3. Performance Review & State of Company's Affairs

3.1 Consolidated:

On a consolidated basis, the Revenue from operations for
FY 2025-26 stood at H 14,584 crore (Previous year: H 14,887 crore)
and EBITDA for FY 2025-26 stood at H 1,805 crore (Previous year:
H 1,953 crore). The results were impacted negatively mainly
on account of lower soda ash prices. Profit before tax (before
exceptional items) for FY 2025-26 stood at H 330 crore (Previous
year: H 492 crore). Exceptional item of H 1,956 crore includes
impact on account of closure of soda ash plant at Lostock UK,
Goodwill impairment charge on account of performance of US
operations and incremental impact of gratuity liability due to
change in regulations. Loss after tax for continuing operations
for FY 2025-26 stood at H 1,715 crore (Previous year: Profit after
tax for continuing operations stood at H 354 crore).

3.2 Standalone:

On a standalone basis, the Revenue from operations for
FY 2025-26 stood at H 4,831 crore (Previous year: H 4,441 crore).
EBITDA for FY 2025-26 stood at H 954 crore (Previous year:
H 818 crore). Profit before tax (before exceptional items) for
FY 2025-26 stood at H 686 crore (Previous year: H 624 crore).
Profit after tax for continuing operations stood at H 606 crore
(Previous year: H 524 crore).

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

4. Management Discussion & Analysis

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

5. Business Overview

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

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

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

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

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

Prebiotics find applications across Food, Animal Feed and
Pharmaceuticals.

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

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

5.1 Basic Chemistry Products
Standalone (India)

For FY 2025-26, the Revenues from the Basic Chemistry
Products business stood at H 4,651 crore, higher by 8% over
the previous year.

Soda Ash

The Company recorded Soda Ash sales of 8.27 lakh MT in
FY 2025-26, registering a growth of 15.3% over the previous
year, significantly outperforming the domestic market growth
of approximately 6%.

The volume growth in Soda Ash was primarily driven by
strong domestic demand, which increased by 5-6% during
FY 2025-26. However, on the supply side, the market remained
oversupplied throughout the year. Additionally, higher imports
kept Soda Ash prices under pressure during the period.

Globally, demand growth remained sluggish, and the market
continued to witness oversupply during the year. With muted
domestic demand in China, excess material was redirected
to export markets, altering global Soda Ash trade flows and
exerting pricing pressure across international markets.

Sodium Bicarbonate

Sales of Sodium Bicarbonate stood at 1.96 lakh MT in
FY 2025-26, registering a growth of approximately 33% over
the previous year, significantly ahead of overall market growth.

Demand for Sodium Bicarbonate in India remained robust
across key application segments during the year. Market growth
was primarily driven by the Food & Feed segments, along with
increasing demand from the Flue Gas Treatment industry.
Demand from the Textile & Dyes segment remained stable after
witnessing some headwinds during the initial quarter due to
the impact of tariffs. The market remained adequately supplied
by the domestic producers. Sodium Bicarbonate is offered
across multiple value-added grades under the brands Sodakarb
(food grade), Alkakarb (feed grade), Speckarb (industrial grade)
and Medikarb (pharma grade).

Salt

The Company recorded salt sales of 14.42 lakh MT during
FY 2025-26, registering a growth of approximately 6.6% over
the previous year, driven by sustained demand from our key
customer. Salt production during the year stood at 14.65 lakh MT.

Other Inorganic Chemicals

Cement sales stood at 3.43 lakh MT during the year, while
production stood at 3.62 lakh MT. Bromine sales volume and
production remained largely in line with the previous year.

Subsidiaries

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

During FY 2025-26, overall revenue for TCNA decreased by 6%
to H 4,936 crore from H 5,261 crore in the previous year due to
lower soda ash price.

EBITDA registered a decrease of 55% to H 294 crore against H 648
crore in the previous year. TCNA registered a loss after tax (after
impairment of goodwill of H 1,837 crore) of H 2,287 crore during
the year as against a profit of H 61 crore in the previous year.

