Tata Chemicals Ltd Directors Report

TO THE MEMBERS OF TATA CHEMICALS LIMITED

The Directors hereby present their Eighty-Sixth (86^th) Annual Report on the performance of Tata Chemicals Limited (the Company) together with the Audited Financial Statements for the Financial Year (FY) ended March 31, 2025.

1. Financial Results

Rs in crore

	Standalone		Consolidated
Particulars	Year ended	Year ended	Year ended	Year ended
	March 31,2025	March 31,2024	March 31,2025	March 31,2024
Revenue from continuing operations	4,441	4,384	14,887	15,421
Earnings before Interest,Taxes, Depreciation, and Amortisation (EBITDA)	818	875	1,953	2,847
Depreciation and amortisation expense	369	295	1,123	980
Earnings before Interest and Taxes (EBIT) (before other Income)	449	580	830	1,867
Other Income	319	383	225	286
Earnings before Interest and Taxes (EBIT) (after other Income)	768	963	1,055	2,153
Finance costs	144	49	563	530
Profit before exceptional items, share of profit of joint ventures and associate and tax	624	914	492	1,623
Exceptional items (net)	-	102	(125)	(861)
Profit before share of profit of joint ventures and associate and tax	624	1,016	367	762
Share of profit of joint ventures and associate	-		154	68
Profit before tax	624	1,016	521	830
Tax expense	100	120	167	381
Profit from continuing operations aftertax	524	896	354	449
Profit/(loss) from discontinued operations aftertax	33	-	33	(14)
Profit for the year	557	896	387	435
Attributable to:
Equity shareholders of the Company	557	896	235	268
Non-controlling interests	-	-	152	167
Other comprehensive income COCI1)	(706)	2,283	(501)	2,814
Total comprehensive income	(149)	3,179	(114)	3,249
Balance in Retained earnings at the beginning of the year	7,798	7,357	9,258	9,582
Profit for the year (attributable to equity shareholders of the Company)	557	896	235	268
Remeasurement of defined employee benefit plans (net of tax)	(6)	(9)	168	(30)
Dividends including tax on dividend	(382)	(446)	(382)	(446)
Acquisition of non-controlling interests	-	-	-	(116)
Balance in Retained earnings at the end of the year	7,967	7,798	9,279	9,258

2. Dividend

For FY 2024-25, the Board of Directors has recommended a dividend of Rs 11 per share i.e. 110% (Previous year: Rs 15 per share i.e. 150%) on the Ordinary Shares of the Company. If declared at the ensuing Annual General Meeting (AGM), the total dividend outgo during FY 2025-26 would amount to Rs 280 crore (Previous year: Rs 382 crore). The Company has fixed Thursday, June 12, 2025 as theRecord date for determining entitlement of Members to dividend for the financial year ended March 31, 2025, if declared at the AGM.

3. Performance Review & State of Companys Affairs

3.1 Consolidated:

On a consolidated basis, the Revenue from operations for FY 2024-25 stood at Rs 14,887 crore (Previousyear: Rs 15,421 crore) and EBITDA for FY 2024-25 stood at Rs 1,953 crore (Previous year: Rs 2,847 crore). The results were impacted negatively mainly on account of lower soda ash prices. Profit before tax (before exceptional items) for FY 2024-25 stood at Rs 492 crore (Previous year: Rs 1,623 crore). Exceptional item of Rs 125 crore includes one-time non-cash expenses on account of closure of soda ash plant at Lostock, UK. Profit after tax for continuing operations for FY 2024-25 stood at Rs 354 crore (Previous year: Rs 449 crore).

3.2 Standalone:

On a standalone basis, the Revenue from operations for FY 2024-25 stood at Rs 4,441 crore (Previous year: Rs 4,384 crore). EBIDTA for FY 2024-25 stood at Rs 818 crore (Previous year: Rs 875 crore), the results were impacted negatively mainly on account of soda ash pricing pressures. Profit before tax (before exceptional items) for FY 2024-25 stood at Rs 624 crore (Previous year: Rs 914 crore). Profit after tax for continuing operations stood at Rs 524 crore (Previous year: Rs 896 crore).

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

4. Management Discussion & Analysis

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

5. Business Overview

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

The Basic Chemistry segment comprises key inorganic chemicals, primarily Soda Ash, Salt and Sodium Bicarbonate. This business is driven by economies of scale, supply chain efficiencies, and strong customer relationships and service excellence. The segment has a global manufacturing footprint, spanning across four continents, North America (USA), Europe (UK), Africa (Kenya) and Asia (India), ensuring a resilient and competitive market presence.

