tata steel long products ltd share price Directors report


To the Members,

Your directors take pleasure in presenting the 5th Integrated Report [prepared as per Integrated Reporting framework of the International Integrated Reporting Council (IIRC) (now consolidated into IFRS Foundation)] and the 40th Annual Accounts on the business and operations of Tata Steel Long Products Limited (‘TSLP or ‘Company), along with the summary of the standalone and consolidated _nancial statements for the _nancial year ended March 31, 2023.

A. FINANCIAL RESULTS

( Rs. in Crores)

Standalone Consolidated
Particulars 2022-23 2021-22 2022-23
Revenue from operations 7,464.07 6,801.63 8,991.78
Total expenditure before _nance cost, depreciation 7,391.79 5,624.08 9,729.03
Operating Pro_t 72.28 1,177.55 (737.25)
Add: Other income 634.46 137.51 304.13
Pro_t before _nance cost, depreciation, exceptional items and taxes 706.74 1,315.06 (433.12)
Less: Finance costs 1,387.00 109.96 1,387.44
Pro_t before depreciation, exceptional items and taxes (680.26) 1,205.10 (1,820.56)
Less: Depreciation and amortisation expenses 347.66 319.58 715.77
Pro_t/(Loss) before exceptional items & tax (1,027.92) 885.52 (2,536.33)
Add/(Less): Exceptional Items (1.70) (27.14) (1.70)
Pro_t before taxes (1,029.62) 858.38 (2,538.03)
Less: Tax Expense 55.87 228.51 (234.18)
(A) Net Pro_t/(Loss) for the Period (1,085.49) 629.87 (2,303.85)
Total Pro_t/(Loss) for the period attributable to: _ _ _
Owners of the Company - - (2,248.47)
Non-controlling interests - - (55.38)
(B) Total other comprehensive income 0.80 (0.74) (3.72)
(C) Total comprehensive income for the period [ A + B ] (1,084.69) 629.13 (2,307.57)
Retained Earnings: Balance brought forward from the previous year 799.34 192.02 799.34
Add: Pro_t for the period (1,085.49) 629.87 (2,248.47)
Add: Other movements within equity - - 66.00
Balance (286.15) 821.89 (1,383.13)
Which the Directors have apportioned as under to:- _ _ _
(i) Dividend on Ordinary Shares 56.38 22.55 56.38
(ii) Tax on dividends - - -
Total Appropriations 56.38 22.55 56.38
Retained Earnings: Balance to be carried forward (342.53) 799.34 (1,439.51)

Note: The Company had acquired Neelachal Ispat Nigam Limited (‘NINL) on July 4, 2022. As at the end of the _nancial year, NINL is a subsidiary of the Company and the Company holds 92.68% equity shares of NINL. Accordingly, the _nancial statements have been prepared on a consolidated basis and not comparable with previous _nancial year on consolidated basis. The _nancial statements of NINL have been consolidated e_ective July 4, 2022.

1. Dividend Distribution Policy

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘SEBI Listing Regulations) the Board of Directors of the Company (the ‘Board) formulated and adopted the Dividend Distribution Policy (the ‘Policy).

The Policy is available on the website of the Company at ht tps://w w w.tatasteellp.com/wp - content / uploads/2021/09/Dividend-Distribution-Policy_ TSLP_Revised.pdf

2. Dividend

In view of the performance of the Company during the year under review, the Board has decided not to recommend any dividend for the _nancial year 2022-23. However, the Board remains committed to creating value for the shareholders of the Company.

3. Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profit for FY 2022-23 in the statement of pro_t and loss.

4. Capex and Liquidity

During the year under review, the Company has spent _210.85 crore on capital projects, largely towards environment and sustenance projects.

The Companys standalone liquidity position as on March 31, 2023 was at _2,756.50 crore, comprising _663.50 crore in cash and cash equivalent and balance in undrawn credit lines.

5. Management Discussion and Analysis Report

The Management Discussion and Analysis Report as required in terms of the SEBI Listing Regulations is annexed to this Report (Annexure 1).

B. INTEGRATED REPORT AND BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In continuation with our commitment to stakeholders, in the Financial Year 2017-18, we transitioned from the compliance-based reporting to the governance-based reporting by adopting the <IR> framework developed by the International Integrated Reporting Council (IIRC) (now consolidated into IFRS Foundation). Our 5th Integrated Report highlights the measures taken by the Company that contributes to long-term sustainability and value creation, while embracing different skills, continuous innovation, sustainable growth and a better quality of life. In accordance with Regulation 34(2)(f) of the SEBI Listing Regulations, the Securities and Exchange Board of India (‘SEBI), in May 2021, introduced new sustainability related reporting requirements to be reported in the speci_c format of Business Responsibility and Sustainability Report (‘BRSR). BRSR is a notable departure from the existing Business Responsibility Report and a signi_cant step towards giving platform to the companies to report the initiatives taken by them in areas of Environment, Social and Governance. Further, SEBI has mandated top 1,000 listed companies, based on market capitalisation, to transition to BRSR from FY 2022-23 onwards. Accordingly, we are glad to present our inaugural BRSR for FY 2022-23.

