(i)    Buildings include J123.81 crore (March 31,2023: ?123.81 crore) being held through shares in co-operative housing societies and limited companies.

(ii)    Net carrying value of furniture, fixtures and office equipment comprises of:

(iii)    Borrowing costs has been capitalised during the year against qualifying assets under construction using a capitalisation rate of 8.34% (2022-23: 2.47%).

(iv)    Property, plant and equipment (including capital work-in-progress) were tested for impairment during the year where indicators of impairment existed. During the year ended March 31, 2024, the Company has recognised an impairment of ?26.55 crore (2022-23: ?22.77 crore, impairment reversal) in respect of surrender of Sukinda Chromite Block.

(v)    Details of property, plant and equipment pledged against borrowings is presented in note 17, page F81.

(vi)    Additions to CWIP during the year is ?11,662.81 crore (2022-23: ?9,262.25 crore).

The Company in the earlier years had priortised its strategic objective of deleveraging balance sheet over the planned investments in organic growth projects which resulted in lower capital expenditure on projects as compared to the original plan as approved by the Board of Directors of the Company.

Following the rebalancing of capital structure and the Company attaining an investment grade credit rating, the capital allocation for organic growth projects has been increased and the Company expects to commission these facilities in line with revised completion schedules.

(i)    Vehicle cost used for in-house research and development included within right-of-use vehicles is ?4.01 crore (March 31, 2023: ?2.36 crore).

(ii)    The Company's significant leasing arrangements include assets dedicated for use under long-term arrangements, lease of land, office space, equipment, vehicles and some IT equipment.

Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. Each lease generally imposes a restriction that, unless there is a contractual right for the Company to sublet the asset to another party, the right-of-use asset can only be used by the Company. Extension and termination options are included in some property and equipment leases. These are used to maximise operational flexibility in terms of managing the assets used in the Company's operations. Majority of the extension and termination options held are exercisable based on mutual agreement of the Company and the lessors.

With the exception of short-term leases and leases of low-value underlying assets, each lease is reflected on the balance sheet as a right of- use asset and a lease liability. Payments made for short term leases and leases of low value are expensed on a straight-line basis over the lease term.

Variable lease payments which do not depend on an index or a rate (such as lease payments based on a percentage of sales) are excluded from the initial measurement of the lease liability and asset.

For leases recognised under long-term arrangements involving use of a dedicated asset, non-lease components are excluded based on the underlying contractual terms and conditions. A change in the allocation assumptions may have an impact on the measurement of lease liabilities and the related right-of-use assets.

During the year ended March 31, 2024, the Company has recognised the following in the statement of profit and loss:

a)    expense in respect of short-term leases and leases of low-value assets ?28.66 crore (2022-23: ?25.85 crore) and ?1.41 crore

(2022-23: ?1.42 crore) respectively.

b)    expense in respect of variable lease payments not included in the measurement of lease liabilities ?66.84 crore (2022-23: ?81.03 crore).

c)    income in respect of sub-leases of right-of-use assets ?0.19 crore (2022-23: ?0.31 crore).

During the year ended March 31, 2024, total cash outflow in respect of leases amounted to ?1,127.71 crore (March 31, 2023: ?1,052.32 crore).

(i)    Mining assets represent expenditure incurred in relation to acquisition of mines, mine development expenditure post establishment of technical and commercial feasibility and restoration obligations as per applicable regulations.

(ii)    Software costs related to in-house research and development included within software costs is ?0.15 crore (2022-23: ?0.15 crore).

(iii)    Other intangible assets were tested for impairment during the year where indicators of impairment existed. During the year ended March 31, 2024, the Company has recognised an impairment of ?152.35 crore (2022-23: Nil) in respect of surrender of Sukinda Chromite Block.

*    These investments are carried at a book value of ?1.00

#    As on March 31, 2024, Kumardhubi Fireclay and Silica Works Ltd., Kumardhubi Metal Casting and Engineering Ltd., Tata Construction and Projects Limited and Andal East Coal Company Private Limited are under liquidation.

@    Equity investment in TRF Limited includes ^5.79 Crore for 37,53,275 equity shares and deemed equity component in respect of NCRPS issued by TRF.

$    Cost of unquoted equity instruments has been considered as an appropriate estimate of fair value because of a wide range of possible fair value

measurements and cost represents the best estimate of fair value within that range.

(i)    The Company holds more than 50% of the equity share capital in TM International Logistics Limited. However, decisions in respect of activities which significantly affect the risks and rewards of these businesses, require unanimous consent of all the shareho lders. This entity has therefore been considered as joint venture.

(ii)    The Hon'ble National Company Law Tribunal (NCLT), Kolkata vide order dated April 5, 2019 has admitted the initiation of Corporate Insolvency Resolution Process (CIRP) in respect of Tayo Rolls Limited, a subsidiary of the Company.

(iii)    Tata Steel Europe Limited ("TSE"), a wholly owned step-down subsidiary of the Company, is exposed to certain climate related risks which could affect the estimates of its future cash flow projections. The cashflow projections include the impact of decarbonisation given that both the UK and Tata Steel Netherlands (TSN) businesses within TSE have stated their plans to move away from the current production process and to transition to electric arc based production. Decarbonisation as a whole is likely to provide significant opportunities to TSE as it is likely to increase the demand for steel as it is crucial as an infrastructure enabler for all technological transition within the wider economy (e.g. wind power, hydrogen, electric vehicles, nuclear plants etc.) and compares favourably to other materials when considering the life cycle emissions of the

material. The technology transition and investments are dependent on national and international policies and would also be driven by the government decisions in the country of operation. Management's assessment is that generally, these potential carbon reduction-related costs would be borne by the society, either through higher steel prices or through public spending/subsidies.

On September 15, 2023, Tata Steel UK Limited ("TSUK") which forms the main part of the UK Business, announced a joint agreement with the UK Government on a proposal to invest in state-of-the-art electric arc furnace ('EAF') steel making at the Port Talbot site with a capital cost of £1.25 billion inclusive of a grant from the UK Government of up to £500 million, subject to relevant regulatory approvals, information and consultation processes, and the finalisation of detailed terms and conditions. The proposal also includes a wider restructuring of other locations and functions across TSUK.

As per local regulations in the UK, the National Consultation between TSUK and the UK multi trade union representative body (UK Steel Committee) on the asset closure plan has now been concluded. Under the proposed re-structuring programme, Port Talbot's two blast furnaces (No.5 and No.4) would get closed by end of June 2024 and latest by the end of September 2024 respectively. Following the closure of Blast Furnace No. 4, the remaining heavy end assets would wind down and the Continuous Annealing Processing Line (CAPL) would close in March 2025. TSUK has also agreed that it would continue to operate the hot strip mill through the proposed transition period and in future.

Given the risks, challenges and uncertainties associated with the underlying market and business conditions including higher inflation, higher interest rates and supply chain disruption caused by the war in Ukraine, the uncommitted nature of available financing options and pending the finalisation of funding support from the UK Government for the proposed EAF investment, there exists a material uncertainty surrounding the impact of such adversities on the financial situation of TSUK.

With respect to Tata Steel Netherland operations (TSN) which forms main part of the Mainland Europe (MLE) business, discussions with the government on the proposed decarbonisation roadmap have been initiated. The transition plan considers that the policy environment in the Netherlands and EU is supportive to the European steel industry and a level playing field would be achieved by, either one or a combination of: a) Dutch Policy developments, b) Convergence with EU on (fiscal) climate measures, enabling EU steel players to pass on costs and c) tailor made support mechanisms. In relation to the likely investments required for the de-carbonisation of TSN operations driven by regulatory changes in Europe and Netherlands, inter alia, the scenarios consider that the Dutch Government will provide a certain level of financial support to execute the decarbonisation strategy, which are being discussed between the Company/TSN and Dutch Government.

Based on the above and other available measures, MLE business is expected to have adequate liquidity to meet its future business requirements.

The recoverable value of investments held in T Steel Holdings Pte. Ltd. (TSH), a wholly owned subsidiary of the Company is dependent on the operational and financial performance of TSE, Tata Steel Minerals Canada (TSMC) and net assets of the other underlying businesses.

The recoverable value of TSE is based on fair value less cost to sell (FVLCTS) for TSUK and TSN, which inter -alia considers impact of switching the heavy end and other relevant assets to a more "Green Steel" capex base. The fair value computation uses cash flow forecasts based on most recent financial budgets, strategic forecasts and future projections taking the analysis out into perpetuity based on a steady state, sustainable cash flow reflecting average steel industry conditions between successive peaks and troughs of profitability.

Key assumptions for the fair value less cost to sell model relate to expected changes to selling prices and raw material & conversion costs, EU steel demand, energy costs, exchange rates, the amount of capital expenditure needed for decarbonisation, changes to EBITDA resulting from producing and selling steel with low embedded CO₂ emissions, levels

of government support for decarbonisation, phasing of decommissioning of legacy assets as well as the commissioning of new low CO₂ production facilities, tariff regimes and discount rates. The projections are based on the both past performance and the expectations of future performance assumptions therein. The Company estimates discount rates using post-tax rates that reflect the current market rates adjusted to reflect the way the European Union steel market would assess the specific risk. The weighted average post-tax discount rates used for discounting the cash flows projections is in the range of 8.20% - 9.11% (March 31, 2023: 7.90% to 8.80%). Beyond the specifically forecasted period, a growth rate in the range of Nil - 2.00% (March 31, 2023:1.70% - 2.00%) is used to extrapolate the cash flow projections. This rate does not exceed the average long-term growth rate for the relevant markets.

The Company has conducted sensitivity analysis on the impairment tests including sensitivity in respect of discount rates. If any of the key assumptions change, there is a risk that the headroom in the model would reduce and that the reduction in the headroom could lead to impairments of carrying amount of investments in TSH. However, the Company believes that key assumptions represent the most likely impact from decarbonisation at this point in time. Going forward, the key assumptions would be kept under review for changes, if any, based on the progress of the discussions with the government and regulators on the decarbonisation plan.

Based on above, the Company carried out an impairment assessment of its investments held in TSH, which in turn holds investments in TSE, and recognised an impairment loss of ?10,038.00 crore during the year in the standalone financial statements.

(iv) The Company, through erstwhile Tata Steel Long Products Limited ("TSLP") now merged with the Company, on July 4, 2022, completed the acquisition of Neelachal Ispat Nigam Limited ("NINL"). As on March 31, 2024, the total investment of the Company in NINL is ?14,196.82 crore.

The recoverable value of such exposure in NINL has been assessed at fair value less costs to sell using cash flow forecasts based on the most recently approved business plan for financial year 2024-25. Beyond financial year 2024-25, the cash flow forecasts is based on strategic forecasts which cover a period of eight years and future projections taking the analysis out to perpetuity. It also includes capital expenditure for capacity expansion of steel making facilities from the current 1.1 MTPA to 4.95 MTPA by financial year 2029-30 as well as estimated EBITDA changes due to implementation of the expansion strategy and operating the assets.

Key assumptions to the fair value less costs to sell model are changes to selling prices and raw material costs, steel demand, amount of capital expenditure needed for expansion of the existing facilities, EBITDA and post-tax discount rate of 10.10% (March 31, 2023: 10.10%). The estimates are based on management's best estimate of implementing the expansion strategy.

For the fair value less costs to sell model, a terminal growth rate of 4.00% (March 31, 2023: 4.00%) has been used to extrapolate the cash flows beyond the specifically forecasted period.

The outcome of the impairment assessment as on March 31, 2024 for investments held in NINL has not resulted in any impairment of investments.

The management has conducted sensitivity analysis including sensitivity in respect of discount rates, on the impairment assessment of the carrying value of investments held in NINL. The management believes that no reasonably possible change in any of the key assumptions used in the model would cause the carrying value of investments to materially exceed its recoverable value.

(vii)    Tata Steel BSL Limited (TSBSL) (formerly known as Bhushan Steel Limited) was being shown as promoter of Jawahar Credit & Holdings Private Limited ("JCHPL") and M/s Bhushan Capital & Credit Services Private Limited ("BCCSPL"). These entities were connected to the previous management of Bhushan Steel Limited. The Company has written to JCHPL, BCCSPL and the Registrar of Companies (National Capital Territory of Delhi & Haryana) intimating that TSBSL should not be identified as promoter of these companies. In view of the same, the Company currently does not exercise significant influence on these entities, and hence, these have not been considered as associates.

