2. Dividend

For FY 2023-24, the Board of Directors has recommended a dividend of ' 15 per share i.e. 150% (Previous year: ' 17.50 per share i.e. 175%) on the Ordinary Shares of the Company. If declared at the ensuing Annual General Meeting ('AGM'), the total dividend outgo during FY 2024-25 would amount to ' 382 crore (Previous year: ' 446 crore).

3. Performance Review & State of Company's Affairs

3.1 Consolidated:

On a consolidated basis, the Revenue from operations for FY 2023-24 stood at ' 15,421 crore (Previous year: ' 16,789 crore) and EBITDA for FY 2023-24 stood at ' 2,847 crore (Previous year: ' 3,822 crore). The results were impacted negatively mainly on account of lower soda ash volumes and pricing pressure all regions. Profit before tax (before exceptional items) for FY 2023-24 stood at ' 1,623 crore (Previous year: ' 2,742 crore). Exceptional item of ' 861 crore includes one-time non-cash expenses of ' 963 crore on account of impairment of mainly the soda ash plant at Lostock, UK and ' 102 crore entry tax provision reversal in India. Profit after tax for continuing operations for FY 2023-24 stood at ' 449 crore (Previous year: ' 2,452 crore).

3.2 Standalone:

On a standalone basis, the Revenue from operations for FY 2023-24 stood at ' 4,384 crore (Previous year: ' 4,930 crore). EBIDTA for FY 2023-24 stood at ' 875 crore (Previous year: ' 1,235 crore), the results were impacted negatively mainly on account of lower soda ash volumes and pricing pressures. Profit before tax (before exceptional items) for FY 2023-24 stood at ' 914 crore (Previous year: ' 1,265 crore). Exceptional item is of ' 102 crore towards entry tax provision reversal. Profit after tax for FY 2023-24 stood at ' 896 crore (Previous year: ' 1,027 crore).

For more details on the Consolidated and Standalone performance, please refer to Management Discussion & Analysis.

4. Management Discussion & Analysis

The Management Discussion & Analysis, as required in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), forms part of this Integrated Annual Report.

5. Business Overview

The Company has two business segments viz. Basic Chemistry Products and Specialty Products.

Basic Chemistry segment comprises inorganic chemicals led by Soda Ash, Salt and Sodium Bicarbonate. Economies of scale, supply chain efficiencies and customer relationships and services drive this business. This business segment has manufacturing operations spread across four continents viz. North America (USA), Europe (UK), Africa (Kenya) and Asia (India). These inorganic chemicals primarily service industries such as Glass (Automotive, Architectural, Solar & Container), Detergent, EV batteries, Food, Pharma, Animal Feed and Industrial Chemicals.

Specialty Products portfolio is driven by Chemistry-led differentiation. The Company has three key products in this segment comprising Specialty Silica, Prebiotics and Agri inputs. Specialty Silica range serves Rubber, Tyre & Food industries. Prebiotics are targeted at Food, Animal Feed and Pharmaceutical applications. Rallis India Limited ('Rallis'), a listed subsidiary of the Company, produces and markets range of Agri inputs including Seeds for Indian and overseas farmers.

The Company is increasing its focus on Green Chemistry with Sustainability as a key driver of value. Basic Chemistry will scale further by adding capacities of the core products and leveraging cost competitiveness. The growth in Soda Ash demand is also driven by Solar Glass (used in Solar Electricity generation) and Lithium Carbonate. The Specialty Products will focus on maximising value with a sustainable portfolio, low carbon footprint Specialty Silica and Prebiotics based on fermentation platform.

5.1 Basic Chemistry Products Standalone (India)

For FY 2023-24, the revenues from the Basic Chemistry Products business stood at ' 4,219 crore, lower by 10% over previous year.

Soda Ash

I ndian Soda Ash demand increased marginally during FY 2023-24 with commissioning of new float lines.

Fiscal year 2023-24 saw stagnant demand growth of Soda Ash globally. This was largely driven by persistent high inflation rates across economies and continued geopolitical conflicts in Europe and Middle East. Europe saw sharpest demand decline. China, world's largest Soda Ash market, also saw lower than expected demand growth mainly due to real estate crisis and stagnant automotive sector. While

demand remained muted across consumption economies, the Soda Ash industry saw higher than expected capacity addition. Approximately 2.5 million Metric Tonne ('MMT') of additional capacities came onstream in Calender Year 2023 resulting in the situation of over supplies.

