer to Retained Earnings - 8 - 8
Transfer to Retained Earnings - transitional impact of Ind AS 116 - - - (17)
Balance carried forward 633 562 782 678

1. Total Income Standalone

Your Companys Total Income during the year under review was Rs.815 crore as compared to Rs.775 crore in the previous year.

Consolidated

Consolidated Total Income during the year under review was Rs.2289 crore as compared to Rs.1987 crore in the previous year, registering an increase of 15% over the previous year.

2. Profits

Standalone

Profit before Tax for the year 2020-21 was Rs.119 crore as against Rs.85 crore in the previous year. Profit after Tax for the year 2020-21 stood at Rs.101 crore as against Rs.73 crore in the previous year.

Consolidated

On a consolidated basis, Profit before Tax for the year 2020-21 was Rs.284 crore as against Rs.200 crore in the previous year. Profit after Tax (net of minority interest) for the year 2020-21 stood at Rs.134 crore as against Rs.82 crore in the previous year.

3. Dividend

The Board of Directors have recommended a Dividend of Rs.1.50 per share (previous year Rs.1.50 per share) on Face Value of Rs.1 each for the Financial Year ended March 31, 2021. The total Dividend outgo amounts to Rs.28.02 crore (previous year Rs.28.02 crore).

Pursuant to 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.

4. Transfer to Reserves

The Board of Directors have decided to retain the entire amount of profit for Financial Year 2020-21 in the Statement of Profit and Loss, except an amount of ?8 crore, which has been transferred to General Reserve II as at March 31,2021.

5. Share Capital

The Paid-up Equity Share Capital of the Company as on March 31,2021 was Rs.18.67 crore comprising of 18,67,70,370 equity shares of Rs.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 2021-22, 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. COVID-19 and its impact

Your Directors have been periodically reviewing with the Management, the impact of COVID-19 on the Company. During the 1st quarter of the year, your Company had to temporarily suspend operations at its plants and other locations as per the directives of the Government, keeping in mind the paramount need of safety of the employees. The Companys products viz., Coffee, Tea and Pepper are meant for daily consumption in households and out-ofhome and the Management anticipates slowdown in some geographies in the short term especially in the out-of-home consumption due to COVID-19 pandemic, and is also keeping a close watch on any other possible impacts of second wave of the pandemic. The Companys Wholly-owned Subsidiary viz., Tata Coffee Vietnam Company Limited, at Vietnam, is operating smoothly without any disruptions. The Board and the Management will continue to closely monitor the situation as it evolves and do its best to take all necessary measures , in the interests of all stakeholders of the Company.

8. Global Coffee Scenario

According to the estimates of the International Coffee Organisation (ICO), for the coffee year 2020-21, global production is estimated to rise by 1.9% to 171.9 million bags vis-a-vis 168.7 million bags for the coffee year 2019-20. In the current coffee year, the share of Arabica production is 101.88 million bags, up 5.2% from that of last year and Robusta production at 70.02 million bags is likely to be lower by 2.6% vis-a-vis last coffee year.

The ICO also projects that global coffee consumption is likely to increase by 1.3% to 166.6 million bags in 2020-21, compared to the preceding coffee year, as economies across the world experience gradual recovery from the pandemics impact and social-distancing norms ease. Therefore, out-of-home consumption is predicted to rebound. In 2019-20, the world coffee consumption was estimated at 164.5 million bags.

The New York (ICE) May terminal, representing Arabica settled at 123.50 c/lb on March 31,2021 against 119.55 c/lb for the same period on March 31, 2020.

As on March 31, 2021, the London Robusta May futures settled at 1342 USD / MT against 1186 USD / MT for the same period on March 31, 2020.

9. Companys Performance

A. Plantations

Coffee

During the Financial Year 2020-21, the Company has harvested a Robusta crop of 6136 MT against 4405 MT in the previous year. In the case of Arabica, a production of 1716 MT has been harvested against 1425 MT in the previous season. The Coffee harvesting operations of the Company for the season 2020-21 has been completed and the gleaning operation is in progress. Post-harvest operations such as handling, white stem borer control, pepper watering, and irrigation on Robusta are in progress.

With the timely receipt of natural shower and irrigation, the crop harvested for the year was good.

Tea

During the Financial Year 2020-21, the Company produced 4.946 million kgs against 4.874 million kgs in the previous year. The turnover during the year was Rs.90 crore as against Rs.59 crore last year owing to a buoyant market price and increased demand. During the year, the South Indian Sale average increased by 45% compared to the previous year. The crop in North India dropped by 12% compared to the previous year, due to the pandemic, and subsequent lockdown, which pushed up the South Indian demand and prices during the year. The South India volume remained steady with a marginal increase of 1% compared to the previous year.

