Directors Report of Tarsons Products Ltd.

Mar 31, 2025

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

Particulars	Standalone		Consolidated
Particulars	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 yearâs figures have been regrouped/reclassified wherever necessary to correspond with the current yearâs
classification/disclosure.

STANDALONE PERFORMANCE

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

CONSOLIDATED PERFORMANCE

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

Tarsons is an Indian labware Company engaged in designing, developing, manufacturing and marketing of ''consumablesâ,
''reusablesâ and ''others including benchtop equipmentâ, 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.

Tarsonsâ 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 Companyâs 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 Companyâs 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 '' 2 per equity share having face value of '' 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 Companyâs 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 '' 2/- each
amounting to '' 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
'' 2/- each amounting to '' 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 '' 80 crore in revenue,
though the consolidated results reflected a loss of '' 10.68 crore for the year. Despite the financial setback, the international
subsidiaries played a pivotal role in expanding the Companyâs 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 Companyâs 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) NonÂ¬
Executive - 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 directorsâ 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 Companyâs 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
Tarsonsâ journey, including the IPO process, the post-listing period, the acquisition of the German entity, and the Companyâs
ongoing growth and expansion. Her strategic foresight, integrity, and thoughtful contributions significantly enriched Board
deliberations and helped shape the Companyâs 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 Directorsâ 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.

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 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 Companyâs 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 Companyâs 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 Companyâs 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:

	BOARD EVALUATION PROCESS
		*
*		*	*
NOMINATION AND REMUNERATION COMMITTEE		MEETING OF THE INDEPENDENT DIRECTORS	BOARD OF DIRECTORS

â¢ Evaluation of Individual Directors		â¢ Evaluation of NonÂ¬ independent Directors â¢ Evaluation of Board as a whole â¢ Evaluation of Chairman of the Company	â¢ Evaluation of Board as a whole â¢ Evaluation of all Directors â¢ Evaluation of Board Committees

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 Boardâs 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 âgoing 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 Companyâs 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 Companyâs 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 Companyâs
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 '' 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 2023â ("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 Companyâs 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

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 armâs 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 armâs 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- MIâ 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 Companyâs 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 [email protected].

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 equipmentâs
B.	Technology absorption
	i. Efforts made towards technology absorption	NIL
	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)- â¢ the details of technology imported â¢ the year of import â¢ whether the technology been fully absorbed â¢ 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 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 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 Auditorâs 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 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), 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 '' 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.

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 Companyâs 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 Companyâs 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 Companyâs 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 Companyâs 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 Company''s 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 Companyâs 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 Companyâs 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

Mar 31, 2024

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:

Particulars	('' in Millions) Standalone Consolidated¹
	2023-24	2022-23	2023-24
Revenue from Operations	2,773.10	2,832.48	2,963.94
Other Income	141.64	119.34	114.75
Total Income	2,914.74	2,951.82	3,078.69
Profit before Finance Cost, Depreciation, and Tax	1,176.03	1416.96	1,112.89
Finance Cost	99.48	44.67	101.18
Depreciation and amortization expense	382.84	285.09	404.03
Share of Profit/(Loss) of Subsidiary	-	-	-
Profit Before Tax (PBT)	693.71	1087.20	607.68
Current Tax	184.23	269.51	185.50
Deferred Tax	(2.99)	10.55	(4.22)
Net Profit After Tax (PAT)	512.47	807.14	426.40
Other Comprehensive Income (Items that will not be reclassified subsequently to Profit or Loss)	(1.33)	(12.41)	9.20
Total Comprehensive Income for the Year	511.14	794.73	435.60
Earnings per equity share (In '')
Basic earnings per share	9.63	15.17	8.01
Diluted earnings per share	9.63	15.17	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 COMPANYâS 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 '' 2 per equity share having face value of '' 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

50 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 '' 2/- each amounting

to '' 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 '' 2/- each amounting to '' 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:

Particulars of Issue	Shares Issued	Amount Raised	Deviation(s) or Variation(s) in the use of proceeds of issue, if any
IPO	22,65,861 equity shares of face value of '' 2/- (Rupees Two only) each by way of fresh issue through IPO of the Company.	'' 1,49,70,06,041/- (Rupees One Forty-Nine Crore Seventy Lakhs Six Thousand and Forty-One only through fresh issue.	There were no instances of deviation(s) or variation(s) in the utilization of proceeds as mentioned in the objects stated in the Prospectus, in respect of the IPO issue of the Company or the necessary approvals taken from the shareholders².

The proceeds of IPO were utilized for the objects as disclosed in the Prospectus. Details as on 31st March, 2024 are as follows:
Sl. No.	Name of the Object	Brief description of the object	Amount as proposed in Offer Document ('' in Millions)	Amount utilized ('' in Millions)	Total unutilized Amount ('' in Millions)
1.	Funding capital expenditure for the Proposed Expansion	To be utilized for the construction of New Plant at Panchla, West Bengal.	620.00	620.00	0
2.	Repayment/prepayment of certain borrowings of the Company	Utilized for the repayment of Loan Liabilities of Company.	785.40	785.40	0
3.	General corporate purposes	To be used for the General requirement of the Company.	20.47	20.47	0
4.	Offer related expenses in relation to the Fresh Issue	To be used to meet the expenses of the offer.	71.14	71.14	0
Total			1,497.01	1,497.01	0

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 ("SubsidiaryVTLSPL"), 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 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:

Sr. No	Name	Designation
1.	Mr. Sanjive Sehgal	Chairman & Managing Director
2.	Mr. Aryan Sehgal (formerly Mr. Rohan Sehgal)	Whole-Time Director
3.	Mr. Santosh Kumar Agarwal	Chief Financial Officer and Company Secretary & Compliance 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.

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.

COMPANYâS 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.

