Dear Members,
The Board of Directors ("Board") is delighted to present the 42nd Annual
Report on the business and operations of Tarsons Products Limited ("The
Company") along with the Audited Standalone and Consolidated Financial Statements,
prepared in accordance with Ind AS Accounting Standards, for the year ended 31st March,
2025.
FINANCIAL SUMMARY & PERFORMANCE HIGHLIGHTS
The Company's financial performance on Standalone and Consolidated basis for the
financial year ended 31st March, 2025 are summarized below:
(' in Millions)
Particulars |
Standalone |
Consolidated |
|
2024-25 |
2023-24 |
2024-25 |
2023-2024 |
| Revenue from Operations |
3,141.77 |
2,773.10 |
3,924.14 |
2,963.94 |
| Other Income |
240.06 |
141.64 |
159.60 |
114.75 |
| Total Income |
3,381.83 |
2,914.74 |
4,083.74 |
3,078.69 |
| Profit before Finance Cost, Depreciation, and Tax |
1,294.06 |
1,176.03 |
1,266.86 |
1,112.89 |
| Finance Cost |
175.24 |
99.48 |
193.86 |
101.18 |
| Depreciation and amortization expense |
540.11 |
382.84 |
624.99 |
404.03 |
| Share of Profit/(Loss) of Subsidiary |
- |
- |
- |
- |
| Profit Before Tax (PBT) |
578.71 |
693.71 |
448.01 |
607.68 |
| Current Tax |
144.78 |
184.23 |
148.57 |
185.50 |
| Deferred Tax |
6.62 |
(2.99) |
1.74 |
(4.22) |
| Net Profit After Tax (PAT) |
427.31 |
512.47 |
297.70 |
426.40 |
| Other Comprehensive Income (Items that will not be reclassified
subsequently to Profit or Loss) |
(1.18) |
(1.33) |
(17.80) |
9.20 |
| Total Comprehensive Income for the Year |
426.13 |
511.14 |
279.90 |
435.60 |
| Earnings per equity share (In ') |
|
|
|
|
| Basic earnings per share |
8.03 |
9.63 |
5.60 |
8.01 |
| Diluted earnings per share |
8.03 |
9.63 |
5.60 |
8.01 |
Note:
1. Figures in brackets represent deductions.
2. Previous year's figures have been regrouped/reclassified wherever necessary to
correspond with the current year's classification/disclosure.
STANDALONE PERFORMANCE
During the year under review, the revenue from operations and other income as on
standalone basis stood at Rs. 3,381.83 Million as compared to the last year's revenue of
Rs. 2,914.74 Million. The earnings before interest, taxes, depreciation, and amortization
('EBITDA') for the year, excluding the effect of foreign exchange fluctuation loss/ (gain)
and other income was Rs. 1,054 Million as compared to Rs. 1,034.39 Million for the
previous year. The Company recorded a Profit after Tax (PAT) of Rs. 427.31 Million as
compared to Rs. 512.47 Million in 2023-24. The EPS on financials for the year ended on
31st March, 2025 was Rs. 8.03.
CONSOLIDATED PERFORMANCE
During the year under review, the revenue from operations and other income as on
Consolidated basis stood at Rs. 4,083.74 Million. The earnings before interest, taxes,
depreciation, and amortization ('EBITDA') for the year, excluding the effect of foreign
exchange fluctuation loss/ (gain) and other income was Rs. 1,107.26 Million. The Company
recorded a Profit after Tax (PAT) of Rs. 297.70 Million. The EPS on financials for the
year ended on 31st March, 2025 was Rs. 5.60.