India demand too was impacted due to high inflationary situation. Detergent and domestic flat glass sectors, leading Soda Ash consumption segments saw slower demand growth in FY 2023-24. Besides, due to demand contraction in Europe, suppliers from Turkey and Middle East diverted materials to other importing geographies. Indian imports of Soda Ash increased by ~ 80% in the fiscal year crossing 1 MMT mark. Low demand coupled with increased imports created over supplies of Soda Ash resulting in sharp decline of prices by 25% - 30% in India.

Sales of soda ash for FY 2023-24 stood at 6.4 lakh MT, a marginal decrease of 0.7% over the previous year.

Sodium Bicarbonate

Sales of sodium bicarbonate stood at 1.3 lakh MT, a marginal increase over the previous year.

The Company markets four value-added grades of Bicarb - Medikarb (pharma grade), Sodakarb (food grade), Alkakarb (feed grade) and Speckarb (industrial grade).

Sodium Bicarbonate demand was stable in India mainly led by food and pharma industries. New emerging application of industrial flue gas treatment is adding additional demand in the sector. However, prices saw reduction mainly due to sharp decline in Soda Ash prices.

Salt

The demand growth for salt was stable from the Company's key customer, Tata Consumer Products Limited, during the year and the production was increased appropriately to meet the increased requirement. The Company recorded production of salt at 13.44 lakh MT during FY 2023-24. In addition, a project is under implementation to increase the salt manufacturing capacity to meet the projected demand increase. On the manufacturing side, solar salt production was affected due to brine dilution owing to extended rains and flooding.

Other Inorganic Chemicals

Sale of cement stood at 2.83 lakh MT, a decrease of 41% over previous year. Bromine production was impacted due to bittern dilution.

Subsidiaries

Tata Chemicals North America Inc., USA ('TCNA') (as per USGAAP)

During FY 2023-24, overall revenue for TCNA decreased marginally by 1% to US$ 649.4 million (' 5,377 crore) from US$ 655.7 million (' 5,271 crore) in the previous year due to lower volumes in the export markets as well as drop in soda ash price.

EBITDA registered a decrease of 19% to US$ 130.1 million (' 1,077 crore) against US$ 160.3 million (' 1,288 crore) in FY 2022-23. TCNA registered a profit after tax of US$ 57.1 million (' 472 crore) during FY 2023-24 as against a profit of US$ 90.7 million (' 729 crore) in the previous year.

TCE Group Limited, UK ('TCE group') (as per IFRS)

TCE Group Limited's business consists of soda ash, sodium bicarbonate and energy units and British Salt Limited which manufactures and sells food and industrial grade white salt. Together they are referred to as 'UK Operations' of the Company in this Report.

Total revenue from the UK Operations for FY 2023-24 was £ 231.0 million (' 2,404 crore) against £ 271.5 million (' 2,629 crore) in the previous year, registering a decline of 15%.

Soda Ash and Bicarb volumes were down during the year due to weak market demand. Margins were also affected significantly due to high fixed cost based on high inflation, maintenance cost and interest rate increases.

The Combined heat and Power (CHP) facility at Winnington's performance was affected due to lower energy margins.

In the Salt business, sales volume were lower whereas higher prices contributed to better realisation.

EBITDA for FY 2023-24 for the UK Operations was £ 33.4 million (' 347 crore) against £ 63.6 million (' 615 crore) and the loss after tax was £ 95.3 million (' 992 crore) against the profit of £ 45.0 million (' 435 crore) in the previous year, on account of exceptional item towards impairment of mainly the soda ash plant at Lostock, UK.

Tata Chemicals Magadi Limited, Kenya ('TCML')

(as per IFRS)

During FY 2023-24, TCML achieved a revenue of US$ 77.4 million (' 640 crore) for FY 2023-24 as against revenue of US$ 117.6 million (' 945 crore) in the previous year, a

decrease of 34%. For FY 2023-24, TCML registered an EBITDA of US$ 25.4 million (' 211 crore) against US$ 58.3 million (' 468 crore) in the previous year, TCML recorded a net profit of US$ 16.1 million (' 134 crore) in FY 202324 against a net profit of US$ 55.9 million (' 450 crore) in FY 2022-23. The results were impacted negatively mainly due to lower volumes and pricing pressures.

5.2 Specialty Products Standalone Silica

The installed capacity for silica is 10,000 MT with 50% each for tyre and food line. The Company has produced 7,895 MT silica and with 100% capacity utilization for tyre grade. Food grade line remained under utilised. The Company is in the process of converting food line to tyre line in FY 2024- 25 in order to meet tyre and rubber customers demand. Highly Dispersible Silica (HDS) production was 1,100 MT and supply was 1,070 MT during FY 2024. Tyre labelling norms will continue to drive demand of HDS. Silica margins in FY 2023-24 were impacted by a steep increase in raw material and energy costs. The Company is focusing on scaling up silica business significantly including HDS.

