ABRIDGED LETTER OF OFFER CONTAINING SALIENT FEATURES OF THE LETTER OF OFFER

FOR THE ELIGIBLE EQUITY SHAREHOLDERS OF TATA CONSUMERS PRODUCTS LIMITED (“THE COMPANY”) ONLY
This is an Abridged Letter of Offer containing salient features of the Letter of Offer dated July 23, 2024 (“Letter of Offer”), which is available
on the websites of the Registrar to the Issue, the Company, the Lead Managers and the stock exchanges where the Equity Shares of the
Company are listed, i.e., BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) and The Calcutta Stock Exchange
Limited (“CSE”, and together with BSE and NSE, the “Stock Exchanges”). You are encouraged to read greater details available in the Letter
of Offer. Capitalized terms not specifically defined herein shall have the same meaning as ascribed to them in the Letter of Offer.
THIS ABRIDGED LETTER OF OFFER CONTAINS 12 PAGES.
PLEASE ENSURE THAT YOU HAVE RECEIVED ALL THE PAGES
Our Company has made available on the Registrar’s website at www.linkintime.co.in and the Company’s website at www.tataconsumer.com, the Letter
of Offer, this Abridged Letter of Offer, along with the Rights Entitlement Letter and Application Form, to the Eligible Equity Shareholders. You may also
download the Letter of Offer from the websites of the Securities and Exchange Board of India (“SEBI”), the Stock Exchanges and the Lead Managers
to the Issue, i.e., Kotak Mahindra Capital Company Limited. Axis Capital Limited and HSBC Securities and Capital Markets India Private Limited,
at www.sebi.gov.in, www.bseindia.com, www.nseindia.com, www.cse-india.com and https://investmentbank.kotak.com, www.axiscapital.co.in and
https://www.business.hsbc.co.in/en-gb/regulations/hsbc-securities-and-capital-market, respectively. The Application Form is also available on the
respective websites of the Company, Lead Managers, Registrar and the Stock Exchanges.
CONSUMER PRODUCTS LIMITED
TATA CONSUMER PRODUCTS LIMITED
Registered Office: 1, Bishop Lefroy Road, Kolkata 700 020, West Bengal, India
Corporate Office: 11/13, Botawala building, 1st floor, Office #2-6 Horniman Circle Fort, Mumbai 400 001, Maharashtra, India
Tel: +91 22 6121 8400; Contact Person: Sivakumar Sivasankaran, Chief Financial Officer
E-mail: investor.relations@tataconsumer.com; Website: www.tataconsumer.com; CIN: L15491WB1962PLC031425

OUR PROMOTER: TATA SONS PRIVATE LIMITED

FOR PRIVATE CIRCULATION TO ELIGIBLE EQUITY SHAREHOLDERS OF TATA CONSUMERS PRODUCTS LIMITED
(THE “COMPANY” OR THE “ISSUER”) ONLY
ISSUE DETAILS
ISSUE OF UP TO 3,66,47,492* FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF ` 1 EACH OF OUR COMPANY
(THE “RIGHTS EQUITY SHARES”) FOR CASH AT A PRICE OF ` 818 PER RIGHTS EQUITY SHARE (INCLUDING A
PREMIUM OF ` 817 PER RIGHTS EQUITY SHARE) (“ISSUE PRICE”) AGGREGATING UP TO ` 2,997.77 CRORE* ON A
RIGHTS BASIS TO THE ELIGIBLE EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF 1 (one) RIGHTS
EQUITY SHARE FOR EVERY 26 (TWENTY - SIX) FULLY PAID-UP EQUITY SHARES HELD BY THE ELIGIBLE EQUITY
SHAREHOLDERS ON THE RECORD DATE, THAT IS ON SATURDAY, JULY 27, 2024 (“RECORD DATE”) (THE “ISSUE”).
FOR FURTHER DETAILS, SEE “TERMS OF THE ISSUE” BEGINNING ON PAGE 872 OF THE LETTER OF OFFER.
*Assuming full subscription in the Issue. Subject to finalisation of Basis of Allotment.
LISTING
The Equity Shares of our Company are listed on BSE Limited (“BSE”), National Stock Exchange of India Limited (“NSE”), and
Calcutta Stock Exchange Limited (“CSE”, and together with BSE and NSE, the “Stock Exchanges”). Our Company has received
“in-principle” approvals from NSE, BSE and CSE for listing the Rights Equity Shares through their letters dated July 12, 2024,
July 12, 2024 and July 15, 2024, respectively. Our Company will also make applications to NSE, BSE and CSE to obtain trading
approvals for the Rights Entitlements as required under the SEBI ICDR Master Circular. For the purposes of the Issue, the
Designated Stock Exchange is NSE.
ELIGIBILITY FOR THE ISSUE
Our Company is a listed company and has been incorporated under the Companies Act, 1956. Our Equity Shares are presently
listed on the Stock Exchanges. Our Company is eligible to offer Equity Shares pursuant to the Issue in terms of Chapter III
and other applicable provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended (“SEBI ICDR Regulations”). Further, our Company is undertaking the Issue in compliance
with Part B of Schedule VI of the SEBI ICDR Regulations. Further, our Company satisfies the conditions specified in Regulation
99 of the SEBI ICDR Regulations and accordingly, our Company is eligible to undertake the Issue by way of a ‘fast track issue’.
Minimum Subscription: The object of the Issue involves (i) repayment in full or buyback of the commercial papers issued/
refinanced by our Company for financing the acquisitions of Capital Foods Private Limited and Organic India Private Limited,
and (ii) general corporate purposes. Further, our Promoter has confirmed that they will (i) subscribe to the full extent of their
Rights Entitlements in the Issue, and they will not renounce their Rights Entitlements, except to the extent of renunciation
within the Promoter Group or for the purpose of complying with minimum public shareholding norms prescribed under the

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 CONSUMER PRODUCTS LIMITED

SCRR, and (ii) subscribe to the Rights Entitlements which may be renounced in their favour by any other member of the
Promoter Group, except to the extent of renunciation by the Promoter for the purpose of complying with minimum public
shareholding norms prescribed under the SCRR. Further, our Promoter confirmed that during the Issue Period, they intend to
(i) apply for and subscribe to additional Equity Shares, and (ii) subscribe to Equity Shares, if any, which remain unsubscribed in
the Issue. Our Promoter Group, to the extent that they hold Equity Shares in the Company, have confirmed to either (i) subscribe
to the full extent of their respective Rights Entitlements in the Issue, or (ii) renounce, any or all, of their Rights Entitlements in
the Issue in favour of our Promoter. Accordingly, in terms of the proviso to Regulation 86(1) of the SEBI ICDR Regulations, the
requirement of minimum subscription is not applicable to the Issue.
The acquisition of Rights Equity Shares by our Promoter and other members of our Promoter Group in this Issue shall be eligible
for exemption from open offer requirements in terms of Regulation 10(4)(a) and 10(4)(b) of the SEBI Takeover Regulations, and
the Issue shall not result in a change of control of the management of our Company in accordance with provisions of the SEBI
Takeover Regulations. Our Company is in compliance with Regulation 38 of the SEBI LODR Regulations and will continue to
comply with the minimum public shareholding requirements under applicable law, pursuant to this Issue.
Any participation by our Promoters and Promoter Group, over and above their Rights Entitlements, shall not result in a breach
of the minimum public shareholding requirements prescribed under applicable law.
INDICATIVE TIMETABLE
Last Date for credit of Finalisation of Basis of
Friday, August 2, 2024 Friday, August 23, 2024
Rights Entitlements Allotment (on or about)