C. OPERATIONS AND PERFORMANCE

FY 2022-23 had been a challenging year for TSLP, both in terms of external and internal environment. However, the Company has remained agile and achieved signi_cant accomplishments in terms of growth. One of the major achievements was the completion of the acquisition of Neelachal Ispat Nigam Limited (‘NINL), which doubled the crude steel nameplate capacity of the Company. Additionally, the Company also made signi_cant progress towards the execution of the Combi Mill Project for 0.5 MTPA specialty steel state-of-the-art facility to grow in chosen segments of Passenger Vehicle (PV) and 2-Wheelers (2W).

On the operational front, the Company has created a history of reviving the NINL plant within 3 months of acquisition by leveraging the strength of Tata Steel Limited ecosystem. This in turn resulted in growth of crude steel production by33% whereas deliveries grew by 26% in FY 2022-23 on a consolidated basis. The Company has also achieved a milestone of crossing 700+ landmark for crude steel production on a standalone basis. Specialty steel clocked its best-ever annual sales of 536 KT in FY 2022-23 (Previous year: 487 KT).

There had been a conscious choice to change the business model of the Joda DRI unit from own to conversion route for Tata Steel Limited in the best interest of the Company and it has been executed successfully in Q3 of FY 2022-23. DRI Gamharia Plant has registered its best annual production of 463KT delivering a growth of 18% on Y-o-Y basis. However, on the other hand, the unprecedent volatility at the marketplace coupled with the intermittent outages at blast furnace has resulted in higher cost thereby keeping the _nancial performance of the Company under stress during H1 FY 2022-23 which has largely got normalized during H2 FY 2022-23.

D. KEY DEVELOPMENTS

1) Completion of acquisition of Neelachal Ispat Nigam Limited

On July 4, 2022, the Company acquired 93.71% stake in Neelachal Ispat Nigam Limited (‘NINL). The acquisition was completed for an aggregate consideration of _12,100 crore as per the terms and conditions of the Share Sale and Purchase Agreement entered into by the Company in accordance with the process carried out by Department of Investment and Public Asset Management (‘DIPAM) and consequently, NINL became a subsidiary of the Company. As on March 31, 2023, the Company holds 92.68% of equity shares of NINL.

2) Radhikapur (East) Coal Block

By judgement of September 24, 2014, the Honble Supreme Court cancelled allocation of 214 coal blocks including Radhikapur (East) Coal Block (‘RECB) which was allotted to the Company on February 7, 2006. The carrying amount in books as on March 31, 2023 towards amount incurred by the Company on RECB, prior to deallocation aggregates to _ 178.81 crore (March 31, 2022: _ 178.81 crore). Pursuant to the judgement of the Honble Supreme Court, Government of India promulgated Coal Mines (Special Provision) Act, 2015 (the ‘Act) for fresh allocation of the coal mines through auction. In terms of the 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 Honble 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. After much follow-up with the relevant authorities for recovery of compensation, the Company has _led an Interlocutory Application on December 15, 2022 before the Honble Supreme Court in the pending writ of FIMI seeking to expedite disbursement of the compensation. 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.

3) Mergers & Amalgamation: a) Withdrawal of Scheme

The Scheme of Amalgamation previously announced by the Company for amalgamation of Tata Metaliks Limited into and with the Company has been withdrawn owing to signi_cant changes in the underlying business conditions of both the companies resulting in dilution of the inherent bene_ts which were initially envisaged.

b) Scheme of Amalgamation of the Company into and with Tata Steel Limited

The Board of Directors of the Company (‘Board) at its meeting held on September 22, 2022, considered, and approved the scheme of amalgamation of the Company into and with Tata Steel Limited (‘TSL). The Board of Directors of the Company has recommended a share exchange ratio of 67 fully paid-up equity shares of nominal value of _10/- each of Tata Steel Limited for every 10 fully paid-up equity shares of nominal value of _ 10/- each held by the public shareholders of [the Company. As part of the Scheme, the equity and preference shareholding held by TSL in the Company shall stand cancelled.

The Company subsequently submitted its application with the National Stock Exchange of India Limited (‘NSE) and BSE Limited (‘BSE) and received the ‘Observation Letters both dated March 31, 2023 from NSE and BSE respectively. Thereafter, the Company submitted the requisite application before the Honble National Company Law Tribunal, Cuttack Bench (‘NCLT) for necessary directions. The amalgamation is subject to approval from the shareholders and other regulatory/ governmental authorities.

