We have audited the Standalone Financial Statements of TataChemicals Limited (the "Company") which comprise the StandaloneBalance Sheet as at March 31,2026, and the Standalone Statement ofProfit and Loss (including Other Comprehensive Income), StandaloneStatement of Changes in Equity and Standalone Statement of CashFlows for the year then ended, and notes to the Standalone FinancialStatements, including material accounting policies and otherexplanatory information.
In our opinion and to the best of our information and accordingto the explanations given to us, the aforesaid Standalone FinancialStatements give the information required by the Companies Act,2013 ("Act") in the manner so required and give a true and fair viewin conformity with the accounting principles generally accepted inIndia, of the state of affairs of the Company as at March 31,2026, andits profit and other comprehensive income, changes in equity and itscash flows for the year ended on that date.
We conducted our audit in accordance with the Standards on Auditing(SAs) specified under Section 143(10) of the Act. Our responsibilitiesunder those SAs are further described in the Auditor's Responsibilitiesfor the Audit of the Standalone Financial Statements section of ourreport. We are independent of the Company in accordance with theCode of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to ouraudit of the Standalone Financial Statements under the provisionsof the Act and the Rules thereunder, and we have fulfilled our otherethical responsibilities in accordance with these requirements andthe Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for ouropinion on the Standalone Financial Statements.
Key audit matters are those matters that, in our professionaljudgment,were of most significance in our audit of the Standalone FinancialStatements of the current period. These matters were addressed inthe context of our audit of the Standalone Financial Statements as awhole, and in forming our opinion thereon, and we do not provide aseparate opinion on these matters.
Revenue Recognition
See Note 2.14 and 23 to Standalone Financial Statements
The key audit matter
How the matter was addressed in our audit
Revenue is recognised when the performance obligation is satisfied
Our audit procedures included:
at a point in time by the Company by transferring the underlyingproducts to the customer.
• Assessing the Company's revenue recognition accountingpolicies for compliance with Ind AS;
Revenue is measured based on transaction price, which is theconsideration, after deduction of discounts.
• Testing the design, implementation and operating effectivenessof the Company's manual and automated (Information
Due to the Company's sales under various contractual terms and
Technology - IT) controls on recording revenue. We also involved
across locations, delivery to customers in different regions might
IT specialists for testing of IT general and application controls;
take different time periods and may result in undelivered goods atthe period end. We consider there to be a risk of misstatement of thefinancial statements related to transactions occurring close to the yearend, as transactions could be recorded in the incorrect financial period(cut-off risk).
• Testing the controls around the timely and accurate recordingof sales transactions. We also tested the Company's leadtime assessment and quantification of any sales reversals forundelivered goods. In addition, we tested the Inco-terms set outin the sales contracts;
There is also a risk of revenue being overstated for specialty chemical
•
Performing testing on selected statistical samples of revenue
business due to fraud through booking fictitious sales resulting from
transactions recorded throughout the year for specialty chemical
pressure on the Company to achieve performance targets during the
business and at the year end for specialty as well as basic chemical
year as well as at the reporting period end.
business and checking delivery documents and customer
Accordingly, revenue recognition is a key audit matter.
purchase orders (as applicable);
Assessing high risk manual journals posted to revenue to identifyany unusual items; and
Assessing and testing the adequacy and completeness of theCompany's disclosures in respect of revenue from operations.
Litigations and claims
See Note 2.3.2(e), 2.22 and 18 and 41.1 to Standalone Financial Statements
The Company operates in various States within India, exposing
it to a variety of different Central and State laws, regulations and
Obtaining an understanding of actual and potential outstanding
interpretations thereof. The provisions and contingent liabilities
litigations and claims against the Company from the Company's
relate to ongoing litigations with and claims from various authorities.
in- house Legal Counsel and other senior personnel of the
Litigations and claims may arise from direct and indirect tax
Company and assessing their responses;
proceedings, legal proceedings, including regulatory and other
Testing the design, implementation and operating effectiveness
government/department proceedings, as well as investigations byauthorities and commercial claims.
of the Company's controls on evaluating litigations and claims;Assessing status of the litigations and claims based on
Resolution of litigations and claims proceedings may span overmultiple years beyond March 31, 2026 due to the complexity andmagnitude of the legal matters involved and may involve protracted
correspondence between the Company and the various tax/legalauthorities and legal opinions obtained by the Company;
negotiation or litigation.