These inorganic chemicals cater to a wide range of industries, including Glass (Automotive, Architectural, Solar and Container), Detergents, EV Batteries, Food, Pharmaceuticals, Animal Feed, and Industrial Chemicals, playing a crucial role in diverse applications.

The Specialty Products segment is defined by chemistry- driven differentiation and innovation. This portfolio includes three key product categories viz. Specialty Silica, Prebiotics and Agri Inputs.

• Specialty Silica is designed to meet the needs of the Rubber and Tyre industries.

• Prebiotics find applications across Food, Animal Feed and Pharmaceuticals.

• RaMis India Limited (Rallis), a listed subsidiary of the Company, manufactures and markets a comprehensive range of Agri Inputs, including Seeds, catering to both Indian and global agricultural markets.

The Basic Chemistry segment is set for expansion through increased capacities in core products, leveraging cost efficiencies to enhance competitiveness. The growing demand for Soda Ash is further driven by its applications in Solar Glass (critical for solar power generation) and Lithium Carbonate. Meanwhile, the Specialty Products segment remains focused on value maximization through a sustainable product portfolio, with a strong emphasis on low-carbon-footprint Specialty Silica and fermentation-based Prebiotics, aligning with the Companys long-term vision for responsible growth. The Company is reinforcing its commitment to Green Chemistry, positioning Sustainability as a key value driver.

5.1 Basic Chemistry Products Standalone (India)

For FY 2024-25, the revenues from the Basic Chemistry Products business stood at Rs 4,289 crore, higher by 2% over the previous year.

Soda Ash

Volume Growth of Soda Ash was driven on the back of domestic demand which increased by 5-6% during FY 2024-25.

Sale of Soda Ash for FY 2024-25 stood at 7.17 lakh MT, an increase of 11.8% over the previous year, ahead of market growth.

Fiscal year 2024-25 saw strong demand growth of Soda Ash globally. This growth was primarily driven by China while other regions experienced subdued expansion. Chinas strong demand growth continued through Q1 leading to reduction in Chinas overall export volume. The US achieved record export volumes, though domestic demand softened. Europe and Africa experienced stable-to-muted demand. While demand remained subdued across most regions globally (excluding China), the soda ash industry saw the decommissioning of certain units in Europe, totalling 0.71 million Metric Tonne (MMT). Additionally, approximately 6.2 MMT of new capacities were added in 2024. The decline in Chinas domestic demand growth in the second

half of the year, coupled with weak market conditions, resulted in an oversupply situation.

In FY 2024-25, demand across all end-use sectors remained flat to marginally positive, with domestic soda ash demand increasing by 5-6%. Domestic demand was largely met by domestic producers and imports which remained at previous year level. Domestic demand was majorly driven by the Glass Industry with new lines getting commissioned for flat glass and solar glass. Detergent demand remained mixed and largely flat due to extended monsoons and fluctuations in raw material prices and volumes. Product prices remained unchanged with increase in discount by domestic producers due to over supplies in the market for soda ash.

Sodium Bicarbonate

The Company sells sodium bicarbonate under the brands - Sodakarb (food grade), Alkakarb (feed grade), Speckarb (industrial grade) and Medikarb (pharma grade) as value added products.

Sales of sodium bicarbonate stood at 1.47 lakh MT, an increase of 17.6% over the previous year, ahead of market growth. Sodium Bicarbonate market demand in India was primarily driven by Flue Gas Treatment industries & Food industries. Industrial demand remained mixed, while textiles and dyes held stable. Flowever, prices saw reduction mainly due to increased competitive activity in domestic market.

Salt

*

The demand growth for salt was flat at 13.48 lakh MT from the Companys key customer, Tata Consumer Products Limited during the year. The Company recorded production of salt at 13.80 lakh MT during FY 2024-25. Trials are in progress to explore the industrial salt and pure salt sales and maximize capacity utilization.

Other Inorganic Chemicals

Sale of cement stood at 3.75 lakh MT, an increase of 51.8% over previous year. Bromine production was impacted due to bittern dilution.

Subsidiaries

Tata Chemicals North America Inc., USA (TCNA)

During FY 2024-25, overall revenue for TCNA decreased by 2% to Rs 5,261 crore from Rs 5,377 crore in the previous year due to lower soda ash price.