The proposed amalgamation will enable the Company to achieve operational integration and better facility utilisation, reduction of operational costs, and rationalizing of logistics costs, Improve customer satisfaction and services, and achieve greater market presence in long products segment, Centralize procurement and inventory management and improve raw material security, Enable faster execution of projects in pipeline, Ensure e_ciency in working capital and cash flow management and Sharing of best practices in sustainability, safety, health, and environment.

4) Change in Share Capital

There has been no change in the share capital of the Company during the year under review.

5) Credit Rating

During the year, India Ratings and Research (Ind-RA) has rea_rmed its long term issuer rating at Ind AA+ and revised the outlook to positive from stable. Further, ICRA also reaffirmed Commercial Paper Program rating at [ICRA]A1+; continues on Rating Watch with Developing Implications.

E. SUSTAINABILITY

On the sustainability front, the Company has made

progress on all the identi_ed 7 pillars of CO2, fresh Water

consumption, Stack dust emission, Solid Waste Utilization, Biodiversity, Product sustainability and Responsible supply chain. In addition, the company has made certain footprint. The prime focus area

bold moves to reduce CO2

is transitioning towards green energy through multiple initiatives such as partial closure of one Coal based captive power plant at Gamharia, maximizing green power generation through waste heat recoveries and change in fuel combination to reduce fresh coal usage. These initiatives coupled with increased throughput and reduced fuel consumption across mills have resulted in ~9% YOY reduction in CO2 from 4.39 tons / ton of Crude Steel in FY 2021-22 to ~4 tons / ton of Crude Steel in FY 2022-23. Fresh water consumption reduced by ~6% and dropped to less than 6 m3/tcs mainly on use of ETP treated water for several usage in the plant. Stack dust emission reduced on strengthening of inspection and maintenance practices. Commercialization of _y ash and non-metallic Electric Arc Furnace Slag resulted in improved solid waste

2) utilization. Your Company has _rst time participated in the independent Sustainability assessment carried out by Confederation of Indian Industry wherein it has been conferred with Outstanding Accomplishment Corporate Excellence Award.

1) Environment

Being a responsible corporate citizen, the Company continues to strive for excellence in environmental journey across operations. To achieve this, the Company has dedicated Environment Management teams at its key operating location. As part of responsible advocacy, the Company syndicates its stance with key stakeholders on environmental policy matters including regulatory issues and actively participates in various national and international forums on diverse environmental issues. The Company has taken several initiatives in the areas of resource conservation, upgradation of pollution control system and enhanced waste management. The Company has adopted environmentally friendly processes, the best available technologies, real-time monitoring systems and has IT enabled real-time dashboards to facilitate environmentally friendly operational control. The Company has digitized the systems of real-time monitoring of environmental parameters to faster identify probable environmental impacts of its operations in order to undertake mitigating actions to control environmental pollution.

During the financial year 2022-23, the Company has performed and achieved best ever of its environmental parameters. It has achieved:

1. reduction in Speci_c stack dust emission intensity by 13% in FY 2022-23 w.r.t FY 2021-22 2. emission intensity by 8% in

reduction in Speci_c CO2

FY 2022-23 w.r.t FY 2021-22

3. reduction in Speci_c water consumption intensity by 7% in FY 2022-23 w.r.t FY 2021-22 4. zero e_uent discharge and increased 3% of water usage through recycling in FY 2022-23 (29%) w.r.t. FY 2021-22 (26%).

5. strengthen the real time data transmission facility to Jharkhand State Pollution Control Board and Central Pollution Control Board and achieved over 95% data accuracy and availability.

Climate Change

Climate change is one of the most pressing issue the world faces today, and the Company recognizes its obligation to work towards mitigation of climate change related risks and strives to reduce its carbon footprint, especially of steelmaking facilities. The Company is committed to be aligned with country commitments and Tata Groups aspiration on climate change in achieving net zero by the year 2045.

At Gamharia, the Company has:

• reduced its carbon footprint by improving resource efficiency through replacing coal with char as fuel and strives to reduce emission intensity

CO2

signi_cantly in its captive coal-based power plant. • maximized the green power generation from DRI and coke oven through operational excellence. • reduced its Speci_c coal consumption of DRI unit.

• implemented various initiative to reduce power consumption of various equipment.

• reduced the _aring of Blast Furnace (‘BF) gas and replaced Light Diesel Oil with Blast Furnace gas at mills as fuel.

3) Health and Safety

The Company is deeply committed to prioritizing Health and Safety Management and achieving ‘Zero Harm. In order to accomplish this, the Company is pursuing six strategies, which include building safety leadership capabilities at all levels, reinforcing contractor safety management standards to ensure zero harm to contract employees, improving the competency and capability to identify hazards and manage risks, enhancing road and rail safety throughout the Company, striving for achieving excellence in process safety management, and establishing industrial hygiene along with improving occupational health.