(viii)    The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person or entity, including foreign entities ("Intermediaries") with the understanding (whether recorded in writing or otherwise) that the Intermediaries shall, whether, directly or indirectly lend or invest in other persons / entities identified in any manner whatsoever by or on behalf of the Company ('Ultimate Beneficiaries') or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries, other than investments made by the Company aggregating ?23.50 crore during the year ended March 31, 2024 in Tata Steel Advanced Materials Limited, a subsidiary (2022-23: ?10.00 crore in Tata Steel Downstream Products Limited, ?54.69 crore in Tata Steel Advanced Materials Limited and ?68.00 crore in Tata Steel Utilities and Infrastructure Services Limited) and as set out in note 7(v), page F64 in the ordinary course of business and in keeping with the applicable regulatory requirements for onward funding to certain subsidiaries of the Company towards meeting their business requirements and / or loan repayments. Accordingly, no further disclosure, in this regard, is required.

(ix)    The Company has not received any fund from any person(s) or entity(ies), including foreign entities ("Funding Party") with the understanding (whether recorded in writing or otherwise) that the Company shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries); or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(i)    Non-current loans to related parties represents loan given to subsidiaries ?8,601.65 crore (March 31, 2023: ?32,570.29 crore).

(ii)    Current loans to related parties represent loans/advances given to subsidiaries ?236.89 crore (March 31, 2023: ?1,991.54 crore) out of which ?97.67 crore (2022-23: ?67.67 crore) is impaired respectively.

(iii)    During the year, loan amounting to ?34,168.90 crore provided to a subsidiary has been converted into equity based on the fair value of the shares of the issuer.

(iv)    Other loans primarily represent loans given to employees.

(v)    The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other so urces or kind of funds) to any other person or entity, including foreign entities ("Intermediaries") with the understanding (whether recorded in writing or otherwise) that the Intermediaries shall, whether, directly or indirectly lend or invest in other persons / entities identified in any manner whatsoever by or on behalf of the Company ('Ultimate Beneficiaries') or provide any

guarantee, security or the like on behalf of the Ultimate Beneficiaries, other than loans aggregating ?3,665.91 crore given during the year (2022-23: roll over of loan of ?1,643.45 crore) to T Steel Holdings Pte Ltd, a subsidiary and an investment holding company of the Company and as set out in note 6(viii), page F63 in the ordinary course of business and in keeping with the applicable regulatory requirements for onward funding to certain overseas subsidiaries of the Company towards meeting their business requirements and /or loan repayments. Accordingly, no further disclosure, in this regard, is required.

(vi)    The Company has not received any fund from any person(s) or entity(ies), including foreign entities ("Funding Party") with the understanding (whether recorded in writing or otherwise) that the Company shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries); or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(vii)    Disclosure as per Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 186(4) of the Companies Act, 2013.

(i)    The above loans have been given for business purpose.

(ii)    Includes inter-company loan of ?8,232.53 crore extended during the year for a period of 8 years including moratorium of interest for two and a half years.

(iii)    As at March 31, 2024, loans given to Tayo Rolls Limited have been fully impaired.

(b) Details of investments made and guarantees provided are given in note 6, page F54 and note 34B, page F109.

(viii) There are no outstanding loans/advances in nature of loan from promoters, key management personnel or other officers of the Company.

(i) Security deposits are primarily in relation to public utility services and rental agreements. It includes deposit with a subsidiary ?14.00 crore (March 31, 2023: ?14.00 crore) and deposits with Tata Sons Private Limited ?11.25 crore (March 31, 2023: ?11.25 crore).

(ii)    Non-current earmarked balances with banks represent deposits and balances in escrow account not due for realisation within 12 months from the balance sheet date. These are primarily placed as security with government bodies, margin money against issue of bank guarantees, etc.

(iii)    Current other financial assets include amount receivable from post-employment benefit funds ?74.08 crore (March 31, 2023: ?137.98 crore) on account of retirement benefit obligations paid by the Company directly.

(iv)    Non-current other financial assets include lease receivable of ?1,027.06 crore (March 31, 2023: Nil) recognised during the year ended March 31, 2024 on entering into a long-term arrangement with a joint venture to dedicate a class of its downstream assets for production of certain value added products to drive synergies at market place resulting in a gain of ?903.40 crore (2022-23: Nil) included in other income (refer note 25(iii), page F94) with corresponding tax expenses of ?227.37 crore for the year.

9. Income tax

[Item No. V(e), Page F26]

A. Income tax expense/(benefit)

The Company is subject to income tax in India on the basis of its financial statements. The Company can claim tax exemptions/ deductions under specific sections of the Income Tax Act, 1961 subject to fulfilment of prescribed conditions, as may be applicable. The Company during the year ended March 31, 2020 has opted for the new tax regime under Section 115BAA of the Act, which provides a domestic company with an option to pay tax at a rate of 22% (effective rate of 25.168%). The lower rate shall be applicable subject to certain conditions, including that the total income should be computed without claiming specific deduction or exemptions.

As per the tax laws, business loss can be carried forward for a maximum period of eight assessment years immediately succeeding the assessment year to which the loss pertains. Unabsorbed depreciation can be carried forward for an indefinite period.

(i)    Value of inventories above is stated after provisions (net of reversal) ?154.78 crore (March 31, 2023: ?653.34 crore) for write-downs to net realisable value and provision for slow-moving and obsolete items.

(ii)    The cost of inventories recognised as an expense includes reversal of ?243.15 crore (March 31, 2023: charge ?65.86 crore) in respect of write-down of inventory to net realisable value.

In determining allowance for credit losses of trade receivables, the Company has used the practical expedient by computing the expected credit loss allowance based on a provision matrix. The provision matrix takes into account historical credit loss experience and is adjusted for forward looking information. The expected credit loss allowance is based on ageing of receivables and the rates used in provision matrix.

(iii)    The Company considers its maximum exposure to credit risk with respect to customers as at March 31,2024 to be ?1,606.14 crore (March 31, 2023: ?2,561.79 crore), which is the carrying value of trade receivables after allowance for credit losses.

The Company's exposure to customers is diversified and no single customer contributes more than 10% of the outstanding receivables as at March 31, 2024 and March 31, 2023.

(iv)    There are no outstanding receivables due from directors or other officers of the Company.

(i)    Earmarked balances with banks of ?1,017.78 crore (March 31, 2023: ?1,052.96 crore) primarily includes balances held for unpaid dividends ?96.92 crore (March 31, 2023: ?90.78 crore), amount held back against the consideration payable for acquisition of a subsidiary ?828.21 crore (March 31, 2023: ^911.17 crore), bank guarantee and margin money ?92.65 crore (March 31, 2023: ?51.01 crore).

(ii)    Balances with banks are denominated and held in Indian Rupees.

^#During the year ended March 31, 2024, the Company's authorised share capital has increased, with requisite regulatory approvals, because of the mergers given effect as referred to in note 43, page F124.

* 'A' Ordinary Shares and Preference Shares included within the authorised share capital are for disclosure purposes and have not yet been issued by the Company as on March 31, 2024.

** Includes 4,370 equity shares of ?1 each, on which first and final call money has been received and the equity shares have been converted to fully paid-up equity shares but, are pending final listing and trading approval under the ISIN INE081A01020 (for fully paid shares), and hence, continue to be listed under the ISIN IN9081A01010 (for partly paid shares) as on March 31, 2024.

(i) Subscribed and paid-up capital includes 1,16,83,930 (March 31,2023: 1,16,83,930) Ordinary Shares of ?1 each fully paid-up, held by Rujuvalika Investments Limited, wholly-owned subsidiary of the Company.

(a)    26,19,94,541 Ordinary shares of face value of ?1 each were allotted to eligible shareholders of Tata Steel Long Products Limited ("TSLP"), The Tinplate Company of India Limited ("TCIL") and Tata Metaliks Limited ("TML") as on the record date as approved by the Board, pursuant to separate scheme of amalgamation of TSLP, TCIL and TML with the Company as referred to in note 43, page F124.

(b)    The Shareholders of the Company, at the 115^th Annual General Meeting held on June 28, 2022, had approved the subdivision of one equity share of face value ?10 each (fully paid-up and partly paid-up) into 10 equity share of face value ?1 each. The record date for the said sub-division was set at July 29, 2022.

(c)    During the year ended March 31, 2023, the Company had sent Reminder-cum-Forfeiture Notice to the holders of partly paid-up equity shares on which the first and final call money was unpaid. The Company had converted 3,16,580 partly paid-up shares of face value ?1 each into fully paid-up shares.

(d)    During the year ended March 31, 2023, the Board of Directors approved the forfeiture of 19,16,300 partly paid-up shares of face value of ?1 each on which the call money of ?0.7496 remained unpaid.

(iii)    As at March 31, 2024, 29,27,850 Ordinary Shares of face value ?1 each (March 31, 2023: 29,27,850 Ordinary Shares) are kept in abeyance in respect of Rights issue of 2007. As at March 31, 2024, 17,97,930 fully paid-up Ordinary Shares of face value ?1 each (March 31, 2023: 17,97,930 fully paid-up Ordinary Shares) are kept in abeyance in respect of Rights Issue of 2018.

(iv)    During the year ended March 31, 2023, ?4.18 crore proceeds from subscription to the first and final call on partly paid-up shares for Rights Issue of 2018, had been utilised for repayments of loan.

*    1,16,83,930 Ordinary Shares held by Rujuvalika Investments Limited (a wholly owned subsidiary of the Company), do not carry any voting rights.

^A During the year ended March 31, 2019, Sir Doarabji Tata Trust and Sir Ratan Tata Trust had sold their entire holdings in the Company.

@ Consequent to the sanctioned Scheme of Arrangement, 60,95,110 equity shares of Tata Steel Limited held by TMF Business Services Limited (Formerly Tata Motors Finance Limited, Promoter Group) have been transferred to Tata Motors Finance Limited (Formerly Tata Motors Finance Solutions Limited). Accordingly, as on March 31, 2024, Tata Motors Finance Limited (Formerly Tata Motors Finance Solutions Limited) has been reported under Promoter Group holding 60,95,110 equity shares of Tata Steel Limited. The Company has reported 'NIL' shareholding against TMF Business Services Limited (Formerly Tata Motors Finance Limited) within the Promoter Group.

$ Tata Capital Financial Services Limited (TCFSL) has been merged with Tata Capital Limited effective January 1, 2024. Accordingly, the entire holding of TCFSL in the Company, (8,210 shares) has been transferred from TCFSL to Tata Capital Limited and TCFSL has ceased to exist and accordingly does not form part of the Promoter Group as on March 31, 2024.

#    Change in shareholding is on account of allotment of shares to non-controlling equity shareholders of erstwhile TSLP, TCIL and TML pursuant to the separate schemes of amalgamation of TSLP, TCIL and TML into and with the Company.

(vii) 8,35,45,390 shares (March 31, 2023: 8,79,53,750 shares) of face value of    per share represent the shares underlying GDRs which were issued during 1994 and 2009. Each GDR represents one underlying Ordinary Share.

(viii)    The rights, powers and preferences relating to each class of share capital and the qualifications, limitations and restrictions thereof are contained in the Memorandum and Articles of Association of the Company. The principal rights are as below:

A.    Ordinary Shares of ?1 each

(i)    In respect of every Ordinary Share (whether fully paid or partly paid), voting right and dividend shall be in the same proportion as the capital paid up on such Ordinary Share bears to the total paid up Ordinary Capital of the Company.

(ii)    The dividend proposed by the Board of Directors is subject to the approval of the Shareholders in the ensuing Annual General Meeting, except in case of interim dividend.

(iii)    In the event of liquidation, the Shareholders of Ordinary Shares are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

B.    'A' Ordinary Shares of ?10 each

(i)    (a) The holders of 'A' Ordinary Shares shall be entitled to such rights of voting and/or dividend and such other rights

as per the terms of the issue of such shares, provided always that:

•    in the case where a resolution is put to vote on a poll, such differential voting entitlement (excluding fractions, if any) will be applicable to holders of 'A' Ordinary Shares.

•    in the case where a resolution is put to vote in the meeting and is to be decided on a show of hands, the holders of 'A' Ordinary Shares shall be entitled to the same number of votes as available to holders of Ordinary Shares.

(b) The holders of Ordinary Shares and the holders of 'A' Ordinary Shares shall vote as a single class with respect to all matters submitted for voting by shareholders of the Company and shall exercise such votes in proportion to the voting rights attached to such s hares including in relation to any scheme under Sections 391 to 394 of the Companies Act, 1956.

(ii)    The holders of 'A' Ordinary Shares shall be entitled to dividend on each 'A' Ordinary Share which may be equal to or higher than the amount per Ordinary Share declared by the Board for each Ordinary Share, and as may be specified at the time of the issue. Different series of 'A' Ordinary Shares may carry different entitlements to dividend to the extent permitted under applicable law and as prescribed under the terms applicable to such issue.

