TGBL.L Regulatory News (TGBL)

Deutsche Bank Trust Company Americas Dated April 2, 2023

One Columbus Circle

17th Floor Corporate Bank

Trust and Agency Services

New York

NY 10019

USA

Attention: GDR Department

Dear Sirs:

Re: Tata Consumer Products Limited - Termination of the deposit agreements entered into between the Company and Deutsche Bank Trust Company Americas, as depositary

We refer to the Rule 144A Deposit Agreement by and among Tata Consumer Products Limited (formerly known as Tata Global Beverages Limited and as Tata Tea Limited) (the "Company"), Deutsche Bank Trust Company Americas, as depositary ("we" or the "Depositary"), and the owners and beneficial owners of Rule 144A Global Depositary Receipts, dated as of March 10, 2000, as supplemented and amended on March 15, 2004 and on May 16, 2014 (the "Rule 144A Deposit Agreement"), and the Deposit Agreement by and among the Company, the Depositary, and the owners and beneficial owners of Global Depositary Receipts, dated as of March 10, 2000, as supplemented and amended on March 15, 2004 and on May 16, 2014 (the "Reg S Deposit Agreement", and together with the Rule 144A Deposit Agreement the "Deposit Agreements"). 

We refer to the engagement letter entered into between the Company and the Depositary dated June 25, 2021 (the "Engagement Letter"). All capitalized terms used, but not otherwise defined herein, shall have the meanings assigned to them in the Engagement Letter.

Pursuant to the Engagement Letter, for the time period prior to the expiration of the Depositary's Appointment, the Company is entitled to terminate the Facility or the Appointment only in the event of the Depositary's gross negligence or wilful misconduct in the performance of its obligations under the Engagement Letter or under the Deposit Agreements.

The Company hereby acknowledges that, since none of the above-mentioned termination events has occurred, the Company is not entitled to terminate the Deposit Agreements prior to the expiration of the Depositary's Appointment. The Company

has, however, requested that the Depositary accept the termination of the Deposit Agreements prior to the expiration of the Depositary's Appointment. The Depositary has accepted such request and, in consideration for such acceptance, the Company hereby agrees that (i) it shall pay the Depositary, on or before the date of this letter, a Remuneration Fee equal to US$95,000 (the "Termination Payment") and (ii) it shall not engage another depositary bank to re-establish the Facility following the termination of the Deposit Agreements until June 25, 2024 (the "Period") unless we expressly reject the opportunity to act as depositary bank for the Facility during the Period.

In light of the above and once the Depositary has received the Termination Payment in full, and with reference to Section 6.02 of the Deposit Agreements and Condition 21 of the terms and conditions thereof, the Company and the Depositary hereby agree to terminate the Deposit Agreements by the mailing of notice of such termination by the Depositary to the Owners of all Receipts then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination (the "Termination Effective Date").

Kindly acknowledge and agree the above arrangement by signing two copies of this letter and sending it to Tata Consumer Products Limited. Yours sincerely,

 For: TATA CONSUMER PRODUCTS LIMITED

IBRAHIM LODHGER

Director - Treasury

Acknowledged and Agreed:

____________________________________ _________________________________

Name Name

Title Title

For and on behalf ofDEUTSCHE BANK TRUST COMPANY AMERICAS