HIGHLIGHTS OF OPERATIONAL PERFORMANCE
The operational performance of the Company and its business units and wholly-owned
subsidiary and step-down subsidiary are detailed in the Management Discussion and Analysis
forming part of the Annual Report. The Audited Financial Statements for the Financial Year
ended 31st March, 2025, forming part of this Annual Report, have been prepared in
accordance with the Indian Accounting Standard (hereinafter referred to as "Ind
AS") prescribed under Section 133 of the Companies Act, 2013 and other recognized
accounting practices and policies to the extent applicable. Necessary disclosures with
regard to IndAS reporting have been made under the Notes to Financial Statements.
STATE OF COMPANY'S AFFAIR AND BUSINESS OVERVIEW
Tarsons is an Indian labware Company engaged in designing, developing, manufacturing
and marketing of 'consumables', 'reusables' and 'others including benchtop equipment',
used in various laboratories across research organizations, academia institutes,
pharmaceutical companies, CROs, diagnostic companies and hospitals. The Company is also
engaged in the manufacturing of wide range of quality labware products which helps
scientific discovery and improve healthcare. Tarsons currently operate through six
manufacturing facilities located in West Bengal and one upcoming plant in AMTA. The
Company cater to a diverse range of end customers across various sectors which include
research organizations, academic institutions, pharmaceutical companies, CROs, diagnostic
companies and hospitals and distribute the products to these end customers on a pan-India
basis through authorized distributors.
Tarsons' primary growth objective revolves around establishing itself as a leading
supplier of high-quality labware products in the international market, adhering to global
standards, focusing on expanding the new facilities and diligently working to establish a
robust and esteemed brand, TARSONS within the life science community. Considering the
revival in the industry and with the upcoming capacity expansion, the Company maintains a
positive outlook on the next phase of growth.
A key focus of the business is promoting and maintaining operational quality, a
people-centric culture and an effective technology system thereby, contributing to the
Company's 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 Company's affair and business overview are discussed
in the Management Discussion & Analysis Report forming part of this Annual Report.
DIVIDEND AND DIVIDEND DISTRIBUTION POLICY
In the interest of preserving capital for future opportunities and ensuring sustainable
growth, the Board of Directors of the Company has opted not to declare dividend for the
financial year ended 31st March, 2025. However, the Company declared Final Dividend in the
FY 2023-24 of Rs. 2 per equity share having face value of Rs. 2 each (i.e. @ 100% per
equity share).
As per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations"), the Company has formulated a Dividend
Distribution Policy taking into account the parameters prescribed in the said Regulations.
The Dividend Distribution Policy is available on the Company's website at
https://tarsons.com/wp-content/ uploads/2022/06/Dividend-Distribution-Policy.pdf.
CAPEX AND FUTURE PLANS
In FY 2025-26, the Company aims to build on the strong foundation laid in the previous
year by fully operationalizing its Panchla and Amta facilities. The Panchla plant, which
began partial operations in FY 2024-25, is expected to reach full capacity in the second
half of FY 2025-26. This will enable the Company to scale up production of cell culture
and bioprocess products, new segments with high growth potential, while also enhancing
automation and cost efficiency across existing product lines. Meanwhile, the Amta facility
is set to commence operations as an in-house radiation sterilization plant, as per the MoU
signed with the Board of Radiation and Isotope Technology. This will reduce reliance on
external vendors and improve product standardization. Additionally, Amta will serve as a
centralized fulfilment center, streamlining inventory and logistics.
Looking ahead, the Company plans to leverage its expanded infrastructure and the
strategic acquisition of Nerbe to deepen its presence in European markets. Continued
investment in automation, product innovation, and global outreach is expected to drive
revenue growth and margin expansion. With a projected annual revenue growth of 14.9% and a
significant improvement in profit margins, Tarsons is well-positioned to reinforce its
leadership in the life sciences sector and capture emerging opportunities in both domestic
and international markets.
TRANSFER TO RESERVES
The Board of your Company do not propose to transfer any amount to the general reserves
of the Company, instead have recommended to retain the entire profits for the financial
year ended 31st March, 2025 in the profit and loss account.
SHARE CAPITAL
a) Authorized Share Capital
During the year under review, there is no change in the Authorized, Issued, Subscribed
and Paid-up Share Capital of the Company.