Pepper

The Pepper harvest is in progress and that the Company has harvested 790 MT as on date against an estimated production of 851 MT. During the year, the density and volume of primary grade Pepper has been good, considering the timely receipt of natural shower during the development stage. The Company has initiated actions to increase the production base of pepper in the coming years and has completed extensive planting of Pepper vines which is in the process of establishing and maturing.

Kushalnagar - Coffee Curing Works & Pepper Processing Unit

The Companys processing center at Kushalnagar is an important cog in the wheels of Tata Coffee. Kushalnagar Works is a processing hub for Tata Coffees entire produce of Coffee and provides green coffee processing services to the coffee growers in South India, spread across various growing Districts. It 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, UTZ, SA-8000:2014, Rain Forest Alliance, Organic Coffee processing, and Cafe Practices. A record quantity of coffee was hulled and sold from Kushalnagar Works, this year.

The Pepper Processing Center is 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 5.0, and SA 8000:2014.

Green Coffee Exports

During the Financial Year 2020-21, the green coffee sales exceeded 10000 MT which is a record, out of which the exports stood at 7325 MT as against 6701 MT in the previous year. Your Company continued to focus on growth through premiumization, 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 885 MT in FY 2020-21 as against 513 MT in Financial Year 2019-20. Your company was able to place certified pepper in the export market, capitalizing on increased demand of sustainable produce in the market.

On Instant Coffee, in the Financial Year 2020-21, your Company clocked sales of 7446 MT from Indian operations and 4536 MT from the Vietnam operations. The sales numbers were 8475 MT and 2616 MT, respectively, from India and Vietnam for Financial Year 2019-20. Despite a tough market environment impacted by repeated lockdowns and a drop in food service demand particularly in the larger markets of Russia and

EU, your Company was able to maintain its share with large clients, focus on niche market opportunities and execute on new product development work.

Ama Plantation Trails

Ama Plantation Trails has recorded an Income of Rs.4.0 crore for the Financial Year under review with an EBIT of 0.9 crore. The EBIT has been impacted due to lower tourist flows and cancellations due to COVID-19 pandemic and the resultant lockdown. While the operations have recovered during 2nd half of the year, the onset of COVID second wave and the resultant travel restrictions, has dampened the recovery.

B. Instant Coffee Operations

During the year, Instant Coffee Division had to weather global headwinds induced by COVID-19 pandemic, resulting in demand and sales contraction and upsurge in ocean freight rates. The withdrawal of Export incentives also had a deleterious impact on the financials.

The new state-of-the-art 5000 TPA Freeze-dried coffee plant in Vietnam has delivered 90% capacity utilization and performed well on various operational metrics. The manufacturing units at Theni and Toopran performed well with a capacity utilization of 85% despite severe operating constraints due to COVID-19 pandemic. New technologies have been adopted to automate processes, reduce energy and water consumption and to improve safety.

Your Company has enhanced its competitive edge by providing customized solutions and new products. The Financial Year 2020-21 has witnessed continued diversification of sales and market portfolio.

C. Starbucks Roastery

A state-of-the-art roasting plant for Tata Starbucks is located at Kushalnagar, which produces single origin coffees of India, Kenya and Sumatra, as well as Cold Brew and Espresso variants, catering to the exclusive requirements of Tata Starbucks outlets across India. An additional roasting and automated packing line have been added, to cater to the growth plans of Tata Starbucks. The Unit is certified under FSSC 22000 5.0, SA-8000:2014, and Ethical Sourcing.

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 viz., Tata Consumer Products Limited. It produces a blend of Roasted & Ground coffee with Chicory. A Limited Edition of the Tata Coffee 1868 blend comprising, the best of washed Arabicas was also launched as part of the overall Tata Coffee portfolio.

E. Sonnets

Sonnets by Tata Coffee, a range of Reserve Single Origin Limited Edition Coffee produced from high quality Arabica coffee beans was launched in February 2021, which is distributed and marketed by the Holding Company viz., Tata Consumer Products Limited. The roasting, grinding and packaging of the Product is done out of Kushal Nagar Works. These coffees provide a unique taste experience and bring out the best in handpicked Arabica beans.

10. Awards

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

a. Theni Unit was awarded 4-star EHS assessment award and Toopran unit was awarded 3-Star EHS assessment award, by the Confederation of Indian Industry - Southern Region.

b. Toopran Unit received HR Best practices Gold Star award for the second consecutive year, declared by FTCCI (Federation of Telangana Chamber of Commerce).