Monday, August 5, 2024 Date of Allotment (on or

Isue Opening Date Monday, August 26, 2024
about)
Last Date for On Market Wednesday, August 28,
Renunciation of Rights Monday, August 12, 2024 Date of credit (on or about) 2024
Entitlements #

Issue Closing Date* Monday, August 19, 2024 Date of listing (on or about) Friday, August 30, 2024
Note: The above timetable is indicative in nature and does not constitute any obligation on the Company or the Lead Managers.
# Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is completed in such a manner
that the Rights Entitlements are credited to the demat account of the Renouncees on or prior to the Issue Closing Date.
* Our Board or the Capital Raising Committee will have the right to extend the Issue Period as it may determine from time to
time but not exceeding 30 days from the Issue Opening Date (inclusive of the Issue Opening Date). Further, no withdrawal of
Application shall be permitted by any Applicant after the Issue Closing Date.
NOTICE TO INVESTORS
The distribution of the Letter of Offer, the Abridged Letter of Offer, Application Form and Rights Entitlement Letter and any
other offering material (collectively, the “Issue Materials”) and issue of Rights Entitlement as well as Rights Equity Shares to
persons in certain jurisdictions outside India may be restricted by legal requirements prevailing in those jurisdictions. Persons
into whose possession the Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter or Application Form may
come or who receive Rights Entitlement and propose to renounce or apply for Rights Equity Shares in the Issue are required to
inform themselves about and observe such restrictions. For more details, see “Restrictions on Purchases and Resales” beginning
on page 897.
Pursuant to the requirements of the SEBI ICDR Regulations and other applicable laws, the Rights Entitlements will be credited
to the demat account of the Eligible Equity Shareholders who are Equity Shareholders as on the Record Date, however, the
Issue Materials will be sent/ dispatched only to such Eligible Equity Shareholders who have provided an Indian address to our
Company and only such Eligible Equity Shareholders are permitted to participate in the Issue. In case such Eligible Equity
Shareholders have provided their valid e-mail address to our Company, the Issue Materials will be sent only to their valid e-mail
address and in case such Eligible Equity Shareholders have not provided their valid e-mail address, then the Issue Materials will
be physically dispatched, on a reasonable effort basis, to the Indian addresses provided by them. Those overseas Eligible Equity
Shareholders who do not update our records with their Indian address or the address of their duly authorised representative in
India, prior to the date on which we propose to dispatch the Issue Materials, shall not be sent any of the Issue Materials.
The credit of Rights Entitlement does not constitute an offer, invitation to offer or solicitation for participation in the Issue,
whether directly or indirectly, and only dispatch of the Issue Material shall constitute an offer, invitation or solicitation for
participation in the Issue in accordance with the terms of the Issue Material. Further, receipt of the Issue Materials (including
by way of electronic means) will not constitute an offer, invitation to or solicitation by anyone in (i) the United States or (ii) any
jurisdiction or in any circumstances in which such an offer, invitation or solicitation is unlawful or not authorized or to any
person to whom it is unlawful to make such an offer, invitation or solicitation. In those circumstances, the Letter of Offer and
any other Issue Materials must be treated as sent for information only and should not be acted upon for subscription to Rights
Equity Shares and should not be copied or re-distributed, in part or full. Accordingly, persons receiving a copy of the Issue
Materials should not distribute or send the Issue Materials in or into any jurisdiction where to do so, would or might contravene
local securities laws or regulations, or would subject our Company or its affiliates or the Lead Managers or their affiliates to any