C.    Preference Shares

The Company has two classes of preference shares i.e. Cumulative Redeemable Preference Shares (CRPS) of ?100 per share

and Cumulative Convertible Preference Shares (CCPS) of ?100 per share.

(i)    Such shares shall confer on the holders thereof, the right to a fixed preferential dividend from the date of allotment, at a rate as may be determined by the Board at the time of the issue, on the capital for the time being paid up or credited as paid up thereon.

(ii)    Such shares shall rank for capital and dividend (including all dividend undeclared upto the commencement of winding up) and for repayment of capital in a winding up, pari passu inter se and in priority to the Ordinary Shares of the Company, but shall not confer any further or other right to participate either in profits or assets. However, in case of CCPS, such preferential rights shall automatically cease on conversion of these shares into Ordinary Shares.

(iii)    The holders of such shares shall have the right to receive all notices of general meetings of the Company but shall not confer on the holders thereof the right to vote at any meetings of the Company save to the extent and in the manner provided in the Companies Act, 1956, or any re-enactment thereof.

(iv)    CCPS shall be converted into Ordinary Shares as per the terms, determined by the Board at the time of issue; as and when converted, such Ordinary Shares shall rank pari passu with the then existing Ordinary Shares of the Company in all respects.

B. Items of other comprehensive income

(a) Cash flow hedge reserve

The cumulative effective portion of gains or losses arising from changes in fair value of hedging instruments designated as cash flow hedges are recognised in cash flow hedge reserve. Such changes recognised are reclassified to the statement of profit and loss when the hedged item affects the profit or loss or are included as an adjustment to the cost of the related non-financial hedged item.

The Company has designated certain foreign currency forward contracts, interest rate swaps and interest rate caps and collars as cash flow hedges in respect of foreign exchange and interest rate risks.

(ii) The amount recognised in cash flow hedge reserve (net of tax) is expected to impact the statement of profit and loss as below:

•    within the next one year: gain ?50.77 crore (2022-23: gain ?37.82 crore).

•    later than one year: gain ?26.30 crore (2022-23: gain ?82.94 crore).

(b) Investment revaluation reserve

Cumulative gains and losses arising from fair value changes of equity investments measured at fair value through other comprehensive income are recognised in investment revaluation reserve. The reserve balance represents such changes recognised net of amounts reclassified to retained earnings on disposal of such investments.

(b) Debenture redemption reserve

The provisions of the Companies Act, 2013 read with the related rules required a company issuing debentures to create a Debenture redemption reserve (DRR) of 25% of the value of debentures issued, either through a public issue or on a private placement basis, out of the profits of the company available for payment of dividend. The amounts credited to the DRR can be utilised by the company only to redeem debentures.

As per the recent amendment in the Companies (Share Capital and Debentures) Rules, 2014, a listed company issuing privately placed debentures on or after August 16, 2019, is not required to maintain additional amount in the DRR. Accordingly, the existing balance in the DRR shall be maintained to be utilised only for the redemption of existing debentures issued by the Company before August 16, 2019.

(c) General reserve

Under the erstwhile Companies Act, 1956, a general reserve was created through an annual transfer of net profit at a specified percentage in accordance with applicable regulations. Consequent to the introduction of the Companies Act, 2013, the requirement to mandatory transfer a specified percentage of net profit to general reserve has been withdrawn.

(d) Capital redemption reserve

The Companies Act, 2013 requires that when a Company purchases its own shares out of free reserves or securities premium account, a sum equal to the nominal value of the shares so purchased shall be transferred to a capital redemption reserve. The reserve is utilised in accordance with the provisions of Section 69 of the Companies Act, 2013.

(i)    As at March 31, 2024, ?2,829.25 crore (March 31, 2023: ?4,442.54 crore) of the total outstanding borrowings were secured by a charge on property, plant and equipment, inventories, receivables and other current assets.

(ii)    The security details of major borrowings as at March 31, 2024 is as below:

Loan from Joint Plant Committee-Steel Development Fund

It is secured by mortgages on all present and future immovable properties wherever situated and hypothecation of movable assets, excluding land and building mortgaged in favour of Government of India under the deed of mortgage dated April 13, 1967 and in favour of Government of Bihar under two deeds of mortgage dated May 11, 1963, immovable properties and movable assets of the Tube Division, Bearings Division, Ferro Alloys Division and Cold Rolling Complex (West) at Tarapur and all investments and book debts of the Company subject to the prior charges created and/or to be created in favour of the bankers for securing borrowing for the working capital requirement and charges created and/or to be created on specific items of machinery and equipment procured/to be procured under deferred payment schemes/ bill re-discounting schemes/asset credit schemes.

The loan was repayable in 16 equal semi-annual instalments after completion of four years from the date of the tranche.

The Company filed a writ petition being WP No. 70 of 2006 (subsequently renumbered as WPO 70 of 2006) before the High Court at Calcutta in February 2006 claiming waiver of the outstanding loan and interest and refund of the balance lying with Steel Development Fund ("SDF"). The Writ Petition was decided by judgment dated August 3, 2022. By the judgment, the High Court declared that the corpus of SDF can only be utilised for the benefit of the main steel producers. However, the waiver of loan as sought by the Company was not allowed. Hence, against the judgment the Company filed an appeal in the High Court being APO No. 85 of 2022.

The appeal has been decided on January 3, 2023. By the final order, High Court has directed the Company to submit a fresh representation to Union of India and fixed a time of three months for Union of India to take a decision on the representation. The Company has submitted the representation on March 28, 2023.

The representation of the Company was rejected by Government of India (Ministry of Steel) on December 29, 2023. By a letter of January 2024, the Company sought No-objection certificate ("NoC") from Joint Plant Committee ("JPC") for scheme of amalgamation of two of its subsidiary companies, namely Bhubaneshwar Power Private Limited and Indian Steel and Wire Products Limited. By its letter dated February 22, 2024, while NoC has been issued for the merger, JPC has directed the Company to repay the outstanding SDF loans with interest within one month.

The Company has challenged the rejection of representation by Union of India (vide its communication dated December 29, 2023) and the direction of JPC to the Company to repay the outstanding loans by filing a Writ Petition being WPO No. 227 of 2024. It was also the contention of the company that the company is entitled to refund of all sums paid by it to SDF and that the Union of India has no right to the same. On May 24, 2024, the Calcutta High Court (Single Bench) has dismissed the writ petition filed by the Company. The Company is in the process of evaluating the future course of action.

The loan as stated in the standalone financial statement includes funded interest ?1,189.92 crore (March 31, 2023: ^1,111.84 crore).

It includes ?1,639.33 crore (March 31, 2023: ?1,639.33 crore) representing repayments and interest on earlier loans for which applications of funding are awaiting sanction and is not secured by charge on movable assets of the Company.

(iii) As at March 31, 2024, the register of charges of the Company as available in records of the Ministry of Corporate Affairs (MCA) includes charges that were created/modified since the inception of the Company. There are certain charges which are historic in nature and it involves practical challenges in obtaining no-objection certificates (NOCs) from the charge holders of such charges, despite repayment of the underlying loans. The Company is in the continuous process of filing the charge satisfaction e-form with MCA, within the timelines, as and when it receives NOCs from the respective charge holders.

Note 1: Pari-passu charge on the Company's entire current assets namely stock of raw materials, finished goods, stocks-in-process, consumables stores and spares and book debts at its plant sites or anywhere else, in favour of the Bank, by way of hypothecation.

Note 2: Hypothecation first charge over inventory and receivables and other current assets on pari-passu basis with other working capital lenders of erstwhile Tata Metaliks Limited under Multiple Banking Arrangement subject to sharing of pari-passu sharing letters by such Banks.

Note 3:

a)    Kotak Bank Limited: First pari-passu charge on current assets both present and future of erstwhile Tata Metaliks Limited's Kharagpur unit, along with other lenders in multiple banking arrangement.

b)    HDFC Bank Limited: First pari-passu charge on current assets of erstwhile Tata Metaliks Limited with other WC lender.

c)    DBS Bank Limited: First pari-passu charge on the current assets of erstwhile Tata Metaliks Limited's Kharagpur unit.

d)    Bank of Baroda: First pari-passu charge on current assets of erstwhile Tata Metaliks Limited including raw materials, work in progress, finished goods and all the receivables with other working capital lenders.

e)    ICICI Bank: First pari passu charge on book debts, stock and other current assets of erstwhile Tata Metaliks Limited. (v) The details of major unsecured borrowings as at March 31, 2024 are as below:

(a) Non-Convertible Debentures (NCD):

The details of debentures issued/redeemed by the Company are as below:

(i)    7.76% p.a. interest bearing 15,000 debentures of face value ?10,00,000 each are redeemable at par on September 20, 2032.

(ii)    9.84% p.a. interest bearing 43,150 debentures of face value ?10,00,000 each are redeemable at par in 4 equal annual instalments commencing from February 28, 2031.

(iii)    8.03% p.a. interest bearing 2,15,000 debentures of face value ?1,00,000 each are redeemable at par on February 25, 2028.

(iv)    7.50% p.a. interest bearing 5,000 debentures of face value ?10,00,000 each are redeemable at par on September 20, 2027.

(v)    7.79%    p.a.    interest bearing 2,70,000 debentures of face value ?1,00,000 each are redeemable at par on March 26, 2027.

(vi)    8.15% p.a. interest bearing 10,000 debentures of face value ?10,00,000 each are redeemable at par on October 1,2026.

(vii)    7.70% p.a. interest bearing 6,700 debentures of face value ?10,00,000 each are redeemable at par on March 13, 2025.

(viii)    7.95% p.a. interest bearing 5,000 debentures of face value ?10,00,000 each has been redeemed during the year.

(ix)    Repo rate plus 4.08% p.a. interest bearing 4,000 debentures of face value ?10,00,000 each has been redeemed during the year.

(x)    8.25% p.a. interest bearing 10,000 debentures of face value ?10,00,000 each has been redeemed during the year.

(xi)    Repo rate plus 3.45% p.a. interest bearing 5,000 debentures of face value ?10,00,000 each has been redeemed during the year.

(xii)    Repo rate plus 3.30% p.a. interest bearing 10,000 debentures of face value ?10,00,000 each has been redeemed during the year.

(xiii)    7.85% p.a. interest bearing 5,100 debentures of face value ?10,00,000 each has been redeemed during the year.

(xiv)    7.85% p.a. interest bearing 10,250 debentures of face value ?10,00,000 each has been redeemed during the year.

(b) Term loans from banks/financial institutions

The details of loans from banks and financial institutions availed/repaid by the Company are as below:

(i)    Rupee loan amounting ?1,320.00 crore (March 31, 2023: ?1,320.00 crore) is repayable in 3 semi-annual instalments, the next instalment is due on August 31, 2029.

(ii)    Rupee loan amounting ?1,000.00 crore (March 31, 2023: ?1,000.00 crore) is repayable on August 30, 2029.

(iii)    Rupee loan    amounting    ?500.00 crore (March    31, 2023: ?500.00 crore) is repayable on December 11, 2027.

(iv)    Rupee loan    amounting    ?100.00 crore (March    31, 2023: ?100.00 crore) is repayable on December 8, 2027.

(v)    Rupee loan    amounting    ?400.00 crore (March    31, 2023: ?400.00 crore) is repayable on September 14, 2027.

(vi)    Rupee loan    amounting    ?595.00 crore (March    31, 2023: ?595.00 crore) is repayable in 4 semi-annual instalments, the

next instalment is due on October 16, 2026.

(vii)    Rupee loan amounting ?700.00 crore (March 31, 2023: ?700.00 crore) is repayable in 8 annual instalments, the next instalment is due on August 11, 2025.

(viii)    Rupee loan amounting ?520.00 crore (March 31, 2023: ?520.00 crore) is repayable in 5 semi-annual instalments, the next instalment is due on June 30, 2025.

(ix)    Rupee loan    amounting    ?500.00 crore (March    31, 2023: ?500.00 crore)    is repayable on June 24, 2024.

(x)    Rupee loan    amounting    ?500.00 crore (March    31, 2023: ?500.00 crore)    is repayable on June 22, 2024.

(xi)    Rupee loan    amounting    ?500.00 crore (March    31, 2023: ?500.00 crore)    is repayable on June 17, 2024.

(xii)    Rupee loan    amounting    ?912.50 crore (March    31,2023: ?926.24 crore) is repayable in 13 semi-annual instalments, the

next instalment is due on May 15, 2024.