Testing completeness of litigations and claims recorded by
The determination of a provision or contingent liability requiressignificant judgement by the Company because of the inherent
verifying the Company's legal expenses and the minutes of theboard meetings;
complexity in estimating whether it is probable that there will be an
Assessing and challenging the Company's estimate of the
outflow of economic resources. The amount recognised as a provision
possible outcome of litigations and claims. This is based on
is the best estimate of the probable expenditure. The provisions and
applicable tax laws and legal precedence by involving our
contingent liabilities are subject to changes due to the outcomes of
tax specialists in taxation related matters and discussing with
litigations and claims over time as new facts emerge as each legal case
the Company's internal legal counsel including obtaining
progresses.
independent legal confirmation;
There is an inherent complexity; and magnitude of potential exposures
Evaluating the Company's judgements made by comparing the
is significant across the Company. Significant judgment is necessary
estimates of prior year to the actual outcome; and
to estimate the likelihood, timing and amount of the cash outflows,
Assessing and testing the adequacy and completeness of the
interpretations of the legal aspects, legislations and judgementspreviously made by the authorities. Accordingly, this is identified as akey audit matter.
Company's disclosures in respect of litigations and claims.
Impairment of Property, Plant and Equipment and Goodwill
See Note 2.3.2(a), 2.12,4 and 7(b) to Standalone Financial Statements
The Company periodically assesses if there are any triggers for
recognising impairment loss in respect of Property, plant and
Analysing the indicators of impairment of PPE including
equipment (PPE) relating to its Silica and Nutraceutical Cash
understanding of Company's own assessment of those indicators;
Generating Units (CGU).
Evaluating the design and implementation and testing the
In making this determination, the Company considers both internal
operating effectiveness of key controls over the impairment
and external sources of information to determine whether there is an
assessment process. This included the estimation and approval of
indicator of impairment and, accordingly, whether the recoverable
forecasts, determination of key assumptions and valuation models
amount of the CGU needs to be estimated. Further, Goodwill is
and testing the arithmetical accuracy of the impairment models;
required to be assessed for impairment annually.
Assessing the identification of relevant Cash Generating Units
The Company tests goodwill for impairment annually, or more often
(CGU) to which goodwill is allocated and to which PPE belong
frequently when there is indication that the cash generating units to
that are being tested;
which goodwill has been allocated may be impaired. An impairmentloss is recognised if the recoverable amount is lower than the carryingvalue. The recoverable amount is determined based on the higher ofvalue in use (VIU) and fair value less costs to sell (FVLCS).
Evaluating the past performance of the CGUs with actualperformance where relevant and assessing historical accuracy ofthe forecast produced by the Company;
As at March 31, 2026, carrying Value of PPE of these CGUs was Rs 426crore and Goodwill was Rs 46 crore.
Verifying the inputs used in projecting future cash flows. Wechallenged the business assumptions used, such as salesgrowth, Earnings before Interest Depreciation and Tax (EBIDTA)
We identified the impairment assessment of PPE and goodwill as a key
and discount rate which included comparing these inputs with
audit matter since the assessment process is complex and judgmental
externally derived data as well as our own assessment based on
by nature and is based on assumptions relating to:
our knowledge of the client and the industry;
• Identifying Cash Generating Unit (“CGU”) for allocation of
Involving the valuation professionals with specialised skills and
goodwill;
knowledge to assist in evaluating the impairment model used
• Projected future cash flows;
and valuation assumptions;
• Expected growth rate and profitability; and
Performing sensitivity analysis of the key assumptions, such
• Discount rate.
as growth rates, discount rate and EBITDA in determining therecoverable value; and
Assessing the adequacy of the Company's disclosures ofkey assumptions, judgments and sensitivities in respect ofimpairment testing.
The Company's Management and Board of Directors are responsiblefor the other information. The other information comprises theinformation included in the annual report, but does not includethe financial statements and auditor's report thereon. The annualreport is expected to be made available to us after the date of thisauditor's report.
Our opinion on the Standalone Financial Statements does not coverthe other information and we will not express any form of assuranceconclusion thereon.
In connection with our audit of the Standalone Financial Statements,our responsibility is to read the other information identified abovewhen it becomes available and, in doing so, consider whether the
other information is materially inconsistent with the StandaloneFinancial Statements or our knowledge obtained in the audit, orotherwise appears to be materially misstated.
When we read the annual report, if we conclude that there is amaterial misstatement therein, we are required to communicate thematter to those charged with governance and take necessary actions,as applicable under the relevant laws and regulations.