TCE Group Limited, UK ('TCE group')

TCE Group Limited's business consists of 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.

Total revenue from the UK Operations for FY 2025-26 was
H 1,461 crore against H 2,007 crore in the previous year,
registering a decline of 27%.

EBITDA for FY 2025-26 for the UK Operations was H 88 crore
against H 25 crore and the loss after tax was H 267 crore as
against the loss of H 423 crore in the previous year.
For FY 2025-26, the loss included one-time exceptional non¬
cash expenses of H 65 crore (Previous year: H 125 crore).

The performance improved since closure of Lostock unit
in January 2025.

Tata Chemicals Magadi Limited, Kenya ('TCML')

During FY 2025-26, TCML achieved a revenue of H 586 crore as
against revenue of H 612 crore in the previous year, a decline
of 4%. TCML registered an EBITDA of H 101 crore against H 142
crore in the previous year and a net profit of H 48 crore as against
a net profit of H 118 crore in the previous year. The results were
impacted negatively mainly due to pricing pressures.

Acquisition

During the year under review, Tata Chemicals International Pte.
Limited ('TCIPL'), a wholly owned subsidiary of the Company,
successfully completed the acquisition of 100% equity share
capital of Novabay Pte. Limited, Singapore ('Novabay'), which
is engaged in the manufacture and sale of premium-grade
sodium bicarbonate, serving the Pharma, Food and Personal
Care industries across global markets.

5.2 Specialty Products
Standalone
Silica

With an installed capacity of 13,800 MT for silica, sales remained
strong, registering a growth of mid 20% over the previous year.
The increase was primarily driven by the addition of a new
customer in the rubber and tyre segment, along with approval
from leading key customers, resulting in higher overall sales
volumes. Highly Dispersible Silica ('HDS') sales volume also
grew by ~40% year-on-year, supported by increased demand
from leading tyre manufacturers.

Overall demand for silica in the domestic market was largely
driven by the tyre industry, particularly performance tyres in
the EV segment. In addition, demand for Rice Husk Ash ('RHA')-
based silica is witnessing strong growth, supported by the
sustainability commitments being adopted by the tyre industry.

Prebiotics

In FY 2025-26, Fructooligosaccharides (FOS) recorded a
sales volume growth of over 18% compared to the previous
year, supported by demand across both domestic and
international markets.

The Company continues to strengthen operations at its state-
of-the-art greenfield facility in Mambattu, Andhra Pradesh, with
the addition of new capacity for liquid FOS in the second half
of FY 2025-26. This facility boasts an array of comprehensive
food safety certifications, including FSSAI, FSSC 22000, FAMI QS,
Halal and Kosher. Additionally, the Company has received ISO
14001:2015, ISO 45001:2018 and ISO 9001:2015 certifications,
highlighting its commitment to responsible manufacturing
practices in terms of environmental management, occupational

health and safety and quality management. The facility has
been qualified by several global customers, supporting
improved capacity utilisation prospects in the coming years.

Sales during the year were supported by the successful
conversion of key domestic customers in the cake, biscuit
and nutribar segments, further strengthening the Company's
presence in these categories. In addition to core segments,
the pet food market continues to emerge as a potential area
of growth. Geographical expansion remains a key focus, with
continued traction across South East Asia, USA and Europe.

Increased awareness around fibre consumption and gut health
has supported demand in the dietary fibre category. In addition,
the presence of multinational customers in the domestic
market is facilitating global qualification and supporting the
Company's international reach in dietary fibres.

Subsidiary

Rallis India Limited ('Rallis')

Rallis India Limited, the Company's listed subsidiary, is amongst
the Top 10 Agrochemical Companies in India with a legacy of
over 7 decades, global reach and deep rural impact.