Prebiotics

The Company continues to strengthen its operations at its state-of-the-art greenfield facility in Mambattu, Andhra Pradesh. This facility boasts an array of comprehensive food safety certifications, including FSSAI, FSSC 22000, FAMI QS, Halal, and Kosher. Additionally, the Company has received ISO 14001:2015, ISO 45001:2018, and ISO 9001:2015 certifications, highlighting its commitment to responsible manufacturing practices in terms of environmental management, occupational health and safety, and quality management.

In addition to our core segments, the pet food market has emerged as a significant area of growth, where we have gained a considerable foothold. Market expansion remains robust, with continued growth from the USA and South East Asia. Additionally, promising opportunities are emerging from the European Union. The Mambattu facility has been qualified by several global customers, positioning the Company to reach full capacity utilization in the coming year.

To further enhance its market presence, the Company has undertaken specific intervention projects aimed at adding additional applications in the global market. These projects are expected to drive sustained growth and operational excellence.

Subsidiary

Rallis India Limited ('Rallis')

(as per TCL consolidated books)

Rallis India Limited, the Company's listed subsidiary, has a strong Brand and Chemistry play in the Agrochemicals sector.

Rallis' revenue from operations for FY 2023-24 was ? 2,648 crore as compared to ? 2,967 crore during FY 2022-23, a decrease of 11% from the previous year. Profit before tax was ? 196 crore during the year compared to ? 128 crore in the previous year. Rallis earned a net profit after tax of ? 148 crore, higher by 61%, as against a net profit after tax of ? 92 crore in the previous year. Domestic Crop Care business grew volumetrically but due to steep price correction had an overall de-growth of 3%. After a strong FY 2022-23, exports business suffered due to inventory destocking and price drop across markets resulting in overall degrowth of 35%. Seeds business bounced back after difficult last 2 years with volume-led growth of 21%.

6. Finance and Credit Ratings

The Company's focused endeavours during the year included accelerated repayment of term loans at most of its overseas subsidiaries, re-negotiation of interest rate on long-term loan, re-alignment for utilisation of competitive trade finance facilities for working capital management, suitable conservation of cash, intensive planning for cash flows optimisation, maintaining sufficient liquidity, observing disciplined risk mitigation measures and greater use of digital solutions.

During the year under review, Tata Chemicals International Pte. Limited ('TCIPL'), Singapore repaid US$ 50 million of long-term loan, TCNA repaid US$ 95 million of long-term loan, Homefield Pvt UK Limited repaid US$ 6 million of long-term loan and British Salt Limited repaid £ 6 million of long-term loan. Long term loan interest rate was renegotiated for British Salt Limited facility.

During FY 2023-24, Rallis, a subsidiary and Indo Maroc Phosphore SA (IMACID), a joint venture, paid dividends of ' 24 crore (FY 2022-23: ' 29 crore) and ' 136 crore (FY 2022-23: ' 92 crore) respectively to the Company. No dividend was paid by Tata Chemicals South Africa (Pty) Limited [FY 2022-23: South African Rand 5.0 million (' 2 crore)] and TC Africa Holdings Limited [FY 2022-23: £ 0.3 million (' 3 crore)].

For the year under review, the Company's credit ratings were reaffirmed.

The Company as on March 31, 2024 had the following credit ratings:

- Long-Term Corporate Family Rating - Foreign Currency of Bal/Stable from Moody's Investors Service;

- Long-Term Foreign Currency Issuer Default Rating (IDR) of BB with stable outlook from Fitch Ratings;

- Long-Term bank facilities (fund-based limits) of ' 1,300 crore and short-term bank facilities (nonfund based limits) of ' 2,000 crore are rated at CARE AA (Outlook: Stable) and CARE A1 respectively, by CARE Ratings; and

- Commercial Paper of ' 100 crore is rated at CRISIL A1 by CRISIL Ratings.

7. Dividend Distribution Policy

I n accordance with Regulation 43A of the SEBI Listing Regulations, the Board of Directors of the Company has adopted a Dividend Distribution Policy which endeavours for fairness, consistency and sustainability while distributing profits to the shareholders. The same is available on the Company's website at https://www. tatachemicals.com/DividendDistPolicy.htm.

8. Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profits for FY 2023-24 in the retained earnings.