The Company's Management and Board of Directors are responsiblefor the matters stated in Section 134(5) of the Act with respect tothe preparation of these Standalone Financial Statements that
give a true and fair view of the state of affairs, profit/ loss and othercomprehensive income, changes in equity and cash flows of theCompany in accordance with the accounting principles generallyaccepted in India, including the Indian Accounting Standards (IndAS) specified under Section 133 of the Act. This responsibility alsoincludes maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding of the assets ofthe Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable andprudent; and design, implementation and maintenance of adequateinternal financial controls, that were operating effectively for ensuringthe accuracy and completeness of the accounting records, relevantto the preparation and presentation of the Standalone FinancialStatements that give a true and fair view and are free from materialmisstatement, whether due to fraud or error.
In preparing the Standalone Financial Statements, the Managementand Board of Directors are responsible for assessing the Company'sability to continue as a going concern, disclosing, as applicable,matters related to going concern and using the going concernbasis of accounting unless the Board of Directors either intends toliquidate the Company or to cease operations, or has no realisticalternative but to do so.
The Board of Directors is also responsible for overseeing theCompany's financial reporting process.
Our objectives are to obtain reasonable assurance about whether theStandalone Financial Statements as a whole are free from materialmisstatement, whether due to fraud or error, and to issue an auditor'sreport that includes our opinion. Reasonable assurance is a highlevel of assurance, but is not a guarantee that an audit conductedin accordance with SAs will always detect a material misstatementwhen it exists. Misstatements can arise from fraud or error and areconsidered material if, individually or in the aggregate, they couldreasonably be expected to influence the economic decisions of userstaken on the basis of these Standalone Financial Statements.
As part of an audit in accordance with SAs, we exercise professionaljudgment and maintain professional skepticism throughout theaudit. We also:
• Identify and assess the risks of material misstatement of theStandalone Financial Statements, whether due to fraud or error,design and perform audit procedures responsive to those risks,and obtain audit evidence that is sufficient and appropriateto provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than forone resulting from error, as fraud may involve collusion, forgery,intentional omissions, misrepresentations, or the override ofinternal control.
• Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriatein the circumstances. Under Section 143(3)(i) of the Act, weare also responsible for expressing our opinion on whetherthe company has adequate internal financial controls withreference to financial statements in place and the operatingeffectiveness of such controls.
• Evaluate the appropriateness of accounting policies usedand the reasonableness of accounting estimates and relateddisclosures made by the Management and Board of Directors.
• Conclude on the appropriateness of the Management andBoard of Directors use of the going concern basis of accountingin preparation of Standalone Financial Statements and, basedon the audit evidence obtained, whether a material uncertaintyexists related to events or conditions that may cast significantdoubt on the Company's ability to continue as a goingconcern. If we conclude that a material uncertainty exists, weare required to draw attention in our auditor's report to therelated disclosures in the Standalone Financial Statementsor, if such disclosures are inadequate, to modify our opinion.Our conclusions are based on the audit evidence obtained upto the date of our auditor's report. However, future events orconditions may cause the Company to cease to continue asa going concern.
• Evaluate the overall presentation, structure and content of theStandalone Financial Statements, including the disclosures, andwhether the Standalone Financial Statements represent theunderlying transactions and events in a manner that achievesfair presentation.
We communicate with those charged with governance regarding,among other matters, the planned scope and timing of the audit andsignificant audit findings, including any significant deficiencies ininternal control that we identify during our audit.
We also provide those charged with governance with a statementthat we have complied with relevant ethical requirements regardingindependence, and to communicate with them all relationshipsand other matters that may reasonably be thought to bear on ourindependence, and where applicable, related safeguards.
From the matters communicated with those charged withgovernance, we determine those matters that were of most
significance in the audit of the Standalone Financial Statementsof the current period and are therefore the key audit matters. Wedescribe these matters in our auditor's report unless law or regulationprecludes public disclosure about the matter or when, in extremelyrare circumstances, we determine that a matter should not becommunicated in our report because the adverse consequencesof doing so would reasonably be expected to outweigh the publicinterest benefits of such communication.
1. As required by the Companies (Auditor's Report) Order, 2020(“the Order”) issued by the Central Government of India interms of Section 143(11) of the Act, we give in the ''Annexure A''a statement on the matters specified in paragraphs 3 and 4 ofthe Order, to the extent applicable.