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 '' 21.14 Million in cash and utilized '' 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
	i.	Steps taken or impact on conservation of energy	Tarsons have implemented several measures to promote environmental sustainability and reduce its carbon footprint. These include yearly monitoring of fugitive air emissions, controlled business travel with a "traveling light" policy, procuring materials from local vendors to reduce imports, minimizing direct water consumption in manufacturing, promoting cloud storage and video conferencing to reduce travel, and encouraging digital skills in the workplace to reduce paper usage. These efforts reflect Tarsons'' commitment to environmentally responsible practices and help reduce overall GHG emissions.
	ii.	Steps taken for utilizing alternate sources of energy	Tarsons is committed to utilizing renewable energy and towards this end is planning to install the rooftop solar panels to power its factories, which will help in reducing our carbon footprint and ensuring reduction in global warming, decreasing the burning of limited fossil fuels, curbing CO2 emissions, preventing pollution and keeping a check on obtuse deforestation.
	iii.	Capital investment on energy conservation equipment''s	NIL

B.	Technology absorption
	i.	Efforts made towards technology absorption	NIL
	ii.	Benefits derived like product improvement, cost reduction, product development or import substitution
	iii.	In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- â¢ the details of technology imported â¢ the year of import â¢ whether the technology been fully absorbed â¢ 1 f 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)
	1.	Foreign Exchange Earnings by the Company	829.43
	2.	Foreign Exchange Expenditure by the Company	1,186.95

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 âAnnexure 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 âAnnexure - 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.

HUMAN RESOURCESA. 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.

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 '' 2914.74 Million as compared to the last year''s revenue of '' 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 '' 1034.39 Million as compared to '' 1297.62 Million for the previous year. The Company recorded a Profit after Tax (PAT) of '' 512.47 Million as

compared to '' 807.14 Million in 2022-23. The EPS on financials for the year ended on 31st March, 2024 was '' 9.63.

CONSOLIDATED PERFORMANCE

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

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

Mar 31, 2023

The Board of Directorsâ take pleasure in presenting the 40th Annual Report of the Tarsons Products Limited ("The Companyâ or "Tarsonsâ) on the business and operations of the Company, together with the Audited Financial Statements, prepared in compliance with Ind AS Accounting Standards, for the year ended 31st March, 2023.

FINANCIAL SUMMARY & PERFORMANCE HIGHLIGHTS

The Companyâs performance during the financial year under review as compared to the previous financial year is summarized below:

(Rs. in Million)
Particulars	2022-23	2021-22
Revenue from Operations	2,832.48	3,007.94
Profit before Finance Cost, Depreciation, Tax& Other Income	1,297.62	1,526.99
Finance Cost	44.67	42.16
Depreciation	285.09	219.61
Other Income	119.34	84.67
Share of Profit/(Loss) of Subsidiary	-	-
Profit Before Tax (PBT)	1087.20	1,349.89
Current Tax	269.51	332.48
Deferred Tax	10.55	10.77
Net Profit After Tax (PAT)	807.14	1,006.64
Other Comprehensive Income (Items that will not be reclassified subsequently to	(12.41)	2.06
Profit or Loss)
Total Comprehensive Income for the Year	794.73	1,008.70
Earnings per equity share (In INR)
Basic earnings per share	15.17	19.46
Diluted earnings per share	15.17	19.46

Note:

1. Figures in brackets represent deductions.

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

During the year under review, the revenue from operations and other income stood at '' 2,951.82 Million as compared to the last yearâs revenue of '' 3,092.61 Million. The earnings before interest, taxes, depreciation, and amortization (''EBITDAâ) for the year, excluding the effect of foreign exchange fluctuation loss/ (gain) and other income was '' 1297.62 Million as compared to '' 1526.99 Million for the previous year. The Company recorded a Profit after Tax (PAT) of '' 807.14 Million compared to '' 1006.64 Million in 2021-22, showcasing a de-growth of 19.82%. The EPS on financials for the year ended on 31st March, 2023 was '' 15.17.

The Audited Financial Statements for the Financial Year ended 31st March, 2023, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standard (hereinafter referred to as "Ind ASâ) prescribed under Section 133 of the Companies Act, 2013 (The ''Actâ) 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. More details on the financial statements of the Company along with various financial ratios are available in the Management Discussion & Analysis Report (''MDARâ) forming part of this Annual Report.

STATE OF COMPANY''S AFFAIR AND BUSINESS OVERVIEW

Tarsons is an Indian labware Company engaged in designing, developing, manufacturing and marketing of ''consumablesâ, ''reusablesâ and ''othersâ (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. 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.

Tarsonsâ 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 the 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 Companyâs 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 Companyâs affair and business overview are discussed in the MDAR forming part of this Annual Report.

DIVIDEND & APPROPRIATIONS

The Board of Directors of your Company, after considering various financial/non-financial parameters has decided that it would be prudent not to recommend any Dividend for the financial year ended 31st March, 2023.

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

TRANSFER TO RESERVES

The Directorsâ do not propose to transfer any amounts to the general reserves of the Company, instead have recommended to retain the entire of profits for the financial year ended 31st March, 2023 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, 2023 the Authorized Share Capital of the Company is 100,000,000 Equity Shares of '' 2/- each amounting to '' 200,000,000 (Rupees Two Hundred Million).

