2. Dividend

For FY 2022-23, the Board of Directors has recommended a dividend of ' 17.50 per share i.e. 175% (previous year ' 12.50 per share i.e. 125%) on the Ordinary Shares of the Company. If declared at the ensuing Annual General Meeting ('AGM'), the total dividend outgo during FY 2023-24 would amount to ' 446 crore (previous year ' 318 crore).

3. Performance Review & State of Company's Affairs

3.1 Consolidated:

On a consolidated basis, the revenue from operations increased to ' 16,789 crore in FY 2022-23 from ' 12,622 crore in FY 2021-22. The increase was mainly on account of higher soda ash prices across geographies. The profit before tax from continuing operations increased to ' 2,740 crore in FY 2022-23 from ' 1,667 crore in FY 2021-22, up by 64%.

3.2 Standalone:

On a standalone basis, the revenue from operations increased to ' 4,930 crore in FY 2022-23 from ' 3,721 crore in FY 2021-22. The increase was mainly on account of higher soda ash prices prevailing throughout the year. Profit before tax from continuing operations stood at ' 1,265 crore in FY 2022-23 against ' 988 crore in FY 2021-22, up by 28%.

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

4. Management Discussion & Analysis

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

5. Business Overview

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

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

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

The Company is increasing its focus on Green Chemistry with Sustainability as a key driver of value. Basic Chemistry will scale further by adding capacities of the core products and leveraging cost competitiveness. The growth in

Soda Ash demand is also driven by Solar Glass (used in Solar Electricity generation) and Lithium Carbonate. The Specialty Products will focus on maximising value with a sustainable portfolio, low carbon footprint Specialty Silica and Prebiotics based on fermentation platform.

5.1 Basic Chemistry Products Standalone (India)

For FY 2022-23, the revenues from the Basic Chemistry Products business stood at ' 4,698 crore, higher by 35%.

Soda Ash

Indian soda ash demand remained steady during FY 2022-23, growing at around 4.0-4.5%, driven mainly by container, flat and solar glass segments. Considering annual solar installations of 20-25 GW, solar glass is expected to remain a key demand driver. Increasing supply chain costs and rise in global soda ash prices resulted in import parcels coming at higher prices. Domestic availability remained normal with no major outages and high operating rates due to steady demand. Availability of imported material was tight in the first half of the year but started to ease in second half of the year with easing of supply chains and lower ocean freight rates. Coal prices remained volatile and surged after the Russia-Ukraine conflict. This kept the production costs higher, though some of this was passed on to customers. Prices began to fall in the second half, but high inflationary pressures kept demand and margins under control. Soda ash realisations improved during FY 2022-23 resulting in increase in revenues and EBITDA over FY 2021-22. Higher than expected demand coupled with supply constraints and a pressure of increased input and energy cost led to increased pricing.

Sales of soda ash for FY 2022-23 stood at 6.5 lakh Metric Tonne ('MT'), a decrease of 5% over the previous year.

Sodium Bicarbonate

Sales of sodium bicarbonate stood at 1.2 lakh MT, same as last year.

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

Salt

The demand for salt was higher from the Company's key customer, Tata Consumer Products Limited, during the year and the production was increased appropriately to meet the increased requirement. The Company recorded highest ever production of salt at 13.2 lakh MT during FY 2022-23. In addition, a project is under implementation to increase the salt manufacturing capacity to meet the projected demand increase. On the manufacturing side, solar salt production was affected due to brine dilution owing to extended rains and flooding.

Other Products

Sale of cement stood at 4.8 lakh MT, an improvement of 13.7% over previous year. Bromine production was impacted due to bittern dilution.

Subsidiaries

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

During FY 2022-23, overall revenue for TCNA increased by 32% to US$ 655.7 million (' 5,271 crore) from US$ 495.0 million (' 3,688 crore) due to increased realisation offsetting a small volume reduction of 2%.

EBITDA registered an increase of 51% to US$ 160.3 million (' 1,288 crore) against US$ 106.0 million (' 790 crore) in FY 2021-22. This increase in business performance led to TCNA registering a profit after tax and non-controlling interest of US$ 90.7 million (' 729 crore) during FY 2022-23 compared to a profit of US$ 49.9 million (' 372 crore) in FY 2021-22.