As on 31st March, 2025, the Authorized Share Capital of the Company is 10,00,00,000
Equity Shares of Rs. 2/- each amounting to Rs. 20,00,00,000/- (Rupees Two Hundred Million
only).
b) Issued, Subscribed and Paid-up Share Capital
As on 31st March, 2025, the Issued, Subscribed and Paid-up Share Capital of the Company
is 5,32,06,281 Equity Shares of Rs. 2/- each amounting to Rs. 10,64,12,562/- (Rupees One
Hundred Six Million Four Hundred Twelve Thousand Five Hundred and Sixty-Two Only).
DETAILS OF SUBSIDIARY, JOINT VENTURES AND ASSOCIATES/CONSOLIDATED FINANCIAL STATEMENTS
The Company has a wholly-owned subsidiary in Singapore, Tarsons Life Science Pte. Ltd.,
and two step-down subsidiaries - Nerbe R&D GmbH and Nerbe Plus GmbH & Co. KG in
Germany. These strategic investments contributed Rs. 80 crore in revenue, though the
consolidated results reflected a loss of Rs. 10.68 crore for the year. Despite the
financial setback, the international subsidiaries played a pivotal role in expanding the
Company's 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 Company's subsidiary in e-Form No. AOC-1 is attached herewith as Annexure
- I.
There are no associates or joint venture companies within the meaning of Section 2(6)
of the Act.
The policy for determining material subsidiaries of the Company has been provided in
the following link: https://tarsons.com/
wp-content/uploads/2023/11/TPL-Policy-on-Material-Subsidiaries.pdf.
DIRECTORS' AND KEY MANAGERIAL PERSONNEL DIRECTORS
As on 31st March, 2025, the Company has six (6) Directors comprising of two (2)
Executive Directors and four (4) Non-Executive Directors out of which three (3) are
Independent Directors including one (1) Independent Woman Director and one (1)
NonExecutive - Nominee Director.
In the opinion of the Board, the Directors re-appointed during the year possess the
requisite qualifications, experience and expertise and hold high standards of integrity.
Besides the experience, strong financial acumen, strategic astuteness, and leadership
qualities, they have a significant degree of commitment towards the Company and devote
adequate time to the meetings and preparation. The details relating to the re-appointment
of Directors during the FY 2024-25 have been separately provided in the Corporate
Governance Report.
The policy of the Company on directors' appointment and remuneration, including the
criteria for determining qualifications, positive attributes, independence of a director
and other matters, as required under sub-section (3) of Section 178 of the Act, is
available on our website, at
https://tarsons.com/wp-content/uploads/2022/04/Nomination-and-Remuneration-Policy.pdf .
APPOINTMENT/RE-APPOINTMENT/CESSATION OF DIRECTORS APPOINTMENT
Mrs. Divya Sameer Momaya (DIN: 00365757) was appointed as an Additional Independent
Director of the Company by the Board of Directors through a resolution passed by
circulation on 24th May, 2025. Her term is for five (5) consecutive years, effective from
the date of appointment. The appointment as Independent Director was subsequently approved
by the members through a resolution passed via postal ballot dated 21st July, 2025.
Based on the recommendation of the Nomination and Remuneration Committee, the Board of
Directors through a resolution passed by circulation on 4th August, 2025 have appointed
Dr. Monjori Mitra (DIN: 02761691) as an Additional Director (Category: Independent
Director) of the Company w.e.f. 4th August, 2025, subject to approval by the shareholders
in the ensuing Annual General Meeting.