EBITDA registered a decrease of 40% to Rs 648 crore against Rs 1,087 crore in the previous year. TCNA registered a profit after tax of Rs 61 crore during the year as against a profit ofRs 457 crore in the previous year.

TCE Group Limited, UK (TCE group)

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

Total revenue from the UK Operations for FY 2024-25 was Rs 2,007 crore against Rs 2,404 crore in the previous year, registering a decline of 17%.

EBITDA for FY 2024-25 for the UK Operations was Rs 25 crore against Rs 347 crore and the loss after tax was Rs 423 crore as against the loss Rs 992 crore in the previous year. The loss included one-time exceptional non-cash expenses of Rs 125 crore on account of closure of soda ash plant at Lostock, UK.

The performance was affected negatively due to lower volumes on account of closure of Lostock unit in January and lower soda ash prices compared to previous year.

Tata Chemicals Magadi Limited, Kenya (TCML)

During FY 2024-25, TCML achieved a revenue of Rs 612 crore as against revenue ofRs 640 crore in the previous year, a decline of 4%. For FY 2024-25, TCML registered an EBITDA of Rs 142 crore against Rs 211 crore in the previous year. TCML recorded a net profit of Rs 118 crore in FY 2024- 25 against a net profit of Rs 134 croreinthepreviousyear. The results were impacted negatively mainly due to pricing pressures.

>.2 Specialty Products Standalone

Silica

With an installed capacity for silica of 10,800 MT, the Company has produced 7,644 MT silica and with complete utilisation for tyre grade. In order to meet growing demand of tyre and rubber customers, the Company has successfully converted Food grade line to Rubber and Tyre grade line in FY 2024- 25.

Flighly Dispersible Silica (FIDS) supply was 1,941 MT during FY 2024-25 which is a significant increase of 76% as compared to previous year.

Tyre labelling norms are expected to continue driving demand of FIDS, further supported by the growth of demand of performance tyre in EV segment. Demand of Rice Husk Ash (RHA) based silica is growing fast on the back of sustainability target adopted by Tyre industry.

Prebiotics

In FY 2024-25 saw Fructooligosaccharides (FOS) sales volume reaching 2,922 MT which is 74% growth over previous

year, reflecting the growing demand and trust in the prebiotics offering.

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

Business was able to successfully convert large local customers in the area of biscuits, cookies & confectionery, further strengthening our presence in these segments. In addition to our core segments, the pet food market promises as a significant growth area. Market expansion remains our key focus, with continued growth from the USA and South East Asia. Additionally, promising opportunities are emerging from the European Union. The Mambattu facility has been qualified by several global customers, positioning the Company to reach full capacity utilization in the coming year.

Increasing domestic applications and usages are driving the sale within India. Local customers with global presence are further facilitating expansion into new geographies.

Subsidiary

Rallis India Limited (Rallis)

Rallis India Limited, the Companys listed subsidiary, is a prominent player in the agri inputs sector.

Rallis revenue from operations for FY 2024-25 was Rs 2,663 crore, compared to Rs 2,648 crore during FY 2023-24, increase of 1% from the previous year. Profit before tax after exceptional item was Rs 187 crore during the year, compared to Rs 196 crore in the previous year. Rallis earned a net profit after tax ofRs 125 crore, a decrease of 16%compared toa net profit aftertax ofRs 148crore in the previous year.

Overall Crop Care revenue has reached Rs 2,245 crore in FY 2024-25 with 1% growth amid challenges in Exports business. The Crop Care B2C business remained resilient and grew volumetrically by 9%. Soil and Plant FHealth and FHerbicides businesses clocked 23% and 24% respectively in line with our growth strategy. In contrast, exports continued to be under pressure due to higher capacity and an oversupply situation from China, resulting in an overall decline of 15%.The Seeds business has continued to perform well, with the notable cotton brand "Diggaz" in North India, despite reduced crops acreage, which resulted in Rs 418 crore revenue in FY 2024-25 as against Rs 416 crore in Previous year.

6. Finance and Credit Ratings

During the year, the focus has been primarily on cash conservation, liquidity management, interest cost reduction and optimized utilization of working capital bank facilities.

The Company raised Rs1,700 crore by issuing 7.81% Listed, Unsecured, Rated, Redeemable, Non-Convertible Debentures on private placement basis for repaying loans in its Singapore & UK subsidiaries. Consequently, Tata Chemicals International Pte. Limited (TCIPL), Singapore, fully repaid its US$ 178.5 million long-term loan. Long-term loan of US$ 95 million at Tata Chemicals North America Inc. was refinanced at a lower interest rate. Working capital facilities were also renegotiated and renewed as applicable across geographies.