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 CONSUMER PRODUCTS LIMITED

filing or registration requirement (other than in India). If Issue Material is received by any person in any such jurisdiction or the
United States, they must not seek to subscribe to the Rights Equity Shares. For more details, see “Restrictions on Purchases and
Resales” beginning on page 897.
Investors can also access the Letter of Offer, the Abridged Letter of Offer and the Application Form from the websites of our
Company, the Registrar, the Lead Managers and the Stock Exchanges.
Our Company, the Lead Managers, and the Registrar will not be liable for non-dispatch of physical copies of Issue materials,
including the Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter and the Application Form, in the event
the Issue Materials have been sent on the registered email addresses of such Eligible Equity Shareholders available with the
Registrar in their records.
No action has been or will be taken to permit the Issue in any jurisdiction where action would be required for that purpose,
except that the Letter of Offer is being filed with SEBI and the Stock Exchanges. Accordingly, the Rights Equity Shares may not be
offered or sold, directly or indirectly, and the Issue Materials may not be distributed, in whole or in part, in (i) the United States,
or (ii) any jurisdiction other than India except in accordance with legal requirements applicable in such jurisdiction.
Any person who purchases or renounces the Rights Entitlements or makes an application to acquire the Rights Equity Shares
will be deemed to have declared, represented, warranted and agreed that such person is outside the United States and is eligible
to subscribe and authorized to purchase or sell the Rights Entitlements or acquire Rights Equity Shares in compliance with all
applicable laws and regulations prevailing in such person’s jurisdiction and India, without requirement for our Company or our
affiliates or the Lead Managers or their respective affiliates to make any filing or registration (other than in India). In addition,
each purchaser or seller of Rights Entitlements and the Rights Equity Shares will be deemed to make the representations,
warranties, acknowledgments and agreements set forth in the “Restrictions on Purchases and Resales” section beginning on page
897.
Our Company, in consultation with the Lead Managers and Registrar, reserves the right to treat as invalid any Application Form
which: (i) appears to our Company or its agents to have been executed in, electronically transmitted from or dispatched from
the United States or any other jurisdiction where the offer and sale of the Rights Equity Shares is not permitted under laws of
such jurisdictions; (ii) does not include the relevant certifications set out in the Application Form, including to the effect that the
person submitting the Application Form is outside the United States and such person is eligible to subscribe for the Rights Equity
Shares under applicable securities laws and is complying with laws of jurisdictions applicable to such person in connection with
this Issue; or (iii) where either a registered Indian address is not provided; or (iv) where our Company believes acceptance of
such Application Form may infringe applicable legal or regulatory requirements; and our Company shall not be bound to issue
or allot any Rights Equity Shares in respect of any such Application Form.
Neither the receipt of the Letter of Offer nor any sale of Rights Equity Shares hereunder, shall, under any circumstances, create
any implication that there has been no change in our Company’s affairs from the date hereof or the date of such information
or that the information contained herein is correct as at any time subsequent to the date of the Letter of Offer or the date of
such information. The contents of the Letter of Offer should not be construed as legal, tax, business, financial or investment
advice. Prospective investors may be subject to adverse foreign, state or local tax or legal consequences as a result of the offer of
Rights Equity Shares or Rights Entitlements. As a result, each investor should consult its own counsel, business advisor and tax
advisor as to the legal, business, tax and related matters concerning the offer of the Rights Equity Shares or Rights Entitlements.
In addition, neither our Company nor the Lead Managers or their affiliates are making any representation to any offeree or
purchaser of the Rights Equity Shares regarding the legality of an investment in the Rights Entitlements or the Rights Equity
Shares by such offeree or purchaser under any applicable laws or regulations.
Investors are advised to make their independent investigations and ensure that the number of Rights Equity Shares applied for
do not exceed the applicable limits under laws or regulations.
The Rights Entitlements and the Rights Equity Shares have not been approved or disapproved by any regulatory authority, nor
has any regulatory authority passed upon or endorsed the merits of the offering of the Rights Entitlements, the Rights Equity
Shares or the accuracy or adequacy of the Letter of Offer. Any representation to the contrary is a criminal offence in certain
jurisdictions.
The Issue Materials are supplied to you solely for your information and may not be reproduced, redistributed or passed on,
directly or indirectly, to any other person or published, in whole or in part, for any purpose.
NO OFFER IN THE UNITED STATES
THE RIGHTS ENTITLEMENTS AND THE RIGHTS EQUITY SHARES HAVE NOT BEEN, AND WILL NOT BE,
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”)
AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES
ACT AND APPLICABLE STATE SECURITIES LAWS. ACCORDINGLY, THE RIGHTS EQUITY SHARES ARE ONLY BEING
OFFERED AND SOLD OUTSIDE THE UNITED STATES IN “OFFSHORE TRANSACTIONS” AS DEFINED IN AND IN
RELIANCE ON REGULATION S UNDER THE U.S. SECURITIES ACT TO ELIGIBLE EQUITY SHAREHOLDERS LOCATED
IN JURISDICTIONS WHERE SUCH OFFER AND SALE IS PERMITTED UNDER THE LAWS OF SUCH JURISDICTIONS.
THE OFFERING TO WHICH THE LETTER OF OFFER RELATES IS NOT, AND UNDER NO CIRCUMSTANCES IS TO
BE CONSTRUED AS, AN OFFERING OF ANY RIGHTS ENTITLEMENTS OR RIGHTS EQUITY SHARES FOR SALE IN

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 CONSUMER PRODUCTS LIMITED

THE UNITED STATES OR AS A SOLICITATION THEREIN OF AN OFFER TO BUY ANY OF THE SAID SECURITIES.
ACCORDINGLY, YOU SHOULD NOT FORWARD OR TRANSMIT THE LETTER OF OFFER INTO THE UNITED STATES
AT ANY TIME.
Neither our Company, nor any person acting on behalf of our Company, will accept a subscription or renunciation from any
person, or the agent of any person, who appears to be, or who our Company, or any person acting on behalf of our Company,
has reason to believe is, in the United States when the buy order is made. No Application Form should be postmarked in the
United States or otherwise dispatched from the United States or any other jurisdiction where it would be illegal to make an offer
under the Letter of Offer or where any action would be required to be taken to permit the Issue. Our Company is undertaking
this Issue on a rights basis to the Eligible Equity Shareholders and will dispatch the Letter of Offer or the Abridged Letter of Offer
and Application Form only to Eligible Equity Shareholders who have provided an Indian address to our Company. Any person
who purchases or sells Rights Entitlements or makes an application for Rights Equity Shares will be deemed to have represented,
warranted and agreed, by accepting the delivery of the Letter of Offer, that it is not and that at the time of subscribing for the
Rights Equity Shares or the purchase or sale of Rights Entitlements, it will not be, in the United States and is authorized to
purchase or sell the Rights Entitlement and subscribe to the Rights Equity Shares in compliance with all applicable laws and
regulations.
The Rights Entitlements and the Rights Equity Shares have not been approved or disapproved by the U.S. Securities and Exchange
Commission, any U.S. federal or state securities commission or any other regulatory authority, nor have any of the foregoing
authorities passed upon or endorsed the merits of the offering of the Rights Entitlements, the Rights Equity Shares or the
accuracy or adequacy of the Letter of Offer. Any representation to the contrary is a criminal offence in the United States.
In making an investment decision, investors must rely on their own examination of our Company and the terms of the Issue,
including the merits and risks involved.
GENERAL RISKS
Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in the Issue
unless they can afford the risk of losing their investment. Investors are advised to read the risk factors carefully before taking
an investment decision in the Issue. For taking an investment decision, investors must rely on their own examination of our
Company and the Issue including the risks involved. The securities being offered in the Issue have not been recommended or
approved by the Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of the
Letter of Offer. Specific attention of investors is invited to the section “Risk Factors” beginning on page 16 of the Letter of Offer
and “Risk factors” beginning on page 8 of this Abridged Letter of Offer before making an investment in the Issue.
NAMES OF LEAD MANAGERS TO THE ISSUE AND CONTACT DETAILS
Kotak Mahindra Capital Company Axis Capital Limited HSBC Securities and Capital Markets India Private
Limited 1st Floor, Axis House Limited
1st Floor, 27 BKC, Plot No. 27, C-2 Wadia International Centre, 52/60, Mahatma Gandhi Road
G Block, Bandra Kurla Complex Bandra Pandurang Budhkar Marg Worli, Fort, Mumbai 400 001
(East), Mumbai 400 051 Maharashtra, Mumbai 400 025 Maharashtra, India Maharashtra, India
India Tel: +91 22 4325 2183 Tel: +91 22 6864 1289
Tel: +91 22 4336 0000 E-mail: tataconsumer.rights@axiscap.in E-mail: tcplrights@hsbc.co.in
E-mail: TCPL.rights@kotak.com Investor Grievance ID: complaints@ Website: https://www.business.hsbc.co.in/en-gb/
Investor Grievance ID: kmccredressal@ axiscap.in regulations/hsbc-securities-and-capital-market
kotak.com Website: www.axiscapital.co.in Investor grievance ID: investorgrievance@hsbc.co.in
Website: https://investmentbank.kotak. Contact Person: Pratik Pednekar Contact person: Rishi Tiwari, Sumant Sharma
com SEBI Registration No.: INM000012029 SEBI Registration No.: INM000010353
Contact Person: Ganesh Rane
SEBI Registration No.: INM000008704
Name of Registrar to the Issue and Link Intime India Private Limited
contact details C-101, 1st Floor, 247 Park
Lal Bahadur Shastri Marg, Vikhroli West,
Mumbai 400 083, Maharashtra, India
Tel: +91 81081 14949
E-mail: tcpl.rights2024@linkintime.co.in
Website: www.linkintime.co.in
Investor grievance ID: tcpl.rights2024@linkintime.co.in
Contact person: Shanti Gopalkrishnan
SEBI Registration No.: INR000004058
Name of Auditors Deloitte Haskins & Sells LLP