(xiii)    Rupee loan amounting ?297.00 crore (March 31, 2023: ?300.00 crore) is repayable in 4 annual instalments, the next instalment is due on September 30, 2024.

(xiv)    Rupee loan amounting ?388.00 crore (March 31, 2023: ?396 crore) is repayable in 17 semi-annual instalments, the next instalment is due on September 30, 2024.

(xv)    Rupee loan amounting ?693.00 crore (March 31, 2023: ?700 crore) is repayable in 4 annual instalments, the next instalment is due on September 30, 2024.

(xvi)    Rupee loan amounting ?582.00 crore (March 31, 2023: ?594 crore) is repayable in 17 semi-annual instalments, the next instalment is due on September 30, 2024.

(xvii)    Rupee loan amounting ?485.00 crore (March 31, 2023: ?495 crore) is repayable in 17 semi-annual instalments, the next instalment is due on September 30, 2024.

(xviii)    Rupee loan amounting ?970.00 crore (March 31, 2023: ?990 crore) is repayable in 17 semi-annual instalments, the next instalment is due on September 30, 2024.

(xix)    USD293.33 million equivalent to ?2,446.69 crore (March 31, 2023: USD 440.00 million equivalent to ?3,616.03 crore) loan is repayable in 2 equal annual instalments, the next instalment is due on September 11, 2024.

(xx)    Rupee loan amounting ?485.00 crore (March 31, 2023: ?495 crore) is repayable in 17 semi-annual instalments, the next instalment is due on September 6, 2024.

(xxi)    Rupee loan amounting ?194.00 crore (March 31, 2023: ?198 crore) is repayable in 17 semi-annual instalments, the next instalment is due on August 31, 2024.

(xxii)    Rupee loan amounting ?533.50 crore (March 31, 2023: ?544.50 crore) is repayable in 17 semi-annual instalments, the next instalment is due on August 31, 2024.

(xxiii)    Rupee loan amounting ?450.00 crore (March 31, 2023: Nil) is repayable in 18 equal semi-annual instalments, the next instalment is due on July 1, 2024.

(xxiv)    Rupee loan amounting ?693.00 crore (March 31,2023: Nil) is repayable in 36 quarterly instalments, the next instalment is due on June 30, 2024.

(xxv) Rupee loan amounting ?1,470.00 crore (March 31,2023: ?1,500 crore) is repayable in 18 semi-annual instalments, the next instalment is due on June 29, 2024.

(xxvi) Rupee loan amounting ?490.00 crore (March 31, 2023:^500 crore) is repayable in 18 semi-annual instalments, the next instalment is due on June 29, 2024.

(xxvii)    Rupee loan amounting ?490.00 crore (March 31, 2023: ?500 crore) is repayable in 18 semi-annual instalments, the next instalment is due on June 29, 2024.

(xxviii)    Rupee loan amounting ?1,782.00 crore (March 31, 2023: Nil) is repayable in 19 semi-annual instalments, the next instalment is due on June 29, 2024.

(xxix)    Rupee loan amounting ?495.00 crore (March 31, 2023: Nil) is repayable in 19 semi-annual instalments, the next instalment is due on June 29, 2024.

(xxx)    Rupee loan amounting ?970.00 crore (March 31, 2023: ?990 crore) is repayable in 17 semi-annual instalments, the next instalment is due on June 28, 2024.

(xxxi) Rupee loan amounting ?490.00 crore (March 31, 2023: Nil) is repayable in 15 semi-annual instalments, the next instalment is due on June 19, 2024.

(xxxii)    Rupee loan amounting ?980.00 crore (March 31, 2023: Nil) is repayable in 15 semi-annual instalments, the next instalment is due on June 19, 2024

(xxxiii)    Rupee loan amounting ?1,980.00 crore (March 31, 2023: Nil) is repayable in 19 semi-annual instalments, the next instalment is due on June 14, 2024.

(xxxiv)    Rupee loan amounting ?689.00 crore as on March 31, 2023 repayable in 4 semi-annual instalments, has been fully pre-paid during the year.

(vii) Majority of floating rate borrowings are bank borrowings and debentures bearing interest rates based on Marginal Cost of Lending Rate (MCLR), Repo rate and SOFR. Of the total floating rate borrowings as at March 31, 2024, ?2,446.69 crore (March 31, 2023: ?3,616.03 crore) has been hedged using cross currency swaps and interest rate swaps, with contracts covering period of more than one year.

(ix)    Some of the Company's major financing arrangements include financial covenants, which require compliance to certain debt-equity and debt coverage ratios. Additionally, certain negative covenants may limit the Company's ability to borrow additional funds or to incur additional liens, and/or provide for increased costs in case of breach.

(x)    During March, 2024, the Company has issued and allotted non-convertible debentures aggregating ?2,700.00 crore. Out of the proceeds, ?1,950.00 crore has been utilised for the purposes mentioned in the Debenture Issue Placement Memorandum Key Information Document dated March 26, 2024 (NCD Disclosure Document) till March 31, 2024 and the unutilised amount of ?750.00 crore as at March 31, 2024 is lying temporarily in fixed deposits, keeping in line with the NCD Disclosure Document, till the funds are fully utilised for the purposes set out in the said document.

Non-current and current creditors for other liabilities include:

(a)    creditors for capital supplies and services ?2,479.28 crore (March 31, 2023: ?2,273.64 crore).

(b)    out of the total consideration paid for acquisition of a subsidiary in 2022-23, H828.21 crore (March 31, 2023: H911.17 crore) kept in Escrow Account held for resolution of the litigations and payment if required or release to the sellers at the expiry of the specified period.

(c)    liability for employee family benefit scheme ?263.71 crore (March 31, 2023: ?243.37 crore).

(d)    liability for family protection scheme ?194.21 crore (March 31, 2023: ?194.83 crore).

(e)    rebate liabilities arising from volume and price discounts ?1,054.75 crore (March 31, 2023: ?1,328.47 crore).

(i)    Non-current and current provision for employee benefits include provision for leave salaries ?1,305.56 crore (March 31,2023: ?1,278.23 crore) and provision for early separation scheme ?1,034.61 crore (March 31, 2023: ?1,111.80 crore).

(ii)    As per the leave policy of the Company, an employee is entitled to be paid the accumulated leave balance on separation. The Company presents provision for leave salaries as current and non-current based on actuarial valuation considering estimates of availment of leave, separation of employee etc.

(iii)    Non-current and current other provisions include:

(a)    provision for compensatory afforestation, mine closure and rehabilitation obligations ?1,440.35 crore (March 31, 2023: ?2,163.38 crore). These amounts become payable upon closure of the mines and are expected to be incurred over a period of 1 to 43 years.

(b)    provision for expected obligations in respect of a loss-making subsidiary ?47.33 crore (March 31, 2023: ?47.33 crore). The same is expected to be settled within one year from the reporting date.

(i)    Non-current and current advance from customer includes an interest-bearing advance of ?1,813.15 crore (March 31, 2023: ?3,811.90 crore) which would be adjusted over a period of 1.25 years against export of steel products. Amount of revenue recognised for the year ended March 31, 2024 in respect of such advances outstanding at the beginning of the year is ?2,038.97 crore (2022-23: ?1,543.07 crore). Out of the amount outstanding ?1,377.24 crore (by March 31, 2024: ?1,665.79 crore) is expected to be adjusted by March 31, 2025 and the balance thereafter.

(ii)    Statutory dues primarily relate to payables in respect of GST, excise duty, service tax, sales tax, electricity duty, water tax, VAT, tax deducted at source and royalties. Includes provision for demand notices received against alleged shortfall in dispatch of Chromite ore from the mines ?818.01 crore. The demand notices have been challenged before the Hon'ble High Court of Odisha and as per the court direction, an amount of ?218.50 crore has been paid under protest which is disclosed under other current assets and the final outcome is awaited.

(iii)    Other credit balance includes GST compensation cess and interest thereon amounting to ?1,973.38 crore (March 31,2023: ?1,678.33 crore).

(iv)    As per the Companies Act, 2013, amount required to be spent by the Company on Corporate Social Responsibility (CSR) activities during the year was ?548.58 crore (2022-23: ?474.78 crore).

During the year ended March 31, 2024 amount approved by the Board to be spent on CSR activities was ?640.00 crore (2022-23: ?481.60 crore) and the amount approved by the Board of the merged entities was ?17.01 crore (2022-23: ?21.81 crore)

During the year ended March 31,2024, in respect of CSR activities revenue expenditure incurred by the company amounted to ?580.02 crore [?579.77 crore has been paid in cash and ?0.25 crore is yet to be paid]. The amount spent relates to purpose other than construction or acquisition of any asset and out of the above, ?360.03 crore was spent on ongoing projects during the year. There was no amount unspent for the year ended March 31, 2024 and the Company does not propose to carry forward any amount spent beyond the statutory requirement.

During the year ended March 31, 2023, revenue expenditure incurred by the company amounted to ?499.93 crore [?495.42 crore has been paid in cash and ?4.51 crore is yet to be paid], which included ?316.41 crore spent on ongoing projects. There was no amount unspent for year ended March 31, 2023.

During the year ended March 31, 2024, amount spent on CSR activities through related parties was ?502.67 crore (2022-23: ?437.28 crore).

(v)    During the year ended March 31, 2024, revenue expenditure charged to the statement of profit and loss in respect of research and development activities undertaken was ?285.29 crore (2022-23: ?270.65 crore) including depreciation of ?9.00 crore (2022-23: ?8.97 crore). Capital expenditure incurred in respect of research and development activities during the year was ?11.97 crore (2022-23: ?4.27 crore).

31. Exceptional items

[Item No. VI, Page F27]

Exceptional items are those which are considered for separate disclosure in the financial statements considering their size, nature or incidence. Such items included the statement of profit and loss are as below:

(a)    During the year ended March 31, 2023, profit/(loss) on sale of non-current investments ?338.56 crore relates to profit recognised on sale of investments in an erstwhile wholly owned subsidiary to a wholly owned subsidiary of the Company.

(b)    Provision for impairment of investments/doubtful advances/other financial assets (net) ?12,971.36 crore (2022-23: ?1,056.39 crore) relates to provisions recognised for other financial assets, investments held in and loans given to subsidiaries.

(c)    Provision for impairment of non-current assets ?178.91 crore (2022-23: Nil) and restructuring and other provisions ?404.67 crore (2022-23: Nil) are in respect of surrender of Sukinda Chromite Block. During the year ended March 31, 2023, ?1.69 crore represents acquisition related expenditure incurred on stamp duty and registration fees for a portion of land parcels and buildings transferred in the name of erstwhile TSLP.

(d)    Employee separation compensation ?98.83 crore (2022-23: ?91.94 crore) relates to provisions recognised in respect of amounts payable for employee separation schemes.

(e)    Gain/(loss) on non-current investments classified as fair value through profit and loss ?18.09 crore (2022-23: gain ?30.99 crore) represents fair value changes of investments in preference shares.

The Board of Directors of the Company approved allotment of 26,19,94,541 fully paid-up equity shares of the Company, of face value ?1/- each, to eligible shareholders of TSLP, TCIL and TML consequent to the approval of the separate schemes of amalgamation by National Company Law Tribunal (NCLT). (Refer note 43, page F124).

33. Employee benefits

A. Defined contribution plans

The Company participates in a number of defined contribution plans on behalf of relevant personnel. Any expense recognised in relation to these schemes represents the value of contributions payable during the period by the Company at rates specified by the rules of those plans. The only amounts included in the balance sheet are those relating to the prior months contributions that were not due to be paid until after the end of the reporting period.

The major defined contribution plans operated by the Company are as below:

(a) Provident fund and pension

The Company provides provident fund benefits for eligible employees as per applicable regulations wherein both employees and the Company make monthly contributions at a specified percentage of the eligible employee's salary. Contributions under such schemes are made either to a provident fund set up as an irrevocable trust by the Company to manage the investments and distribute the amounts entitled to employees or to state managed funds.

Benefits provided under plans wherein contributions are made to state managed funds and the Company does not have a future obligation to make good short fall if any, are treated as a defined contribution plan.

(b) Superannuation fund

The Company has a superannuation plan for the benefit of its employees. Employees who are members of the superannuation plan are entitled to benefits depending on the years of service and salary drawn.

Separate irrevocable trusts are maintained for employees covered and entitled to benefits. The Company contributes up to 15% of the eligible employees' salary or ?1,50,000, whichever is lower, to the trust every year. Such contributions are recognised as an expense as and when incurred. The Company does not have any further obligation beyond this contribution.