Pursuant to a letter received from Clear Vision Investment Holdings Pte Ltd, a
shareholder of the Company, and based on the recommendation of the Nomination and
Remuneration Committee, the Board of Directors, through a resolution passed by circulation
on 4th August 2025, has appointed Mr. Ramanathan Subramanian Arun Kumar (DIN: 09101691) as
an Additional Director in the capacity of Non-Executive Nominee Director, effective from
4th August 2025, subject to the approval of shareholders in the ensuing Annual General
Meeting. Further, as per the communication dated 4th August 2025 from Clear Vision
Investment Holdings Pte Ltd, Mr. Prabhala will cease to serve as a Nominee Director on the
Board. Accordingly, in exercise of its rights under Articles 12(iii) and 12(iv) of the
Company's Articles of Association, Clear Vision Investment Holdings Pte Ltd has nominated
Mr. Ramanathan Subramanian Arun Kumar (DIN: 09101691) to serve as its Nominee Director,
subject to shareholder approval at the ensuing Annual General Meeting.
Based on the recommendation of the Nomination and Remuneration Committee, the Board of
Directors through a resolution passed by circulation on 4th August, 2025 have appointed
Mr. Suresh Eshwara Prabhala (DIN: 02130163) as an Additional Director (Category:
Non-Executive Non-Independent Director) of the Company w.e.f. 4th August, 2025, subject to
approval by the shareholders in the ensuing Annual General Meeting.
RETIREMENT BY ROTATION
Pursuant to the provisions of Section 152(6)(d) of the Companies Act, 2013 read with
Companies (Appointment and Qualification of Directors) Rules, 2014 and Articles of
Association of the Company, Mr. Aryan Sehgal, Whole-Time Director (DIN: 06963013), shall
retire by rotation at the ensuing AGM and, being eligible, has offered himself for
re-appointment.
The necessary disclosures required under the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards-2 on
General Meetings, issued by the Institute of Company Secretaries of India, for the
above-mentioned re-appointments are provided in the 42nd Annual General Meeting Notice of
the Company.
CESSATION
Mrs. Sucharita Basu De (DIN: 06921540), Independent Director of the Company, has
tendered her resignation effective from 24th May, 2025, prior to the completion of her
first term ending on 9th May, 2026. The Board places on record her sincere appreciation
for her unwavering commitment, intellectual rigor, and invaluable guidance, especially
during critical phases of Tarsons' journey, including the IPO process, the post-listing
period, the acquisition of the German entity, and the Company's ongoing growth and
expansion. Her strategic foresight, integrity, and thoughtful contributions significantly
enriched Board deliberations and helped shape the Company's long-term direction and ethos
during her tenure.
Mr. Suresh Eshwara Prabhala (DIN: 02130163), who was appointed as a Non-Executive
Nominee Director of the Company at its 41st Annual General Meeting held on 27th September
2024, has tendered his resignation with effect from 4th August 2025. Pursuant to the
communication dated 4th August 2025 received from Clear Vision Investment Holdings Pte
Ltd, Mr. Prabhala shall cease to act as a Nominee Director on the Board of the Company.
KEY MANAGERIAL PERSONNEL
As of 31st March, 2025, the following persons have been designated as Key Managerial
Personnel ("KMP") of the Company pursuant to the provisions of Sections 2(51)
and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014:
Sr. No |
Name |
Designation |
| 1. |
Mr. Sanjive Sehgal |
Chairman & Managing Director |
| 2. |
Mr. Aryan Sehgal |
Whole-Time Director |
| 3. |
Mr. Santosh Kumar Agarwal |
Chief Financial Officer and Company Se ;cretary & Comp liance Officer |
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors, confirming
that they meet the criteria of independence as prescribed under Section 149(6) &
149(7) of the Companies Act, 2013, read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, and Regulation 16(1)(b) and 25(8) of the SEBI
Listing Regulations. These declarations affirm the Directors' continued eligibility and
commitment to uphold the principles of independence and governance in the functioning of
the Board.
In the opinion of the Board, all the Independent Directors fulfill the conditions
specified in the Act and Listing Regulations with regard to integrity, expertise,
experience and proficiency, and are independent of the management.