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 CONSUMER PRODUCTS LIMITED

Self-Certified Syndicate Banks The list of banks that have been notified by SEBI to act as the SCSBs for the ASBA process
(“SCSBs”) is provided on the website of SEBI at www.sebi.gov.in/sebiweb/other/OtherAction.
do?doRecognisedFpi=yes&intmId=34 and updated from time to time. For a list of
branches of the SCSBs named by the respective SCSBs to receive the ASBA Forms from
the Designated Intermediaries, please refer to the above-mentioned link.
Banker to the Issue Axis Bank Limited
Axis House, 6th Floor, C-2, Wadia International Centre Pandurang Budhkar Marg,
Worli,
Mumbai 400 025, Maharashtra, India;
Tel: +91 22 2425 3672
E-mail: vishal.lade@axisbank.com;
Website: www.axisbank.com
Contact Person: Vishal Lade;
SEBI Registration No.: INBI00000017
1. Primary Business of our Company
Our Company is a food and beverage company with a diversified product portfolio and are present in multiple geographies
globally. We classify our operations into branded business, non-branded business and businesses we conduct through our
joint ventures and associates. For further details, please see “Our Business - Overview” on page 95 of the Letter of Offer.
2. Summary of Objects of the Issue
The details of the Net Proceeds are summarized in the table below: (in ` crore)
Particulars Amount
Gross proceeds from the Issue * 2,997.77
Less: Estimated Issue related expenses** 20.49
Net Proceeds** 2,977.28
* Assuming full subscription in the Issue and subject to finalization of the Basis of Allotment.
** Estimated and subject to change for factors. See “Objects of the Issue - Estimated Issue Related Expenses” on page 59 of the
Letter of Offer
Requirement of Funds and Utilisation of Net Proceeds
The Net Proceeds are proposed to be used in accordance with the details set forth in the following table:
(in ` crore)
Particulars Estimated amount
(up to)**
Repayment in full or buyback of the commercial papers issued/refinanced by our Company for Up to 2,940
financing the acquisitions of the Acquired Companies
General corporate purposes* 37.28
Total Net Proceeds** 2,977.28
* Subject to finalisation of Basis of Allotment and Allotment. The amount utilised for general corporate purposes shall not exceed
25% of the Gross Proceeds.
** Assuming full subscription in the Issue and subject to finalisation of Basis of Allotment.
3. Means of Finance
The entire requirement of funds towards object of the Issue will be met from the Net Proceeds. Accordingly, we confirm
that there is no requirement for us to make firm arrangements of finance through verifiable means towards at least 75% of
the stated means of finance, excluding the amount to be raised through the Issue or through existing identifiable internal
accruals as required under Regulation 62(1)(c) of the SEBI ICDR Regulations.
4. Name of Monitoring Agency – CARE Ratings Limited
5. Shareholding Pattern
a) The shareholding pattern of our Company as on March 31, 2024, can be accessed on the website of BSE at https://www.
bseindia.com/stock-share-price/tata-consumer-products-ltd/tataconsum/500800/shareholding-pattern/, NSE at https://
www.nseindia.com/get-quotes/equity?symbol=TATACONSUM; and CSE at https://listingcompliance.cse-india.com/xbrl/
DisplayRegulations#;
b) The statement showing holding of Equity Shares of persons belonging to the category “Promoter and Promoter Group”
including the details of lock-in, pledge of and encumbrance thereon, as on March 31, 2024, can be accessed on the
website of BSE at https://www.bseindia.com/corporates/shpPromoterNGroup.aspx?scripcd=500800&qtrid=121.01&Qt

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 CONSUMER PRODUCTS LIMITED

rName=31-Mar-24, NSE at https://www.nseindia.com/get-quotes/equity?symbol=TATACONSUM; and CSE at https://

listingcompliance.cse-india.com/xbrl/DisplayRegulations#; and
c) The statement showing holding of securities (including Equity Shares, warrants, convertible securities) of persons belonging
to the category “Public” including Equity Shareholders holding more than 1% of the total number of Equity Shares as on
March 31, 2024, as well as details of shares which remain unclaimed for public can be accessed on the website of BSE at
https://www.bseindia.com/corporates/shpPublicShareholder.aspx?scripcd=500800&qtrid=121.01&QtrName=31-Mar-24,
NSE at https://www.nseindia.com/get-quotes/equity?symbol=TATACONSUM; and CSE at https://listingcompliance.cse-
india.com/xbrl/DisplayRegulations#.
For more details please refer to the section titled “Capital Structure” beginning on page 52 of the Letter of Offer.
6. Board of Directors
Sr. Name Designation Other Directorships
No.
1. Chandrasekaran Chairman and Indian Companies
Natarajan Non- Executive • Air India Limited
Director • Agratas Energy Storage Solutions Private Limited;
• B20 Global Institute Private Limited;
• Indian Foundation for Quality Management;
• Tata Consultancy Services Limited;
• Tata Chemicals Limited;
• Tata Digital Private Limited;
• Tata Electronics Private Limited;
• Tata Sons Private limited;
• Tata Steel Limited;
• Tata Motors Limited;
• TCS Foundation;
• The Indian Hotels Company Limited; and
• The Tata Power Company Limited.
Foreign Companies
• Jaguar Land Rover Automotive PLC; and
• Tata Limited
2. Sunil D’Souza Managing Director Indian Companies
and Chief Executive • Capital Foods Private Limited;
Officer • Organic India Private Limited;
• NourishCo Beverages Limited#;
• Tata Consumer Soulfull Private limited#; and
• Tata Starbucks Private Limited.
Foreign Companies
• Consolidated Coffee Inc.;
• Eight O’Clock Coffee Company*;
• Eight O’Clock Holdings Inc.*;
• Tata Consumer Products Capital Limited; and
• Tata Consumer Products UK Group Limited
3. Ajit Sukumar Executive Director Indian Companies
Krishnakumar and Chief • Smart Building Development & Estate Management Private limited;
Operating Officer • Tata Coffee Limited (erstwhile TCPL Beverages & Foods Limited);
and
• Tata SmartFoodz Limited#.
Foreign Companies
Nil
4. Pathamadai Non-Executive Indian Companies
Balachandran (Non-Independent) • Agratas Energy Storage Solutions Private Limited;
Balaji Director • Tata Motors Finance Limited (formerly known as Tata Motors
Finance Solutions Limited);
• Tata Motors Passenger Vehicles Limited (formerly known as TML
Business Analytics Services Limited);
• Tata Passenger Electric Mobility Limited;
• Tata Technologies Limited;
• TMF Business Services Limited (formerly known as Tata Motors
Finance Limited); and
• TMF Holdings Limited.

