Tarsons Products Ltd

BOARDS' REPORT

Dear Members,

The Board of Directors ("Board") are delighted to present the 41^st 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, 2024.

FINANCIAL SUMMARY & PERFORMANCE HIGHLIGHTS

The Company's financial performance on standalone and consolidated basis for the financial year ended 31st March, 2024 are summarized below:

* The Company did not have any subsidiary, associate or joint venture as of 31st March, 2023 and hence the corresponding figures for the financial year 2022-23 are accordingly not provided.

Note:

1. Figures in brackets represent deductions.

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

STANDALONE PERFORMANCE

During the year under review, the revenue from operations and other income as on standalone basis stood at Rs.2914.74 Million as compared to the last year's revenue of Rs.2,951.82 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.1034.39 Million as compared to Rs.1297.62 Million for the previous year. The Company recorded a Profit after Tax (PAT) of Rs.512.47 Million as compared to Rs.807.14 Million in 2022-23. The EPS on financials for the year ended on 31st March, 2024 was Rs.9.63.

CONSOLIDATED PERFORMANCE

During the year under review, the revenue from operations and other income as on Consolidated basis stood at Rs.3,078.69 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.998.14 Million. The Company recorded a Profit after Tax (PAT) of Rs.426.40 Million. The EPS on financials for the year ended on 31st March, 2024 was Rs.8.01

HIGHLIGHTS OF OPERATIONAL PERFORMANCE

The operational performance of the Company and its business units and wholly-owned 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, 2024, 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 Ind AS reporting have been made under the Notes to Financial Statements.

STATE OF COMPANY'S 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 five manufacturing facilities located in West Bengal and two upcoming plants. 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, your Company maintain a positive outlook on the next phase of growth for our Company.

A key focus of the business is promoting and maintaining operational quality, a people-centric culture and an effective technology system thus, offering and contributing to the Company's growth by focusing on branding & promotion to enhance visibility in the labware industry to increase brand awareness & loyalty, manufacture of new products in the cell culture & 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 Company's affair and business overview are discussed in the Management Discussion & Analysis Report forming part of this Annual Report.

DIVIDEND

Based on the Company's Performance and in terms of Dividend Distribution Policy of the Company, the directors of your Company has recommended a Final Dividend of Rs.2 per equity share having face value of Rs.2 each (i.e. @ 100% per equity share) for the financial year ended 31st March, 2024 subject to the approval of the Members.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members w.e.f. 1st April, 2020 and the Company is required to deduct tax at source (TDS) from dividend paid to the Members at prescribed rates as per the Income- tax Act, 1961.

According to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the top 1000 listed entities based on market capitalization are required to formulate a Dividend Distribution Policy which shall be disclosed on the website of the listed entity and a weblink shall also be provided in their Annual Reports. Accordingly, the Dividend Distribution Policy of the Company can be accessed using the following link: https://tarsons.com/ wp-content/uploads/2022/06/Dividend-Distribution-Policy.pdf.

ACQUISITION OVERSEAS

On 20th December, 2023, the Company, through its wholly owned subsidiary, Tarsons Life Science Pte Ltd., have made a strategic acquisition of Nerbe R & D GmbH and Nerbe plus GmbH & Co. KG ("Nerbe") in Hamburg, Germany with complete ownership/ control with effect from 1st January, 2024. Tarsons Life Science Pte Ltd., was incorporated as a special purpose vehicle for the purpose of acquisition activities for the Company. The Nerbe is a distributor of medical and laboratory disposables.

This strategic move underscores the Company's ability to capitalize on growing opportunities in the exports market. With Nerbe, we are poised for significant expansion, particularly in European market, by leveraging its established distribution network. Nerbe represents more than just an acquisition rather it serves as a pivotal steppingstone, facilitating the expansion of our global footprint, through collaborative efforts and synergies. The Company is poised to unlock new avenues of growth and propel business to greater heights globally.

The consolidated sales of Nerbe entities during the period from 1st January, 2024 to 31st March, 2024 amounted to EUR 2.09 Million, while the EBITDA was EUR 0.21 Million. The consolidated results of the Company include the above results.