The Company has made e_orts to alleviate congestion of heavy vehicles on the road by constructing a new transport park at Gamharia, capable of accommodating 48 trailers/trucks, complete with amenities such as restrooms for heavy vehicle drivers. Furthermore, to reduce the risks posed by the simultaneous movement of heavy vehicles and two-wheelers on the road, two-wheeler entry has been restricted at the Company. To eliminate the toppling & dashing incidents, safety gadgets like Driver Fatigue monitoring system, Dala raising inter-lock & Antitilt devices has been installed in 100 % of inbound heavy vehicles at the Company.

With a view to promote a positive safety culture throughout the organisation, the Company has initiated the Safety, Health, and Environment Reward & Recognition system. This system aims to recognise and reward TSLP employees and departments for their remarkable contributions towards maintaining the safety standards and drive the positive safety culture at all levels within the organisation. The safety of contractors has continuously been a primary focus for the Company and the organisation has made considerable e_orts to enhance the safety competency of its workforce by training them on simpli_ed safety standards safety training. Contractor Safety Management System is being deployed in all units of the Company. The implementation of the ‘Centre of Excellence (‘CoE) methodology for Process Safety has gained traction, leading to improved process safety competencies among employees. At present, the CoE-driven process safety initiative has been rolled out in all high hazard departments at TSLP Gamharia & Joda. With an endeavor to create a safer, more resilient, and sustainable organisation, identi_cation of the top _ve safety risks across all departments of the Company was done and implementation of strategic risk mitigation plan is in progress.

The Company has been working towards Occupational Health and has implemented a comprehensive Industrial Health & Wellness programme which includes identification of occupational health hazards, risk analysis, and assessment of actual exposure through hazard quanti_cation. The programme also focusses on implementation of hazard control measures to maintain minimum exposure level and to reduce occupational health related risks. During the year under review, several awareness sessions on ‘Health & Wellbeing have been organised across the Company for the employees and contract employees.

Lost Time Injury (LTI) of contract employees has been the topmost safety concern for the Company. It is concerned that the Company reported twenty-two (22) LTIs during the year under review. The Company launched hazard specific Safety campaigns viz. ‘Work at Height, ‘Hot Substances, ‘Man-Machine interface etc. across locations to address gaps and improve safety awareness._

4) Research & Development

The Company has embarked on a journey for technology leadership and has made signi_cant progress on several fronts in Research and Development (‘R&D). Presently working on special project for development of NON-LEADED FREE CUTTING STEEL. Generally, ALSI12L14 is a_low carbon re-sulphurized Pb-added free-cutting steel, which is a special grade of free-cutting grade steel wire whose end application needed, good machinability as a primary requirement.

Recently, New composition has developed without addition of Lead & which is cost e_ective, Environment friendly and showing better results.

Further, with the collaboration with TSL- Technology & R&D team, there are many improvement projects related to Steel making & Rolling processes has been done.

• Development of Bearing steel from bloom caster (300x360) - To keep the 20:1 reduction ratio for higher sizes products the input size needs to be increased. So, a 300x360 size bloom of grade SAE52100 type bearing steel was produced by the EAF+LRF+CCM process route. This bloom was cogged to produce bars of dia

56mm and 50mm. For this project, a reduction ratio of 43.87:1 was achieved which enhanced the quality of the products in terms of inclusion morphology, carbon segregation, and central soundness.

• Reduction in shot blasting marks caused during pre-annealing treatment in grades 10B35, 1541, 4135, 4140 WR

• Study of scale morphology in alloy steel grade in correlation with process parameter

• Elimination of free ferrite in 55SiCr 9254 for 5.5 mm to 10 mm_ Further, a process has re-designed for development of Low O2 ppm level in Low carbon case-carburizing steel grade by strengthening of De-oxidation practice and VD process.

The R&D continues to engage closely with its global automotive customers through Value Analysis Value Engineering (‘VAVE)._

TSLP has been working towards digitisation and key highlight in this regard is the data Transmission from the labs analytical equipment to di_erent substations BF1&2, Sinter, pellet, SMS 1&2, SMS 3( Control Room). IT based Portal developed for Customer Complaint Management System, Portal for IMS/IATF Audit & Digital TC through SAP HANA system.

5) New Product Development

TSLP has continued its focus on new product development. During the year under review, the Company developed 59 new products, 19 Wire rods & 40 SBQ._ Auto-CV:_ 30 nos._50%, Auto-PV:8 nos_16%, Two-Wheeler: 8 nos. 16%, Agriculture, Defence, Railway, Textile: 13 nos. 22%.

In this year, TSLP focused on PV & Two-Wheeler segments, and the Company has successfully developed the SAE8620H (90 dia) for TESLA_ through M/s NAW for the _rst time.