9. Deposits from Public

The Company has not accepted any deposits from public and as such no amount on account of principal or interest on deposits from public was outstanding as on March 31,2024.

10. Business Responsibility & Sustainability Report

The Company endeavours to cater to the needs of the communities it operates in thereby creating maximum value for the society along with conducting its business in a way that creates a positive impact and enhances stakeholder value. As per Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility & Sustainability Report depicting initiatives taken by the Company from an environmental, social and governance perspective which has been reasonably assured by KPMG Assurance and Consulting Services LLP, forms part of this Integrated Annual Report.

11. Related Party Transactions

In line with the requirements of the Companies Act, 2013 ('the Act') and SEBI Listing Regulations, as amended from time to time, the Company has formulated a Policy on Related Party Transactions ('RPT Policy') for identifying, reviewing, approving and monitoring of Related Party Transactions and the same is available on the Company's website at https://www.tatachemicals.com/RPTPolicy.htm.

All related party transactions entered into during FY 2023-24 were on arm's length basis and in the ordinary course of business and were reviewed and approved by the Audit Committee. With a view to ensure continuity of day-to-day operations, an omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm's length basis. A statement giving details of all related party transactions entered pursuant to the omnibus approval so granted is placed before the Audit Committee on a quarterly basis for its review. The related party transactions entered into pursuant to the omnibus approval so granted are also reviewed as part of the internal audit by an independent external firm on a half-yearly basis.

During the year under review, the Company did not enter into any contracts or arrangements with related parties pursuant to Section 188(1) of the Act read with the relevant rule and no material related party transactions were entered into. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company for FY 2023-24 and hence does not form part of this Integrated Annual Report.

In terms of Regulation 23 of the SEBI Listing Regulations, the Company submits details of related party transactions on a consolidated basis as per the specified format to the stock exchanges on a half-yearly basis.

The details of the transactions with related parties are provided in the accompanying Financial Statements.

12. Risk Management

Risk Management at Tata Chemicals forms an integral part of Management focus.

The Risk Management Policy of the Company which is approved by the Risk Management Committee of the Board ('RMC') and the Board of Directors, provides the

framework of Enterprise Risk Management ('ERM') by describing mechanisms for the proactive identification and prioritisation of risks based on the scanning of the external environment and continuous monitoring of internal risk factors. The ERM framework identifies, evaluates, manages and reports risks arising from the Company's operations and exogenous factors.

The Company has deployed bottom-up and top-down approaches to drive enterprise-wide risk management. The bottom-up process includes identification and regular assessment of risks by the respective business units and implementation of mitigation strategies. This is complemented by a top-down approach where the Risk Management Group (Senior Leadership Team) as well as the RMC identifies and assesses long-term, strategic and macro risks for the Company.

The RMC oversees the risk management process in the Company. The RMC is chaired by an Independent Director and the Chairperson of the Audit Committee is also a Member of the RMC. Further, the Chairman of the RMC briefs the Board at its Meetings about the significant discussions at each of the RMC Meetings. This robust governance structure has also helped in the integration of the ERM with the Company's Strategic Planning Process where emerging risks are used as inputs in such process. Identified risks are used as one of the key inputs in the strategy and business plans.

A systematic review of risks identified is subject to a series of focused meetings of the empowered Risk Management Group (Senior Leadership Team), respective Business-level / Subsidiary-level Committees and the RMC. The RMC meets periodically to review all the key risks and assess the status of mitigation measures.

Considering the volatility, uncertainties and unprecedented challenges involved in the businesses, the risk management function has gained more importance over the last few years and it is imperative to manage and address such challenges effectively. With a view to have a focused approach in doing so, the Company has appointed a Chief Risk Officer to oversee the Risk Management function of the Company.

Based on benchmarking and inputs from global standards on ERM, the Risk Management process has been deployed across geographies and businesses.

Some of the risks identified are set out in the Management Discussion & Analysis which forms part of this Integrated Annual Report.

13. Corporate Social Responsibility

The Corporate Social Responsibility ('CSR') activities of the Company are governed through the Corporate Social Responsibility Policy ('CSR Policy') approved by the Board. The CSR Policy guides in designing CSR activities for improving quality of life of society and conserving the environment and biodiversity in a sustainable manner. The CSR Committee of the Board oversees the implementation of CSR Projects in line with the Company's CSR Policy.

The Company has adopted a participatory approach in designing need-based CSR programmes which are implemented through Tata Chemicals Society for Rural Development ('TCSRD') in partnership with the Tata Trusts and with various government and non-government institutions. The Company's CSR programme framework focusses on building economic capital, ensuring environmental integrity, enablers for social, economic and environmental development and building social capital.