The contributions recognised as an expense in the statement of profit and loss during the year on account of the above define d contribution plans amounted to ?210.42 crore (2022-23: ?195.78 crore).

B. Defined benefit plans

The defined benefit plans operated by the Company are as below:

(a) Provident fund and pension

Provident fund benefits provided under plans wherein contributions are made to an irrevocable trust set up by the Company to manage the investments and distribute the amounts entitled to employees are treated as a defined benefit plan as the Company is obligated to provide the members a rate of return which should, at the minimum, meet the interest rate declared by Government administered provident fund. A part of the Company's contribution is transferred to Government administered pension fund. The contributions made by the Company and the shortfall of interest, if any, are recognised as an expense in statement of profit and loss.

In accordance with an actuarial valuation of provident fund liabilities based on guidance issued by Actuarial Society of India and based on the assumptions as mentioned below, there is deficiency in the interest cost in respect of the entities merged with the Company wherein the expenses incurred (net) during the year ?5.21 crore (2022-23: ?7.14 crore) out of which ?0.40 crore (2022-23: ?2.08 crore) has been recognised within statement of profit and loss and ?4.81 crore (2022-23: ?5.06 crore) has been recognised within other comprehensive income, as the present value of the expected future earnings of the fund is lesser than the expected amount to be credited to the individual members based on the expected guaranteed rate of interest of Government administered provident fund.

(b) Retiring gratuity

The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees as per the Payment of Gratuity Act, 1972. The plan provides for a lump-sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 to 30 days salary payable for each completed year of service. Vesting occurs upon completion of five years of service. The Company makes annual contributions to gratuity funds established as trusts or insurance companies. The Company accounts for the liability for gratuity benefits payable in the future based on a year-end actuarial valuation.

(c) Post-retirement medical benefits

Under this unfunded scheme, employees of the Company receive medical benefits subject to certain limits on amounts of benefits, periods after retirement and types of benefits, depending on their grade and location at the time of retirement. Employees separated from the Company under an early separation scheme, on medical grounds or due to permanent disablement are also covered under the scheme. The Company accounts for the liability for post-retirement medical scheme based on a year-end actuarial valuation.

(d) Other defined benefits

Other benefits provided under unfunded schemes include post-retirement lumpsum benefits, pension payable to directors of the Company on their retirement, farewell gifts and reimbursement of packing and transportation charges to the employees based on their last drawn salary.

The defined benefit plans expose the Company to a number of actuarial risks as below:

(i)    Investment risk: The present value of the defined benefit plan liability is calculated using a discount rate determined by reference to government bond yields. If the return on plan asset is below this rate, it will create a plan deficit.

(ii)    Interest risk: A decrease in the bond interest rate will increase the plan liability. However, this will be partially offset by an increase in the value of plan's debt investments.

(iii)    Salary risk: The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in salary of the plan participants will increase the plan's liability.

(iv)    Longevity risk: The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan's liability.

The Company's investment policy is driven by considerations of maximising returns while ensuring credit quality of debt instruments. The asset allocation for plan assets is determined based on prescribed investment criteria and is also subject to other exposure limitations. The Company evaluates the risks, transaction costs and liquidity for potential investments. To measure plan assets performance, the Company compares actual returns for each asset category with published benchmarks.

(iii)    Weighted average duration of post-retirement medical benefit obligation is 9.00 years (March 31, 2023: 10.00 years). Weighted average duration of other defined benefit obligation ranges from 2.4 to 13 years (March 31, 2023: 1.9 to 15 years)

(iv)    The table below outlines the effect on post-retirement medical benefit obligation in the event of a decrease/increase of 1% in the assumptions used:

The above sensitivities may not be representative of the actual change as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

34. Contingencies and commitments

A. Contingencies

In the ordinary course of business, the Company faces claims and assertions by various parties. The Company assesses such claims and assertions and monitors the legal environment on an on-going basis with the assistance of external legal counsel, wherever necessary. The Company records a liability for any claims where a potential loss is probable and capable of being estimated and discloses such matters in its financial statements, if material. For potential losses that are considered possible, but not probable, the Company provides disclosure in the financial statements but does not record a liability in its accounts unless the loss becomes probable.

The following is a description of claims and assertions where a potential loss is possible, but not probable. The Company believes that none of the contingencies described below would have a material adverse effect on the Company's financial condition, results of operations or cash flows.

It is not practicable for the Company to estimate the timings of the cash outflows, if any, pending resolution of the respective proceedings. The Company does not expect any reimbursements in respect of the same.

Litigations

The Company is involved in legal proceedings, both as plaintiff and as defendant. There are claims which the Company does not believe to be of a material nature, other than those described below:

Income tax

The Company has ongoing disputes with income tax authorities relating to tax treatment of certain items. These mainly include disallowance of expenses, tax treatment of certain expenses claimed by the Company as deduction and the computation of or eligibility of the Company's use of certain tax incentives or allowances.

Most of these disputes and/or disallowances, being repetitive in nature, have been raised by the income tax authorities consistently in most of the years.

As at March 31, 2024, there are matters and/or disputes pending in appeal amounting to ?3,661.13 crore (March 31, 2023: ?3,617.57 crore).

The details of significant demands are as below:

(a)    Interest expenditure on loans taken by the Company for acquisition of a subsidiary has been disallowed in assessments with tax demand raised for ?1,595.14 crore (inclusive of interest)(March 31, 2023: U641.64 crore).

(b)    Interest expenditure on "Hybrid Perpetual Securities" has been disallowed in assessments with tax demand raised for ?484.78 crore (inclusive of interest) (March 31, 2023: ?484.78 crore)

In respect of above demands, the Company has deposited an amount of ?1,257.80 crore (March 31,2023: ?1,255.63 crore) as a precondition for obtaining stay. The Company expects to sustain its position on ultimate resolution of the said appeals.

Customs, excise duty, service tax and goods and services tax

As at March 31, 2024, there were pending litigations for various matters relating to customs, excise duty, service tax and GST involving demands of ?616.32 crore (March 31, 2023: ?506.71 crore).

The detail of significant demand is as below:

The Company is providing municipal services in the town of Jamshedpur as per the Lease deed dated August 20, 2005. In this regard the Company has entered into various agreements with Tata Steel Utilities and Infrastructure Services Limited ('TSUISL'), whereby TSUISL provides the services to the Company, and the Company in turn provides such services to the residents. TSUISL charges GST on the invoices raised and the Company takes Input Tax Credit (ITC) of the same in terms of the GST Laws. Further, the Company maintains Tata Main Hospital (TMH) in the town of Jamshedpur, wherein health care services are provided to employees as well as non-employees. The Company has taken ITC of GST paid on various services received which is attributable

to employees (no billing done for healthcare services). Both the above ITC was disputed by the department resulting in issuance of Show Cause Notice dated August 3, 2022. The demand in the said SCN has been confirmed vide Order in Original dated June 23, 2023. Against the said Order, the Company has preferred appeal before Commissioner (Appeals) Ranchi. The appeal is currently pending. The amount involved as on March 31, 2024 is amounting to ?154.54 crore (March 31, 2023: Nil).

Sales tax /VAT

The total sales tax demands that are being contested by the Company amounted to ?618.93 crore (March 31, 2023: ?766.91 crore).

The details of significant demands is as below:

The Company stock transfers its goods manufactured at Jamshedpur works plant to its various depots/branches located outside the state of Jharkhand across the country and these goods are then sold to various customers outside the states from depots/branches. As per the erstwhile Central Sales Tax Act, 1956, these transfers of goods to depots/branches were made without payment of Central sales tax and F-Form was submitted in lieu of the stock-transfers made during the period of assessment. The value of these sales was also disclosed in the periodical returns filed as per the Jharkhand VAT Act, 2005. The Commercial Tax Department has raised demand of Central Sales Tax by levying tax on the differences between value of sales outside the states and value of F-Form submitted for stock transfers. The tax amount involved for various assessment years 2012-13, 2014-15, 2015-16, 2016-17 and 2017-18 as on March 31, 2024 is amounting to ?221.00 crore (March 31, 2023: ?200.00 crore).

Other taxes, dues and claims

Other amounts for which the Company may contingently be liable aggregate to ?20,781.57 crore (March 31,2023: ^18,199.79 crore).

The details of significant demands are as below:

(a) The State Government of Odisha introduced "Orissa Rural Infrastructure and Socio Economic Development Act, 2004" with effect from February 2005 levying tax on mineral bearing land computed on the basis of value of minerals produced from the mineral bearing land. The Company had filed a writ petition in the Odisha High Court challenging the validity of the Act. The High Court held in December 2005 that the State does not have authority to levy tax on minerals. The State of Odisha filed an appeal in the Supreme Court against the order of the High Court. By Order dated March 30, 2011, the Supreme Court had framed questions of law and referred the matter to a nine-judge Bench. Case was listed on multiple dates in February and March, 2024. The matter was finally argued and reserved for judgment by the Constitution Bench of Nine Judges of the Supreme Court on March 14, 2024. The potential liability as at March 31, 2024 is n6,573.07 crore (March 31,2023: ?13,084.69 crore).

(b) The Company pays royalty on iron ore on the basis of quantity removed from the leased area at the rates based on notification issued by the Ministry of Mines, Government of India and the price published by Indian Bureau of Mines (IBM) on a monthly basis.

Demand of ?411.08 crore has been raised by Deputy Director of Mines, Joda, claiming royalty at sized ore rates on despatches of ore fines. The Company has filed a revision petition on November 14, 2013 before the Mines Tribunal, Government of India, Ministry of Mines, New Delhi, challenging the legality and validity of the demand raised and also to grant refund of royalty excess paid by the Company. Mines tribunal vide its order dated November 13, 2014 has stayed the demand of royalty on iron ore for Joda east of ?314.28 crore upto the period ending March 31, 2014. For the demand of ?96.80 crore for April, 2014 to September, 2014, a separate revision application was filed before Mines Tribunal. The matter was heard by Mines Tribunal on July 14, 2015 and stay was granted on the total demand with directive to Government of Odisha not to take any coercive action for realisation of the demanded amount.

The Hon'ble High Court of Odisha in a similar matter held the circulars based on which demands were raised to be valid. The Company has challenged the judgment of the High Court by a separate petition in the Hon'ble Supreme Court on April 29, 2016.

On July 16, 2019, the Company has filed rejoinders to the reply filed by State of Odisha against the revision petition. The State pressed for rejection of revision

applications citing the judgment of the High Court. The Company represented before the authorities and explained that the judgment was passed under a particular set of facts and circumstances which cannot have blanket application on the Company considering the case of the Company is factually different. On August 7, 2019, the Mines Tribunal decided to await the outcome of Special leave petition pending before the Hon'ble Supreme Court and adjourned the matter.

RAs of TSL was listed on June 10, 2020 for virtual hearing. Hearing was adjourned to November 24, 2020. On November 24, 2020 the Company's Counsel submitted that the present issue is pending before the Hon'ble Supreme Court of India in SLP (C) No. 7206 of 2016, M/s Mideast Integrated Steel Pvt. Ltd. Vs. State of Odisha & Ors. and hence, sought adjournment. State Counsel also agreed for the same.

On October 26, 2022, assessment order (for the period April' 2022 to September' 2022) was served, confirming that royalty will be paid for Calibrated Lump Ore and Fines at their respective prices published by IBM w.e.f. April, 2022. Case was listed for hearing on May 2, 2023, where Union of India did not enter appearance. The case was listed for hearing on various dates thereafter and is now listed for hearing in the week commencing October 1, 2024.

Likely demand of royalty on fines at sized ore rates as on March 31, 2024 is ?2,696.58 crore (March 31, 2023: ?2,696.58 crore).

(c) Demand notices were originally issued by the Deputy Director of Mines, Odisha amounting to ?3,827.29 crore for excess production over the quantity permitted under the mining plan, environment clearance or consent to operate, pertaining to 2000-01 to 2009-10. The demand notices have been raised under Section 21(5) of the Mines & Minerals (Development and Regulations) Act, 1957 (MMDR). The Company filed revision petitions before the Mines Tribunal against all such demand notices. Initially, a stay of demands was granted, later by order dated October 12, 2017, the issue has been remanded to the state for reconsideration of the

demand in the light of Supreme Court judgement passed on August 2, 2017.

The Hon'ble Supreme Court pronounced its judgement in the Common Cause case on August 2, 2017 wherein it directed that compensation equivalent to the price of mineral extracted in excess of environment clearance or without forest clearance from the forest land be paid.

In pursuance to the Judgement of Hon'ble Supreme Court, demand/show cause notices amounting to ?3,873.35 crore have been issued during 2017-18 by the Deputy Director of Mines, Odisha and the District Mining Office, Jharkhand.