Rallis' revenue from operations for FY 2025-26 was H 2,897 crore,
up by 9% YoY, as compared to H 2,663 crore during FY 2024-25.
Rallis registered its highest ever EBITDA during FY 2025-26 at
H 364 crore, up by 26% YoY as against an EBITDA of H 288 crore
in the previous year. Profit before tax was H 250 crore (before
exceptional item of H 40 crore), up by 34% YoY, as compared
to H 187 crore in the previous year. Rallis earned a net profit
after tax (after exceptional items) of H 184 crore, up by 47%, as
against a net profit after tax of H 125 crore in the previous year.
Rallis delivered a resilient performance under a challenging
operating context underpinned by broad based volume growth
and cost optimisation. Business saw 11 new product launches
in the Domestic Crop Care Formulation business, customer and
volume expansion in B2B Exports business and healthy growth
in Soil and Plant Health business. Seeds business witnessed
strong growth driven by strategic planning and execution
amidst supply constraints and demand challenges.

6. Finance and Credit Ratings

FY 2025-26 had multi-fold focus areas to support operational
activities, strategic initiatives and debt portfolio re-alignment.
Focussed efforts were directed towards cash conservation,
expanding & optimising working capital facilities, interest cost
reduction, debt re-alignment and refinancing of borrowings.
During the year under review, the Company raised H 1,500
crore by issuing 7.06% Listed, Rated, Unsecured, Redeemable,
Taxable, Non-Cumulative, Non-Convertible Debentures on
private placement basis for repaying loans in its UK subsidiaries.

Consequently, Natrium Holdings Limited and Tata Chemicals
Europe Limited repaid their long-term loans of £ 70 million and
£ 50 million, respectively and the balance was used to partially
repay the working capital loan at Tata Chemicals Europe
Limited. Additionally, the Company raised an Unsecured Term
Loan of H 200 crore with bullet maturity of 8 years. Loan facilities
at UK subsidiaries were refinanced and re-aligned during the
year. Working capital facilities were also arranged, renegotiated
and renewed, as applicable, across geographies. Secured
Working Capital facilities in India were converted to unsecured
facilities resulting in the Company having only unsecured
facilities in India.

During FY 2025-26, Rallis and Indo Maroc Phosphore SA
('IMACID'), a joint venture, paid dividends of H 27 crore
(FY 2024-25: H 27 crore) and H 125 crore (FY 2024-25: H 139 crore)
respectively to the Company. Tata Chemicals South Africa (Pty)
Limited, a subsidiary paid dividend of South African Rand 20.0
million (H 10 crore) [FY 2024-25: South African Rand 30.0 million
(H 14 crore)], TC Africa Holdings Limited, a subsidiary paid
dividend of £ 0.8 million (H 9 crore) [FY 2024-25: £ 1.2 million
(H 13 crore)] and Gusiute Holdings (UK) Limited, a subsidiary
paid dividend of USD 0.2 million (H 2 crore) [FY 2024-25: Nil]

During the year under review, the Company sought ratings for
its Non-Convertible Debentures issued in December 2025 and
all the Company's credit ratings were re-affirmed.

The Company as on March 31, 2026 had the following
credit ratings:

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

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

- Long-Term bank facilities (fund-based limits) of H 1,300
crore and Non-Convertible Debentures of H 3,200 crore
are rated at CARE AA (Outlook: Stable) and short-term
bank facilities (non-fund based limits) of H 2,000 crore are
rated at CARE A1 , by CARE Ratings; and

- Commercial Paper of H 100 crore is rated at CRISIL A1 and
Non-Convertible Debentures of H 3,200 crore are rated at
CRISIL AA / Stable by CRISIL Ratings.

7. Dividend Distribution Policy

In accordance with Regulation 43A of the SEBI Listing
Regulations, the Board of Directors 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 www.tatachemicals.com/Dividend distribution policy.

8. Transfer to Reserves

The Board of Directors has decided to retain the entire amount
of profit for FY 2025-26 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, 2026.

10. Business Responsibility & Sustainability Report

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

11. Related Party Transactions

In line with the requirements 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 www.tatachemicals.
com/Related Pary TransactionPolicy.