CAPEX AND FUTURE PLANS

Regarding our current capex plan, we are making significant progress at our Panchla facility. Firstly, we are venturing into cell culture products and bio-process products, which are new segments for us. Additionally, we are expanding capacities for our existing product lines. The civil construction of the site is already completed, and the first clean room is ready.

Our Amta plant, would serve as a radiation plant for which we have signed an MoU with the Board of Radiation and Isotope Technology. Once the radiation plant is operational, we will shift part of our standardization requirement to this facility, reducing our reliance on a single vendor. Furthermore, the plant would also operate as the fulfilment center/warehouse, which will streamline our inventory management and enhance overall operational efficiency.

This expansion represents a crucial milestone, opening doors to previously unexplored markets and product segments. With this strategic move, we are well-positioned to assert our dominance in these markets, reinforcing our status as a key industry player. We are excited about the positive impact this expansion will have on our overall growth trajectory and are eager to seize the promising opportunities it presents.

TRANSFER TO RESERVES

so The Directors' 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, 2024 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, 2024, the Authorized Share Capital of the Company is 100,000,000 Equity Shares of Rs.2/- each amounting

to Rs.200,000,000 (Rupees Two Hundred Million).

b) Issued, Subscribed and Paid-up Share Capital

As on 31st March, 2024 the Issued, Subscribed and Paid-up Share Capital of the Company is 53,206,281 Equity Shares of Rs.2/- each amounting to Rs.106,412,562 (Rupees One Hundred Six Million Four Hundred Twelve Thousand Five Hundred and Sixty-Two).

c) Utilization of Proceeds of IPO

Pursuant to the Regulation 32 of the Listing Regulations, a statement/explanation for the deviation(s) or variation(s) in the use of proceeds of IPO is herein given below:

*Necessary disclosures have been made to the Stock Exchanges in the Statement of Deviation/Variation Report issued quarterly along with the Financial Statements.

The proceeds of IPO were utilized for the objects as disclosed in the Prospectus. Details as on 31st March, 2024 are as follows:

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

The Company on 10th November, 2023 had incorporated Tarsons Life Science Pte. Ltd., a Wholly-owned Subsidiary of the Company ("Subsidiary VTL SPL"), with a paid-up share capital of 1 USD, in Singapore. TLSPL on 20th December, 2023 has signed a Share Purchase Agreement and acquired the complete control over Nerbe R&D GmbH and Nerbe GmbH Plus Co. KG ("Nerbe") w.e.f., 1st January, 2024, thus making Nerbe the step-down subsidiary of the Company.

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 ("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 forms part of this Integrated Annual Report. The financial statements of the Subsidiary are available on the website of the Company at https://tarsons.com/wp-content/uploads/7074/05/Tarsons-l ife FY24.pdf.

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 Company's subsidiary in 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, 2024, the Company has six (6) Directors comprising of two (2) Executive Directors and four (4) NonExecutive Directors out of which three (3) are Independent Directors including one (1) Independent Woman Director and one (1) Non-Executive - Nominee Director.

In the opinion of the Board as whole as well as the directors re-appointed during the year possess the requisite qualifications, experience and expertize 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 re-appointment of Directors during the FY 2023-24 has been separately provided in the Corporate Governance Report.

Criteria for determining qualification, positive attributes and independence of a director is given under the Nomination and Remuneration Policy, which can be accessed at the link: https://tarsons.com/wp-content/uploads/2022/04/Nomination-and- Remuneration-Policy.pdf.

APPOINTMENT/RE-APPOINTMENT/CESSATION OF DIRECTORS APPOINTMENT

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on 14th August, 2024 have appointed Mr. Suresh Eshwara Prabhala (DIN: 02130163) as an Additional Director (Category: NonExecutive Nominee Director) of the Company w.e.f. 15th August, 2024, subject to approval by the shareholders in the ensuing Annual General Meeting.

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 appointment is provided in the 41st Annual General Meeting Notice of the Company.

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. Sanjive Sehgal, Chairman & Managing Director (DIN: 00787232), 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 is provided in the 41st Annual General Meeting Notice of the Company.

CESSATION

Mr. Gaurav Pawan Kumar Podar (DIN: 09652701) resigned as Non-Executive Nominee Director of the Company w.e.f. 14th ² August, 2024.