11. Certifications

Instant Coffee Units, Theni, Toopran and Vietnam

a. Theni Unit was re-certified for British Retail Consortium V8, IFS and for IMS.

b. Toopran Unit FSSC 22000 Ver 4.1 upgraded to FSSC 22000 Ver 5.0 and BS OHSAS 18001 to ISO 45001.

c. Vietnam Unit was certified for British Retail Consortium V8 - Global Standards for Food Safety, Issue 8, 2018 - Certified for Grade A; Halal certification - Halal Standard MS 1500 : 2019; Kosher Vietnam Certificate; UTZ Chain of Custody Standard, Coffee Annexe 1.1

: 2015, Rain Forest Alliance Certificate: RA Chain of Custody Standard 2015.

12. Capital Expenditure

During the year, Rs.22 crore was incurred towards capital expenditure primarily on account of welfare, modernization, upgradation, re-planting and other programmes undertaken in various units of the Company.

13. New technology and sustainability projects at Instant Coffee Units

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

a. Theni Unit has introduced Adiabatic cooling system replacing cooling towers to reduce make-up water requirement by about 20%

b. Theni Unit has invested a back-pressure turbine which has led to savings of 650 units per day

c. Introduction of high efficiency motors and pumps replacing old motors and pumps in Theni Unit, has led to savings of about 1900 units per day

d. ICD Toopran Unit has introduced ZLD system using ScaleBan technology to recover and recycle 60 KLD of water.

14. 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 Rs.156 crore (USD 20.973 million) as compared to Rs.117 crore (USD 16.640 million) for the previous year.

II. Eight O Clock Company (EOC)

The Total Income of EOC during the Financial Year 2020-21 was Rs.1293 crore (USD 174 million) compared to Rs.1121 crore (USD 159 million) in the previous Financial Year. The Bag coffee volumes were marginally higher compared to previous year and K-cup volumes were flat. EOC increased its spend in trade marketing on the background of intense competition. EOCs private label business also grew both in volumes, turnover and operating profits. The Company continues to focus on innovations with a healthy pipeline and is also investing in new capabilities on e-commerce.

III. Tata Coffee Vietnam Company Limited (TCVCL)

The Total Income of TCVCL during the Financial Year 2020-21 was Rs.228 crore (USD 30.653 million) compared to Rs.126 crore (USD 17.706 million) in the previous Financial Year.

TCVCL, wholly-owned subsidiary of the Company, commissioned a Freeze-dried Coffee Plant in Vietnam during May 2019. The Plant has successfully ramped up capacity to the levels of up to 90% within two years of commencement of operations.

The Unit has a one-of-a-kind pilot plant, which has been helping the facility to co-create innovative niche products with our customers. 17 new product blends have been successfully commercialized and around a dozen new customers have been on-boarded this year. The products from the Freeze-dried plant has enabled our customers win awards for product excellence.

The Unit is already setting benchmark standards on Safety with Nil Safety incidents as well as setting high standards in Food Safety. The Unit is certified for LEED (Leadership in Energy and Environmental Design), BRC (British Retail Consortium), Halal, Kosher, UTZ and RFA.

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 Companys 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 financial statement of the 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 Companys policy on determining the material subsidiaries, as approved by the Board is uploaded on the Companys website at https://tatacoffee. com/sites/default/files/collaterals/investors/Policy for Determining Material for Disclosure.pdf.

15. 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 Companys internal financial controls were adequate and effective during Financial Year 2020-21.

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, 2021, 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, 2021 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.

16. 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.

During the year under review, Mr. L. Krishnakumar resigned as Director of the Company, effective May 5, 2020. The Board places on record its appreciation for the invaluable contributions and guidance provided by Mr. Krishnakumar, during his stint with the Company as Director.

The Board at its meeting held on May 5, 2020, appointed Mr. Sunil DSouza as an Additional Director effective May 5, 2020.

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) 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. V Leeladhar 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.

17. Governance Guidelines

The Company has adopted Governance Guidelines on Board Effectiveness. The Governance Guidelines encompasses aspects relating to composition and role of the Board, Chairman and Directors, Board Diversity, Definition of Independence, Term of Directors, Retirement Age and Committees of the Board. It also covers aspects relating to Nomination, Appointment, Induction and Development of Directors, Directors Remuneration, Subsidiary oversight, Code of Conduct, Board Effectiveness Review and Mandates of Board Committees.

18. Policy on Directors 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 Companys 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 Companys 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 Companys Website at www.tatacoffee.com.