b) Issued, Subscribed and Paid-up Share Capital

As on 31st March, 2023 the Issued, Subscribed and Paid-Up Share Capital of the Company is 53,206,281 Equity Shares of '' 2/- each amounting to '' 106,412,562 (Rupees One Hundred Six Million Four Hundred Twelve Thousand Five Hundred 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:
Particulars of Issue		Shares Issued		Amount Raised			Deviation(s) or Variation(s) in the use of proceeds of issue, if any
IPO		22,65,861 equity shares of face value of '' 2/- (Rupees Two only) each by way of fresh issue through IPO of the Company.		'' 1,49,70,06,041/- (Rupees One Forty-Nine Crores Seventy Lakh Six Thousand and Forty-One only) through fresh issue.			There were no instances of deviation(s) or variation(s) in the utilization of proceeds as mentioned in the objects stated in the Prospectus, in respect of the IPO issue of the Company*.
*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, 2023 are as follows:
Sl. No.	Name of the Object		Brief description of the object		Original Amount proposed to be utilised as per the offer document ('' in Millions)	Revised Amount proposed to be utilized ('' in Millions)		Amount utilized ('' in Millions)	Total unutilized Amount ('' in Million)
1.	Funding capital expenditure for the Proposed Expansion		To be utilized for the construction of New Plant at Panchla, West Bengal.		620.00	620.00		256.35	363.65
2.	Repayment/prepayment of certain borrowings of the Company		Utilized for the repayment of Loan Liabilities of Company.		785.40	785.40		785.40	0.00
3.	General corporate purposes		To be used for the General requirement of the Company.		16.21	20.47		20.47	0.00
4.	Offer related expenses in relation to the Fresh Issue		To be used to meet the expenses of the offer.		74.73	71.14		71.14	0.00
Total					1496.34	1497.01		1133.36	363.65

i. The Company has made repayment of one of the installment of the borrowings which were proposed to be repaid out of the IPO proceeds amounting to '' 5.53 Million from own internal accruals before receipt of IPO proceeds. The Company has utilised this amount for repayment of other loan from the same lender after obtaining approval from the Audit Committee and Board of Directors of the Company.

ii. The Company has utilised (i) unspent offer related expenses amounting to '' 3.59 Million and (ii) amount received on lower subscription of Employee Reserved Shares amounting to '' 0.67 Million towards the General Corporate Purpose after taking approval from the Audit Committee and Board of Directors of the Company. Consequent to this the revised amount utilised towards General Corporate Purpose has increased from '' 16.21 Million to '' 20.47 Million.

The details of delay in implementation of the object(s) is mentioned hereunder as:

Object(s) Name	Particulars of activities	Completion Date		Delay (No. of days/ months)	Comments of the Board of Directors
		As per Offer Document	Actual/ Revised Estimate*		Reason of delay	Proposed Course of Action
Funding capital expenditure for the Proposed Expansion	Civil design and construction	31st January, 2023	31st July, 2023	6 months	Unforeseen delay in construction and delay in receiving the machineries/ moulds.	The construction should be completed within July 2023 and production should be started within January 2024
	Erection and precommissioning activities	31st July, 2023	31st January, 2024	6 months
	Commissioning commencement	01st August, 2023	31st January, 2024	6 months

*The Audit Committee and Board of Directors at their respective meetings held on 10th March, 2023 had approved the extension of time limit by six months for the completion of activities pertaining to objects as stated in the prospectus documents.

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

The Company had one subsidiary i.e., Inlabpro Pte. Limited, which was incorporated on 20th July, 2020 with paid-up capital of USD 1 divided into 1 equity shares, in Singapore. However, on account of COVID-19 pandemic and not being commercially viable, the Board of Directors passed a resolution on 14th June, 2021 to wind up the Subsidiary. Accordingly, an application for winding up was filed. However, subsidiary have been struck off on 6th June, 2022 under the laws of Singapore where it was incorporated and noted by the Board in its meeting held on 6th August, 2022.

During the financial year under review, Inlabpro Pte. Limited ceased to be a Subsidiary Company.

DIRECTORS'' AND KEY MANAGERIAL PERSONNEL DIRECTORS

The Board of the Company is comprised of eminent persons with proven competence and 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.

In the opinion of the Board, all the directors, as well as the directors re-appointed during the year possess the requisite qualifications, experience and expertize and hold high standards of integrity. 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

Reappointment of Directors

Mr. Sanjive Sehgal (DIN: 00787232)

Mr. Sanjive Sehgal (DIN: 00787232) was appointed as the Chairman & Managing Director of the Company for a period of 5 (Five) years commencing from 26th July, 2018. His current term is set to expire on 25th July, 2023. The Board of Directors of the Company at its meeting held on 27th May, 2023 and based on the recommendation of the NRC at its respective meeting held on 10th May, 2023, re-appointed Mr. Sanjive Sehgal (DIN: 00787232) as the Chairman & Managing Director of the Company for a period of 5 (Five) years commencing from 26th July, 2023 to 25th July, 2028, subject to approval of members at the ensuing 40th Annual General Meeting ("AGM").

Mr. Rohan Sehgal (DIN: 06963013)

Mr. Rohan Sehgal (DIN: 06963013) was appointed as the Whole-Time Director of the Company for a period of 5 (Five) years commencing from 26th July, 2018. His current term is set to expire on 25th July, 2023. The Board of Directors of the Company at its meeting held on 27th May, 2023 and based on the recommendation of the NRC at its respective meeting held on 10th May, 2023, re-appointed Mr. Rohan Sehgal (DIN: 06963013) as Whole-Time Director of the Company for a period of 5 (Five) years commencing from 26th July, 2023 to 25th July, 2028, subject to approval of members at the ensuing AGM.

Mr. Viresh Oberai (DIN: 00524892)

Mr. Viresh Oberai (DIN: 00524892) was appointed as an Independent Director of the Company for a period of 5 (Five) years commencing from 20th November, 2018. His current term is set to expire on 19th November, 2023. The Board of Directors of the Company at its meeting held on 27th May, 2023 and based on the recommendation of the NRC at its respective meeting held on 10th May, 2023 ("NRC"), have re-appointed Mr. Viresh Oberai (DIN: 00524892) as an Independent Director of the Company for a second term of 5 (Five) consecutive years commencing from 20th November, 2023 to 19th November, 2028, subject to approval of members at the ensuing AGM.