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 CONSUMER PRODUCTS LIMITED

Sr. Name Designation Other Directorships

No.
Foreign Companies
• Jaguar Land Rover Automotive PLC, UK.
5. Siraj Azmat Independent Indian Companies
Chaudhry Director • Air India (SATS) Airport Services Private Limited;
• Arboreal Bioinnovations Private Limited;
• Bikaji Foods International Limited;
• Carrier Airconditioning & Refrigeration Limited;
• Dhanuka Agritech Limited;
• Jubilant Ingrevia Limited;
• SATS (India) Company Private Limited; and
• Triveni Engineering and Industries Limited.
Foreign Companies
• Consolidated Coffee, Inc.;
• Eight O’Clock Holdings Inc.*;
• Eight O’Clock Coffee Company*; and
• Tata Coffee Vietnam Company Limited.
6. Bharat Tilakraj Independent Indian Companies
Puri Director • ICA Pidilite Private Limited;
• Nayanta Education Foundation;
• Pidilite Industries Limited;
• Shubharambh Foundation; and
• Tata Motors Limited.
Foreign Companies
Nil
7. Shikha Sharma Independent Indian Companies
Director • Dr. Reddy’s Laboratories Limited;
• Mahindra and Mahindra Limited;
• Mahindra Electric Automobile Limited;
• Piramal Enterprises Limited; and
• Tech Mahindra Limited.
Foreign Companies
Nil
8. K P Krishnan Independent Indian Companies
Director • ARSEC (India) Limited;
• Dr. Reddy’s Laboratories Limited;
• Helios Trustee Private Limited;
• Indian Institute for Human Settlement; and
• Shriram Capital Private Limited.
Foreign Companies
Nil
9. David Francis Independent Indian Companies
Crean Director Nil
Foreign Companies
• STRIDE Food R&D Consultancy Limited
For further details, see “Our Management” beginning on page 106 of the Letter of Offer.
* Our erstwhile step-down subsidiaries (i) Eight O’Clock Holdings, Inc.; and (ii) Eight O’Clock Coffee Company have merged into
Tata Consumer Products US, Inc. (erstwhile Tetley US Inc) a step-down subsidiary of our Company with effect from July 1, 2024.
# The Hon’ble National Company Law Tribunal, Kolkata Bench, by its order dated July 18, 2024, sanctioned the scheme of
amalgamation of our wholly owned subsidiaries, NourishCo Beverages Limited, Tata SmartFoodz Limited and Tata Consumer
Soulfull Private Limited with our Company. The scheme of amalgamation shall become effective on the effective date, being the
date on which the certified copies of the order dated July 18, 2024 are filed with the respective registrar of companies and all
conditions for bringing the scheme of amalgamation into effect are fulfilled.
7. Neither our Company nor our Promoters or any of our Directors have been or are identified as Wilful Defaulters or
Fraudulent Borrowers.
8. Consolidated financial statements
A summary of the financial information of our Company as at and for the Financial Year ended on March 31, 2024 and
March 31, 2023 .

Tata Consumer Products Limited 7

 CONSUMER PRODUCTS LIMITED

(in ` crore, except per share data)

Particulars As at and for the year ended As at and for the year ended
March 31, 2024 March 31, 2023
Revenue from operations 15,205.85 13,783.16
Profit before Exceptional Items and Tax 2,022.76 1,634.11
Profit for the period/year 1,215.40 1,320.14
Equity share capital 95.28 92.90
Other equity 15,961.51 16,183.81
Net worth 15,204.58 15,656.42
Basic Earnings per Share (in `) 12.32 13.02
Diluted Earnings per Share (in `) 12.32 13.02
Return on Net Worth (%) 7.57 7.69
Net asset value per Equity Share (in `) 168.52 175.20
EBITDA 2,323.43 1,873.92
For further details, see “Other Financial Information” beginning on page 830 of the Letter of Offer.
9. Internal Risk Factors
The below mentioned are top 5 risk factors as per the Letter of Offer:
1. Our operations are dependent on the supply of large amounts of raw materials, including agricultural commodities,
such as tea, coffee, among others. Commodity prices are impacted by global trends, geopolitical events, speculative
trading, government policies and supply chain issues which could impact our inability to grow or procure adequate
amounts of good quality raw material required for our operations, at competitive prices, may have an adverse effect on
our business, results of operations and financial condition.
2. We have a diverse portfolio of food and beverage products and any inability to integrate and manage our diversified
operations may have an adverse effect on our business, results of operations and financial condition
3. Any actual or alleged non-compliance with, and changes in, safety, health and environmental laws and other applicable
regulations, may adversely affect our business, results of operations and financial condition
4. An inability to fully and timely integrate the operations of, or leverage potential operating and cost efficiencies from,
recent mergers and acquisitions undertaken by us, as well as any proposed acquisitions, may not yield the resultant
benefits
5. Our Company and our Subsidiary, Organic India Private Limited have received notices from the Directorate of
Enforcement, Ministry of Finance, Government of India. Any adverse outcome may lead to future inquiries or escalate
to investigations, legal proceedings or any possible penalties.
For further details, see “Risk Factors” beginning on page 16 of the Letter of Offer.
10. Summary of Outstanding Litigations
A summary of outstanding legal proceedings involving our Company and our Subsidiaries as on the date of the Letter of
Offer is set forth in the table below :
Name of entity Proceedings Civil Tax Proceedings Matters Other pending Aggregate
involving proceedings proceedings before involving matters which, amount
issues of where the where the regulatory economic if they result involved
moral amount amount authorities offences in an adverse (` in crore)*
turpitude involved is involved is involving where outcome, would
or criminal equivalent equivalent material proceedings materially and
liability to or in to or in violations have been adversely affect
excess of the excess of the of statutory initiated the operations
Materiality Materiality regulations or the financial
Threshold Threshold position
Company
By our Company 3 Nil Nil Nil Nil Nil 10.80
Against our Company 3 Nil Nil Nil Nil 2 171.83
Subsidiaries
By our Subsidiaries 5 Nil Nil Nil Nil Nil 0.32
Against our Subsidiaries 1 Nil Nil Nil Nil 1 Not
quantifiable
*To the extent quantifiable
For further details, see “Outstanding Litigation and Defaults” beginning on page 857 of the Letter of Offer.