SAE8620RH (50,60.63 dia) for to McLaren through M/s RKFL for the _rst time.

Wire drawn for sizes 7.5 mm & 8.5 mm diameter for Bajaj Spring.

SCM 420H2V2 developed for TVS in 44-, 45- & 53-mm diameter for Two-wheeler application.

Apart from Automotive, TSLP has focused on other segments also like Defence, Railway, and export components etc.

The Company has developed G4Si1 & EA2 for Electrode application, and which are Import Substitute.

In FY23, Various OEMs and Tier 1 Customer visited to plant for Audit / Assessment. The Company got the approval from TVS for Production supply and successfully completed the Audit of Royal En_eld and Nexteer for further supply of trial lot.

6) Customer Relationship

TSLP is focused on improving our customer engagements and elevating our relationship with customers to the next level, in line with the Vision and Mission of our organization. We believe that customer focus alone can result in superior performance.

Considering the changing business requirements and to serve the customers better, we are broadening our supply chain capabilities through new partners and enhance value driven engagements with our customers by virtual meets, and senior management visits. We conduct annual customer satisfaction surveys covering all customers, to measure customer satisfaction and arrive at a quantitative index Customer Satisfaction Index.

This index is arrived at through ratings received from respondents on attributes like Product, New Product Development, Delivery, Commercials, Relationship & Engagement, Complaint Handling and Technical Support. The _ndings and action plan taken are shared with the senior leadership team and used to develop future plans of the Company._

7) Corporate Social Responsibility (CSR)

The Tata culture of giving back to society emanates from the tradition and value system instilled over a century back by J N Tata, our groups founder. Community care is integral to the values that underpin our groups businesses. We, at TSLP, imbibe and energize this principle with focused need-based CSR programs. As a responsible corporate citizen, we focus on building self-sustained communities and encourage our people to participate in volunteering programs. Our CSR programs comprise need-based interventions in areas spanning 38 villages (across eight Gram Panchayats), impacting around 43,700 people, of which around 55% belong to the marginalized sections of society.

As per the broad objectives of our Policy, CSR activities are being implemented in project/ program mode, in thrust areas of education, health & sanitation, livelihood programs, youth engagement and essential services.

Companys CSR agenda is also aligned with the framework on A_rmative Action (AA) prepared by the Confederation of Indian Industry, which focuses on 5 enablers - employment, employability, entrepreneurship, education, and essential amenities.

The CSR activities for FY 23 produced several highlights during the year which included 20 school children (primarily girls) from the hinterlands winning State merit scholarship, 80 youths receiving placements after skill building courses, >100 PWDs receiving support of various kinds, 129 patients successfully undergoing cataract operations, 94% of the 205 students passing matriculation examination, 3500 kgs of mushroom production by women Self Help Groups, >7000 hours of employee volunteering…the list is longer.

Over the years, our CSR activities have earned appreciation from the government and institutes of repute. During FY 23, the Company was recipient of an award from All India Management Association, besides few accolades on volunteering from Tata Sustainability Group.

During the year under review, the Company spent _7.73 crores on CSR activities. The Annual Report on CSR activities, in terms of Section 135 of the Companies Act, 2013 (‘Act) and the Rules framed thereunder, is annexed to this report (Annexure 2). The CSR policy is available on the website of the Company at https://www.tatasteellp. com/storage/2021/12/CSR-Policy-for-circulation.pdf

F. Corporate Governance

At TSLP, we ensure that we evolve and follow the corporate governance guidelines and best practices diligently, not just creating long-term shareholder value, but also to respect the rights of the minority. We consider it our inherent responsibility to disclose beyond the statutory requirements, timely and accurate information regarding the operations and performance, leadership and governance of the Company.

Pursuant to the SEBI Listing Regulations, the Corporate Governance Report along with the Certi_cate from a Practicing Company Secretary, certifying compliance with conditions of Corporate Governance, is annexed to this Report (Annexure -3).

1) Meetings of the Board and Committees of the Board

The Board met six (6) times during the year under review. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI Listing Regulations. The Committees of the Board usually meet one day before or on the day of the Board meeting, or whenever the need arises for transacting business. Detailed composition of the Board and its Committees as well as details of Board and Committee meetings held during the year under review and Directors attending the same are given in the Corporate Governance Report forming part of this Report.

2) Selection of New Directors and Board Membership Criteria

The Nomination and Remuneration Committee (‘NRC) engages with the Board to determine the appropriate characteristics, skills and experience for the Board as a whole as well as for its individual members with the objective of having a Board with diverse backgrounds and experience in business, finance, governance, and public service. Thereafter, the NRC recommends to the Board the selection of new Directors. Thereafter, the NRC recommends to the Board the selection of new Directors.