All related party transactions entered into during FY 2025-26
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 pursuant
to Section 188(1) of the Act read with the relevant rules and
no material related party transactions were entered into.
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 2025-26 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
recommended by the Risk Management Committee ('RMC') and
approved by 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
focused meetings of the empowered Risk Management Group,
respective Business-level/Subsidiary-level Committees and the
RMC. The RMC meets periodically to review all the key risks and
assess the status of mitigation measures.

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

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

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

13. Corporate Social Responsibility

The Corporate Social Responsibility ('CSR') activities of
the Company are governed through the Corporate Social
Responsibility Policy ('CSR Policy') approved by the Board.
The CSR Policy guides in designing CSR interventions for
improving quality of life of society and conserving the
environment and biodiversity in a sustainable manner. The CSR
Committee of the Board 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 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, improving quality of life
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 though its Jal Dhan program,
greening, 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 clean drinking water.
The Company works on both preventive and curative health
aspects provides health care services and also conducts regular

health and nutrition camps. The education programme focusses
on students starting from primary to the post-graduation level.
Educational support is provided for enrolment of children
and improving quality of education. The skill development
project provides employability skills to local youths for getting
employment. The Company helps to provide clean water
through roof rainwater harvesting structures, installation
and maintenance of drinking water pipelines and supporting
communities with community based water purifier systems.

Building social capital: Building the social capital for long¬
term sustainability is a key cross-cutting theme in all these
programmes. Women empowerment, reducing inequality
of marginalised communities (through Affirmative Action
program), partnerships for achieving goals and setting up as
well as nurturing sustainable social enterprise models (Okhai)
are key initiatives for achieving the same.

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

The CSR Policy is available on the website of the Company at
www.tatachemicals.com/CSR policy.

The Annual Report on CSR activities for FY 2025-26 is enclosed
as Annexure 1 forming part of 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 have been denied
access to the Chairperson of the Audit Committee. The Policy
also facilitates all employees of the Company to report any
instance of leak of unpublished price sensitive information.
A dedicated third-party Ethics Helpline has been set up which
is managed by an independent professional organisation for
confidentially raising any ethical concerns or practices that
violate the Tata Code of Conduct. The Ethics helpline services
include toll-free number, web access, postal services and
e-mail facilities.

The Policy is available on the website of the Company at
www.tatachemicals.com/Whistle blower policy.

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 the 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
www.tatachemicals.com/POSH Policy.

No complaints were pending at the beginning of the
financial year.

During the year under review, three concerns were raised under
the purview of the POSH Policy.

• The first complaint was investigated and closed after
taking appropriate action.

• The second complaint was voluntarily withdrawn by the
complainant. The withdrawal was discussed with the
complainant by the Committee, and the reasons for the
withdrawal were duly noted.

• The third complaint was not formally submitted in
writing. The Committee, however, noted the concern and
undertook an informal review to facilitate a prompt and
appropriate resolution.

No complaint was pending at the end of the financial year.
No complaint as received remained pending beyond 90 days.

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

16. Particulars of Loans, Guarantees and Investments

During the year under review, the Company has invested in the
preference shares of its subsidiary company, TCIPL, Singapore
an amount of USD 226 million.

During the year under review, the Company issued
corporate guarantee of USD 38.23 million for loan facilities at
British Salt Limited.

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 2025-26 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 www.tatachemicals.
com/AGM updates.

18. Subsidiary Companies, JointVentures and Associate

As on March 31, 2026, the Company had 23 (direct and indirect)
subsidiaries (2 in India and 21 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, Novabay Pte. Limited became a
subsidiary of the Company. In order to rationalise the number
of intermediate entities in the holding structure of the
Company's UK operations, Gusiute Holdings (UK) Limited
transferred all its assets and investments to Homefield Pvt. UK
Limited effective March 30, 2026.

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

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 system to record day-to-day transactions for
accounting and financial reporting.