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. Rohan Sehgal, Whole-time Director, 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-appointment are provided in the Notice of AGM

KEY MANAGERIAL PERSONNEL

As on 31st March, 2023, 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:

Sr.

Name

Designation

Mr. Santosh Kumar Agarwal

Chief Financial Officer and Company Secretary & Compliance Officer

DECLARATION BY INDEPENDENT DIRECTORS

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 Companyâs 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 Personnelâs, Senior Management Personnelâs and other employees of the Company.

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

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/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 Companyâs financial performance. During the Financial Year 2022-23, 6 (six) 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 financial year 2022-23 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 has constituted 6 (six) Committees viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee and IPO Committee 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 Securities and Exchange Board of India ("SEBI"), vide its circular dated January 05, 2017, 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 on the recommendation of the Nomination and Remuneration Committee carried out an annual performance evaluation of the Board as a whole and directors individually (including Independent Directors). The Board also carried evaluation of the performance of its various Committees for the year under consideration. 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 SEBI 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.

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 of the Companies Act, 2013, the Directors of the Company, based on representation from the management and after due enquiry, confirm that:

(i) in the preparation of the Annual Accounts for the year ended 31st March, 2023, the applicable Indian 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 at 31st March, 2023 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, 2023 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, 2023.

(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, 2023.

RISK MANAGEMENT

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/2022/04/Risk-Manangement-Policy.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 Companyâs 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 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 Companyâs internal control systems are commensurate with the nature of its business, size and complexity of the operations. 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.

Necessary certification by the Statutory Auditors in relation to IFC under section 143(3)(i) of the Act forms part of the Audit 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 Companyâs 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/2022/05/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 has made an advance CSR expenditure amounting to '' 33.12 Million in the year 2020-21 by donating KN-95 mask with and without valve to Tata Medical Centre, Kolkata, Rabindranath Tagore International Institute of Cardiac Science (Narayana Hrudayalaya Limited) and in the Local area and Community directly. During the year 2022-23, the Company has utilized '' 18.55 Million from the advance 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, 2023, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out in "Annexure-I" to this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Act and the Listing Regulations, the Company has also formulated a Policy on dealing with Related Party Transactions (''RPTsâ) 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 RPT Policy of the Company nor any transaction has any potential conflict with the interest of the Company at large.

No transactions were carried out during the year which requires reporting in Form AOC - 2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

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- II" 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 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 Companyâs 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 [email protected].

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, 2023 is provided below:

A.	Conservation of Energy
		Steps taken or impact on conservation of energy
	ii.	Steps taken for utilizing alternate sources of energy	Nil
	iii.	Capital investment on energy conservation equipmentâs
B.	Technology absorption
		Efforts made towards technology absorption
	ii.	Benefits derived like product improvement, cost reduction, product development or import substitution
	iii.	In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- â¢ the details of technology imported â¢ the year of import â¢ whether the technology been fully absorbed â¢ If not fully absorbed, areas where absorption has not taken place, and the reasons thereof	Nil
	iv.	The expenditure incurred on Research and Development
C.	Foreign Exchange Earnings and Outgo ('' in Million)
	1.	Foreign Exchange Earnings by the Company	914.61
	2.	Foreign Exchange Expenditure by the Company (Value of Imports and Other Foreign Expenditure)	1139.17

AUDITORS & AUDIT REPORTS Statutory Auditors and Auditor''s Report

Members of the Company at their 35th Annual General Meeting held on 28th September, 2018, approved the appointment of Price Waterhouse Chartered Accountants LLP Chartered Accountants, (''PWCâ), having Firm Registration No. FRN012754N/ N500016, as the Statutory Auditors of the Company for a term of five consecutive years commencing from financial year ending 31st March, 2019 to hold office from the conclusion of 35th AGM till the conclusion of the 40th AGM of the Company to be held in the year 2023.

Considering their expertize and performance as Auditors of the Company during their present tenure, the Audit Committee of the Company, after due deliberation and discussion, recommended the re-appointment of PWC as statutory auditors of the Company for a second term of 5 (five) years to hold office from the conclusion of the 40th AGM to be held on 14th July, 2023 till the conclusion of the 45th AGM of the Company to be held in the financial year 2028-29. Further, the remuneration to be paid to Statutory Auditors for the financial year 2023-24 is '' 33 Lakhs plus out of pocket expenses and applicable taxes and the remuneration for the remaining tenure of their second term as Statutory Auditors shall be mutually agreed between the Board of Directors and PWC, from time to time.

The above proposal forms part of the Notice of the AGM for your approval.

The Auditorâs Report on the Audited Financial Statements of the Company for the year ended 31st March, 2023 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 Act.

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 Companyâs 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 year 2022-23 in the Board Meeting held on 27th May, 2022 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 27th May, 2022, had appointed M/s. Manisha Saraf & Associates, Practicing Company Secretaries (FRN S2019WB666200) as Secretarial Auditor of the Company for the financial year 2022-23. 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 III. There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report.

Cost Auditors and Cost Audit Report

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.

There was no instance of such reporting during the financial year ended 31st March, 2023.

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, 2023 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 any deposits from the public within the meaning of Sections 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 and therefore the disclosure pursuant to Rule 8(5)(v) & (vi) of Companies (Accounts) Rules, 2014, is not applicable to the Company.

CREDIT RATING

The credit rating of your Company for long term bank facilities is "CARE A ; Stable" 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 Companyâs 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 Companyâs 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 Companyâs performance on ESG (Environment, Social and Governance) parameters for the financial year 2022-23, forms an integral part of the Annual Report as set out in Annexure IV and the same is also available on the website of the Company at www.tarsons.com.

HUMAN RESOURCESA. 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, 2023 was 713.

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 Companyâs 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 these provisions.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS

During the Financial Year 2022-23, 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, 2023 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, 2023.

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 Companyâs operation in future.