Building economic capital: The Company focusses on poverty alleviation and creating livelihoods, linked to farm and non-farm based activities.

Ensuring environmental integrity: The Company's main focus is on management of natural resources and conservation of environment. The key programmes include land and water management activities, waste management, preservation of biodiversity and mitigation of climate change impacts.

Enablers for social, economic and environmental development: The Company's programmes focus on health and nutrition, education and drinking water.

The Company conducts regular health and nutrition camps and also provides health care services. The education programme focusses on students starting from primary to the post-graduation level. Educational support is provided for enrolment of children and improving quality of education. The Company helps to provide clean water through roof rainwater harvesting structures, repair of hand pumps, installation and maintenance of drinking water pipelines, supporting households with water purifier systems through Swach Tarang Project.

Building social capital: Building the social capital for long-term sustainability is a key cross-cutting theme in all these below programmes.

Women empowerment, reducing inequality of marginalised communities (through Affirmative Action), partnerships for achieving goals and setting up sustainable social enterprise models (Okhai and Ncourage Social Enterprise Foundation) are key initiatives for achieving the same.

The Company also endeavours to respond to disasters that affect any part of India and in the neighbourhood of all its manufacturing plants.

The CSR Policy is available on the website of the Company at https://www.tatachemicals.com/CSRPolicy2021.htm.

The Annual Report on CSR activities for FY 2023-24 is enclosed as Annexure 1 to this Report.

14. Whistleblower Policy and Vigil Mechanism

The Company has devised an effective whistleblower mechanism enabling stakeholders, including individual employees and their representative bodies, to communicate their concerns about illegal or unethical practices freely. The Company has also established a vigil mechanism for stakeholders to report concerns about any unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct. Protected disclosures can be made by a whistleblower through several channels. The Whistleblower Policy of the Company provides for adequate safeguards against victimisation of employees who avail of the mechanism. No personnel of the Company has been denied access to the Chairperson of the Audit Committee. The Policy also facilitates all employees of the Company to report any instance of leak of unpublished price sensitive information.

A dedicated third-party Ethics Helpline has been set up which is managed by an independent professional organisation for confidentially raising any ethical concerns or practices that violate the Tata Code of Conduct. The Ethics helpline services include toll-free number, web access, postal services and e-mail facilities.

The Policy is available on the website of the Company at: https://www.tatachemicals.com/WhistleblowerPolicy.htm.

15. Prevention of Sexual Harassment

Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

('POSH Act') and Rules made thereunder, the Company has formed an Internal Committee ('IC') for its workplaces to address complaints pertaining to sexual harassment in accordance with the POSH Act. The Company has a detailed policy for prevention of sexual harassment at workplace which ensures a free and fair enquiry process with clear timelines for resolution.

The Policy is uploaded on the website of the Company at http://www.tatachemicals.com/POSHPolicy.htm.

No complaints were pending at the beginning of the financial year. During the year under review, one concern was reported which was investigated and appropriate action was taken. No complaint was pending as at the end of the financial year.

To build awareness in this area, the Company has been conducting awareness sessions during induction of new employees and also periodically for permanent employees, third-party employees and contract workmen through online modules and webinars.

16. Particulars of Loans, Guarantees and Investments

During the year under review, the Company has invested in the preference shares of its subsidiary company, TCIPL, Singapore an amount of US$ 50 million. The Company also acquired 97,00,000 equity shares having face value of ' 1 each of its listed subsidiary, Rallis India Limited representing 4.99% of the paid-up capital of Rallis.

During the year under review, the Company has provided corporate guarantee of US$ 54.6 million and £ 84 million in relation to loans at Homefield Private UK Limited and Natrium Holdings Limited respectively, replacing an earlier corporate guarantee.

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

17. Consolidated Financial Statements

The Consolidated Financial Statements of the Company and its subsidiaries for FY 2023-24 are prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of the SEBI Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The Audited Consolidated Financial Statements together with the

Auditor's Report thereon form part of this Integrated Annual Report.

Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, Consolidated Financial Statements along with relevant documents and separate annual accounts in respect of subsidiaries are available on the website of the Company.

The annual accounts of the subsidiaries and related detailed information will be made available to investors seeking information till the date of the AGM. They are also available on the website of the Company at https://www. tatachemicals.com/investors/agm-documents.

18. Subsidiary Companies, Joint Ventures and Associate

As on March 31, 2024, the Company had 22 (direct and indirect) subsidiaries (2 in India and 20 overseas), 3 Joint Ventures ('JV') and 1 Associate. There has been no material change in the nature of the business of the subsidiaries.