The Independent Directors have complied with the Code for Independent Directors
prescribed in Schedule IV to the Act, along with the Code of Conduct for Directors and
Senior Management Personnel formulated by the Company with the Listing Regulations.
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 Company's 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 Company's 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 Company's commitment to sound governance and
financial oversight.
PERFORMANCE EVALUATION OF THE BOARD, THE COMMITTEES AND THE INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Companies Act, 2013, Regulation 17(10) and other
applicable provisions of the Listing Regulations and in line with the Guidance Note on
Board Evaluation issued by SEBI, the Board of Directors of the Company has adopted a
structured Board Evaluation Policy which lays down the manner of evaluation of the Board
as a whole, its Committees and Individual Directors.
The Board of Directors, on the recommendation of the Nomination and Remuneration
Committee, has carried out an annual performance evaluation which covered the performance
of the Board, its Committees, and Individual Directors, including the Chairman. The
evaluation of each Director was carried out by the Board, excluding the Director being
evaluated. The performance evaluation of the Chairman and the Non-Independent Directors
was carried out by the Independent Directors in their separate meeting.
The Directors expressed their satisfaction with the evaluation process, affirming its
effectiveness in enhancing the overall performance and governance standards of the Board.
The evaluation process covers a structured questionnaire designed for evaluation by the
Board members and is explicitly described in the Corporate Governance Report. The process
is detailed below:
Evaluation Structure
Feedback for each of the evaluations was sought by way of internal structured
questionnaires with the Directors and the Committee members to access the questionnaires
and submit their feedback/comments, which are in alignment with the Guidance Note on Board
evaluation issued by the Securities and Exchange Board of India ("SEBI"), vide
its circular dated 5th January , 2017 and cover various attributes/functioning of the
Board such as adequacy of the composition of the Board and its Committees, Board culture,
execution of responsibilities and overall performance of specific duties, etc., based on
the criteria approved by the NRC. The Members were also able to give qualitative feedback
and comments apart from the standard questionnaires.
The Board Evaluation discussion was focused on effectiveness as a collective body in
the context of the business and the external environment in which the Company functions.
From time to time during the year, the Board was apprized of relevant business issues and
related opportunities and risks. The Board discussed various aspects of its functioning
and that of its committees such as structure, composition, meetings, functions and
interaction with management and what needs to be done to further augment the effectiveness
of the Board's functioning.
The overall assessment concluded that the Board and its Committees are functioning
cohesively and effectively. Periodic reporting by the Committees to the Board was found on
the work done and progress made during the reporting period. The Board also noted that the
actions identified in the past questionnaire-based evaluations had been acted upon.
Results of Evaluation
The outcome of the evaluations was presented to the Board, the NRC and the Independent
Directors at their respective meetings for assessment and development of plans/suggestive
measures for addressing action points that arise from the outcome of the evaluation. The
Directors expressed their satisfaction on the parameters of evaluation, the implementation
and compliance of the evaluation exercise done and the results/outcome of the evaluation
process.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of the
Company, to the best of their knowledge and ability, confirm that for the financial year
ended 31st March, 2025:
(i) in the preparation of the annual accounts for the year ended 31st March, 2025, the
applicable Accounting Standards (AS) have been followed and there are no material
departures;
(ii) they have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company as on 31st March, 2025 and of the profit of the
Company for that period;
(iii) they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting frauds and other irregularities;
(iv) the annual accounts for the year ended 31st March, 2025 have been prepared on a
“going concern" basis;
(v) they have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively
throughout the financial year ended 31st March, 2025;
(vi) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively throughout
the financial year ended 31st March, 2025.
INTERNAL FINANCIAL CONTROLS
According to Section 134(5)(e) of the Act and Regulation 17(8) of the Listing
Regulations, the term Internal Financial Control (IFC) means the policies and procedures
adopted by the Company for ensuring the orderly and efficient conduct of its business,
including adherence to Company's 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 Company's 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
Company's strategic priorities. The details of the Committee along with its terms of
reference have been disclosed in detail in the Corporate Governance section of Annual
Report.