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

Your Directorsâ place on record their sincere appreciation for the continued co-operation and support extended to the Company by various Banks, local authorities, customers, suppliers and business associates. Your Directorsâ also thank the Medical Profession, the Trade and Consumers for their patronage to the Companyâs products. Your Directorsâ also place on record sincere appreciation of the continued hard work put in by the employees at all levels, amidst the challenging time. The directors are thankful to the esteemed shareholders for their support and the confidence reposed in the Company and its management and also thank the Companyâs vendors, investors, business associates, Central/State Government and various departments and agencies for their support and co-operation.

Mar 31, 2022

Your Directors'' take pleasure in presenting the 39^th Annual Report of the Company, together with the audited financial statements (Standalone and Consolidated), prepared in compliance with Ind AS Accounting Standards, for the year ended 31st March, 2022. STATE OF COMPANY''S AFFAIR AND BUSINESS OVERVIEW

The Company (''Tarsons'') is an Indian labware Company engaged in designing, development, 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. 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. The Company supply products to life sciences industry under the brand label "TARSONS WITH THE WORDS -TRUST DELIVEREDâ¢â.

â¢ Strong customer proposition

â¢ Brand positioning for millennials

â¢ Vertically managed and scalable supply chain

â¢ Huge distribution network

â¢ Strong production capability and automation

â¢ Operational quality, a people-centric operating culture, and effective technology systems

â¢ Experienced and professional management team

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.

FINANCIAL SUMMARY & PERFORMANCE HIGHLIGHTS

The standalone and consolidated Financial Statements for the Financial Year ended 31st March, 2022, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standard (hereinafter referred to as "Ind ASâ) 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. The Company''s performance during the financial year under review as compared to the previous financial year is summarized below:

('' in millions)
Particulars	Standalone		Consolidated
	2021-22	2020-21	2021-22	2020-21
Revenue from Operations	3,007.94	2,289.11	3,007.94	2,289.11
Other Income	84.67	53.80	84.67	53.80
Total Income	3,092.61	2,342.91	3,092.61	2,342.91
Profit before Finance Cost, Depreciation, and Tax	1,611.66	1,088.18	1,611.66	1,088.18
Finance Cost	42.16	27.22	42.16	27.22
Depreciation	219.61	136.62	219.61	136.62
Share of Profit/(Loss) of Subsidiary	-	-	-	-
Profit Before Tax (PBT)	1,349.89	924.34	1,349.89	924.34
Current Tax	332.48	234.73	332.48	234.73
Deferred Tax	10.77	0.91	10.77	0.91
Net Profit After Tax (PAT)	1,006.64	688.70	1,006.64	688.70
Other Comprehensive Income (Items that will not be reclassified subsequently to Profit or Loss)	2.06	(1.02)	2.06	(1.02)
Total Comprehensive Income for the Year	1,008.70	687.68	1,008.70	687.68
Earnings per equity share
Basic earnings per share (in '')	19.46	13.43	19.46	13.43
Diluted earnings per share (in '')	19.46	13.43	19.46	13.43
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.

During the year under review, the revenue from operations and other income was '' 3092.61 million on standalone basis as compared to the last year''s revenue of '' 2342.91 million on standalone basis. The Company has achieved Profit Before Tax of '' 1349.89 million and Profit After Tax of '' 1006.64 million on standalone basis as on 31st March 2022 as against previous year''s Profit Before Tax of '' 924.34 million and Profit After Tax of '' 688.70 million on standalone basis. The Company achieved a total Comprehensive Income of '' 1008.70 million. The EPS on standalone financials for the year ended on 31st March, 2022, was '' 19.46.

More details on the financial statements of the Company along with various financial ratios are available in the Management Discussion & Analysis Report forming part of this report.

IMPACT OF COVID-19 PANDEMIC

In order to support people, battle the challenges posed by the pandemic, the Company launched several initiatives on multiple fronts for prevention and treatment of COVID-19 by leveraging its capabilities in continuous manufacturing and supplying of labware products.

Stringent measures have been put in to safeguard employees. Thermal scanning is done to check body temperature at all entry points. Hand sanitizers are placed at vantage points all across the Office and Factories. Disposable masks have been made available. As a part of the protocols in most of the areas inside the plant and factories area and all across the offices, employees need to wear masks wherever required.

The Company has continued to operate and provide services to its customers, without any significant disruptions during COVID-19 crisis. The Company has evaluated its liquidity position and of recoverability and carrying values of its assets and accordingly, at present the management does not see any medium to long term risks in the Company''s ability to continue as a going concern and meeting its liabilities as and when they fall due.

DIVIDEND & APPROPRIATIONS

The Board of Directors of your company, after considering holistically the relevant circumstances, has decided that it would be prudent, not to recommend any Dividend for the financial year ended 31st March, 2022.

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

TRANSFER TO RESERVES

The Directors'' do not propose to transfer any amounts to the general reserves of the Company, instead have recommended to retain the entire of profits for the financial year ended 31st March, 2022 in the profit and loss account.

CONVERSION FROM PRIVATE LIMITED TO PUBLIC LIMITED COMPANY

During the financial year ended 31st March, 2022, the Company has been converted from a Private Limited Company to Public Limited Company w.e.f. 14th June, 2021.

INITIAL PUBLIC OFFERING (IPO) AND LISTING

During the year, the Company made an Initial Public Offering ("IPOâ) of 15,465,861 equity shares of face value of '' 2 each of the Company for cash at a price of '' 662 per equity share (including a share premium of '' 660 per equity share) aggregating to '' 10,235.41 million, comprising of a fresh issue of 2,265,861 equity shares (including 49,081 equity shares issued to the employees at a price of '' 601) aggregating to '' 1,497.01 million and an offer for sale of 13,200,000 equity shares aggregating to '' 8,738.40 million comprising of 390,000 equity shares by Mr. Sanjive Sehgal aggregating to '' 258.18 million, 310,000 equity shares by Mr. Rohan Sehgal aggregating to '' 205.22 million, the Promoters of the Company and 12,500,000 equity shares aggregating to '' 8,275.00 million by Clear Vision Investment Holdings PTE. Limited, the Investor.