During FY 2024-25, Rallis, a subsidiary and Indo Maroc Phosphore SA (IMACID), a joint venture, paid dividends of Rs 27 crore (FY 2023-24: Rs 24 crore) and Rs 139 crore (FY 2023-24: Rs 136 crore) respectively to the Company. Tata Chemicals South Africa (Pty) Limited, a subsidiary paid dividend of South African Rand 30.0 million (Rs 14 crore) [FY 2023-24: Nil] and TC Africa FHoldings Limited, a subsidiary paid dividend of ? 1.2 million (Rs 13 crore) [FY 2023-24: Nil],

For the year under review, the Company sought ratings for its Non-Convertible Debentures issued in August 2024 and all the Companys credit ratings were reaffirmed.

The Company as on March 31, 2025 had the following credit ratings:

Long-Term Corporate Family Rating - Foreign Currency of Bal/Stable from Moodys Investors Services;

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

Long-Term bank facilities (fund-based limits) ofRs 1,300 crore and Non-Convertible Debentures are rated at CARE AA+ (Outlook: Stable) and short-term bank facilities (non-fund based limits) of Rs 2,000 crore are rated at CARE A1+, by CARE Ratings; and

Commercial Paper ofRs 100 crore is rated at CRISIL A1 + and Non-Convertible Debentures are rated at CRISIL AA+/ Stable by CRISIL Ratings.

7. Dividend Distribution Policy

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

8. Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profits for FY 2024-25 in the retained earnings.

9. Deposits from Public

The Company has not accepted any deposits from public and as such no amount on account of principal or interest on deposits from public was outstanding as on March 31, 2025.

10. Business Responsibility & Sustainability Report

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

11. Related Party Transactions

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

All related party transactions entered into during LY 2024-25 were on arms length basis and in the ordinary course of business and were reviewed and approved by the Audit Committee. With a view to ensure continuity of day-to- day operations, an omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arms length basis. A statement giving details of all related party transactions entered pursuant to the omnibus approval so granted is placed before the Audit Committee on a quarterly basis for its review. The related party transactions entered into pursuant to the omnibus approval so granted are also reviewed as part of the internal audit by an independent external firm on a half-yearly basis.

During the year under review, the Company did not enter into any contracts or arrangements with related parties pursuant to Section 188(1) ofthe Act read with the relevant rule and no material related party transactions were entered into. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) ofthe Act read with Rule 8(2) ofthe Companies (Accounts) Rules, 2014 in Lorm AOC-2 is not applicable to the Company for LY 2024-25 and hence does not form part of this Integrated Annual Report.

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

The details ofthe transactions with related parties are provided in the accompanying Linancial Statements.

12. Risk Management

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

The Risk Management Policy of the Company which is approved by the Risk Management Committee ofthe Board (RMC) and the Board of Directors, provides the framework of Enterprise Risk Management (ERM) by describing mechanisms for the proactive identification and prioritisation of risks based on the scanning ofthe external environment and continuous monitoring of internal risk factors. The ERM framework identifies, evaluates, manages and reports risks arising from the Companys operations and exogenous factors.

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

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

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

Considering the volatility, uncertainties and unprecedented challenges involved in the businesses, the risk management

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

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

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

13. Corporate Social Responsibility

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

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

Building economic capitakThe Company focusses on poverty alleviation and creating livelihoods, improving quality of life linked to farm and non-farm based activities.

Ensuring environmental integrity: The Companys main focus is on management of natural resources and conservation of environment. The key programmes include land and water management activities though its Jal Dhan program, waste management, greening, preservation of biodiversity and mitigation of climate change impacts.

Enablers for social, economic and environmental development: The Companys programmes focus on health and nutrition, education and clean drinking water.

The Company works on both preventive and curative health aspects, provides health care services and also conducts regular health and nutrition camps.The education programme focusses on students starting from primary to the post-graduation level. Educational support is provided for enrolment of children and improving quality of education. The Company helps to provide clean water through roof rainwater harvesting structures,

installation and maintenance of drinking water pipelines and supporting communities with water purifier systems.

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

Women empowerment, reducing inequality of marginalised communities (through Affirmative Action program), partnerships for achieving goals and setting up as well as nurturing sustainable social enterprise models (Okhai) are key initiatives for achieving the same.

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

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

The Annual Report on CSR activities for FY 2024-25 is enclosed as Annexure 1 to this Report.