The Board places on record the deep appreciation for valuable services and guidance provided by Mr. Podar, during his tenure of Directorship.

KEY MANAGERIAL PERSONNEL

As on 31st March, 2024, the following person 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:

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.

In the opinion of the Board all the Independent Directors fulfill the conditions specified in the Act and Listing Regulations with regard to integrity, expertize and experience (including the proficiency) of an Independent Director 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 as per Listing Regulations.

COMPANY'S 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 which is in accordance with the Companies Act, 2013 and the Listing Regulations. The Policy aims to attract, retain and motivate qualified people at the board and senior management levels and ensure that the interests of Board members & senior executives are aligned with the Company's vision and mission statements and are in the long-term interests of the Company.

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's, Senior Management Personnel's and other employees of the Company.

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

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

The Policy is available on the website of the Company at https://tarsons.com/wp-content/uploads/2077/04/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 Company's financial performance. During the Financial Year 2023-24, 8 (Eight) 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 2023-24 has been separately provided in the Corporate Governance Report.

COMMITTEES OF THE BOARD

The constitution of the Board Committees is in acquiescence of provisions of the Companies Act, 2013 and the relevant rules made thereunder, Listing Regulations and the Articles of Association of the Company. The Board had constituted 6 (Six) Committees viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee and IPO Committee. However, since all the funds raised in the IPO has been utilized hence IPO committee was dissolved with effect from the closing hours of 31st March, 2024.

With the dissolution of IPO Committee, the Board as on date have five (5) standing committees to deal with specific areas/ activities that need a closer review and to have an appropriate structure for discharging its responsibilities.

The composition, terms of reference, attendance of directors at the meetings of all the above Committees has been disclosed in the Corporate Governance Report.

There has been no instance where the Board has not accepted any of the recommendations of the Audit Committee.

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 consonance with Guidance Note on Board Evaluation issued by the SEBI, the Board of Directors of the Company have formulated a Board Evaluation Policy which lays down the manner of evaluation of the Board as a whole, its committees and the individual Directors.

The Board of Directors on the recommendation of the Nomination and Remuneration Committee has carried out an annual evaluation of its own performance, Board Committees and Individual Directors pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The performance evaluation of the Directors was carried out by the entire Board, other than the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors were carried out by the Independent Directors. The Directors expressed their satisfaction over the evaluation process.

The Evaluation process covers a structured questionnaire for evaluation by Board members and the evaluation mechanism with definite parameters has been explicitly described in the Corporate Governance Report. The process of evaluation has been detailed below:

Evaluation Structure

Feedback for each of the evaluations was sought by way of internal structured questionnaires with the Directors and the Committee for accessing the questionnaires and submitting their feedback/comments. The questionnaires for performance evaluation 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 and 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 how to make the Board more effective 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 apprised 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 Board's functioning. The overall assessment of the Board was that it was functioning as a cohesive body including the Committees of the Board. They were functioning well with periodic reporting by the Committees to the Board on the work done and progress made during the reporting period. The Board also noted that the actions identified in the past questionnaires-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, 2024:

(i) in the preparation of the Annual Accounts for the year ended 31st March, 2024, the applicable accounting standards have been followed and there are no material departures from the same;

(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 state of affairs of the Company as on 31st March, 2024 and of the profit of the Company for the year ended on that day;

(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, 2024 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, 2024.

(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, 2024.

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 any kind of 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. 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 Risk Management Committee to monitor the existing risks as well as to formulate strategies towards identifying new and emergent risks. The Risk Management Committee identifies the key risks for the Company, develops and implements the risk mitigation plan, reviews and monitors the risks and corresponding mitigation plans on a regular basis and prioritizes the risks, if required, depending upon the effect on the business/reputation. The Company has also formulated and implemented a Risk Management Policy which is approved by the Board of Directors in accordance with 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.

INTERNAL FINANCIAL CONTROLS

According to Section 134(5)(e) of the Act and Regulation 17(8) of Listing Regulations in terms of internal control over financial reporting, 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 Company's policies, the safeguarding of its assets, the prevention and early detection of frauds and errors, the accuracy and completeness of the accounting records and the 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 financial and operational controls and the Board is responsible for ensuring that IFC are laid down in the Company and that such controls are adequate and operating effectively.