In order to simplify the holding structure and rationalise the number of intermediate entities, during the year, the Company carried restructuring of its subsidiaries as under:

a. Tata Chemicals (Soda Ash) Partners, was converted from a partnership to a limited liability company (LLC) resulting in change of name to Tata Chemicals (Soda Ash) Partners LLC, TC (Soda Ash) Partners Holdings and TCSAP LLC merged into Tata Chemicals (Soda Ash) Partners LLC and Valley Holdings Inc. merged into Tata Chemicals North America Inc. The above restructuring process concluded on June 1, 2023.

b. Brinefield Storage Limited was dissolved with effect from September 19, 2023

c. Cheshire Cavity Storage 2 Limited was dissolved with effect from December 19, 2023

Pursuant to SEBI Listing Regulations, the Company's Policy on determining material subsidiaries is uploaded on the Company's website at https://www.tatachemicals.com/ policy-on-determining-material-subsidiaries.pdf.

A report on the financial position of each of the subsidiaries, joint ventures and associate as per Section 129(3) of the Act is provided in Form AOC-1 enclosed to the Financial Statements.

19. Internal Financial Controls

Internal financial control systems of the Company are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable accounting standards and relevant statutes, safeguarding assets from unauthorised use, executing transactions with proper authorisation and ensuring compliance of corporate policies. The Company has a well-defined delegation of authority with specified limits for approval of expenditure, both capital and revenue. The Company uses an established Enterprise Resource Planning (ERP) system to record day-to-day transactions for accounting and financial reporting.

The Audit Committee deliberated with the members of the Management, considered the systems as laid down and met the internal audit team and statutory auditors to ascertain their views on the internal financial control systems. The Audit Committee satisfied itself as to the adequacy and effectiveness of the internal financial control systems as laid down and kept the Board of Directors informed. However, the Company recognises that no matter how the internal control framework is, it has inherent limitations and accordingly, periodic audits and reviews ensure that such systems are updated at regular intervals.

Details of internal control system are given in the Management Discussion & Analysis which forms part of this Integrated Annual Report.

20. Directors' Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors and external consultant(s), including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2023-24.

Accordingly, pursuant to Sections 134(3)(c) and 134(5) of the Act, the Directors, to the best of their knowledge and ability, confirm that for the year ended March 31,2024:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

b) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) 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 fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

21. Corporate Governance and Compliance

The Company follows the best governance practices to boost long-term shareholder value and respect minority rights.

The Company considers the same as its inherent responsibility to disclose timely and accurate information to its stakeholders regarding its operations and performance, as well as the leadership and governance of the Company. The Company is committed to the Tata Code of Conduct which articulates values and ideals that guide and govern the conduct of the Tata companies as well as its employees in all matters relating to business. The Company's overall governance framework, systems and processes reflect and support its Mission, Vision and Values.

At Tata Chemicals, human rights is also an integral aspect of doing business and the Company is committed to respect and protect human rights to remediate adverse

human rights impacts that may be resulting from or caused by the Company's businesses. In furtherance to this, the Company has in place the 'Tata Business and Human Rights Policy' which aligns with the principles contained in the Universal Declaration of Human Rights, International Labour Organsations (ILO), Declaration on Fundamental Principles and Rights at Work and the United Nations Guiding Principles on Business and Human Rights and is consistent with the Tata Code of Conduct.

The Company's governance guidelines cover aspects mainly relating to composition and role of the Board, Chairman and Directors, Board diversity, retirement age for the Directors and Committees of the Board.

The Company has in place an online compliance management system for monitoring the compliances across its various plants and offices. A compliance certificate is also placed before the Board of Directors every quarter. In compliance with the SEBI Listing Regulations, the Corporate Governance Report and the Secretarial Auditor's Certificate form part of this Integrated Annual Report.

22. Directors and Key Managerial Personnel Directors Retirement

During the year under review, Mr. Zarir Langrana (DIN: 06362438) completed his tenure as an Executive Director effective February 29, 2024, on attaining the superannuation age in line with the Retirement Policy adopted by the Company. The Board places on record its appreciation for his invaluable contribution and guidance during his over four decades of long tenure with the Company.

Re-appointment

The Shareholders of the Company at the 84^th AGM held on June 26, 2023, approved the re-appointment of Mr. R. Mukundan for a further period of five (5) years from November 26, 2023 upto November 26, 2028 (both days inclusive)

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. S. Padmanabhan (DIN: 00306299), Non-Executive, Non-Independent Director of the Company, retires by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment.