14. Whistleblower Policy and Vigil Mechanism

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

A dedicated third-party Ethics Helpline has been set up which is managed by an independent professional organisation for confidentially raising any ethical concerns or practices that violate the Tata Code of Conduct. The Ethics helpline services include toll-free number, web access, postal services and e-mail facilities. The Policy is available on the website of the Company at: https://www.tatachemicals.com/WhistleblowerPolicv.htm.

15. Prevention of Sexual Harassment

Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (POSH Act) and Rules made thereunder, the Company has formed an Internal Committee (1C) for its workplaces to address complaints

pertaining to sexual harassment in accordance with the POSH Act. The Company has a detailed policy for prevention of sexual harassment at workplace which ensures a free and fair enquiry process with clear timelines for resolution.

The Policy is uploaded on the website ofthe Company at https:// www.tatachemicals.com/upload/content pdf/POSH Policv.pdf No complaints were pending at the beginning ofthe financial year. During the year under review, one concern was reported which was investigated and appropriate action was taken. No complaint was pending as at the end ofthe financial year.

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

16. Particulars of Loans, Guarantees and Investments

During the year under review, the Company has invested in the preference shares of its subsidiary company, TCIPL, Singapore an amount of US$ 200 million.The Company sold 58,322 equity shares of IFCI Venture Capital Funds Ltd. for Rs 0.18 crore by opting for the buy-back offer.

During the year under review, the Company continued with the corporate guarantee of US$ 54.6 million and ? 84 million in relation to outstanding loans at Homefield Private UK Limited and Natrium Holdings Limited, respectively.

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

17. Consolidated Financial Statements

The Consolidated Financial Statements of the Company and its subsidiaries for FY 2024-25 are prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of the SEBI Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The Audited Consolidated Financial Statements together with the Auditors Report thereon form part of this Integrated Annual Report.

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

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

18. Subsidiary Companies, Joint Ventures and Associate

As on March 31, 2025, the Company had 22 (direct and indirect) subsidiaries (2 in India and 20 overseas), 3 Joint Ventures (JV) and 1 Associate. There has been no material change in the nature ofthe business ofthe subsidiaries.

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

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

19. Internal Financial Controls

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

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

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

20. Directors Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost

and secretarial auditors and external consultant(s), including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2024-25.

Accordingly, pursuant to Sections 134(3)(c) and 134(5) of the Act, the Directors, to the best of their knowledge and ability, confirm that for the year ended March 31, 2025:

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

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

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

21. Corporate Governance and Compliance

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

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

At Tata Chemicals, human rights is also an integral aspect of doing business and the Company is committed to respect and protect human rights to remediate adverse human rights impacts that may be resulting from or caused by the Companys

businesses. In furtherance to this, the Company has adopted the Tata Business and Fluman Rights Policy which aligns with the principles contained in the Universal Declaration of Fluman Rights, International Labour Organisations (ILO), Declaration on Fundamental Principles and Rights at Work and the United Nations Guiding Principles on Business and Fluman Rights and is consistent with the Tata Code of Conduct.

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

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

22. Directors and Key Managerial Personnel Directors Cessation

During the year under review, Ms. Vibha Paul Rishi (DIN: 05180796) ceased to be an Independent Director of the Company on completion of her tenure with effect from August 31,2024.The Board places on record its appreciation for her invaluable contribution and guidance during her tenure as an Independent Director.

Re-appointment

The Shareholders of the Company at the 85^th AGM held on June 26, 2024, approved the re-appointment of Dr. C. V. Natraj (DIN: 07132764) as an Independent Director of the Company for a second term commencing from August 8, 2024 upto July 30,2028, (both days inclusive) i.e. upto the retirement date as per the retirement age policy for Directors of the Company and re-appointment of Mr. K.B.S. Anand (DIN: 03518282) as an Independent Director of the Company for a second term of five (5) consecutive years commencing from October 15, 2024 upto October 14,2029 (both days inclusive).

Mr. Rajiv Dube (DIN: 00021796) will complete his first term of five (5)years as Independent Director ofthe Company on September 17, 2025. On the recommendation of the Nomination & RemunerationCommitteeandtheBoardofDirectors,theproposal for re-appointment of Mr. Rajiv Dube as Independent Director ofthe Company for a second term of five (5) consecutive years commencing from September 18, 2025 to September 17, 2030 (both days inclusive), is being included in the Notice of the ensuing 86^th AGM for approval ofthe shareholders.