The issue opened on 15th November, 2021 and closed on 17th November, 2021. The issue was led by book running lead managers viz., ICICI Securities Limited, Edelweiss Financial Services Limited and SBI Capital Markets Limited.

The issue was subscribed 77.49 times, amid huge interest from institutional investors. The Company''s paid-up share capital consisting of 53,206,281 equity shares were listed and admitted for dealing on the National Stock Exchange of India Limited (''NSE'') and BSE Limited (''BSE'') with effect from 26th November, 2021, subject to fulfillment of lock-in conditions on certain shares.

SHARE CAPITAL

a) Authorized Share Capital

During the financial year under review, the Company at its Extra-Ordinary General Meeting held on 10th May, 2021 re-classified its Authorized Share Capital from '' 1,15,00,000/- (Rupees One Crore Fifteen Lakhs only) divided into 11,50,000 (Eleven Lakhs Fifty Thousand) equity shares of '' 10/- (Rupees Ten only) each to Rupees 20,00,00,000/- (Rupees Twenty Crores only) divided into 2,00,00,000 (Two Crores) Equity Shares of '' 10/- (Rupees Ten only) each and accordingly capital clause of Memorandum of Association was altered.

The Company in its Extra-Ordinary General Meeting held on 16th June, 2021 approved to subdivide the existing authorized share capital of the Company from '' 20,00,00,000 (Rupees Twenty Crores) consisting of 2,00,00,000 (Two Crores) equity shares of face value of '' 10/- (Rupees Ten only) each to '' 20,00,00,000 (Rupees Twenty Crores) consisting of 10,00,00,000 (Ten Crores) equity shares of face value of '' 2/- (Rupees Two only) each. Therefore, the cumulative number of issued, subscribed and paid-up Equity Shares, pursuant to sub-division was increased from 1,92,228 (One Lakh Ninety-Two Thousand Two Hundred Twenty-Eight) equity shares of ''10 (Rupees Ten only) each to 9,61,140 (Nine Lakhs Sixty-One Thousand One Hundred Forty) equity Shares of ''2 (Rupees Two only) each.

b) Issued, Subscribed and Paid-up Share Capital

During the financial year under review:

1) The Company in its Extra-Ordinary General Meeting held on 16th June, 2021 approved the bonus issue of 52 (Fifty-Two) equity shares of face value of '' 2/- (Rupees Two only) each for every one existing fully paid-up equity share of face value '' 2/- (Rupees Two only) each and accordingly 4,99,79,280 (Four Crores Ninety-Nine Lakhs Seventy-Nine Thousand Two Hundred and Eighty) bonus shares were issued and allotted. The Bonus shares were allotted in the Board meeting held on 26th June, 2021.

2) The Company issued and allotted 22,65,861 equity shares of face value of '' 2/- (Rupees Two only) each by way of fresh issue through IPO of the Company.

With the said allotment, Paid-up Share Capital of the Company has increased to '' 10,64,12,562/- (Rupees Ten Crores Sixty-Four Lakhs Twelve Thousand Five Hundred and Sixty-Two Only) divided into 53,206,281 (Five Crores Thirty-Two Lakhs Six Thousand Two Hundred and Eighty-One) equity shares of '' 2/- (Rupees Two Only) each as on 31st March, 2022.

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:

Particulars of Issue	Shares Issued	Amount Raised	Deviation(s) or Variation(s) in the use of proceeds of issue, if any
IPO	22,65,861 equity shares of face value of '' 2/- (Rupees Two only) each by way of fresh issue through IPO of the Company.	'' 1,49,70,06,041/- (Rupees One Forty-Nine Crores Seventy Lakhs Six Thousand and Forty-One only) through fresh issue.	There were no instances of deviation(s) or variation(s) in the utilization of proceeds as mentioned in the objects stated in the Prospectus in respect of the IPO issue of the Company.

The proceeds of IPO were utilized for the objects as disclosed in the Prospectus. Details as on 31st March, 2022 are as follows:
Sl. No.	Name of the Object	Brief description of the object	Amount as proposed in Offer Document ('' in millions)	Amount utilized ('' in millions)	Total unutilized Amount ('' in millions)
1.	Funding capital expenditure for the Proposed Expansion	To be utilized for the construction of New Plant at Panchla, West Bengal.	620.00	0.00	620.00
2.	Repayment/prepayment of certain borrowings of the Company	To be used for the repayment of Loan Liabilities of Company	785.40	779.87	5.53
3.	General corporate purposes	To be used for the General requirement of the Company.	16.21	0.18	16.03
4.	Offer related expenses in relation to the Fresh Issue	To be used to meet the expenses of the offer.	74.73	40.35	34.38
5.	Amount received on account of lower subscription of Employee Reserved Shares	To be added to General Corporate purposes.	0.67	0.00	0.67
Total			1497.01	820.40	676.61

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

The Company has one subsidiary i.e., Inlabpro Pte. Limited, which was incorporated on 20th July, 2020 with paid-up capital of USD 1 divided into 1 equity shares, in Singapore. However, on account of COVID-19 pandemic and not being commercially viable, the Board of Directors passed a resolution on 14th June, 2021 to wind up the Subsidiary. Accordingly, an application for winding up has been filed and the same is under process.

Inlabpro Pte. Limited has not been operational since its incorporation and hence, on account of it being wound-up, there will be no adverse impact on the Company.