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

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

The turnover from the UK Operations for FY 2022-23 was £ 271.5 million (' 2,629 crore) against £ 191.5 million (' 1,949 crore) in the previous year, registering a growth of 42%.

In a year dominated by high and volatile natural gas prices, soda ash sales volumes were steady throughout the year with slight softening of demand in the chemicals and construction sectors witnessed later in the year. Sales of high-grade sodium bicarbonate remained consistent compared to FY 2021-22, with some softness latterly in relation to lower technical grades in the Central & Western Europe market. Prices for both products were

substantially higher to reflect higher raw material and energy cost inputs.

The UK Operations maintained core UK market share with slightly reduced exports into Europe in line with the above. The combined heat and power (CHP) facility at Winnington performed well through the year generating good electricity margins despite volatile and high natural gas prices throughout the period.

In the Salt business, sales volumes were steady amid rising energy costs and price was increased in the market to reflect the same.

EBITDA for FY 2022-23 for the UK Operations was £ 63.6 million (' 615 crore) against £ 11.6 million (' 118 crore) and the profit after tax was £ 45.0 million (' 435 crore) against the loss of £ 8.4 million (' 85 crore) in the previous year.

Tata Chemicals Magadi Limited, Kenya ('TCML')

(as per IFRS)

During FY 2022-23, sales volumes were lower by 10% over FY 2021-22. TCML achieved a revenue of US$ 117.6 million (' 945 crore) for FY 2022-23 as against revenue of US$ 77.4 million (' 577 crore) in the previous year, an increase of 52%. For FY 2022-23, TCML registered an EBITDA of US$ 58.3 million (' 468 crore) against the EBITDA of US$ 19.2 million (' 143 crore) in the previous year, higher by 204%. The increase in EBITDA was due to better realisations and cost control. TCML recorded a net profit of US$ 55.9 million (' 450 crore) in FY 2022-23 against a net profit of US$ 12.7 million (' 94 crore) in FY 2021-22.

5.2 Specialty Products Standalone Silica

Tyre demand during FY 2022-23 had normalised. Tyre labelling norms will continue to drive demand of highly dispersible silica (HDS). Silica margins in FY 2022-23 were impacted by a steep increase in raw material and energy costs. The Company's primary focus will be on scaling use of HDS in tyre to protect overall realisations.

Prebiotics & Formulations

The Company stabilised its operations at its state-of-the-art greenfield facility in Mambattu, Andhra Pradesh. Food safety certifications (FSSAI, FSSC 22000, FAMI QS, Halal, Kosher), strong scientific backing, regulatory support,

together with ongoing application development have enabled the Company to serve customers across the globe.

In addition to continuing growth from the USA and South East Asia markets, there has been encouraging potential also opening up from the European Union. The facility has been qualified by some global customers placing the Company on the path of achieving full capacity utilisation in the coming year. There were specific intervention projects undertaken to improve efficiencies and cost of operations.

Subsidiary

Rallis India Limited ('Rallis')

(as per TCL consolidated books)

Rallis India Limited, the Company's listed subsidiary, has been serving Indian farmers and Global markets through its products in Crop Protection, Crop Nutrition and Hybrid Seeds. Rallis achieved revenue from operations of ' 2,967 crore in FY 2022-23 compared to ' 2,602 crore in FY 2021-22, an increase of 14%. The profit after tax stood at ' 92 crore, down by 44% against a profit after tax of ' 164 crore in FY 2021-22.

During FY 2022-23, the Domestic Crop care business of Rallis achieved a revenue of ' 1,643 crore as against ' 1,468 crore in FY 2021-22, an increase of 11.9%. This is in the context of the industry facing headwinds from erratic rainfall and lower pest infestation across the majority of the crops. Large part of the growth in the Agrochemicals industry in general and Rallis in particular has been driven by price growth.

The International business of Rallis grew by 24.5% to ' 979 crore in FY 2022-23 from ' 787 crore in FY 2021-22. Growth was competitive and well balanced between price and volume.