The Company has adopted a Corporate Social Responsibility Policy in accordance with the
Companies (Corporate Social Responsibility Policy) Rules, 2014 which can be accessed at
https://www.tarsons.com/wp-content/uploads/2023/02/V-1.1-
Corporate-Social-Responsibility-Policy.pdf. The Policy inter alia briefs the areas in
which CSR outlays can be made, objectives, the various CSR Programs/Projects that can be
undertaken, implementation of the said programs and projects, criteria for identification
of the implementing agencies, monitoring and evaluation mechanisms and annual action plan.
The Company during FY 2024-25 has undertaken CSR by donation to Tata Medical Centre and
consequently has spent Rs. 20.89 Million towards its CSR obligation.
The brief outline of the CSR Policy of the Company and the initiatives undertaken by
the Company during the financial year ended 31st March, 2025, in accordance with Section
135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 is set
out in "Annexure-M" to this report in the format prescribed in the
Companies (Corporate Social Responsibility Policy) Rules, 2014.
TARSONS PRODUCTS LIMITED- EMPLOYEE STOCK OPTION PLAN (ESOP) 2023 - STATUS UPDATE
During the financial year 2024-25, the Company continued with the implementation of the
'Tarsons Products Limited- Employee Stock Option Plan 2023' ("ESOP 2023" or
"Plan"), which was introduced and approved by the shareholders at the 40th
Annual General Meeting held on 14th July, 2023. The plan is administered by the
Nomination, Remuneration and Compensation ("NRC") Committee/Board and is in
compliance with the Act and the Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations").
The objective of ESOP 2023 is to attract, retain and reward talent by offering eligible
employees an opportunity to participate in the Company's growth.
During the year under review, the Company has not granted any options pursuant to the
Plan. The disclosure required to be disclosed under Regulation 14 of the SEBI SBEB
Regulations can be accessed at https://www.tarsons.com/wp-content/
uploads/2024/10/ESOP-Website-Disclosure.pdf.
The Company has obtained a certificate(s) from Secretarial Auditors confirming that the
Plan has been implemented in accordance with the Listing Regulations and resolution(s)
passed by the members of the Company. The said certificates will be made available for
inspection by the members electronically during business hours.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year under review, all the transactions entered into by the Company with
related parties were in compliance with the applicable provisions of the Act and the
Listing Regulations, details of which are set out in the Notes to Financial Statements
forming part of this Annual Report. All related party transactions are entered into only
after receiving prior approval of the Audit Committee. Further, in terms of the provisions
of Section 188(1) of the Act read with the Companies (Meetings of Board and its
Powers) Rules, 2014, all Contracts/ Arrangements/ Transactions entered into by the
Company with its related parties, during the financial year under review, were in ordinary
course of business and on an arm's 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
arm's length. Hence, disclosure in the Form AOC 2 as required in terms of Section 134 of
the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable for
this year.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The details of Loans, Guarantees and Investments covered under the provisions of
Section 186 of the Act form part of the Notes to the Financial Statements of the Company.
PARTICULARS OF EMPLOYEES
The information required under Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended
from time to time in respect of Directors/employees of the Company is attached as "Annexure-
MI” to this Report.