The Company has prepared Consolidated Financial Statements in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 (''Ind AS''). The audited standalone and consolidated financial statements of the Company along with the financial statements of Subsidiary are also available on the website of the Company at www.tarsons.com. A statement containing salient features of the financial statements of the Subsidiary pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, is given in Form AOC-1 being marked as "Annexure-I" to this Report.

During the financial year under review, there were no Companies which has become/ceased to become a Joint Venture/Associate Company.

DIRECTORS'' & KEY MANAGERIAL PERSONNEL DIRECTORS

The Board of Directors holds fiduciary position and is entrusted with the responsibility to act in the best interests of the Company. The Board at its meetings deliberate and decide on strategic issues including review of policies, financial matters, discuss on business performance and other critical matters for the Company. Committees constituted by the Board focus on specific areas and take informed decisions within the framework of the delegated authority and responsibility and make specific recommendations to the Board on matters under its purview. Decisions and recommendations of the Committees are placed before the Board for consideration and approval as required.

Composition of Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Non-Independent Director and Non-Executive Independent Directors including Women Director in accordance with the provisions of Companies Act, 2013 and Regulation 17 of Listing Regulations. All the Directors have rich experience and specialized knowledge in sectors covering law, finance, accountancy and other relevant areas.

As on 31st March, 2022, the Board consisted of six directors comprising of three Non-Executive Independent Directors including a woman director, namely, Mr. Viresh Oberai (DIN: 00524892), Mr. Girish Paman Vanvari (DIN: 07376482) and Ms. Sucharita Basu De (DIN: 06921540), one Non-Executive Nominee Director, namely, Mr. Gaurav Pawan Kumar Podar (DIN: 08387951) and two Executive Directors, namely, Mr. Sanjive Sehgal (DIN: 00787232) and Mr. Rohan Sehgal (DIN: 06963013). The Chairman of the Company is an Executive Director. The profile of all the Directors can be accessed on the Company''s website at https://tarsons.com/directors-officers/.

None of the Directors of the Company have incurred any disqualification under Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014. All the Directors have confirmed that they are not debarred from accessing the capital market as well as from holding the office of Director pursuant to any order of Securities and Exchange Board of India or Ministry of Corporate Affairs or any other such regulatory authority. In the view of the Board, all the directors possess the requisite skills, expertise, integrity, competence, as well as experience considered to be vital for business growth.

The composition of Board of Directors and detailed analysis of various skills, qualifications and attributes as required and available with the Board has been presented in the Corporate Governance Report.

Mr. Girish Paman Vanvari (DIN: 07376482) and Ms. Sucharita Basu De (DIN: 06921540), has been appointed as Non-Executive Independent Directors of the Company for a consecutive term of five years w.e.f. 10th May, 2021 and their appointment was regularized and approved in the Extra Ordinary General Meeting held on 10th May, 2021. In the opinion of the Board, both the Directors are a person of integrity and possesses relevant experience and expertise.

Mr. Suresh Eshwara Prabhala (DIN: 02130163) and Mr. Ashok Kumar Duggar (DIN: 08186964), Non-Executive Directors of the Company, tendered resignation from the Board of the Company w.e.f. 26th July, 2021, due to personal reasons. The Board of Directors placed on record their sincere appreciation for the contributions made by both Mr. Suresh Eshwara Prabhala and Mr. Ashok Kumar Duggar during their tenure as Directors of the Company.

Pursuant to the provisions of Section 152(6) (d) of the Act read with Companies (Appointment and Qualification of Directors) Rules, 2014 and Articles of Association of the Company, Mr. Sanjive Sehgal (DIN: 00787232) will retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

Information regarding the directors seeking re-appointment as required by Regulation 36 of the Listing Regulations and Secretarial Standard-2 has been given in the notice convening the ensuing Annual General Meeting.

KEY MANAGERIAL PERSONNEL

Mr. Ravi Prakash Mundhra was appointed as the Company Secretary and Compliance Officer w.e.f. 10th May, 2021 and ceased to be the Company Secretary and Compliance Officer w.e.f. 26th July, 2021.

Mr. Piyush Khater was appointed as the Company Secretary and Compliance Officer w.e.f. 28th July, 2021 and ceased to be the Company Secretary and Compliance Officer w.e.f. 10th January, 2022.

Mr. Santosh Kumar Agarwal, who is serving as the Chief Financial Officer of the Company since 1st October, 2019, was appointed as the Company Secretary and Compliance Officer, w.e.f. 7th February, 2022.

DECLARATION BY INDEPENDENT DIRECTORS

There are three Independent Directors on the Board of the Company. The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149 (6) of the Act as well as Regulation 16 of the Listing Regulations.

The Independent Directors have also submitted a declaration confirming that they have registered their names in the databank of Independent Directors as being maintained by the Indian Institute of Corporate Affairs (IICA) in terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

None of the independent directors are aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The board of directors have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the same and in their opinion the Independent Directors fulfill the conditions specified in the Act and Listing Regulations and are independent of the management.

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 Act 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/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 Company''s financial performance. During the Financial Year 2021-22, fourteen (14) Board Meetings were held. The meetings were held in hybrid mode i.e., both physically and virtually in accordance with the applicable provisions of the Act. The details relating to Board Meetings and attendance of Directors in each board meeting held during the FY-2021-22 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 Act and the relevant rules made thereunder, Listing Regulations and the Articles of Association of the Company. The Board has constituted Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee and IPO Committee 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

The Board on the recommendation of the Nomination and Remuneration Committee carried out an annual performance evaluation of the Board as a whole and directors individually. The Board also carried evaluation of the performance of its various Committees for the year under consideration. 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.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, the Directors of the Company confirm that:

(i) in the preparation of the Annual Accounts for the year ended 31st March, 2022, the applicable accounting standards have been followed and there are no material departures from the same;

(ii) they have selected such accounti ng 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 at 31st March, 2022 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, 2022 have been prepared on a "going concernâ 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;

(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.

RISK MANAGEMENT

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.