Revenue of the Seeds division of Rallis decreased by 1.3% over the previous year to ' 345 crore. The business continued to witness challenges for the second year in a row. Reduced demand for Hybrid Paddy and the presence of illegal cotton seeds impacted the industry. Profitability was impacted due to inventory provision & impairments of intangibles of ' 83 crore. Their portfolio has also faced challenges with some of the product launches not scaling up as per the expectations. High fixed costs have also limited operating leverage impacting the overall profitability of the business.

6. Finance and Credit Ratings

Amid the geopolitical conflict and a global macro-economic scenario of pressing energy inputs costs, rising interest rates, high inflation and supply-chain disruptions, the Company kept the focus on accelerated pre-payment of loans at its overseas subsidiaries while at the same time proactively responded to the global situation by negotiating competitive margins during refinances, arranging appropriate trade finance facilities to realign with the working capital requirements and broadening the investment avenues to enhance blended yield on deployment of surplus cash balances.

The Company's overseas subsidiary, Tata Chemicals Magadi Limited, Kenya, pre-paid its entire term loan outstanding of US$ 36 million during the year. Term loans at Tata Chemicals International Pte Limited ('TCIPL'), Singapore and Homefield Pvt UK Limited amounting to US$ 200 million and US$ 28.5 million respectively, were refinanced and consolidated at TCIPL, Singapore. £ 80 million term loan at UK was refinanced with a new loan of £ 70 million and balance was repaid. Tata Chemicals North America has repaid US$ 85 million, ahead of the schedule, during the year under review.

During FY 2022-23, Rallis, a subsidiary and IMACID, a joint venture, paid dividends of ' 29 crore (FY 2021 -22: ' 29 crore) and ' 92 crore (FY 2021-22: ' 28 crore) respectively to the Company. Tata Chemicals South Africa (Pty) Limited paid a dividend of South African Rand 5.0 million (' 2 crore) [FY 2021-22: South African Rand 30.0 million (' 15 crore)]. TC Africa Holdings Limited paid a dividend of £ 0.3 million (' 3 crore) [FY 2021-22: £ 1.5 million (' 15 crore)].

For the year under review, the Company's credit ratings were reaffirmed. Fitch Ratings upgraded the outlook to 'Positive'.

The Company as on March 31, 2023 had the following credit ratings:

- Long Term Corporate Family Rating - Foreign Currency of Ba1/Stable from Moody's Investors Service

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

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

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

7. Dividend Distribution Policy

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

8. Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profits for FY 2022-23 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 31,2023.

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 assured by Ernst & Young LLP, forms part of this Integrated Annual Report.

11. Related Party Transactions

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

All related party transactions entered into during FY 2022-23 were on arm's length basis and in the ordinary course of business and were reviewed and approved by the Audit Committee. With a view to ensure continuity of day-to-day operations, an omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm's length basis. A statement giving details of all related party transactions entered pursuant to the omnibus approval so

granted is placed before the Audit Committee on a quarterly basis for its review. The related party transactions entered into pursuant to the omnibus approval so granted are also reviewed as part of the internal audit by an independent external firm on a half-yearly basis.

During the year under review, the Company did not enter into any contracts or arrangements with related parties and no material related party transactions were entered into pursuant to Section 188(1) of the Act read with the relevant rule. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company for FY 2022-23 and hence does not form part of this Integrated Annual Report.

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

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

12. Risk Management

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

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

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

The RMC oversees the risk management process in the Company. The RMC is chaired by an Independent Director and the Chairperson of the Audit Committee is also a Member of the RMC. Further, the Chairman of the RMC

briefs the Board at its Meetings about the significant discussions at each of the RMC Meetings. This robust governance structure has also helped in the integration of the ERM with the Company's Strategic Planning Process where emerging risks are used as inputs in such process. Identified risks are used as one of the key inputs in the strategy and business plans.

A systematic review of risks identified is subject to a series of focussed 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 focussed approach in doing so, the Company has appointed a Chief Risk Officer to oversee the Risk Management function of the Company.

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

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

13. Corporate Social Responsibility

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

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

social, economic and environmental development and building social capital.