In respect of the above demands:

•    as directed by the Hon'ble Supreme Court, the Company has provided and paid for iron ore and manganese ore an amount of ?614.41 crore during 2017-18 for production in excess of environment clearance to the Deputy Director of Mines, Odisha.

•    the Company has provided and paid under protest an amount of ?56.97 crore during 201718 for production in excess of environment clearance to the District Mining Office, Jharkhand.

•    the Company has challenged the demands amounting to ^132.91 crore in 2017-18 for production in excess of lower of mining plan and consent to operate limits raised by the Deputy Director of Mines, Odisha before the Mines Tribunal and obtained a stay on the matter. Mines Tribunal, Delhi vide order dated November 26, 2018 disposed of all the revision applications with a direction to remand it to the State Government to hear all such cases afresh and pass detailed order. On September 14, 2022, the Dy. Director of Mines, Govt. of Odisha issued a fresh demand against the Company in view of order of the State (Dept. of Steel & Mines) in Proceedings, dated 08 September, 2022 directing payment of compensation amount towards unlawful production in the mines in violation of mining plan/ consent to operate limits being a valid demand to be realised from the Revisionist i.e. the Company. Appeal has also been filed against the

same on November 3, 2022 with the Ministry of Mines. Demand amount of ?132.91 crore (March 31, 2023: ?132.91 crore) is considered contingent.

•    the Company has made a comprehensive submission before the Deputy Director of Mines, Odisha against show cause notices amounting to ?694.02 crore received during 2017-18 for production in violation of mining plan, Environment Protection Act, 1986 and Water (Prevention & Control of Pollution) Act, 1981. A demand amounting to ?234.74 crore has been received in April 2018 from the Deputy Director of Mines, Odisha for production in excess of the Environmental Clearance. The Company had filed Revision Application before the Mines Tribunal, challenging the demand. In December 2021, Mines Tribunal upheld the revision petition and the matter was remanded back to the State Government for fresh consideration. The state has so far not initiated any action. Based on the evaluation of the facts and circumstances, the Company has assessed and concluded that the said show cause notice of ?694.02 crore and demand of ?234.74 crore has not been considered as contingent liability.

•    the Company based on its internal assessment has provided an amount of ?1,412.89 crore against demand notices amounting to ?2,140.30 crore received from the District Mining Office, Jharkhand for producing more than environment clearance and the balance amount of ?727.41 crore (March 31, 2023: ?727.41 crore) is considered contingent. The Company had challenged the demand notices before Revisional Authority, Ministry of Coal, Government of India. The Revisional Authority has passed order dated October 30, 2023 and set aside the demands, being unreasonable and also remanded them back for fresh decision in accordance with law. It also opined that in case the State Authorities wish to proceed, then the Company shall be given an opportunity of hearing before a Committee, to be constituted by the Department of Mines & Geology, Government of Jharkhand. The Committee shall examine the matter factually and legally before making any decision.

B. Commitments

(a)    The Company has entered into various contracts with suppliers and contractors for the acquisition of plant and machinery, equipment and various civil contracts of capital nature amounting to ?19,181.03 crore (March 31, 2023: ?12,248.12 crore).

Other commitments as at March 31, 2024 amount to ?0.01 crore (March 31, 2023: ?300.87 crore).

(b)    The Company has given undertakings to:

(i)    IDBI not to dispose of its investment in Wellman Incandescent India Ltd.

(ii)    IDBI and ICICI Bank Ltd. (formerly ICICI) not to dispose of its investment in Standard Chrome Ltd.

(c)    The Company and Bluescope Steel Limited had given undertaking to State Bank of India not to reduce collective shareholding in Tata Bluescope Steel Private Limited (TBSPL), below 51% without prior consent of the lender. Further, the Company had given an undertaking to State Bank of India to intimate them before diluting its shareholding in TBSPL below 50%.

During the year ended March 31, 2021, the Company after obtaining a 'no objection certificate' from the lenders of TBSPL, had transferred its stake of 50% in TBSPL to its 100% owned subsidiary Tata Steel Downstream Products Limited.

During the year ended March 31, 2024, loan outstanding from State Bank of India has been repaid.

(d)    The Company has given guarantees aggregating ?8,942.14 crore (March 31, 2023: ?10,319.52 crore) details of which are as below:

(i)    in favour of Commissioner Customs for ?1.07 crore (March 31, 2023: ?1.07 crore) given on behalf of Timken India Limited in respect of goods imported.

(ii)    in favour of The President of India for ?167.55 crore (March 31, 2023: ?167.55 crore) against performance of export obligation under the various bonds executed by a joint venture Jamshedpur Continuous Annealing & Processing Company Private Limited.

(iii)    in favour of the note holders against due and punctual repayment of the 100% amounts outstanding as on March 31, 2023 towards issued Guaranteed Notes by a subsidiary, ABJA

Investment Co. Pte Ltd. for ?8,341.00 crore (March 31, 2023: ?8,218.25 crore) and Nil (March 31, 2023: ?1,853.74 crore). The guarantee is capped at an amount equal to 125% of the outstanding principal amount of the Notes as detailed in "Terms and Conditions" of the Offering Memorandum.

(iv)    in favour of ICICI Bank for ?25.18 crore (March 31, 2023: ?0.16 crore) guaranteeing the financial liability of a subsidiary BPPL for the purpose of availing banking facility for BPPL's business operations including working capital and performance contract.

(v)    in favour of SBI Bank for ?22.78 crore (March 31, 2023: ?78.60 crore) guaranteeing the financial liability of a subsidiary TSDPL for the purpose of availing banking facility for TSDPL's business operations including working capital and performance contract.

(vi)    in favour of SBI Bank for ?5.51 crore (March 31, 2023: Nil) guaranteeing the financial liability of a subsidiary Angul Energy Limited (AEL), for the purpose of availing banking facility for AEL's business operations including working capital and performance contract.

(vii)    in favour of HDFC Bank for ?293.16 crore (March 31, 2023: Nil) guaranteeing the financial liability of a subsidiary Indian Steel & Wire Products Ltd (ISWP), for the purpose of availing banking facility for ISWP's business operations including working capital and performance contract.

(viii)    in favour of ICICI Bank for ?25.87 crore (March 31, 2023: Nil) guaranteeing the financial liability of an associate TRF Limited (TRF), for the purpose of availing banking facility for TRF's business operations including working capital and performance contract.

(ix)    in favour of State Bank of India for ?59.87 crore (March 31, 2023: Nil) guaranteeing the financial liability of a Tata Steel utilities and Infrastructure Service Limited (TSUISL), for the purpose of availing banking facility for TSUISL's business operations including working capital and performance contract.

(x) i n favour of President of India for ?0.15 crore (March 31, 2022: ?0.15 crore) against advance license.

35. Other significant litigations

(a)    Odisha Legislative Assembly issued an amendment to Indian Stamp Act, 1889, on May 9, 2013 and inserted a new provision (Section 3A) in respect of stamp duty payable on grant/renewal of mining leases. As per the amended provision, stamp duty is levied equal to 15% of the average royalty that would accrue out of the highest annual extraction of minerals under the approved mining plan multiplied by the period of such mining lease. The Company had filed a writ petition challenging the constitutionality of the Act on July 5, 2013. The Hon'ble High Court, Cuttack passed an order on July 9, 2013 granting interim stay on the operation of the Amendment Act, 2013. Because of the stay, as on date, the Act is not enforceable and any demand received by the Company is not liable to be proceeded with. Meanwhile, the Company received demand notices for the various mines at Odisha totalling to ?5,579.00 crore (March 31, 2023: ?5,579.00 crore). The Company has concluded that it is remote that the claim will sustain on ultimate resolution of the legal case by the court.

I n April 2015, the Company has received an intimation from Government of Odisha, granting extension of validity period for leases under the MMDR Amendment Act, 2015 up to March 31,2030 in respect of eight mines and up to March 31, 2020 for two mines subject to execution of supplementary lease deed. Liability has been provided in the books of accounts as on March 31, 2020 as per the existing provisions of the Stamp Act 1899 and the Company had paid the stamp duty and registration charges totalling ?413.72 crore for supplementary deed execution in respect of eight mines out of the above mines.

(b)    Noamundi Iron Ore Mine of the Company was due for its third renewal with effect from January 01, 2012. The application for renewal was submitted by the Company within the stipulated time, but it remained pending consideration with the State and the mining operations were continued in terms of the prevailing law.

By a judgement of April 2014 in the case of Goa Mines, the Supreme Court took a view that second and subsequent renewal of mining lease can be effected once the State considers the application and decides to renew the mining lease by issuing an express order. State of Jharkhand issued renewal order to the Company on December 31, 2014. The State, however, took a view on interpretation of Goa Mines judgement that the mining carried out after expiry of the period of second renewal was 'illegal' and hence, issued a

demand notice of ?3,568.31 crore being the price of iron ore extracted. The said demand has been challenged by the Company before the Jharkhand High Court.

The mining operations were suspended from August 1,

2014.    Upon issuance of an express order, Company paid ?152.00 crore under protest, so that mining can be resumed.

The Mines and Minerals Development and Regulation (MMDR) Amendment Ordinance, 2015 promulgated on January 12, 2015 provides for extension of such mining leases whose applications for renewal have remained pending with the State(s). Based on the new Ordinance, Jharkhand Government revised the Express Order on February 12, 2015 for extending the period of lease up to March 31, 2030 with the following terms and conditions:

•    value of iron ore produced by alleged unlawful mining during the period January 1, 2012 to April 20, 2014 for ?2,994.49 crore to be decided on the basis of disposal of our writ petition before Hon'ble High Court of Jharkhand.

•    value of iron ore produced from April 21,2014 to July 17, 2014 amounting to ?421.83 crore to be paid in maximum 3 instalments.

•    value of iron ore produced from July 18, 2014 to August 31, 2014 i.e. ?152.00 crore to be paid immediately.

District Mining Officer Chaibasa on March 16, 2015 issued a demand notice for payment of ?421.83 crore, in three monthly instalments. The Company on March 20, 2015 replied that since the lease has been extended by application of law till March 31, 2030, the above demand is not tenable. The Company, has paid ?50.00 crore under protest on July 27, 2015, because the State had stopped issuance of transit permits.

The Company filed another writ petition before the Hon'ble High Court of Jharkhand which was heard on September 9,

2015.    An interim order was given by the Hon'ble High Court of Jharkhand on September 17, 2015 wherein the Court has directed the Company to pay the amount of ?371.83 crore in 3 equal instalments, first instalment by October 15, 2015, second instalment by November 15, 2015 and third instalment by December 15, 2015.

In view of the interim order of the Hon'ble High Court of Jharkhand ?124.00 crore was paid on September 28, 2015, ?124.00 crore on November 12, 2015 and ?123.83 crore on December 14, 2015 under protest.

The case is pending before the Hon'ble High court for disposal. The State issued similar terms and conditions to other mining lessees in the State rendering the mining as illegal. Based on the Company's assessment of the Goa mines judgement read with the Ordinance issued in the year 2015, the Company believes that it is remote that the demand of the State would sustain.

(c) The Supreme Court of India vide its order dated September 24, 2014, cancelled the coal blocks allocated to various entities which includes one coal block allocated to the Tata Steel BSL Limited ("TSBSL", entity merged with the Company in an earlier year) which were under development. Subsequently, the Government of India had issued the Coal Mines (Special Provision) Act 2015, which inter-alia deal with the payment of compensation to the affected parties in regard to investment in coal blocks. The receivable in respect of de-allocated coal block amounts to ?414.56 crore (net of provision of ?138.74 crore). The Company had filed its claim for compensation with the Government of India, Ministry of Coal. Pursuant to letter dated November 22, 2019, Ministry of Coal ('MoC') informed that all statutory license, consent approvals, permission required for undertaking of Coal mining operations in New Patrapara Coal Mine now vested to Singareni Collieries Company Ltd. ("SCCL", a state Government Undertaking). MoC /Union of India, filed supplementary affidavit dated February 11, 2020 before Delhi High Court vide which it had informed that payment of compensation can be paid to prior allottee after the mine is successfully allotted and compensation is deposited by successful allottee, following the sequence mentioned in section 9 of Coal Mine (Special Provisions) Act, 2015. It was informed that New Patrapara Coal Mine had been allocated to SCCL, a state Government Undertaking and compensation to the prior allottee to be released. MoC vide order dated May 17, 2021 had directed SCCL to pay aforesaid compensation to erstwhile TSBSL. Union of India filed affidavit dated March 6, 2023 before High Court vide which it had informed that the successful allottee i.e M/s SCCL has surrendered the New Patrapara Coal Block. High Court directed MoC and Odisha Industrial Infrastructure Development Corporation (IDCO) to file updated status report outlining the amount payable to the prior allottee and indicate the date by which amount could be disbursed. On July 5, 2023, Delhi High Court directed the State of Odisha and IDCO to release the available balance of ?105.33 crore within four weeks and also directed Union

of India to file a detailed affidavit of Additional Secretary clearly stating as to what steps are being taken to ensure that the coal block is successfully allocated in a reasonable period of time. Government of Odisha along with IDCO has released ?105.33 crore on August 8, 2023. Further, an amount of ?0.32 crore was released by IDCO on August 10, 2023 towards compensation pertaining to cost for Geological reports. Ministry of Coal has filed additional affidavit on August 9, 2023. The case was listed for hearing on various dates which were adjourned and is now listed for hearing October 15, 2024. Based on assessment of the matter by the Company, including evidence supporting the expenditure and claim and external legal opinion obtained by the Company, the aforesaid amount is considered good and fully recoverable.