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 CONSUMER PRODUCTS LIMITED

11. Terms of the Issue

In accordance with Regulation 76 of the SEBI ICDR Regulations, the SEBI ICDR Master Circular and the ASBA Circulars,
all Investors desiring to make an Application in this Issue are mandatorily required to use the ASBA process. Investors
should carefully read the provisions applicable to such Applications before making their Application through ASBA
Terms of Payment
Total amount payable per Rights Equity
Due Date Face Value (₹) Premium (₹)
Share (including premium)(₹)
On Application (i.e., along with the Application Form) 1 817 818
Please note that our Company has opened a separate demat suspense escrow account (namely, “LIIPL TATA CONSUMER
RIGHTS 2024 ESCROW DEMAT ACCOUNT”) (“Demat Suspense Account”) and would credit Rights Entitlements on the
basis of the Equity Shares: (a) held by Eligible Equity Shareholders which are held in physical form as on Record Date; or (b)
which are held in the account of the Investor Education and Protection Fund (“IEPF”) authority; or (c) of the Eligible Equity
Shareholder whose demat accounts are frozen or where the Equity Shares are lying in the unclaimed / suspense escrow account
/ demat suspense account (including those pursuant to Regulation 39 of the SEBI LODR Regulations) or details of which are
unavailable with our Company or with the Registrar on the Record Date or where Equity Shares have been kept in abeyance or
where entitlement certificate has been issued or where instruction has been issued for stopping issue or transfer or where letter
of confirmation lying in escrow account; or (d) where credit of the Rights Entitlements have returned/reversed/failed for any
reason; or (e) where ownership is currently under dispute, including any court or regulatory proceedings or where legal notices
have been issued, if any or (f) such other cases where our Company is unable to credit Rights Entitlements for any other reasons
or (f) such other cases where our Company is unable to credit Rights Entitlements for any other reasons. Please also note that
our Company has credited Rights Entitlements to the Demat Suspense Account on the basis of information available with our
Company and to serve the interest of relevant Eligible Equity Shareholders to provide them with a reasonable opportunity to
participate in the Issue. The credit of the Rights Entitlements to the Demat Suspense Account by our Company does not create
any right in favour of the relevant Eligible Equity Shareholders for transfer of Rights Entitlement to their demat account or to
receive any Equity Shares in the Issue.
Please note that one single Application Form shall be used by Investors to make Applications for all Rights Entitlements available
in a particular demat account. In case of Investors who have provided details of demat account in accordance with the SEBI
ICDR Regulations, such Investors will have to apply for the Rights Equity Shares from the same demat account in which they
are holding the Rights Entitlements and in case of multiple demat accounts, the Investors are required to submit a separate
Application Form for each demat account.
Investors may apply for the Rights Equity Shares by submitting the Application Form to the Designated Branch of the SCSB or
online/electronic Application through the website of the SCSBs (if made available by such SCSB) for authorising such SCSB to
block Application Money payable on the Application in their respective ASBA Accounts.
Investors are also advised to ensure that the Application Form is correctly filled up stating therein that the ASBA Account in
which an amount equivalent to the amount payable on Application as stated in the Application Form will be blocked by the
SCSB.
Applicants should carefully fill-in their depository account details and PAN in the Application Form or while submitting
application through online/electronic Application through the website of the SCSBs (if made available by such SCSB).
Please note that incorrect depository account details or PAN or Application Forms without depository account details shall
be treated as incomplete and shall be rejected. For details, see “- Grounds for Technical Rejection” on page 880 of the Letter
of Offer. Our Company, the Lead Managers, the Registrar and the SCSBs shall not be liable for any incomplete or incorrect
demat details provided by the Applicants.
Additionally, in terms of Regulation 78 of the SEBI ICDR Regulations, Investors may choose to accept the offer to participate in
this Issue by making plain paper Applications. Please note that SCSBs shall accept such applications only if all details required
for making the application as per the SEBI ICDR Regulations are specified in the plain paper application and that Eligible Equity
Shareholders making an application in this Issue by way of plain paper applications shall not be permitted to renounce any
portion of their Rights Entitlements and should not utilize the Application Form for any purpose including renunciation even
if it is received subsequently. For details, see “Terms of Issue - Making of an Application by Eligible Equity Shareholders on Plain
Paper under ASBA process” on page 876 of the Letter of Offer.
Making an Application through the ASBA process
An Investor, wishing to participate in this Issue through the ASBA facility, is required to have an ASBA enabled bank
account with SCSBs, prior to making the Application. Investors desiring to make an Application in this Issue through
ASBA process, may submit the Application Form in physical mode to the Designated Branches of the SCSB or online/
electronic Application through the website of the SCSBs (if made available by such SCSB) for authorizing such SCSB to
block Application Money payable on the Application in their respective ASBA Accounts.
Investors should ensure that they have correctly submitted the Application Form and have provided an authorisation to the
SCSB, via the electronic mode, for blocking funds in the ASBA Account equivalent to the Application Money mentioned in the
Application Form, as the case may be, at the time of submission of the Application. In cases where Multiple Application Forms
are submitted for Applications pertaining to Rights Entitlements credited to the same demat account including cases where an
Investor submits Application Forms along with a plain paper Application, such Applications shall be liable to be rejected.