19. 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.

20. Internal Control Systems & their adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

21. 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.

22. 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 Rs.17,53,433/- lying with the Company for a period of seven years were transferred during the year 2020-21, 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, 69,030 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 2020-21. Details of shares transferred to IEPF have been uploaded on the Website of IEPF as well as the Company.

23. Related Party Transactions

All Related Party Transactions, that were entered into during the Financial Year under review, were on an arms 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://tatacoffee.com/ sites/default/files/collaterals/investors/Related Party Transaction Policy.pdf.

24. 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 detailed 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report.

25. Business Responsibility Report

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

26. Auditors

(i) Statutory Auditors

The Members at the 73rd Annual General Meeting of the Company held on July 26, 2016, had appointed M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W-100018) as the Statutory Auditor of the Company to hold office for a term of five years i.e., from the conclusion of the 73rd Annual General Meeting until the conclusion of the Annual General Meeting to be held in the year 2021. The Board of Directors at its meeting held on April 29, 2021, have approved the proposal for re-appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W-100018) as Statutory Auditors of the Company for a second term of five years from the conclusion of the 78th Annual General Meeting until the conclusion of 83rd Annual General Meeting of the Company to be held in the year 2026. M/s. Deloitte Haskins & Sells LLP have signified their assent and confirmed their eligibility to be appointed as Statutory Auditors in terms of the provisions of Section 141 of the Act read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014.

The Board, based on the recommendations of the Audit Committee has resolved to place the proposal of re-appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W-100018) as the Statutory Auditors for a second term of five consecutive years i.e., from the conclusion of 78th AGM until the conclusion of AGM of the Company to be held in the year 2026, before the Members, for their approval.

(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, has appointed M/s. S. Mahadevan & Co., Cost Accountants, as Cost Auditor of the Company for conducting the Cost Audit for the Financial Year 2021-22, on a remuneration as mentioned in the Notice of 78th Annual General Meeting.

A Certificate from M/s. S. Mahadevan & Co., Cost Accountants, has been received to the effect that their appointment as Cost Auditor of the Company, if made, would be in accordance with the limits specified under Section 141 of the Act and Rules framed thereunder.

A resolution seeking Members ratification for the remuneration payable to the Cost Auditor forms part of the Notice of 78th Annual General Meeting and the same is recommended for your consideration and ratification.

(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, 2021. 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, 2021, do not contain any qualification or reservation or adverse remarks.

27. 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 Companys Risk Management Framework and (b) Overseeing all the risks that the organization faces such as strategic, 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.

28. 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.

29. 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.

30. 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.

Apart from the welfare initiatives implemented during the year, the following were the focus areas :

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

• Awareness programme on COVID-19 in all Estates.

• Supply of sanitizers, face masks, face shield masks, gloves to all employees who are dealing closely with workers.

• Timely assistance for the casual workers for their safe return to their native places.

• Isolation centres for the COVID positive cases were identified in all locations.

• Medical assistance for the COVID positive cases and support to the family members by providing essential needs.

• Vaccination of employees who are above 45 years of age.

• Facilitation of disinfectant spraying of labour lines, hospitals etc.

• Facilitation of COVID-19 preventive management as per the Government guidelines.

• Skill development and training for all identified workmen.

31. 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. During multiple engagements / assessments, it was noticed that the retention of POSH/ Tata Code of Conduct (TCOC) related awareness is low for blue collar workforce, which is complimented with the high inflow of migratory and casual workforce during the harvesting season.

The Company also conducts a periodic (bi-annual) awareness plan across the organization on Ethics, TCOC, POSH & Whistle Blower Policy involving workmen as facilitators. Facilitation documents in the form of brochures and pocket cards in multiple languages for each workman were created and distributed at each of the locations.

During the Financial Year 2020-21, the Company received eight complaints on sexual harassment, out of which 7 cases have been disposed of with appropriate actions taken and 1 case is pending investigation.

32. 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 Companys 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/flles/ collaterals/investors/Whistle Blower Policy 16092019.pdf.

33. 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 Policy Final 03062020.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.

34. 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 2020-21 is uploaded on the website of the Company and the same is available at https://tatacoffee.com/sites/default/ files/collaterals/investors/mgt/Annual%20Return%20-%20 FY%202020-21.pdf

35. 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 78th 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.

36. 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.

37. 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 Companys Operations in future.

38. Green Initiatives

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 78th Annual General Meeting of the Company including the Annual Report for FY 2020-21 are being sent to all Members whose e-mail addresses are registered with the Company / Depository Participant(s).

39. 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 29, 2021 Chairman