Dr. C.V. Natraj (DIN: 07132764) will complete his first term of five (5) years as Independent Director of the Company on August 7, 2024. On the recommendation of the Nomination & Remuneration Committee (NRC) and the

Board of Directors, the proposal for re-appointment of Dr. C. V. Natraj as Independent Director of the Company for a second term commencing from August 8, 2024 upto July 30, 2028 (i.e. till he attains the retirement age in line with the Retirement Policy adopted by the Company), is being included in the Notice of ensuing 85^th AGM for approval of the Shareholders.

Mr. K. B. S. Anand (DIN: 03518282) will complete his first term of five (5) years as Independent Director of the Company on October 14, 2024. On the recommendation of the NRC and the Board of Directors, the proposal for re-appointment of Mr. K. B. S. Anand as Independent Director of the Company for a second term of five (5) years commencing from October 15, 2024 upto October 14, 2029 is being included in the Notice of ensuing 85^th AGM for approval of the Shareholders.

Independent Directors

In terms of Section 149 of the Act, Ms. Vibha Paul Rishi, Ms. Padmini Khare Kaicker, Dr. C. V. Natraj, Mr. K. B. S. Anand and Mr. Rajiv Dube are the Independent Directors of the Company. The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and are independent of the Management. In terms of Regulation 25(8) of the SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

The Board is of the opinion that all Directors including the Independent Directors of the Company possess requisite qualifications, integrity, expertise and experience in the fields of science and technology, digitalisation, strategy, finance, governance, human resources, safety, sustainability, etc.

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors' Databank maintained with the Indian Institute of Corporate Affairs ('IICA') in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

Details of Familiarisation Programme for the Independent Directors are provided separately in the Corporate Governance Report which forms part of this Integrated Annual Report.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/ Committees of the Company.

Key Managerial Personnel ('KMP')

In terms of the provisions of Section 2(51) and Section 203 of the Act, the following are the KMP of the Company as on March 31, 2024:

Mr. R. Mukundan, Managing Director & CEO

Mr. Nandakumar S. Tirumalai, Chief Financial Officer

Mr. Rajiv Chandan, Chief General Counsel & Company Secretary

Procedure for Nomination and Appointment of Directors

The Nomination & Remuneration Committee (NRC) is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The Committee is also responsible for reviewing the profiles of potential candidates vis-a-vis the required competencies and meeting the potential candidates prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position including expert knowledge expected is communicated to the appointee.

The list of core skills, expertise and competencies of the Board of Directors as are required in the context of the businesses and sectors applicable to the Company are identified by the Board and are available with the Board. The Directors have also reviewed the list of core skills, expertise and competencies which were mapped against them.

The same is disclosed in the Corporate Governance Report forming part of this Integrated Annual Report.

Scientific Advisory Board

The Board has constituted a Scientific Advisory Board consisting of scientists with relevant domain expertise under the Chairmanship of Dr. C. V. Natraj, Independent Director of the Company with a view to synergise the Research & Development initiatives at the Company's Innovation Centre at Pune and Research & Development Centres of Rallis India Limited (Crop Care and Seeds). Further details in this regard are provided in the Corporate Governance Report.

Criteria for determining Qualifications, Positive Attributes and Independence of a Director

The NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178(3) of the Act and the SEBI Listing Regulations. The same is available at https://www.tatachemicals.com/criteriadetermining.pdf.

Board Evaluation

The Board has carried out the annual evaluation of its own performance and that of its Committees and individual Directors for the year pursuant to the provisions of the Act and the SEBI Listing Regulations. The exercise of performance evaluation was carried out electronically through a secure application. This resulted in saving paper, reducing the cycle time to make documents available to the Board/Committee Members and in increasing confidentiality and accuracy.

The performance of the Board and individual Directors was evaluated by the Board after seeking inputs from all the Directors. The criteria for performance evaluation of the Board included aspects such as Board composition and structure, effectiveness of Board processes, contribution in the long-term strategic planning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman of the NRC had one-on-one meetings with each Executive and Non-Executive, Non-Independent Directors.

In a separate meeting, the Independent Directors evaluated the performance of Non-Independent Directors and performance of the Board as a whole including the Chairman of the Board taking into account the views of Executive Directors and Non-Executive Directors. The NRC

reviewed the performance of the Board, its Committees and of the Individual Directors. The same was discussed in the Board Meeting that followed the meeting of the Independent Directors and the NRC, at which the feedback received from the Directors on the performance of the Board and its Committees was also discussed.