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 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/2022/04/Risk-Manangement-Policy.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, 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''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors.

Necessary certification by the Statutory Auditors in relation to Internal Financial Control u/s 143(3)(i) of the Act forms part of the Audit 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 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/2022/05/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 has made an advance CSR expenditure amounting to '' 33.12 million in 2020-21 by donating KN-95 mask with and without valve to Tata Medical Centre, Kolkata, Rabindranath Tagore International Institute of Cardiac Science (Narayana Hrudayalaya Limited) and in the Local area and Community directly. During 2021-22, the Company has utilized '' 13.32 million from the advance 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, 2022, 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.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Act and the Listing Regulations, the Company has also 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.

No transactions were carried out during the year which requires reporting in Form AOC - 2 pursuant to Section 134 (3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

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 [email protected].

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, 2022 is provided below:

A.	Conservation of Energy
		Steps taken or impact on conservation of energy
	ii.	Steps taken for utilizing alternate sources of energy	Nil
	iii.	Capital investment on energy conservation equipment''s
B.	Technology absorption
		Efforts made towards technology absorption
	ii.	Benefits derived like product improvement, cost reduction, product development or import substitution
	iii.	In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- â¢ the details of technology imported â¢ the year of import â¢ whether the technology been fully absorbed â¢ If not fully absorbed, areas where absorption has not taken place, and the reasons thereof	Nil
	iv.	The expenditure incurred on Research and Development
C.	Foreign Exchange Earnings and Outgo ('' in million)
	1.	Foreign Exchange Earnings by the Company	992.92
	2.	Foreign Exchange Expenditure by the Company	1316.31

AUDITORS & AUDIT REPORTS Statutory Auditors and Auditor''s Report

M/s. Price Waterhouse Chartered Accountants LLP (FRN012754N/N500016), Chartered Accountants, have been appointed as the Statutory Auditors of the Company for a term of five years from 2018-19 to 2022-23 at the 35th Annual General Meeting of the Company held on 28th September, 2018. The Auditors fulfill the eligibility and qualification norms as prescribed under the Act,

the Chartered Accountants Act, 1949 and rules and regulations issued thereunder. In addition, the auditors hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI), a prerequisite for issuing quarterly Limited Review reports.

The Auditor''s Report on the standalone and consolidated financial statements of the Company for the year ended 31st March, 2022 forms part of this Annual Report and there are no qualifications, reservation, adverse remark or disclaimer made by the statutory auditors in their report.

Internal Auditors

M/s. Grant Thornton Bharat LLP (LLP Registration No. AAA-7677), were appointed as the Internal Auditors of the Company for the FY-2021-22 in the Board Meeting held on 26th June, 2021 in accordance with the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board at its meeting held on 26th June, 2021, had appointed M/s. Manisha Saraf & Associates, Practicing Company Secretaries (FRN No. S2019WB666200) as Secretarial Auditor of the Company for the FY-2021-22. The Secretarial Audit Report for the FY-2021-22 in form MR 3 is annexed to this report as "Annexure- IV".

There are no qualifications, reservations or adverse remark or disclaimer in the Secretarial Audit Report.

Pursuant to provisions of Regulation 24A of Listing Regulations, the Company has undertaken an audit for the FY- 2021-22 for all applicable compliances as per SEBI Rules, Regulations, Circulars, Notifications, Guidelines etc. issued thereunder. The Annual Secretarial Compliance Audit Report duly issued by Practicing Company Secretaries, M/s Manisha Saraf & Associates (FRN No. S2019WB666200) has been submitted to the Stock Exchanges within the prescribed time.

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.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, none of the auditors have reported any instances of fraud committed against the Company as required to be reported under Section 143 (12) of the Act.

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.

There was no instance of such reporting during the financial year ended 31st March, 2022.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) 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, 2022 is available on the website of the Company at https://tarsons.com/wp-content/uploads/2022/06/Annual-Return-for-FY-2021-22.pdf

DEPOSITS

During the year under review, the Company has not accepted any deposits from the public within the meaning of Sections 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. As the Company has not accepted any deposit during the financial year under review there is no non-compliance with the requirements of Chapter V of the Act.

CREDIT RATING

The credit rating of your Company for long term bank facilities is "CARE A ; Stableâ and for short term bank facilities is "CARE A1â. Details of the same are provided in the Corporate Governance Report.

CORPORATE GOVERNANCE

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) of Listing Regulations is provided in a separate section and forms an integral part of this report.

BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34(2) of Listing Regulations, the top 1000 listed companies are required to prepare a Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and the governance perspective. The Company has accordingly prepared a Business Responsibility Report as set out in âAnnexure-V" to this Report and the same is also available on the website of the Company at https://tarsons.com/wp-content/uploads/2022/06/Business-Responsibility-Report-for-FY-2021-22.pdf.

HUMAN RESOURCES

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. The Company had 556 permanent employees on its rolls as on 31st March, 2022.

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.

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 2021-22, the Company has complied with all the relevant provisions of the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

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, 2022 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, 2022.

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.

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 and no settlements were entered into with the bankers.

ACKNOWLEDGEMENT

Your Directors'' place on record their sincere appreciation for the continued co-operation and support extended to the Company by various Banks, local authorities, customers, suppliers and business associates. Your Directors'' also thank the Medical Profession, the Trade and Consumers for their patronage to the Company''s products. Your Directors'' also place on record sincere appreciation of the continued hard work put in by the employees at all levels, amidst the challenging time. The directors are thankful to the esteemed shareholders for their support and the confidence reposed in the Company and its management and also thank the Company''s 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 (Formerly known as Tarsons Products Private Limited)

Mr. Sanjive Sehgal Mr. Rohan Sehgal

Place : Kolkata Chairman & Managing Director Director

Date: 27th May, 2022 (DIN: 00787232) (DIN: 06963013)

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