Characteristics expected of all Directors include independence, integrity, high personal and professional ethics, sound business judgement, ability to participate constructively in deliberations, and willingness to exercise authority in a collective manner. The Company has in place a Policy on appointment and removal of Directors (‘Policy).

The salient features of the Policy are:

• It acts as a guideline for matters relating to appointment and re-appointment of Directors;

• It contains guidelines for determining quali_cations, positive attributes of directors, and independence of a Director;

• It lays down the criteria for Board Membership;

• It sets out the approach of the Company on board diversity;

• It lays down the criteria for determining independence of a director, in case of appointment of an Independent Director.

During the year under review, there has been no change to the Policy. The Policy is available on the website of the Company at https://www.tatasteellp.com/ storage/2021/09/Policy-on-appointment-and-removal-of-Directors.pdf

3) Familiarization Programme for Directors

As a practice, all new Directors (including Independent Directors) inducted to the Board go through a structured orientation program. Presentations are made by the Senior Leadership Team giving an overview of the operations, to familiarize the new Directors with the Companys business operations. The new Directors are given an orientation on the products of the business, group structure and subsidiaries, Board constitution and procedures, matters reserved for the Board, and the major risks and risk management strategy of the Company. Visits to plant and mining locations are organized for the new Directors to enable them to understand the business better. In addition to that as and when an Independent Director is willing to visit the plants, the same is organized with proper safety protocols during the plant visit. During the year under review, no new Independent Directors were inducted to the Board. Details of orientation given to the existing independent directors in the areas of strategy, operations & governance, safety, health and environment, and industry trends, are available on the website of the Company at https://www.tatasteellp. com/storage/2023/05/Familiarization-Independent-Directors-2022-23.pdf

4) Evaluation

The Board evaluated the e_ectiveness of its functioning, of the Committees and of individual Directors, pursuant to the provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

The Board sought the feedback of the Directors on various parameters including:

• Degree of ful_llment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.);

• Structure, composition and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board/Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 05, 2017.

The Chairman of the Board had one-on-one meetings with the Independent Directors (‘IDs) and the Chairman of NRC had one-on-one meetings with the Executive and Non-Executive, Non-Independent Directors. These meetings were intended to obtain the Directors input on e_ectiveness of the Board/ Committee processes.

In a separate meeting of IDs, the performance of the Non-Independent Directors, the Board as a whole and the Chairman of the Company were evaluated, taking into account the views of Executive Director and other Non-Executive Directors.

The NRC reviewed the performance of the individual directors and the Board as a whole.

In the Board meeting that followed the meeting of the Independent Directors and the meeting of NRC, the performance of the Board, its Committees, and individual Directors were discussed.

Outcome of Evaluation

The evaluation process endorsed the Board Members confidence in the ethical standards of the Company, the resilience of the Board and the Management in navigating the Company during challenging times, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities and _duciary duties.

5) Remuneration Policy for the Board and Senior Management

Based on the recommendations of NRC, the Board has approved the Remuneration Policy for Directors, Key Managerial Personnel (‘KMPs), and all other employees of the Company. As part of the policy, the Company strives to ensure that: • the level and composition of remuneration is reasonable and sufficient to attract, retain, and motivate Directors of the quality required to run the Company successfully;

• relationship between remuneration and performance is clear and meets appropriate performance benchmarks; and • remuneration to Directors, KMPs, and Senior Management involves a balance between _xed and incentive pay, re_ecting short, medium, and long-term performance objectives appropriate to the working of the Company and its goals.

The salient features of the Policy are:

• It lays down the parameters based on which payment of remuneration (including sitting fees and remuneration) should be made to Independent Directors (IDs) and Non-Executive Directors (NEDs).

• It lays down the parameters based on which remuneration (including _xed salary, bene_ts and perquisites, bonus/ performance linked incentive, commission, retirement benefits) should be given to whole-time directors, KMPs, and rest of the employees.

• It lays down the parameters for remuneration payable to Director for services rendered in other capacity.

During the year under review, there has been no change to the Policy. The Policy is available on the website of the Company at https://www.tatasteellp.com/ storage/2021/09/Remuneration-Policy-TSLP.pdf

6) 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 annexed to this report (Annexure 4).

In terms of the provisions of Section 197(12) of the Act, read with Rules 5(2) and 5(3) of the Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits as set out in the said Rules forms part of this report.

In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid statement. The said statement shall remain open for inspection at the Registered Office of the Company upon request by the Members. Any member interested in obtaining a copy of the same may write to the Company Secretary at investorcell@tatasteellp.com

7) Directors

During the year under review, there has been no change in the Board of Directors of the Company.

In terms of the provisions of the Act, Mr. Koushik Chatterjee (DIN: 00004989), Director of the Company, retires at the ensuing AGM and being eligible, seeks re-appointment. The necessary resolution for re-appointment of Mr. Chatterjee forms part of the Notice convening the ensuing AGM scheduled to be held on Wednesday, August 2, 2023.