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 Company's internal control systems are commensurate with the nature of its business and the 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 to prevent and detect fraud, errors and irregularities and overall minimizes the 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.

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 Company's key priorities. The details of the Committee along with its terms of reference has 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://tarsons.com/wp-content/uploads/7077/05/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 which 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 2023-24 has undertaken CSR by donation to Tata Medical Centre and consequently during the 202324, the Company has spent Rs.21.14 Million in cash and utilized Rs.1.25 Million from advance CSR under 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, 2024, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out in "Annexure-N" to this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

TARSONS PRODUCTS LIMITED- EMPLOYEE STOCK OPTION PLAN 2023

During the year under review, the Company has introduced and implemented 'Tarsons Products Limited- Employee Stock Option Plan 2023' ("ESOP 2023"/"Plan") on 14th July, 2023 through member's approval in the 40th Annual General Meeting to such eligible person(s) as designated by the Company. ESOP 2023 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"). During the FY under review, there has been no material changes in the ESOP 2023.

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 assessed at www.tarsons.com.

The Company has obtained certificate(s) from Secretarial Auditors confirming that the Plan has been implemented in accordance with the SEBI SBEB 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 arm's length and not material. All related party transactions that were approved by the Audit Committee were periodically reported to the Audit Committee and omnibus approval was obtained for the transactions which were planned and/or repetitive in nature as per the policy laid down.

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://tarsons.com/wp- content/uploads/2022/04/Related-Party-Transactions-Policy.pdf.

Further, the Company has not entered into any contracts/arrangements/transactions with related parties which are material in nature in accordance with the Related Party Transactions Policy of the Company nor any transaction has any potential conflict with the interest of the Company at large. Accordingly, the disclosure of Related Party Transactions as required in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 in Form AOC -2 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- IN" 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 Company's 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 of the Company, who sends a written request to the Company Secretary and Compliance Officer at i nvestor@ta rsons.com.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHNAGE 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, 2024 is provided below:

A. Conservation of Energy

AUDITORS & AUDIT REPORTS

Statutory Auditors and Auditor's 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 5 (five) 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 2028-29.

The Auditor's Report on the Audited Financial Statements of the Company for the year ended 31st March, 2024 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 Company's processes. The Internal Auditor reports directly to the Chairman of the Audit Committee.

M/s. Grant Thornton Bharat LLP (LLP Registration No. AAA-7677), were appointed as the Internal Auditors of the Company for the FY 2024-25 in the Board Meeting held on 30th May, 2024 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 30th May, 2024, had appointed M/s. Manisha Saraf & Associates, Practicing Company Secretaries (FRN No. S2019WB666200) as Secretarial Auditor of the Company for the FY 2024-25. 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 this Annual Report and also hosted on the website of the Company at https://tarsons.com/wp-content/uploads/7077/04/Whistle-Blower-Policypdf.

There was no instance of such reporting during the financial year ended 31st March, 2024.

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 31 st March, 2024 is available on the website of the Company at https://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+ (RWD)" and for short term bank facilities is "CARE A1+ (RWD)". Details of the same are clearly elaborated in the Corporate Governance Report forming part of this Annual Report.

CORPORATE GOVERNANCE

The Company's 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 Company gain and retain 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 Company's 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 Company's performance on ESG (Environment, Social and Governance) parameters for FY 2023-24, 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 www.tarsons.com.

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.

However, the dividend recommended by the Board is subject to the approval of the members of the Company at the ensuing AGM and as such the disclosure requirement as per the above provisions is not applicable to the Company.

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. Further, we have been certified as a Great Place to Work.

B. Industrial Relations

Industrial relations at all sites of the Company remained cordial.

C. No. of Employees:

Manpower employed as at 31st March, 2024 were 823.

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 Company's website at https://tarsons.com/wp-content/uploads/2022/06/ Policy-on-Prevention-of-Sexual-Harassment.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 2023-24, 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, 2024 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, 2024.

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 Company's operation in future.

4. During the financial year under review no disclosure or reporting is 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.

6. 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 Company's 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 Company's vendors, investors, business associates, Central/State Government and various departments and agencies for their support and co-operation.