(d) The Company upon merger of erstwhile Tata Steel Long Products Limited ('TSLP') in its books has a receivable of ?179.00 crore towards the de-allocated Radhikapur (East) Coal Block. Pursuant to the judgement of the Hon'ble Supreme Court, the Government of India promulgated Coal Mines (Special Provision) Act, 2015 (the "Coal Mines Act") for fresh allocation of the coal mines through auction. In terms of the Coal Mines Act, the prior allottee would be compensated for expenses incurred towards land and mine infrastructure. The validity of the Act has been challenged by Federation of Indian Mineral Industries ('FIMI') in 2019 before the Hon'ble Supreme Court to the extent that the Act does not provide grant of just, fair and equitable compensation in a time bound manner to the prior allotees of the coal blocks. TSLP filed an application on December 15, 2022, before the Hon'ble Supreme Court in the pending writ of FIMI seeking to expedite disbursement of the compensation. MoC has submitted Status Affidavit to the High Court dated March 6, 2023 in regards to ongoing case which was filed by TSLP challenging the constitutional validity of the provisions dealing with the payment of compensation to the prior allottee of the Coal Mines (Special Provisions) Act, 2015. On March 7, 2023, TSLP submitted that the Status Affidavit does not comply with the previous orders passed. The hearing took place before Delhi High Court on December 5, 2023. Next date of hearing was fixed for February 27, 2024 which was adjourned and has been listed for hearing on July 31, 2024. Based on assessment of the matter by the Company, including evidence supporting the expenditure and claim and external legal opinion obtained by the Company, the aforesaid amount is considered good and fully recoverable.

36. Capital management

The Company's capital management is intended to create value for shareholders by facilitating the achievement of long-term and short-term goals of the Company.

The Company determines the amount of capital required on the basis of annual business plan coupled with long -term and shortterm strategic investment and expansion plans. The funding needs are met through equity, cash generated from operations, long-term and short-term bank borrowings and issue of non-convertible debt securities.

The Company monitors the capital structure on the basis of net debt to equity ratio and maturity profile of the overall debt portfolio of the Company.

Net debt includes interest bearing borrowings including lease obligations less cash and cash equivalents, other bank balances (including non-current earmarked balances) and current investments.

37. Disclosures on financial instruments

This section gives an overview of the significance of financial instruments for the Company and provides additional information on balance sheet items that contain financial instruments.

The details of significant accounting policies, including the criteria for recognition, basis of measurement and the basis on which income and expenses are recognised in respect of each class of financial asset, financial liability and equity instrument are disclosed in note 2(m), page F38 to the financial statements.

(a) Financial assets and liabilities

The following tables presents the carrying value and fair value of each category of financial assets and liabilities as at March 31, 2024 and March 31, 2023.

Investments in mutual funds and derivative instruments (other than those designated in a hedging relationship) are mandatorily classified as fair value through profit and loss.

(b) Fair value hierarchy

The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Level 1 to Level 3, as described below:

Quoted prices in an active market (Level 1): This level of hierarchy includes financial assets that are measured by reference to quoted prices (unadjusted) in active markets for identical assets or liabilities. This category consists of investment in quoted equity shares and mutual funds.

Valuation techniques with observable inputs (Level 2): This level of hierarchy includes financial assets and liabilities, measured using inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices). This level of hierarchy includes the Company's over-the-counter (OTC) derivative contracts.

Valuation techniques with significant unobservable inputs (Level 3): This level of hierarchy includes financial assets and liabilities measured using inputs that are not based on observable market data (unobservable inputs). Fair value is determined in whole or in part, using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data. This Level includes investment in unquoted equity shares and preference shares.

(i)    Current financial assets and liabilities are stated at carrying value which is approximately equal to their fair value.

(ii)    Derivatives are fair valued using market observable rates and published prices together with forecasted cash flow information where applicable.

(iii)    Investments carried at fair value are generally based on market price quotations. Investments in equity shares included in Level 3 of the fair value hierarchy have been valued using the cost approach to arrive at their fair value. Cost of unquoted equity instruments has been considered as an appropriate estimate of fair value because of a wide range of possible fair value measurements and cost represents the best estimate of fair value within that range.

(iv)    Fair value of borrowings which have a quoted market price in an active market is based on its market price which is categorised as Level1. Fair value of borrowings which do not have an active market or are unquoted is estimated by discounting expected future cash flows using a discount rate equivalent to the risk-free rate of return adjusted for credit spread considered by lenders for instruments of similar maturities which is categorised as Level 2 in the fair value hierarchy.

(v)    Management uses its best judgement in estimating the fair value of its financial instruments. However, there are inherent limitations in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates presented above are not necessarily indicative of the amounts that the Company could have realised or paid in sale transactions as of respective dates. As such, fair value of financial instruments subsequent to the reporting dates may be different from the amounts reported at each reporting date.

(vi)    There have been no transfers between Level 1 and Level 2 for the years ended March 31, 2024 and March 31, 2023.

(c) Derivative financial instruments

Derivative instruments used by the Company include forward exchange contracts, interest rate swaps, currency swaps, options and interest rate caps and collars. These financial instruments are utilised to hedge future transactions and cash flows and are subject to hedge accounting under Ind AS 109 "Financial Instruments" wherever possible. The Company does not hold or issue derivative financial instruments for trading purposes. All transactions in derivative financial instruments are undertaken to manage risks arising from underlying business activities.

(d)    Transfer of financial assets

The Company transfers certain trade receivables under discounting arrangements with banks/financial institutions. Some of such arrangements do not qualify for de-recognition due to recourse arrangements being in place. Consequently, the proceeds received from transfer are recorded as short-term borrowings from banks and financial institutions. As at March 31, 2024 and March 31, 2023, there has been no such transfer of trade receivables.

(e)    Financial risk management

In the course of its business, the Company is exposed primarily to fluctuations in foreign currency exchange rates, interest rates, equity prices, liquidity and credit risk, which may adversely impact the fair value of its financial instruments.

The Company has a risk management policy which not only covers the foreign exchange risks but also other risks associated with the financial assets and liabilities such as interest rate risks and credit risks. The risk management policy is approved by the Board of Directors. The risk management framework aims to:

(i)    create a stable business planning environment by reducing the impact of currency and interest rate fluctuations on the Company's business plan.

(ii)    achieve greater predictability to earnings by determining the financial value of the expected earnings in advance.

(i) Market risk:

Market risk is the risk of any loss in future earnings, in realising fair values or in future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in interest rates, foreign currency exchange rates, equity price fluctuations, liquidity and other market changes. Future specific market movements cannot be normally predicted with reasonable accuracy.

(a)    Market risk - Foreign currency exchange rate risk:

The fluctuation in foreign currency exchange rates may have a potential impact on the statement of profit and loss and equity, where any transaction references more than one currency or where assets/ liabilities are denominated in a currency other than the functional currency of the Company.

The Company, as per its risk management policy, uses foreign exchange and other derivative instruments primarily to hedge foreign exchange and interest rate exposure. Any weakening of the functional currency may impact the Company's cost of imports and cost of borrowings and consequently may increase the cost of financing the Company's capital expenditures.

A 10% appreciation/depreciation of foreign currencies with respect to functional currency of the Company would result in an increase/ decrease in the Company's net profit/equity before considering tax impacts by approximately ?831.11 crore for the year ended March 31, 2024 (March 31, 2023: ?3,380.99 crore).

The foreign exchange rate sensitivity is calculated by assuming a simultaneous parallel foreign exchange rates shift of all the currencies by 10% against the functional currency of the Company.

The sensitivity analysis has been based on the composition of the Company's financial assets and liabilities as at March 31, 2024 and March 31, 2023 excluding trade payables, trade receivables, other derivative and non-derivative financial instruments (except investment in preference shares and loans receivable) not forming part of debt and which do not present a material exposure. The period end balances are not necessarily representative of the average balance outstanding during the period.

(b)    Market risk - Interest rate risk:

Interest rate risk is measured by using the cash flow sensitivity for changes in variable interest rates. Any movement in the reference rates could have an impact on the Company's cash flows as well as costs. The Company is subject to variable interest rates on some of its interest bearing liabilities. The Company's interest rate exposure is mainly related to debt obligations.

Based on the composition of debt as at March 31, 2024 and March 31,2023 a 100 basis points increase in interest rates would increase the Company's finance costs (before considering interest eligible for capitalisation) and consequently reduce net profit/equity before considering tax impacts by approximately ?249.43 crore for the year ended March 31, 2024 (2022-23: ?207.55 crore).

The risk estimates provided assume a parallel shift of 100 basis points interest rate across all yield curves. This calculation also assumes that the change occurs at the balance sheet date and has been calculated based on risk exposures outstanding as at that date. The period end balances are not necessarily representative of the average debt outstanding during the period.

(c) Market risk - Equity price risk:

Equity price risk is related to change in market reference price of investments in equity securities held by the Company.

The fair value of quoted investments held by the Company exposes the Company to equity price risks. In general, these investments are not held for trading purposes.

The fair value of quoted investments in equity, classified as fair value through other comprehensive income as at March 31, 2024 and March 31, 2023 was ?1,994.33 crore and ?988.94 crore, respectively.

A 10% change in equity prices of such securities held as at March 31, 2024 and March 31, 2023,

would result in an impact of ?199.43 crore and ?98.89 crore respectively on equity before considering tax impact.

(ii) Credit risk:

Credit risk is the risk of financial loss arising from counter-party failure to repay or service debt according to the contractual terms or obligations. Credit risk encompasses both the direct risk of default and the risk of deterioration of credit worthiness as well as concentration risks.

The Company has a policy of dealing only with credit worthy counter parties and obtaining sufficient collateral, where appropriate as a means of mitigating the risk of financial loss from defaults.

Financial instruments that are subject to credit risk and concentration thereof principally consist of trade receivables, loans receivables, investments in debt securities and mutual funds, balances with bank, bank deposits, derivatives and financial guarantees provided by the Company. None of the financial instruments of the Company result in material concentration of credit risk except investment in preference shares made by the Company in its subsidiary companies and loans provided to wholly owned subsidiaries.

The carrying value of financial assets represents the maximum credit risk. The maximum exposure to credit risk was ?25,304.18 crore and ?51,604.96 crore, as at March 31, 2024 and March 31, 2023 respectively, being the total carrying value of trade receivables, balances with bank, bank deposits, investments in debt securities, mutual funds, loans, derivative assets and other financial assets.

The risk relating to trade receivables is presented in note 12, page F70.

The Company's exposure to customers is diversified and no single customer contributes to more than 10% of outstanding trade receivables as at March 31, 2024 and March 31, 2023.

I n respect of financial guarantees provided by the Company to banks/financial institutions, the maximum exposure which the Company is exposed to is the maximum amount which the Company would have to pay if the guarantee is called upon. Based on the expectation at the end of the reporting period, the Company considers that it is more likely than not that such an amount will not be payable under the guarantees provided.

(iii) Liquidity risk:

Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements.

The Company has obtained fund and non-fund based working capital lines from various banks. Furthermore, the Company have access to undrawn lines of committed and uncommitted borrowing/ facilities, funds from debt markets through commercial paper programs, non-convertible debentures and other debt instruments. The Company invests its surplus funds in bank fixed deposits and in mutual funds, which carry no or low market risk.

The Company also constantly monitors funding options available in the debt and capital markets with a view to maintaining financial flexibility.