The Audit Committee deliberated with the Management
considered the systems as laid down and met the internal audit
team and statutory auditors to ascertain their views on the
internal financial control systems. The Audit Committee satisfied
itself as to the adequacy and effectiveness of the internal
financial control systems as laid down and kept the Board of
Directors informed. However, the Company recognises that no
matter how the internal control framework is, it has inherent
limitations and accordingly, periodic audits and reviews ensure
that such systems are updated at 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 2025-26.

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, 2026:

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 Organisation (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
Cessation

During the year under review, Mr. N. Chandrasekaran stepped
down from the position of Director and Chairman of the Board
of Directors of the Company with effect from May 29, 2025.
The Board of Directors places on record their highest
appreciation for the guidance, support and the leadership
provided by Mr. N. Chandrasekaran as Chairman of the
Company during his tenure. Thereafter, Mr. S. Padmanabhan
was appointed as the Chairman of the Board with effect
from May 30, 2025.

Appointment

At the 86^th AGM of the Company held on June 30, 2025,
the shareholders of the Company approved the appointment of
Mr. Modan Saha (DIN: 02848515) as a Director (Non-Executive,
Non-Independent) ofthe Company with effect from May 28, 2025.

Re-appointment

In accordance with the provisions of Section 152 of the
Act and the Articles of Association of the Company,
Mr. S. Padmanabhan, Chairman, Non-Executive, Non¬
Independent Director of the Company, retires by rotation at
the ensuing AGM and being eligible, has offered himself for re¬
appointment until May 14, 2028.

At the 86^th AGM of the Company held on June 30, 2025,
the shareholders of the Company approved the re-appointment
of Mr. Rajiv Dube (DIN: 00021796) as an Independent Director of
the Company for a second term commencing from September
18, 2025 to September 17, 2030 (both days inclusive).

Independent Directors

In terms of Section 149 of the Act, Ms. Padmini Khare Kaicker,
Dr. C. V. Natraj, Mr. K. B. S. Anand and Mr. Rajiv Dube are the
Independent Directors of the Company. The Company has
received declarations from all the Independent Directors
confirming that they meet the criteria of independence as
prescribed under Section 149(6) of the Act and Regulation
16(1)(b) of the SEBI Listing Regulations and are independent

of the Management. In terms of Regulation 25(8) of the SEBI
Listing Regulations, they have confirmed that they are not
aware of any circumstance or situation which exist or may
be reasonably anticipated, that could impair or impact their
ability to discharge their duties with an objective independent
judgement and without any external influence. The Board of
Directors of the Company has taken on record the declaration
and confirmation submitted by the Independent Directors after
undertaking due assessment of the veracity of the same.

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

The Independent Directors of the Company have confirmed
that they have enrolled themselves in the Independent
Directors' Databank maintained with the Indian Institute of
Corporate Affairs ('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')

Mr. Rajiv Chandan, Chief General Counsel & Company Secretary
superannuated from the services of the Company with
effect from November 30, 2025. The Board places on record
its appreciation for Mr. Chandan's contribution during his
association with the Company. The Board, on recommendation
of the Nomination & Remuneration Committee ('NRC'),
appointed Mr. Jeraz E. Mahernosh as the Company Secretary of
the Company with effect from December 1, 2025.

In terms of the provisions of Section 2(51) and Section 203
of the Act, the following are the KMP of the Company as on
March 31, 2026:

Mr. R. Mukundan, Managing Director & CEO

Mr. Nandakumar S. Tirumalai, Chief Financial Officer

Mr. Jeraz E. Mahernosh, Company Secretary

Procedure for Nomination and Appointment of Directors

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

The Committee is also responsible for reviewing the profiles
of potential candidates vis-a-vis the required competencies
and meeting the potential candidates prior to making
recommendations of their nomination to the Board. At the
time of appointment, specific requirements 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
and are available with the Board. The Directors have also
reviewed the list of core skills, expertise and competencies
which were mapped against them. The same is disclosed
in the Corporate Governance Report forming part of this
Integrated Annual Report.