The information required under Section 197(12) of the Act read with Rule 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as
amended from time-to-time forms part of this Board Report. However, in terms of Section
136 of the Act, the annual report is being sent to the shareholders excluding the said
statement. The said information is readily available for inspection by the shareholders at
the 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 who
sends a written request to the Company Secretary and Compliance Officer at
investor@tarsons.com.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information on conservation of energy, technology absorption and foreign exchange
earnings and outgo as stipulated in Section 134(3)(m) of the Act read with Rule 8 of the
Companies (Accounts) Rules, 2014 for year ended 31st March, 2025 is provided below:
A. Conservation of Energy |
|
| i. Steps taken or impact on conservation of energy |
NIL |
| ii. Steps taken for utilizing alternate sources of energy |
|
| iii. Capital investment on energy conservation equipment's |
|
B. Technology absorption |
|
| i. Efforts made towards technology absorption |
|
| ii. Benefits derived like product improvement, cost reduction, product
development or import substitution |
|
| iii. 1 n case of imported technology (imported during the last three
years reckoned from the beginning of the financial year)- |
|
• the details of technology imported |
NIL |
• the year of import |
|
• whether the technology been fully absorbed |
|
• If not fully absorbed, areas where absorption has not taken
place, and the reasons thereof |
|
| iv. The expenditure incurred on Research and Development |
|
C. Foreign Exchange Earnings and Outgo (' in Million) |
|
| i.. Foreign Exchange Earnings by the Company |
1,940.45 |
| ii. Foreign Exchange Expenditure by the Company |
2,061.98 |
AUDITORS & AUDIT REPORTS Statutory Auditors and 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 Auditor's 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 Rs. 75,000 or such other amount as mutually
agreed upon between the Board and the Secretarial Auditor, subject to the approval of
members in the ensuing AGM. In terms of Section 204 of the Companies Act, 2013 and
Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, a Secretarial Audit Report given by the Secretarial Auditors in Form No. MR-3 is
annexed to this Report as "Annexure - IV".
There are no qualifications, reservations or adverse remarks made by Secretarial
Auditor in their Report.
Cost Auditors and Cost Audit Report
The Company is not required to maintain cost records in terms of the requirements of
Section 148 of the Act and rules framed thereunder hence such accounts and records are not
required to be maintained by the Company.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy and established the necessary Vigil
Mechanism, which is in line with the Regulation 22 of the Listing Regulations and Section
177 of the Companies Act, 2013 for its Directors and employees. Pursuant to the Policy,
the Whistle Blower can raise concerns relating to Reportable Matters (as defined in the
Policy) such as unethical behavior, breach of Code of Conduct, actual or suspected fraud,
any other malpractice, impropriety or wrongdoings, illegality, non-compliance of legal and
regulatory requirements, retaliation against the Directors & Employees and instances
of leakage of/suspected leakage of Unpublished Price Sensitive Information of the Company
etc.
Further, the mechanism adopted by the Company encourages the Whistle Blower to report
genuine concerns or grievances to the Audit Committee, and provides for adequate
safeguards against victimization of Whistle Blower, who avail of such mechanism and also
provides for direct access to the Chairman of the Audit Committee, in appropriate or
exceptional cases.
The Audit Committee oversees the functioning of the same. Further, no personnel have
been denied access to the Audit Committee during the Financial Year under review.
The details of this Policy are explained in the Corporate Governance Report which forms
a part of Annual Report and also hosted on the website of the Company at
https://tarsons.com/wp-content/uploads/2022/04/Whistle-Blower-Policy.pdf.
There was no instance of such reporting during the financial year ended 31st March,
2025.
ANNUAL RETURN
Pursuant to the provisions of Section 134(3) and Section 92(3) of the Act, read with
Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of
the Company for the financial year ended 31st March, 2025 is available on the website of
the Company at https://www.tarsons.com/annual-return/.
DEPOSITS
During the year under review, the Company has not accepted or renewed any deposits from
the public within the meaning of Sections 73 of the Act read with the Companies
(Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing of details
relating to deposits covered under Chapter V of the Act or the details of deposits which
are not in compliance with the Chapter V of the Act is not applicable.
CREDIT RATING
The credit rating of your Company for long term bank facilities is "CARE A"
and for short term bank facilities is "CARE A1". Details of the same are clearly
elaborated in the Corporate Governance Report forming part of this Annual Report.
CORPORATE GOVERNANCE
The 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 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 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 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 Company's 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 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.
|
|
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 |
|