Tata Consumer Products Limited 9

 CONSUMER PRODUCTS LIMITED

For the list of banks which have been notified by SEBI to act as SCSBs for the ASBA process, please refer to www.sebi.gov.in/
sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34.
Please note that subject to SCSBs complying with the requirements of the SEBI circular bearing reference number CIR/CFD/
DIL/13/2012 dated September 25, 2012, within the periods stipulated therein, Applications may be submitted at the Designated
Branches of the SCSBs. Further, in terms of the SEBI circular bearing reference number CIR/CFD/DIL/1/2013 dated January 2,
2013, it is clarified that for making Applications by SCSBs on their own account using ASBA facility, each such SCSB should have
a separate account in its own name with any other SEBI registered SCSB(s). Such account shall be used solely for the purpose
of making an Application in this Issue and clear demarcated funds should be available in such account for such an Application.
The Lead Managers, our Company, their directors, their employees, affiliates, associates and their respective directors and
officers and the Registrar shall not take any responsibility for acts, mistakes, errors, omissions and commissions etc., in relation
to Applications accepted by SCSBs, Applications uploaded by SCSBs, Applications accepted but not uploaded by SCSBs or
Applications accepted and uploaded without blocking funds in the ASBA Accounts.
Making of an Application by Eligible Equity Shareholders on Plain Paper under ASBA process
An Eligible Equity Shareholder in India who is eligible to apply under the ASBA process may make an Application to subscribe
to this Issue on plain paper in terms of Regulation 78 of SEBI ICDR Regulations in case of non-receipt of Application Form
as detailed above. In such cases of non-receipt of the Application Form through physical delivery (where applicable) and the
Eligible Equity Shareholder not being in a position to obtain it from any other source may make an Application to subscribe to
this Issue on plain paper with the same details as per the Application Form that is available on the website of the Registrar, Stock
Exchanges or the Lead Managers. An Eligible Equity Shareholder shall submit the plain paper Application to the Designated
Branch of the SCSB for authorising such SCSB to block Application Money in the said bank account maintained with the same
SCSB. Applications on plain paper will not be accepted from any Eligible Equity Shareholder who has not provided an Indian
address.
Please note that in terms of Regulation 78 of SEBI ICDR Regulations, the Eligible Equity Shareholders who are making the
Application on plain paper shall not be entitled to renounce their Rights Entitlements and should not utilize the Application
Form for any purpose including renunciation even if it is received subsequently.
The Application on plain paper, duly signed by the Eligible Equity Shareholder including joint holders, in the same order and as
per specimen recorded with his/her bank, must reach the office of the Designated Branch of the SCSB before the Issue Closing
Date and should contain the following particulars:
1. Name of our Company, being Tata Consumer Products Limited;
2. Name and address of the Eligible Equity Shareholder including joint holders (in the same order and as per specimen
recorded with our Company or the Depository);
3. Folio number (in case of Eligible Equity Shareholders who hold Equity Shares in physical form as on Record Date)/DP and
Client ID;
4. Except for Applications on behalf of the Central or State Government, the residents of Sikkim and the officials appointed
by the courts, PAN of the Eligible Equity Shareholder and for each Eligible Equity Shareholder in case of joint names,
irrespective of the total value of the Equity Shares applied for pursuant to this Issue;
5. Number of Equity Shares held as on Record Date;
6. Allotment option – only dematerialised form;
7. Number of Rights Equity Shares entitled to;
8. Number of Rights Equity Shares applied for within the Rights Entitlements;
9. Number of Additional Rights Equity Shares applied for, if any (applicable only if entire Rights Entitlements have been
applied for);
10. Total number of Rights Equity Shares applied for;
11. Total Application amount paid at the rate of ₹818.00 per Rights Equity Share;
12. Details of the ASBA Account such as the SCSB account number, name, address and branch of the relevant SCSB;
13. In case of non-resident Eligible Equity Shareholders making an application with an Indian address, details of the NRE
/ FCNR/ NRO account such as the account number, name, address and branch of the SCSB with which the account is
maintained;
14. Authorisation to the Designated Branch of the SCSB to block an amount equivalent to the Application Money in the ASBA
Account;
15. Signature of the Eligible Equity Shareholder (in case of joint holders, to appear in the same sequence and order as they
appear in the records of the SCSB); and
16. All such Eligible Equity Shareholders shall be deemed to have made the representations, warranties and agreements set
forth in “Restrictions on Purchases and Resales - Representations, Warranties and Agreements by Purchasers” on page 897,
and shall include the following:
“I/ We understand that neither the Rights Entitlements nor the Rights Equity Shares have been, or will be, registered under the U.S.
Securities Act of 1933, as amended (the “U.S. Securities Act”), or any United States state securities laws, and may not be offered,
sold, resold or otherwise transferred within the United States or to the territories or possessions thereof (the “United States”), except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. I/ we
understand the Rights Equity Shares referred to in this application are being offered and sold in offshore transactions outside the

10 Tata Consumer Products Limited

 CONSUMER PRODUCTS LIMITED

United States in compliance with Regulation S under the U.S. Securities Act (“Regulation S”) to Eligible Equity Shareholders located
in jurisdictions where such offer and sale of the Rights Equity Shares is permitted under laws of such jurisdictions. I/ we understand
that the Issue is not, and under no circumstances is to be construed as, an offering of any Rights Equity Shares or Rights Entitlements
for sale in the United States, or as a solicitation therein of an offer to buy any of the said Rights Equity Shares or Rights Entitlements
in the United States. I/ we confirm that I am/ we are (a) not in the United States and eligible to subscribe for the Rights Equity Shares
under applicable securities laws, (b) complying with laws of jurisdictions applicable to such person in connection with the Issue, and
(c) understand that neither the Company, nor the Registrar, the Lead Managers or any other person acting on behalf of the Company
will accept subscriptions from any person, or the agent of any person, who appears to be, or who the Company, the Registrar, the Lead
Managers or any other person acting on behalf of the Company have reason to believe is in the United States or is outside of India
and ineligible to participate in this Issue under the securities laws of their jurisdiction.
I/ We will not offer, sell or otherwise transfer any of the Rights Equity Shares which may be acquired by us in any jurisdiction or
under any circumstances in which such offer or sale is not authorized or to any person to whom it is unlawful to make such offer,
sale or invitation. I/ We satisfy, and each account for which I/ we are acting satisfies, (a) all suitability standards for investors in
investments of the type subscribed for herein imposed by the jurisdiction of my/our residence, and (b) is eligible to subscribe and
is subscribing for the Rights Equity Shares and Rights Entitlements in compliance with applicable securities and other laws of our
jurisdiction of residence.
I/we hereby make the representations, warranties, acknowledgments and agreements set forth in the section of the Letter of Offer
titled “Restrictions on Purchases and Resales” on page 897.
I/ We understand and agree that the Rights Entitlements and Rights Equity Shares may not be reoffered, resold, pledged or otherwise
transferred except in an offshore transaction in compliance with Regulation S, or otherwise pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the U.S. Securities Act.
I/ We acknowledge that the Company, the Lead Managers, their affiliates and others will rely upon the truth and accuracy of the
foregoing representations and agreements.”
Rights Entitlement Ratio: The Equity Shares are being offered on a rights basis to existing Eligible Equity Shareholders in the
ratio of 1 Rights Equity Share for every 26 Equity Shares held as on the Record Date.
Fractional Entitlement: The Rights Equity Shares are being offered on a rights basis to Eligible Equity Shareholders in the
ratio of 1 (One) Equity Share for every 26 (Twenty-six) Equity Shares held on the Record Date. For Equity Shares being offered
on a rights basis under this Issue, if the shareholding of any of the Eligible Equity Shareholders is less than 26 (Twenty-six)
Equity Shares or not in the multiple of 26, the fractional entitlement of such Eligible Equity Shareholders shall be ignored in
the computation of the Rights Entitlement. However, the Eligible Equity Shareholders whose fractional entitlements are being
ignored, will be given preferential consideration for the allotment of one additional Equity Share each if they apply for additional
Equity Shares over and above their Rights Entitlement, if any.
Further, the Eligible Equity Shareholders holding less than 26 (Twenty-six) Equity Shares as on Record Date shall have ‘zero’
entitlement in the Issue. Such Eligible Equity Shareholders are entitled to apply for additional Equity Shares and will be given
preference in the allotment of one additional Equity Share if, such Eligible Equity Shareholders apply for the additional Equity
Shares. However, they cannot renounce the same in favour of third parties and the application forms shall be non-negotiable.
Credit of Rights Entitlements in dematerialised account: In this regard, our Company has made necessary arrangements
with NSDL and CDSL for crediting of the Rights Entitlements to the demat accounts of the Eligible Equity Shareholders in a
dematerialized form. A separate ISIN for the Rights Entitlements has also been generated which is ISIN: INE192A20017. The
said ISIN shall remain frozen (for debit) until the Issue Opening Date. The said ISIN shall be suspended for transfer by the
Depositories post the Issue Closing Date.
Renunciation of Rights Entitlements: This Issue includes a right exercisable by Eligible Equity Shareholders to renounce the
Rights Entitlements credited to their respective demat account either in full or in part.
The renunciation from non-resident Eligible Equity Shareholder(s) to resident Indian(s) and vice versa shall be subject to
provisions of FEMA Rules and other circular, directions, or guidelines issued by RBI or the Ministry of Finance from time to
time. However, the facility of renunciation shall not be available to or operate in favour of an Eligible Equity Shareholders being
an erstwhile OCB unless the same is in compliance with the FEMA Rules and other circular, directions, or guidelines issued by
RBI or the Ministry of Finance from time to time.
The renunciation of Rights Entitlements credited in your demat account can be made either by sale of such Rights Entitlements,
using the secondary market platform of the Stock Exchanges or through an off-market transfer.
Application for Additional Rights Equity Shares: Investors are eligible to apply for Additional Rights Equity Shares over and
above their Rights Entitlements, provided that they are eligible to apply for Equity Shares under applicable law and they have
applied for all the Rights Equity Shares forming part of their Rights Entitlements without renouncing them in whole or in part.
Where the number of Additional Rights Equity Shares applied for exceeds the number available for Allotment, the Allotment
would be made as per the Basis of Allotment finalised in consultation with the Designated Stock Exchange. Applications for
Additional Rights Equity Shares shall be considered and Allotment shall be made in accordance with the SEBI ICDR Regulations
and in the manner as set out in the section entitled “- Basis of Allotment” on page 891 of the Letter of Offer.
Eligible Equity Shareholders who renounce their Rights Entitlements cannot apply for Additional Rights Equity Shares.
Non-resident Renouncees who are not Eligible Equity Shareholders cannot apply for Additional Rights Equity Shares unless
regulatory approvals are submitted. For details, see “Terms of the Issue - Allotment Advice or Refund / Unblocking of ASBA
Accounts” on page 891 of the Letter of Offer.