The Company's liquidity position remains strong at ?25,628.72 crore as at March 31, 2024, comprising ?6,555.14 crore in the form of current investments, cash and cash equivalents and other balances with banks (including non-current earmarked balances) and ?19,073.58 crore in committed undrawn bank lines.

38. Segment reporting

The Company is primarily engaged in the business of manufacture and distribution of steel products and is operated out of India. In accordance with Ind AS 108 "Operating Segments", the Company has presented segment information on the basis of its consolidated financial statements which forms a part of this report.

39. Related party transactions

The Company's related parties primarily consist of its subsidiaries, associates, joint ventures and Tata Sons Private Limited including its subsidiaries and joint ventures. The Company routinely enters into transactions with these related parties in the ordinary course of business at market rates and terms.

(i)    The details of remuneration paid to key managerial personnel and payment to non-executive directors are provided in note 27, page F95 & note 30, page F96 respectively.

The Company has paid dividend of ?1,22,328.00 (2022-23: ?1,73,298.00) to key managerial personnel and ?23,724.00 (2022-23: ?33,609.00) to relatives of key managerial personnel during the year ended March 31, 2024.

(ii)    During the year ended March 31, 2024, the Company has contributed ?487.84 crore (2022-23: ?599.98 crore) to post employment benefit plans.

As at March 31, 2024, amount receivable (net) from post-employment benefit fund is ?69.51 crore (March 31,2023: ?133.50 crore) on account of retirement benefit obligations paid by the Company directly.

(iii)    Details of investments made by the Company in preference shares of its subsidiaries and associates is disclosed in note 6, page F54.

(iv)    Commitments with respect to subsidiaries, associates and joint ventures is disclosed in note 34B, page F109.

(v)    Transactions with joint ventures have been disclosed at full value and not at their proportionate share.

(vi)    Dividend paid includes ?1,427.43 crore (2022-23: ?2,022.19 crore) paid to Tata Sons Private Limited.

41.    The Code on Social Security, 2020 ('Code') relating to employee benefits during employment and post-employment received Indian Parliament approval and Presidential assent in September 2020. The Code has been published in the Gazette of India and subsequently on November 13, 2020 draft rules were published and invited for stakeholders' suggestions. However, the date on which the Code will come into effect has not been notified. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective.

42.    The erstwhile Tata Steel BSL Limited was eligible under Package Scheme of Incentives, 1993, and accordingly as per the provisions of the Scheme it had obtained eligibility certificate from Directorate of Industries. As per the Scheme the Tata Steel BSL Limited has an option to defer the payment of sales tax for a period of fourteen years upto a specified limit (twenty-one years in case the specified limit is not availed in fourteen years). The said tax collected shall be paid after fourteen years in five annual equal instalments and has been recognised as deferred sales tax liability, which as at March 31, 2024 amounts to ?27.65 crore (March 31, 2023: ?24.85 crore). Post-introduction of GST, the Maharashtra government modified the scheme, whereby the Company needs to deposit the GST and claim refund of the same. During the year, the Company has recognised ?14.28 crore (2022-23: ?62.75 crore) as an income on account of such scheme.

43.    The Board of Directors of the Company at its meeting held on September 22, 2022, considered and approved the amalgamation of Tata Steel Long Products Limited ("TSLP"), Tata Metaliks Limited ("TML"), The Tinplate Company of India Limited ("TCIL"), TRF Limited ("TRF"), The Indian Steel & Wire Products Limited ("ISWP"), Tata Steel Mining Limited ("TSML") and S&T Mining Company Limited ("S&T Mining") into and with the Company by way of separate schemes of amalgamation and had recommended a share exchange ratio/cash consideration, where applicable. The equity shareholders of the entities will be entitled to fully paid-up equity shares of the Company in the ratio as set out in the respective scheme.

As part of the scheme(s) of amalgamations, equity shares and preference shares, if any, held by the Company in the above entities shall stand cancelled. No shares of the Company shall be issued nor any cash payment shall be made whatsoever by the Company in lieu of cancellation of shares of TSML and S&T Mining (both being wholly owned subsidiaries). The amalgamations will enhance management efficiency, drive sharper strategic focus and improve agility across businesses based on the strong parental support from the Company's leadership. The amalgamations will also drive synergies through operational efficiencies, raw material security and better facility utilisation. Merging entities are primarily engaged in the manufacturing of steel, pig iron, ductile iron pipe and downstream steel products.

As part of defined regulatory process, each of the above schemes has received approval(s) from stock exchanges and Securities and Exchange Board of India (SEBI). S&T Mining and TSML being wholly owned subsidiaries of the Company, approval from stock exchanges and SEBI were not required.

Each of the above schemes were filed at the relevant benches of the Hon'ble National Company Law Tribunal ('NCLT') as follows -

a)    Scheme of amalgamation of TSML with the Company - Scheme of Amalgamation has been approved and sanctioned by the NCLT Cuttack bench on August 8, 2023, with the appointed date being April 1, 2023.

b)    Scheme of amalgamation of TSLP with the Company - Scheme of Amalgamation has been approved and sanctioned by the NCLT, Cuttack bench on October 18, 2023 and by the NCLT, Mumbai bench on October 20, 2023, with the appointed date being April 1, 2022.

c)    Scheme of amalgamation of S&T with the Company- Scheme of Amalgamation has been approved and sanctioned by the NCLT Kolkata bench on November 10, 2023, with the appointed date being April 1, 2022.

d)    Scheme of amalgamation of TCIL with the Company- Scheme of Amalgamation has been approved and sanctioned by the NCLT, Mumbai bench on October 20, 2023 and by the NCLT, Kolkata bench on January 1, 2024, with the appointed date being April 1, 2022.

e)    Scheme of amalgamation of TML with the Company- Scheme of Amalgamation has been approved and sanctioned by the NCLT, Kolkata bench on December 21, 2023 and by the NCLT, Mumbai bench on January 11, 2024, with the appointed date being April 1, 2022.

f)    Scheme of amalgamation of ISWP with the Company- Scheme of Amalgamation has been approved and sanctioned by the NCLT, Kolkata Bench on May 24, 2024 and the approval and sanction of the NCLT, Mumbai Bench is awaited.

g)    Scheme of amalgamation of TRF with the Company- The respective Board of Directors of Tata Steel Limited and TRF Limited on February 6, 2024 approved the withdrawal of this Scheme. NCLT, Kolkata Bench allowed the withdrawal of the Scheme on February 7, 2024. Further, the NCLT, Mumbai bench allowed the withdrawal of the Scheme on February 8, 2024.

Further, TSML and S&T being wholly owned subsidiaries, there was no consideration paid for the amalgamation of both these subsidiaries into and with the Company.

Consequent to the scheme of amalgamation amongst TSLP and the Company and their respective shareholders becoming effective, the Board of Directors of the Company on November 22, 2023, has approved allotment of 7,58,00,309 equity shares of face value ?1/- each of the Company to eligible shareholders of TSLP holding equity shares of face value ?10/- each, as on the record date of November 17, 2023, in share exchange ratio of 67:10 as per the scheme of amalgamation. Further 14,430 fully paid-up equity shares of the Company (included within the aforementioned fully paid-up equity shares) are allotted to 'TSL-TSLP Fractional Share Entitlement Trust' (managed by Axis Trustee Services Limited) towards fractional entitlements of shareholders of TSLP.

Consequent to the scheme of amalgamation amongst TCIL and the Company and their respective shareholders becoming effective, the Board of Directors of the Company on January 21, 2024, has approved allotment of 8,64,92,993 equity shares of face value ?1/- each of the Company to eligible shareholders of TCIL holding equity shares of face value ?10/- each, as on the record date of January 19, 2024, in share exchange ratio of 33:10 as per the scheme of amalgamation. Further, 17,019 fully paid-up equity shares of the Company (included within the aforementioned fully paid-up equity shares) are allotted to 'TSL-TCIL Fractional Share Entitlement Trust' (managed by Axis Trustee Services Limited) towards fractional entitlements of shareholders of TCIL.

Consequent to the scheme of amalgamation amongst TML and the Company and their respective shareholders becoming effective, the Board of Directors of the Company on February 8, 2024, has approved allotment of 9,97,01,239 equity shares of face value ?1/- each of the Company to eligible shareholders of TML holding equity shares of face value ?10/- each, as on the record date of February 6, 2024, in share exchange ratio of 79:10 as per the scheme of amalgamation. Further, 35,744 fully paid-up equity shares of the Company (included within the aforementioned fully paid-up equity shares) are allotted to 'TSL-TML Fractional Share Entitlement Trust' (managed by Axis Trustee Services Limited) towards fractional entitlements of shareholders of TML.

The shares issued to the eligible shareholders of TSLP, TCIL and TML are listed and traded on BSE Limited and the National Stock Exchange of India Limited.

As per the requirement of accounting for common control transactions contained in Ind AS 103 "Business Combinations", the Company has accounted for the mergers sanctioned by NCLT, as aforesaid, using the pooling of interest method retrospectively. The previous year figures have been accordingly restated from April 1,2022 to include the impact of merger.

The difference between the net identifiable assets acquired and consideration paid on merger being ?791.47 crore has been accounted for as Capital reserve which constitute ?415.04 crore, ?185.31 crore and ?191.12 crore on account of merger of TSLP, TML and TCIL respectively with the Company. (Refer note 16C(e), page F80).

44.    The Board of Directors of the Company at its meeting held on February 6, 2023, considered and approved the amalgamation of Angul Energy Limited ("AEL") into and with the Company by way of a scheme of amalgamation and had recommended a cash consideration of ?1,045/- for every 1 fully paid-up equity share of ?10/- each held by the shareholders (except the Company) in AEL. Upon the scheme coming into effect, the entire paid-up share capital of AEL shall stand cancelled in its entirety.

The amalgamation will ensure consolidation of power assets under a single entity, leading to increased plant reliability, optimisation of power utilisation and other operation and cost synergies. Further, such restructuring will lead to simplification of group structure by eliminating multiple companies in similar operation, optimum use of infrastructure, rationalisation of cost in the areas of operations and administrative overheads, thereby maximising shareholder value of the Company post amalgamation.

As part of the defined regulatory approval process, this scheme has received approval(s) from stock exchanges and SEBI. Thereafter, the scheme has been filed at the relevant benches of the NCLT. The scheme has been approved by the shareholders of Tata Steel Limited on February 9, 2024. The Scheme has been approved and sanctioned by the NCLT, Delhi Bench on April 18, 2024. The approval and sanction of the NCLT, Mumbai Bench is awaited.

45.    The Board of Directors of the Company at its meeting held on November 1,2023, considered and approved the amalgamation of Bhubaneshwar Power Private Limited ('BPPL') into and with the Company, by way of scheme of amalgamation.

As part of the scheme, equity shares and preference shares, if any, held by the Company in BPPL shall stand cancelled. No shares of the Company shall be issued, nor any cash payment shall be made whatsoever by the Company in lieu of cancellation of shares of BPPL (being wholly owned subsidiary).

The scheme has been filed with the Hyderabad bench of the NCLT and sanction is awaited, filing of the scheme with the Mumbai bench of the NCLT has been dispensed with.

46.    Consequent to the whistle-blower complaint in the Company's Graphene Business Division, the Company has carried out a detailed assessment and review of the matter and made the accounting adjustments/provisions, as appropriate, in the books of account, which were not material to the financial statements. Based on the assessment(s) and review, it has been concluded that there has not been any fraud under Section 447 of the Companies Act, 2013. A report under sub-section (12) of Section 143 of the Companies Act, 2013 has been filed by the statutory auditors in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.

47.    With effect from April 1, 2023, the Ministry of Corporate Affairs (MCA) has made it mandatory for every company, which uses accounting software for maintaining its books of account, to use only such accounting software which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled.

The Company uses multiple accounting software including SAP HANA Enterprise Resource Planning (ERP) software to maintain its books of accounts. Implementation of the above notification to ensure enabling appropriate audit log on financial tables in aforesaid SAP HANA, which have high frequency database operations would lead to a severe system performance degradation thereby adversely impacting business operations and users, besides requiring significant additional storage and supporting infrastructure.

With a view to address the above challenges while ensuring compliance with the MCA notification and mitigate the risks involved therein, the Company has appropriately designed and implemented alternate mitigating controls over direct change at database level.

50. Dividend

The dividend declared by the Company is based on profits available for distribution as reported in the standalone financial statements of the Company. On May 29, 2024 the Board of Directors of the Company had proposed a dividend of ?3.60 per Ordinary share of ?1 each in respect of the year ended March 31, 2024 subject to the approval of shareholders at the Annual General Meeting. If approved, the dividend would result in a cash outflow of approximately ?4,494.07 crore.