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

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

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

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

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

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

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

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

The Annual Report on CSR activities for FY 2022-23 is enclosed as Annexure 1 to this Report.

14. Whistleblower Policy and Vigil Mechanism

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

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

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

15. Prevention of Sexual Harassment

Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ('POSH Act') and Rules made thereunder, the Company has formed an Internal Committee ('IC') for its workplaces to address complaints pertaining to sexual harassment in accordance with the POSH Act. The Company has a detailed policy for prevention of sexual harassment at workplace which ensures a free and fair enquiry process with clear timelines for resolution.

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

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

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

16. Particulars of Loans, Guarantees and Investments

During the year under review, the Company has given a loan of ' 150 crore to Tata International Limited, carrying a

coupon of 9.2% p.a. The proceeds on maturity of existing Non-Convertible Debentures of ' 150 crore held in Tata International Limited were timely received.

Pursuant to the merger of Bio Energy Ventures-1 (Mauritius) Pvt. Ltd., erstwhile subsidiary ('Bio Energy') into the Company, a loan to Homefield Pvt UK Ltd of US$ 92.52 million (' 701 crore) and an investment in Preference shares of Homefield Pvt UK Ltd of US$ 17.85 million (' 116 crore), got transferred to the Company as directly held assets. Both these assets were earlier impaired in the books of Bio Energy and hence reflected without any value in the Company's books upon merger. Subsequently, in line with the procedural requirements under the Cross Border Merger guidelines, the loan and the Preference shares were transferred during the year to Tata Chemicals International Pte. Ltd., Singapore.

There were no investments in equity shares during the year under review.

The Company has not extended any Corporate Guarantee during the year under review.

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

17. Consolidated Financial Statements

The Consolidated Financial Statements of the Company and its subsidiaries for FY 2022-23 are prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of the SEBI Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The Audited Consolidated Financial Statements together with the Auditor's Report thereon form part of this Integrated Annual Report.

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

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

18. Subsidiary Companies, Joint Ventures and Associate

As on March 31, 2023, the Company had 27 (direct and indirect) subsidiaries (2 in India and 25 overseas), 3 Joint Ventures ('JV') and 1 Associate. There has been no material change in the nature of the business of the subsidiaries.

During the year under review, Cheshire Compressor Limited, wholly-owned step-down subsidiary was dissolved and accordingly ceased to be a subsidiary of the Company with effect from March 14, 2023.

Subsequent to the year end, Tata Chemicals (Soda Ash) Partners [a general partnership formed under the laws of the State of Delaware (USA)] was converted into a Limited Liability Corporation (LLC) and renamed Tata Chemicals Soda Ash Partners LLC with effect from April 3, 2023. Further, TCSAP LLC, another subsidiary, was merged with the above subsidiary with effect from April 3, 2023.

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

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

19. Internal Financial Controls

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

The Audit Committee deliberated with the members of the Management, considered the systems as laid down and met the internal audit team and statutory auditors to ascertain their views on the internal financial control systems. The Audit Committee satisfied itself as to the adequacy and effectiveness of the internal financial control systems

as laid down and kept the Board of Directors informed. However, the Company recognises that no matter how the internal control framework is, it has inherent limitations and accordingly, periodic audits and reviews ensure that such systems are updated 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 Company's internal financial controls were adequate and effective during FY 2022-23.

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 31,2023:

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

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

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

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

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

f) they have devised proper systems to ensure compliance with the provisions of all applicable

laws and that such systems are adequate and operating effectively.

21. Corporate Governance and Compliance

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

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

At Tata Chemicals, human rights is also an integral aspect of doing business and the Company is committed to respect and protect human rights to remediate adverse human rights impacts that may be resulting from or caused by the Company's businesses. In furtherance to this, the Company has adopted the 'Tata Business and Human Rights Policy' which aligns with the principles contained in the Universal Declaration of Human Rights, International Labour Organsations (ILO), Declaration on Fundamental Principles and Rights at Work and the United Nations Guiding Principles on Business and Human Rights and is consistent with the Tata Code of Conduct.