Tata Consumer Products Limited 11

 CONSUMER PRODUCTS LIMITED

Minimum Subscription: The object of the Issue involves (i) repayment in full or buyback of the commercial papers issued/
refinanced by our Company for financing the acquisitions of Capital Foods Private Limited and Organic India Private Limited,
and (ii) general corporate purposes. Further, our Promoter has confirmed that they will (i) subscribe to the full extent of their
Rights Entitlements in the Issue, and they will not renounce their Rights Entitlements, except to the extent of renunciation
within the Promoter Group or for the purpose of complying with minimum public shareholding norms prescribed under the
SCRR, and (ii) subscribe to the Rights Entitlements which may be renounced in their favour by any other member of the
Promoter Group, except to the extent of renunciation by the Promoter for the purpose of complying with minimum public
shareholding norms prescribed under the SCRR. Further, our Promoter confirmed that during the Issue Period, they intend to
(i) apply for and subscribe to additional Equity Shares, and (ii) subscribe to Equity Shares, if any, which remain unsubscribed in
the Issue. Our Promoter Group, to the extent that they hold Equity Shares in the Company, have confirmed to either (i) subscribe
to the full extent of their respective Rights Entitlements in the Issue, or (ii) renounce, any or all, of their Rights Entitlements in
the Issue in favour of our Promoter. Accordingly, in terms of the proviso to Regulation 86(1) of the SEBI ICDR Regulations, the
requirement of minimum subscription is not applicable to the Issue.
The acquisition of Rights Equity Shares by our Promoter and other members of our Promoter Group in this Issue shall be eligible
for exemption from open offer requirements in terms of Regulation 10(4)(a) and 10(4)(b) of the SEBI Takeover Regulations, and
the Issue shall not result in a change of control of the management of our Company in accordance with provisions of the SEBI
Takeover Regulations. Our Company is in compliance with Regulation 38 of the SEBI LODR Regulations and will continue to
comply with the minimum public shareholding requirements under applicable law, pursuant to this Issue.
12. Availability of offer document of the immediately preceding public issue or rights issue for inspection: Nil
13. Any other important information as per Lead Manager and the Issuer: Nil
DECLARATION BY THE COMPANY
We hereby certify that no statement made in the Letter of Offer contravenes any of the provisions of the Companies Act, the
SEBI Act, or the rules made thereunder or regulations issued thereunder, as the case may be. We further certify that all the legal
requirements connected with the Issue as also the regulations, guidelines, instructions, etc., issued by SEBI, Government of India
and any other competent authority in this behalf, have been duly complied with.
We further certify that all disclosures made in the Letter of Offer are true and correct.
SIGNED BY THE DIRECTORS AND CHIEF FINANCIAL OFFICER OF THE COMPANY
Name, Designation, Place and Date Signature
Chandrasekaran Natarajan, Chairman and Non- Executive Director
Sd/-
Mumbai, July 23, 2024
Sunil D’Souza, Managing Director and Chief Executive Officer
Sd/-
Mumbai, July 23, 2024
Ajit Sukumar Krishnakumar, Executive Director and Chief Operating Officers
Sd/-
Mljet, July 23, 2024
Pathamadai Balachandran Balaji, Non-Executive (Non-Independent) Director
Sd/-
Mumbai, July 23, 2024
Siraj Azmat Chaudhry, Independent Director
Sd/-
Lucknow, July 23, 2024
Bharat Tilakraj Puri, Independent Director
Sd/-
Mumbai, July 23, 2024
Shikha Sharma, Independent Director
Sd/-
Mumbai, July 23, 2024
K P Krishnan, Independent Director
Sd/-
New Delhi, July 23, 2024
David Francis Crean, Independent Director
Sd/-
London, July 23, 2024
Sivakumar Sivasankaran, Chief Financial Officer
Sd/-
Bengaluru, July 23, 2024

12 Tata Consumer Products Limited