The pro_le and particulars of experience, attributes and skills that qualify Mr. Chatterjee for Board membership, are disclosed in the said Notice.

8) Independent Directors Declaration

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the SEBI Listing Regulations, that he/she meets the criteria of independence as laid down in Section 149(6) of the Act and Regulations 16(1)(b) of the SEBI Listing Regulations. In the opinion of the Board, there has been no change in the circumstances which may a_ect their status as Independent Directors of the Company and the Board is satis_ed of the integrity, expertise, and experience (including pro_ciency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.

Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Quali_cation of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate A_airs.

9) Key Managerial Personnel

In terms of Section 203 of the Act, the Key Managerial Personnel (‘KMP) of the Company as on the date of this report are as follows:

1. Mr. Ashish Anupam – Managing Director;

2. Mr. Sanjay Kumar Shrivastav – Chief Financial O_cer; and

3. Mr. Sankar Bhattacharya – Company Secretary and Compliance O_cer.

During the year under review, there has been no change in the KMP of the Company, since last reporting.

10) Audit Committee

The Audit Committee is duly constituted as per the provisions of the Act, applicable Rules framed thereunder read with the SEBI Listing Regulations. The Committee has adopted a Charter for its functioning. The primary objective of the Committee is to monitor and supervise the Managements _nancial reporting process to ensure accurate and timely disclosures with the highest levels of transparency, integrity and quality of _nancial reporting. The Audit Committee comprises Mr. Srikumar Menon (Chairman), Mr. Shashi Kant Maudgal, Ms. Neeta Karmakar and Mr. Koushik Chatterjee.

The Committee met 6 times during the year under review, the details of which are given in the Corporate Governance Report forming part of this Report.

During the year under review, there was no instances when the recommendations of the Audit Committee were not accepted by the Board.

11) Internal Control Systems

The Companys internal control systems commensurate with the nature of its business, the size, and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate. Details on the Internal Financial Controls of the Company forms part of Management Discussion and Analysis forming part of this Report.

12) Risk Management

The Company has a Board-level Risk Management Committee of Independent Directors and executive members of Tata Steel Limited with diverse set of expertise. The Committee consists of the Board members to oversee the risk management policy, to provide guidelines for implementing the ERM framework and also review the key risks and mitigation plan of the Company. The Audit Committee has additional oversight in the area of _nancial risks and controls. The major risks identi_ed by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Further, the details have been covered in the Management Discussion and Analysis Report, which forms part of this report.

13) Vigil Mechanism

The Company has a well-defined Vigil Mechanism policy in place that provides a formal mechanism for all Directors, employees, business associates and vendors of the Company to approach the Ethics Counsellor / Chairman of the Audit Committee. The mechanism can be availed to make protective disclosures about any unethical behaviour, actual or suspected fraud or violation of the Tata Code of Conduct (‘TCoC). The Whistleblower Policy includes reporting of incidents of leak or suspected leak of Unpublished Price Sensitive Information (‘UPSI) as required in terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 as amended.

During the year under review, no person has been denied access to the Chairman of the Audit Committee. In addition, Directors, employees, and vendors, may approach the Ethics Counsellor to make any such protected disclosure.

During the year under review, the Company received 46 whistle blower complaints and 2 complaints were pending to be investigated and resolved as at the end of the year. The Vigil Mechanism of the Company includes policies viz. Whistle Blower Policy for Directors & Employees, Whistle Blower Policy for Business Associates, Gifts Policy, Anti Bribery, Anti-Corruption Policy (ABAC) and Anti Money laundering Policy (AML) as adopted by the Company, which are available on the website of the Company at https://www.tatasteellp.com/corporate-policies/ The Company, during the year under review, conducted a series of communication and training programmes for internal and external stakeholders, with an aim to create awareness amongst them about TCoC and other ethical practices of the Company. Training on ABAC/AML and POSH was also conducted for the stakeholders.

14) Disclosure as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance towards sexual harassment at workplace. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

The Company has complied with the provisions relating to the constitution of the Internal Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, the Company received one (1) complaint of sexual harassment.Adequate action has been taken during Q1FY24 and the case has been resolved.

15) Subsidiaries, Joint Ventures and Associates

During the year under review, the Company has successfully acquired Neelachal Ispat Nigam Limited

(‘NINL). The aggregate consideration which has been paid out by your Company was _12,700 crore.

Located in the close proximity to the state-of-the-art_facility_of the holding company i.e. Tata Steel Limited

(‘TSL) at Kalinganagar,_ NINL_ is a_ strategic acquisition for_ the Company as it provides synergies of shared infrastructure, resources, management etc. and an opportunity to_build_a dedicated and sustainable long products complex. The plan is to not only restart the one million tons per annum steel plant expeditiously but to also work simultaneously to expand the capacity by building a 4.5 million tons per annum state-of-the-art long products complex in the next few years, and further expand it to 10 million tons per annum by 2030._ During the year under review, the Board of Directors reviewed the a_airs of NINL, the material subsidiary of the Company. Further, there has been no material change in the nature of the business of the subsidiary.