2 A. As required by Section 143(3) of the Act, we report that:
a. We have sought and obtained all the informationand explanations which to the best of ourknowledge and belief were necessary for thepurposes of our audit.
b. In our opinion, proper books of account as requiredby law have been kept by the Company so far as itappears from our examination of those books.
c. The Standalone Balance Sheet, the standalonestatement of profit and loss (including othercomprehensive income), the standalone statementof changes in equity and the standalone statementof cash flows dealt with by this Report are inagreement with the books of account.
d. In our opinion, the aforesaid Standalone FinancialStatements comply with the Ind AS specified underSection 133 of the Act.
e. On the basis of the written representations receivedfrom the directors as on April 8, 2026 taken onrecord by the Board of Directors, none of thedirectors is disqualified as on March 31, 2026 frombeing appointed as a director in terms of Section164(2) of the Act.
f. With respect to the adequacy of the internalfinancial controls with reference to financialstatements of the Company and the operatingeffectiveness of such controls, refer to our separateReport in “Annexure B”
B. With respect to the other matters to be included inthe Auditor's Report in accordance with Rule 11 of theCompanies (Audit and Auditors) Rules, 2014, in ouropinion and to the best of our information and accordingto the explanations given to us:
a. The Company has disclosed the impact of pendinglitigations as at March 31, 2026 on its financialposition in its Standalone Financial Statements- Refer Note 18 and 41.1 to the StandaloneFinancial Statements.
b. The Company did not have any long-term contractsfor which there were any material foreseeable losses.The Company has made provision for foreseeablelosses on derivative contracts - refer note 17 and 36to the Standalone Financial Statements.
c. There has been no delay in transferring amounts tothe Investor Education and Protection Fund by theCompany during the year ended March 31, 2026except for INR 1 crore due to legal disputes withregard to ownership that have remain unresolved.
d. (i) The management has represented that, to the
best of their knowledge and belief, other thanas disclosed in the Note 42(b) to the StandaloneFinancial Statements, no funds have beenadvanced or loaned or invested (either fromborrowed funds or share premium or any othersources or kind of funds) by the Company to orin any other person(s) or entity(ies), includingforeign entities (“Intermediaries”), with theunderstanding, whether recorded in writingor otherwise, that the Intermediary shalldirectly or indirectly lend or invest in otherpersons or entities identified in any mannerwhatsoever by or on behalf of the Company(“Ultimate Beneficiaries') or provide anyguarantee, security or the like on behalf of theUltimate Beneficiaries.
(ii) The management has represented that, to thebest of their knowledge and belief, other thanas disclosed in the Note 42(b) to the StandaloneFinancial Statements, no funds have beenreceived by the Company from any person(s)or entity(ies), including foreign entities(“Funding Parties”), with the understanding,
whether recorded in writing or otherwise, thatthe Company shall directly or indirectly, lendor invest in other persons or entities identifiedin any manner whatsoever by or on behalf ofthe Funding Parties (“Ultimate Beneficiaries')or provide any guarantee, security or the likeon behalf of the Ultimate Beneficiaries.
(iii) Based on the audit procedures that have beenconsidered reasonable and appropriate inthe circumstances, nothing has come to ournotice that has caused us to believe that therepresentations under sub-clause (i) and (ii) ofRule 11(e), as provided under (i) and (ii) above,contain any material misstatement.
e. The final dividend paid by the Company during theyear, in respect of the same declared for the previousyear, is in accordance with Section 123 of the Act tothe extent it applies to payment of dividend.
As stated in Note 15.5 to the Standalone FinancialStatements, the Board of Directors of the Companyhave proposed final dividend for the year whichis subject to the approval of the members at theensuing Annual General Meeting. The dividenddeclared is in accordance with Section 123 of the Actto the extent it applies to declaration of dividend.
f. Based on our examination which included testchecks, the Company has used an accountingsoftwares for maintaining its books of accountwhich has a feature of recording audit trail (edit log)
facility and the same has operated throughout theyear for all relevant transactions recorded in thesoftware. Further, during the course of our audit,we did not come across any instance of audit trailfeature being tampered with. Additionally, the audittrail has been preserved by the Company as per thestatutory requirements for record retention.
C. With respect to the matter to be included in the Auditor'sReport under Section 197(16) of the Act:
In our opinion and according to the information andexplanations given to us, the remuneration paid/payableby the Company to its directors during the current yearis in accordance with the provisions of Section 197 ofthe Act. The remuneration paid to any director is not inexcess of the limit laid down under Section 197 of theAct. The Ministry of Corporate Affairs has not prescribedother details under Section 197(16) of the Act which arerequired to be commented upon by us.
For B S R & Co. LLP
Chartered AccountantsFirm's Registration No.:101248W/W-100022
Aniruddha Godbole
Partner
Place: Mumbai Membership No.: 105149
Date: May 04, 2026 ICAI UDIN:26105149TVUHSU6946