Independent Directors

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

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

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

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

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

Key Managerial Personnel (KMP)

In terms of the provisions of Section 2(51) and Section 203 of the Act, the following are the KMP of the Company as on March 31, 2025:

• Mr. R. Mukundan, Managing Director & CEO

• Mr. Nandakumar S. Tirumalai, Chief Financial Officer

• Mr. Rajiv Chandan, Chief General Counsel & Company Secretary

Procedure for Nomination and Appointment of Directors

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

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

The list of core skills, expertise and competencies of the Board of Directors as are required in the context of the businesses and sectors applicable to the Company are identified by the Board and are available with the Board. The Directors have also reviewed the list of core skills, expertise and competencies which were mapped against them. The same is disclosed in the Corporate Governance Report forming part of this Integrated Annual Report.

Scientific Advisory Board

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

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

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

Board Evaluation

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

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

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

In a separate meeting, the Independent Directors evaluated the performance of Non-Independent Directors and performance of the Board as a whole including the Chairman of the Board taking into account the views of Executive Directors and Non-Executive Directors.The NRC reviewed the performance of the Board, its Committees and of the Individual Directors.The same was discussed in the Board Meeting that followed the meeting of the Independent Directors and the NRC, at which the feedback received from the Directors on the performance of the Board and its Committees was also discussed.

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

23. Remuneration Policy

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

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

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

25. Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (Rules) are enclosed as Annexure 3 forming part of this Report. The statement

containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Rules also forms part of this Report. Further, the Report and the Accounts are being sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement will be open for inspection upon request by the Members. Any Member interested in obtaining such particulars may write to the Company Secretary at investors@tatachemicals.com.

26. Auditors

I. Statutory Auditors

At the 83^rd AGM held on July, 6, 2022, B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022) were appointed as Statutory Auditors of the Company for a second term of five (5) consecutive years upto the 88^th AGM by the Members to be held in 2027.

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

II. Cost Auditors

As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to prepare, maintain as well as have the audit of its cost records conducted by a Cost Accountant and accordingly, it has made and maintained such cost accounts and records.The Board, on the recommendation of the Audit Committee has appointed D. C. Dave & Co., Cost Accountants (Firm Registration No. 000611) as the Cost Auditors of the Company for FY 2025-26.

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

The remuneration payable to the Cost Auditors is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution seeking Members ratification for the remuneration payable to D. C. Dave & Co., forms part of the Notice of the 86^th AGM forming part ofthis Integrated Annual Report.

III. Secretarial Auditors

In terms of Section 204 of the Act and Rules made thereunder, Parikh & Associates, Practicing Company Secretaries (Firm Registration No. P1988MH009800) were appointed as Secretarial Auditors of the Company to carry out the Secretarial Audit for FY 2024-25. The report of the Secretarial Auditors for FY 2024-25 is enclosed as Annexure 4 forming part of this Report.

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

Further, in terms of Section 204 of the Act and Regulation 24Aofthe SEBI Listing Regulations, the Board of Directors has, on the recommendation of the Audit Committee, approved the appointment of Parikh & Associates, as the Secretarial Auditors of the Company, to hold office for a term of five (5) consecutive years with effect from financial year 2025-26 to financial year 2029-30, subject to approval of the Members of the Company at the ensuing AGM. Accordingly, a resolution seeking Members approval for appointment of Secretarial Auditors of the Company forms part of the Notice of the 86^th AGM forming part of this Integrated Annual Report.

27. Reporting of Fraud

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instance of fraud committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Act, details of which need to be mentioned in this Report.

28. General Disclosures

I. Details of Board Meetings

During the year under review, six (6) Board Meetings were held, details of which are provided in the Corporate Governance Report.

II. Composition of Audit Committee

The Audit Committee comprised five (5) Members out of which four (4) are Independent Directors and one (1) is a Non-Executive Director. During the year under review, seven (7) Audit Committee Meetings were held, details of which are provided in the Corporate Governance Report. During the year under review, there were no instances when the recommendations of the Audit Committee were not accepted by the Board.

III. Composition of CSR Committee

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

IV. Secretarial Standards

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

29. Other disclosures

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

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

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

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

30. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return in Lorm MGT-7 as on March 31, 2025 is available on the Companys website at https:// www.tatachemicals.com/upload/content pdf/Lorm-MGT- 7-TCL-2025-.pdf.

31. Acknowledgements

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

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

On behalf of the Board of Directors

N. Chandrasekaran

Chairman

DIN: 001 21863

Mumbai, May 7, 2025