The Company follows a practice of addressing each of the observations and suggestions by drawing up an action plan and monitoring its implementation through the Action Taken Report which is reviewed by the Board of Directors from time to time.

23. Remuneration Policy

The Company has in place a Remuneration Policy for the Directors, KMP and other employees pursuant to the provisions of the Act and the SEBI Listing Regulations which is available at https://www.tatachemicals.com/rempolicy.

24. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed pursuant to the provisions of Section 134 of the Act read with the Companies (Accounts) Rules, 2014 are provided in Annexure 2 forming part of this Report.

25. Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ('Rules') are enclosed as Annexure 3 forming part of this Report. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Rules also forms part of this Report. Further, the Report and the Accounts are being sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement will be open for inspection upon request by the Members. Any Member interested in obtaining such particulars may write to the Company Secretary at investors@tatachemicals.com.

26. Auditors

I. Statutory Auditors

At the 83^rd AGM held on July, 6, 2022, B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/ W-100022) were appointed as Statutory Auditors of the

Company for a second term of five (5) consecutive years upto the 88^th AGM by the Members to be held in 2027.

The report of the Statutory Auditors along with notes to Schedules is a part of this Integrated Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

II. Cost Auditors

As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to prepare, maintain as well as have the audit of its cost records conducted by a Cost Accountant and accordingly, it has made and maintained such cost accounts and records. The Board, on the recommendation of the Audit Committee has appointed D. C. Dave & Co., Cost Accountants (Firm Registration No. 000611) ('D. C. Dave & Co.') as the Cost Auditors of the Company for FY 2024-25.

D. C. Dave & Co. have confirmed that they are free from disqualification specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act and that the appointment meets the requirements of the Act. They have further confirmed their independent status and an arm's length relationship with the Company.

The remuneration payable to the Cost Auditors is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution seeking Members' ratification for the remuneration payable to D. C. Dave & Co., forms part of the Notice of the 85^th AGM forming part of this Integrated Annual Report.

III. Secretarial Auditors

I n terms of Section 204 of the Act and Rules made thereunder, Parikh & Associates, Practicing Company Secretaries (Firm Registration No. P1988MH009800) have been appointed as Secretarial Auditors of the Company to carry out the secretarial audit for FY 2023-24. The report of the Secretarial Auditors for FY 2023-24 is enclosed as Annexure 4 forming part of this Report.

There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Report.

27. Reporting of Fraud

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by

its officers or employees to the Audit Committee under Section 143(12) of the Act, details of which need to be mentioned in this Report.

28. General Disclosures

I. Details of Board Meetings

During the year under review, eight (8) Board Meetings were held, details of which are provided in the Corporate Governance Report.

II. Composition of Audit Committee

The Audit Committee comprised four (4) Members out of which three (3) are Independent Directors and one (1) is a Non-Executive Director. During the year under review, nine (9) Audit Committee Meetings were held, details of which are provided in the Corporate Governance Report and there were no instances when the recommendations of the Audit Committee were not accepted by the Board.

III. Composition of CSR Committee

The CSR Committee comprised three (3) Members out of which one (1) is an Independent Director. During the year under review, three (3) Meetings of the CSR Committee were held, details of which are provided in the Corporate Governance Report and there were no instances when the recommendations of the CSR Committee were not accepted by the Board.

IV. Secretarial Standards

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India, as amended and such systems were adequate and operating effectively.

29. Other disclosures

a) No significant and material orders were passed by the regulators or the courts or tribunals impacting the going concern status and the Company's operations in future.

b) In 2020, Allied Silica Limited (ASL) filed an application under Section 9 of the Insolvency and Bankruptcy Code, 2016 ('IBC') against the Company and the same is pending before the National Company Law Tribunal, Mumbai Bench as at the end of the year. The Company has contested the proceedings among other things, on the grounds that no operational debt is due and payable, the alleged debt is not an operational debt, the party is not an operational creditor under the IBC and that there is pre-existence of disputes between the parties.

c) There has been no change in the nature of business of the Company as on the date of this Report.

d) There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

30. Annual Return

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return in Form MGT-7 as on March 31,2024 is available on the Company's website at https://www.tatachemicals.com/MGT72024.pdf.

31. Acknowledgements

The Directors appreciate the hard work, dedication, and commitment of all its employees including workmen at the manufacturing plants.

The Directors also acknowledge the support extended by the Company's Unions and would also like to thank the financial institutions, banks, government authorities, customers, vendors and other stakeholders for their continued support and co-operation.