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

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

22. Directors and Key Managerial Personnel Directors

Re-appointment

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. N Chandrasekaran, Non-Executive, Non-Independent

Director (Chairman) of the Company, retires by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment.

Ms. Padmini Khare Kaicker (DIN: 00296388) completed her first term of five years as Independent Director of the Company on March 31,2023. On the recommendation of the Nomination & Remuneration Committee ('NRC') and the Board of Directors, the Shareholders of the Company on March 23, 2023 by way of a special resolution passed through postal ballot, approved the re-appointment of Ms. Kaicker as Independent Director of the Company for a second term of five years commencing from April 1,2023 upto March 31,2028.

Mr. Zarir Langrana (DIN: 06362438) was appointed as the Executive Director of the Company for a period of five years effective April 1,2018 upto March 31,2023. Based on the recommendation of the NRC, the Board of Directors, at its meeting held on February 1, 2023, re-appointed Mr. Langrana as the Executive Director for a further period effective April 1, 2023 upto February 29, 2024 (i.e. till he attains the retirement age in line with the Retirement Policy adopted by the Company), subject to approval of the shareholders. On March 23, 2023, the Shareholders of the Company, by way of a postal ballot, approved the reappointment of Mr. Langrana as Executive Director for the above-mentioned tenure.

Independent Directors

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

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

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

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

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

Key Managerial Personnel ('KMP')

In terms of the provisions of Section 2(51) and Section 203 of the Act, the following are the KMP of the Company:

Mr. R. Mukundan, Managing Director & CEO

Mr. Zarir Langrana, Executive Director

Mr. Nandakumar S. Tirumalai, Chief Financial Officer

Mr. Rajiv Chandan, Chief General Counsel & Company Secretary

Procedure for Nomination and Appointment of Directors

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

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

The list of core skills, expertise and competencies of the Board of Directors as are required in the context of the

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

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

Scientific Advisory Board

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

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

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

Board Evaluation

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

The performance of the Board and individual Directors was evaluated by the Board after seeking inputs from all the Directors. The criteria for performance evaluation of the Board included aspects such as Board composition and structure, effectiveness of Board processes, contribution in the long-term strategic planning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members. The criteria for performance evaluation are broadly based on the Guidance Note issued by SEBI on Board Evaluation.

The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman of the

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.

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

II. Cost Auditors

As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to prepare, maintain as well as have the audit of its cost records conducted by a Cost Accountant and accordingly, it has made and maintained such cost accounts and records. The Board, on the recommendation of the Audit Committee has appointed D. C. Dave & Co., Cost Accountants (Firm Registration No. 000611) ['D. C. Dave & Co.'] as the Cost Auditors of the Company for FY 2023-24.

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

The remuneration payable to the Cost Auditors is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution seeking Members' ratification for the remuneration payable to D. C. Dave & Co., forms part of the Notice of the 84^th AGM forming part of this Integrated Annual Report.

III. Secretarial Auditors

In terms of Section 204 of the Act and Rules made thereunder, M/s. Parikh & Associates, Practicing Company Secretaries (Firm Registration No. P1988MH009800) have been appointed as Secretarial Auditors of the Company to carry out the secretarial audit for FY 2023-24. The report of the Secretarial Auditors for FY 2022-23 is enclosed as Annexure 4 forming part of this Report.

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

27. Reporting of Fraud

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

28. General Disclosures

I. Details of Board Meetings

During the year under review, 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 four (4) Members out of which three (3) are Independent Directors and one (1) is a Non-Executive Director. During the year under review, nine (9) Audit Committee Meetings were held, details of which are provided in the Corporate Governance Report. 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 and such systems were adequate and operating effectively.

29. Other disclosures

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

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

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

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

30. Annual Return

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return in Form MGT-7 as on March 31, 2023 is available on the Company's website at https://www.tatachemicals.com/MGT72023.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 Company's Unions and would also like to thank the financial institutions, banks, government authorities, customers, vendors and other stakeholders for their continued support and co-operation.

On behalf of the Board of Directors

N. Chandrasekaran Chairman

DIN: 00121863

Mumbai, May 3, 2023