Scientific Advisory Board

The Board has constituted a Scientific Advisory Board
comprising scientists with relevant domain expertise 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 www.
tatachemicals.com/Criteria for determining Qualifications.

Board Evaluation

The Board has carried out the annual evaluation of its own
performance and that of its Committees and individual
Directors for the year pursuant to the provisions of the Act
and the SEBI Listing Regulations. The exercise of performance
evaluation was carried out electronically through a secure

application, reducing the cycle time to make documents
available to the Board/Committee Members and in increasing
confidentiality and accuracy.

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

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

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

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

23. Remuneration Policy

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

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

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

25. Particulars of Employees

Disclosures pertaining to remuneration and other details as
required under Section 197(12) of the Act read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 ('Rules') are enclosed as Annexure 3
forming part of this Report. The statement containing
particulars of employees as required under Section 197(12)
of the Act read with Rule 5(2) and 5(3) of the Rules also forms
part of this Report. Further, the Report and the Accounts are
being sent to the Members excluding the aforesaid statement.
In terms of Section 136 of the Act, the said statement will
be open for inspection upon request by the Members.
Any Member interested in obtaining such particulars may write
to the Company Secretary atinvestors@tatachemicals.com.

26. Auditors

I. Statutory Auditors

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

The report of the Statutory Auditors along with notes
to Schedules is a part 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) as the
Cost Auditors of the Company for FY 2026-27.

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 87^th AGM
forming part of this Integrated Annual Report.

III. Secretarial Auditors

At the 86^th AGM held on June 30, 2025, Parikh & Associates,
Practising Company Secretaries (Firm Registration No.
P1988MH009800) were appointed as Secretarial Auditors
of the Company to carry out Secretarial Audit for five
(5) consecutive years commencing from FY 2025-26
till FY 2029-30. The report of the Secretarial Auditors
for FY 2025-26 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
instance of fraud committed in the Company by its officers or
employees to the Audit Committee under Section 143(12) of
the Act, details of which need to be mentioned in this Report.

28. General Disclosures

I. Details of Board Meetings

During the year under review, eight (8) Board Meetings
were held, details of which are provided in the Corporate
Governance Report.

II. Composition of Audit Committee

The Audit Committee comprised five (5) Members out of
which four (4) are Independent Directors and one (1) is
a Non-Executive Director. During the year under review,
eight (8) Audit Committee Meetings were held, details of
which are provided in the Corporate Governance Report.
During the year under review, there were no instances
when the recommendations of the Audit Committee
were not accepted by the Board.

III. Composition of CSR Committee

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

IV. Secretarial Standards

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

29. Other disclosures

a) During FY 2025-26, the Company has complied with
all the applicable provisions relating to the Maternity
Benefit Act, 1961 and has adequate policies, systems and
processes to ensure well-being of its women employees.

b) 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.

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.

e) There was no instance of one-time settlement with any
bank or financial institution.

f) No proceedings are initiated/pending against the
Company under the Insolvency and Bankruptcy
Code, 2016.

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, 2026

is available on the Company's website at www.tatachemicals.

com/Form MGT-7.

31. Acknowledgements

The Board places on record their deep appreciation to our
shareholders, customers, business partners, vendors, bankers,
financial institutions and academic institutions for all the
support rendered during the year.

The Company is also thankful to the Government of India,
the various ministries of the State Governments, the Central
and State regulatory authorities, communities in the
neighbourhood of our operations, municipal authorities, local
authorities and the Company's Unions in areas where we
are operational in India; as also partners, governments and
stakeholders in international geographies where the Company
operates, for all the support rendered during the year.

Finally, we value the hard work, dedication and commitment
of all our employees including workmen at the manufacturing
plants and their families towards the success of the Company.

On behalf of the Board of Directors

S. Padmanabhan
Chairman

DIN:00306299
Mumbai, May 4, 2026