The Company has in accordance with Section 129(3) of the Act, prepared Consolidated Financial Statements of the Company and its subsidiary which forms part of this Report. There has been no material change in the nature of the business of the subsidiary. Further, the report on the performance and _nancial position of the subsidiary and salient features of its Financial Statements in the prescribed Form AOC-1 is annexed to this Report (Annexure 5). There is no associate or joint venture company as de_ned under the Act.

Further, pursuant to the provisions of Section 136 of the Companies Act, 2013 and the amendments thereto, read with the SEBI Listing Regulations the audited _nancial statements, including consolidated _nancial statements and related information of the Company and _nancial statements of the subsidiary company is available on the website of the Company at https://www.tatasteellp.com/ subsidiary-information/

16) Related Party Transactions:

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions (‘RPTs) and the same can be accessed on the Companys website at https://www. tatasteellp.com/storage/2022/04/Policy-on-Related-Party-Transactions-1.pdf During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arms length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which were of repetitive nature and entered in the ordinary course of business and on an arms length basis. The Company did not have any contracts or arrangements with related parties in terms of Section 188(1) of the Companies Act, 2013.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2022-23 and hence does not form part of this report. There were material related party transactions entered into by the Company during the year under review for which prior approvals from the shareholders were in place.

Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the standalone/consolidated _nancial statements forming part of this Report.

17) Directors Responsibility Statement

Based on the framework of internal _nancial controls established and maintained by the Company, work performed by the Internal, Statutory, Cost and Secretarial Auditors and external agencies including audit of internal _nancial controls over _nancial 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 _nancial controls were adequate and e_ective during the _nancial year 2022-23.

Accordingly, pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability con_rms that: a) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there were 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 a_airs of the Company at the end/ of the _nancial year and of the pro_t of the Company for that period; c) they have taken proper and su_cient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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 e_ectively; f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating e_ectively.

18) Auditors

Statutory Auditors

Members of the Company at the AGM held on August 4, 2017, approved the appointment of Price Waterhouse & Co Chartered Accountants LLP (Registration No. 304026E/ E300009) (‘PW), Chartered Accountants, as the statutory auditors of the Company for a period of five years commencing from the conclusion of the 34th AGM held on August 4, 2017 until the conclusion of 39th AGM of the Company held on July 12, 2022. Further, shareholders approved the re-appointment of PW for a second term of _ve years commencing from the conclusion of the 39th AGM held on July 12, 2022 until the conclusion of 44th AGM of the Company to be held in the year 2027.

The report of the Statutory Auditor forms part of the Report. The said report does not contain any quali_cation, reservation, adverse remark or disclaimer.

Cost Auditors

In terms of Section 148 of the Act, the Company is required to maintain cost records and have the audit of its cost records conducted by a Cost Accountant. Cost records are prepared and maintained by the Company as required under Section 148(1) of the Act.

The Board of Directors of the Company has, on the recommendation of Audit Committee, appointed Messrs. Shome & Banerjee, Cost Accountants, (Firm Registration Number: 000001) as the cost auditors of the Company to audit the cost statements of the Company for the year ending March 31, 2024. Messrs. Shome & Banerjee have vast experience in the _eld of cost audit and have been conducting the audit of the cost records of the Company for the past several years.

In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, as amended, the Board based on the recommendation of the Audit Committee, approved a remuneration of _ 6.60 lakh (plus applicable taxes and reimbursement of out-of-pocket expenses) payable to the Cost Auditors for conducting cost audit of the Company for FY 2023-24 , subject to rati_cation by the Members of the Company. Therefore, the same is placed for rati_cation of Members and forms part of the Notice of the AGM.

Secretarial Auditors

Section 204 of the Act, inter alia, requires every listed company to annex to its Boards report, a Secretarial Audit Report, given in the prescribed form, by a Company Secretary in practice.

The Board has appointed Mr. P.V. Subramaniam, a Practicing Company Secretary (CP No. 2077 / ACS 4585) as the Secretarial Auditor to conduct the Secretarial Audit of the Company for Financial Year 2022-23 and their report is annexed to this report (Annexure – 6). There are no quali_cations, observations, adverse remark or disclaimer in the said report.

Reporting of Fraud

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

19) Annual Return

The Annual Return for Financial Year 2022-23 as per provisions of the Act and Rules thereto, is available on the Companys website at https://www.tatasteellp.com/ extracts-of-annual-return/

20) Signi_cant and Material Orders Passed by the Regulators or Courts

There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys future