1. We have audited the accompanying standalone financialstatements of Tata Steel Limited ("the Company"), whichcomprise the Balance Sheet as at March 31, 2025 andthe Statement of Profit and Loss (including OtherComprehensive Income), the Statement of Changes inEquity and the Statement of Cash Flows for the year thenended, and notes to the standalone financial statements,including material accounting policy information andother explanatory information.
2. In our opinion and to the best of our information andaccording to the explanations given to us, the aforesaidstandalone financial statements give the informationrequired by the Companies Act, 2013 ("the Act") in themanner so required and give a true and fair view inconformity with the accounting principles generally
accepted in India, of the state of affairs of the Companyas at March 31, 2025, and total comprehensive income(comprising of profit and other comprehensive income),changes in equity and its cash flows for the yearthen ended.
3. We conducted our audit in accordance with the Standardson Auditing (SAs) specified under Section 143(10) ofthe Act. Our responsibilities under those Standards arefurther described in the "Auditor's Responsibilities for theAudit of the Standalone Financial Statements" sectionof our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Instituteof Chartered Accountants of India together with theethical requirements that are relevant to our audit ofthe financial statements under the provisions of theAct and the Rules thereunder, and we have fulfilled ourother ethical responsibilities in accordance with theserequirements and the Code of Ethics. We believe thatthe audit evidence we have obtained is sufficient andappropriate to provide a basis for our opinion.
4. Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of thestandalone financial statements of the current period. These matters were addressed in the context of our audit of thestandalone financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinionon these matters.
Key audit matter
How our audit addressed the key audit matter
Fair value measurement of investments in equity shares of
Our audit procedures included the following:
subsidiaries
• Obtained an understanding from the management,
[Refer to Note 2(c) to the standalone financial statements
assessed and tested the design and operating effectiveness
- "Use of estimates and critical accounting judgements -
of the Company's key controls over the fair valuation of
Fair value measurements of financial instruments", Note
equity investment in subsidiaries.
2(l) to the standalone financial statements - "Investmentsin subsidiaries, associates and joint ventures", Note 6 to thestandalone financial statements -"Investments", Note 6(iii)and 6(iv) to the standalone financial statements]
• Discussed with those charged with governance the changein accounting policy and compliance with the applicableaccounting standards.
During the year ended March 31, 2025, the Company hasvoluntarily changed its accounting policy, in keeping withthe provisions of Ind AS 8 "Accounting Policies, Changesin Accounting Estimates and Errors" to measure its equityinvestments in subsidiaries from cost less impairment as
• Evaluated the Company's process regarding fair valueassessment by involving auditor's valuation experts,where considered necessary, to assist in assessing theappropriateness of the fair value models, underlyingassumptions relating to discount rate, terminal value, etc.
per Ind AS 27 "Separate Financial Statements" to fair value
• Evaluated the cash flow forecasts with the latest budgets,
through other comprehensive income as per Ind AS 109
actual past results, other supporting documents, as
"Financial instruments" with retrospective effect.
applicable, and our understanding of the internal and
The basis for the aforesaid change in accounting policy,
external factors.
considered by the Company, is set out in Note 48.
• Checked the mathematical accuracy of the fair value
In accordance with the new accounting policy, the total
models.
carrying amount of equity investments in subsidiaries as on
• Assessed the sensitivity analysis and evaluated whether
March 31,2025 is 163,320.74 crores.
any reasonably foreseeable change in assumptions could
The determination of fair value of the Company's material
lead to change in fair value.
equity investments in subsidiaries is based on management's
• Discussed the key assumptions and sensitivities with those
estimates and key assumptions that include:
charged with governance.
• Cash flow forecast including assumptions on capacity
• Evaluated the adequacy of the disclosures made in the
expansion and plan for decarbonisation
standalone financial statements.
• Discount rates
• Terminal growth rate
• Economic and entity specific factors incorporated in the
fair value models.
Significant judgements are involved in the aforesaidassumptions used in the discounted cash flow models. Theaccounting for investments in equity shares of subsidiariesis a key audit matter due to the uncertainty of forecasts anddiscounting future cash flows, being inherently subjective,and the level of management's judgement and estimationinvolved .
Business Combination under Common Control
Amalgamation of Bhubaneshwar Power Private Limited
• Understood from the management, assessed and tested
(BPPL), Angul Energy Limited (AEL) and The Indian Steel &
the design and operating effectiveness of the Company's
Wire Products Limited (ISWP)
key controls over the accounting for business combinations.
[Refer to Note 2(d) to the standalone financial statements
• Traced the assets and liabilities as at April 1, 2023 and
"Business combination under common control" and Notes
results for the financial year ended March 31,2024 of BPPL,
43, 44 and 45 to the standalone financial statements]
AEL and ISWP as appearing in the consolidated financial
Pursuant to the National Company Law Tribunal (NCLT)
statements of the Company before the merger.
Orders received during the year, three subsidiaries of
• Recomputed the consideration paid in cash with reference
the Company, viz., BPPL (wholly owned), AEL and ISWP
to the NCLT Orders.
("Transferor Companies") were merged with the Company.The 'appointed date' as per the respective Schemes ofAmalgamation is April 1,2022 for AEL and ISWP and April 1,2023 for BPPL.
• Evaluated the Company's accounting for the businesscombinations in accordance with the 'pooling of interests'method in Appendix C "Business combinations of
entities under common control" of Ind AS 103 "Business
The Company has accounted for the business combinations
Combinations" in accordance with the NCLT Orders.
using the pooling of interest method in accordance withAppendix C "Business combinations of entities undercommon control" of Ind AS 103 "Business Combinations"
• Tested the management's computation of determining theamount recorded in the capital reserve.
in accordance with the NCLT Orders. The carrying value of
• Assessed the adequacy of the disclosures made in the
the assets and liabilities of the subsidiaries as at April 1,2023(being the beginning of the previous period presented), asappearing in the consolidated financial statements of theCompany before the merger have been incorporated in thebooks with merger adjustments, as applicable.
The Company has paid consideration in cash to the eligibleshareholders of the erstwhile subsidiaries, AEL and ISWP, inaccordance with the respective Schemes.
The Company has recognised capital reserve in "OtherEquity".
Considering the complexities involved, the aforesaidbusiness combinations impact on the standalone financialstatements has been considered to be a key audit matter.
Assessment of litigations and related disclosures of
contingent liabilities
• We understood from the management, assessed and tested
-"Use of estimates and critical accounting judgements-
key controls surrounding assessment of litigations relating
Provisions and contingent liabilities", Note 34A to the
to the relevant laws and regulations.
standalone financial statements "Contingencies" and Note
• We have reviewed the legal and other professional
35 to the standalone financial statements-"Other significant
expenses and enquired with the management for recent
litigations"]
developments and the status of the material litigationswhich were reviewed.
As at March 31, 2025, the Company has exposures towards
• We performed our assessment on a test basis on the
litigations relating to various matters as set out in the
underlying calculations supporting the contingent
aforesaid Notes. Significant management judgement is
liabilities /other significant litigations disclosed in the
required to assess such matters to determine the probability
of occurrence of material outflow of economic resources and
• We used auditor's experts/specialists to gain an
whether a provision should be recognised or a disclosure
understanding and to evaluate the disputed tax matters.
should be made. The management judgement is also
• We considered external legal opinions, where relevant,
supported with legal advice in certain cases, as consideredappropriate. As the ultimate outcome of the matters are
obtained by management.
uncertain and the positions taken by the management are
• We evaluated management's assessments by
based on the application of their best judgement, related
understanding precedents set in similar cases and assessed
legal advice including those relating to interpretation of
the reliability of the management's past estimates/judgements.
• We evaluated management's assessment around thosematters that are not disclosed or not considered ascontingent liability, as the probability of material outflow isconsidered to be remote by the management.
• We assessed the adequacy of the Company's disclosures.
laws/regulations, it is considered as a key audit matter.
5. The Company's Board of Directors is responsible for theother information. The other information comprisesthe Management Discussion and Analysis and Board'sreport (but does not include the standalone financialstatements and our auditor's report thereon), which weobtained prior to the date of this auditor's report, andadditional information excluding those referred abovethat would be included in the Integrated Report (titled as'Tata Steel Integrated Report and Annual Accounts 2024¬2025'), which is expected to be made available to us afterthat date.
Our opinion on the standalone financial statements doesnot cover the other information and we do not and willnot express any form of assurance conclusion thereon.
In connection with our audit of the standalone financialstatements, our responsibility is to read the otherinformation identified above and, in doing so, considerwhether the other information is materially inconsistentwith the standalone financial statements or ourknowledge obtained in the audit, or otherwise appearsto be materially misstated.
If, based on the work we have performed on the otherinformation that we obtained prior to the date of thisauditor's report, we conclude that there is a materialmisstatement of this other information, we are requiredto report that fact. We have nothing to report inthis regard.
When we read the additional information, as mentionedabove, that would be included in the Integrated Report, ifwe conclude that there is a material misstatement therein,we are required to communicate the matter to thosecharged with governance and take appropriate actionas applicable under the relevant laws and regulations.
6. The Company's Board of Directors is responsible for thematters stated in Section 134(5) of the Act with respect tothe preparation of these standalone financial statementsthat give a true and fair view of the financial position,financial performance, changes in equity and cash flowsof the Company in accordance with the accounting
principles generally accepted in India, including theIndian Accounting Standards specified under Section 133of the Act. This responsibility also includes maintenanceof adequate accounting records in accordance with theprovisions of the Act for safeguarding of the assets ofthe Company and for preventing and detecting fraudsand other irregularities; selection and application ofappropriate accounting policies; making judgmentsand estimates that are reasonable and prudent; anddesign, implementation and maintenance of adequateinternal financial controls, that were operating effectivelyfor ensuring the accuracy and completeness of theaccounting records, relevant to the preparation andpresentation of the standalone financial statementsthat give a true and fair view and are free from materialmisstatement, whether due to fraud or error.
7. In preparing the standalone financial statements, Boardof Directors is responsible for assessing the Company'sability to continue as a going concern, disclosing, asapplicable, matters related to going concern and usingthe going concern basis of accounting unless Board ofDirectors either intends to liquidate the Company or tocease operations, or has no realistic alternative but todo so.
8. The Board of Directors is also responsible for overseeingthe Company's financial reporting process.
9. Our objectives are to obtain reasonable assuranceabout whether the standalone financial statements asa whole are free from material misstatement, whetherdue to fraud or error, and to issue an auditor's reportthat includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an auditconducted in accordance with SAs will always detecta material misstatement when it exists. Misstatementscan arise from fraud or error and are consideredmaterial if, individually or in the aggregate, they couldreasonably be expected to influence the economicdecisions of users taken on the basis of these standalonefinancial statements.
10. As part of an audit in accordance with SAs, we exerciseprofessional judgement and maintain professionalscepticism throughout the audit. We also:
• Identify and assess the risks of material misstatementof the standalone financial statements, whether dueto fraud or error, design and perform audit proceduresresponsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basisfor our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than forone resulting from error, as fraud may involve collusion,forgery, intentional omissions, misrepresentations, orthe override of internal control.
• Obtain an understanding of internal control relevantto the audit in order to design audit proceduresthat are appropriate in the circumstances. UnderSection 143(3)(i) of the Act, we are also responsiblefor expressing our opinion on whether the Companyhas adequate internal financial controls with referenceto financial statements in place and the operatingeffectiveness of such controls.
• Evaluate the appropriateness of accounting policiesused and the reasonableness of accounting estimatesand related disclosures made by management.
• Conclude on the appropriateness of management'suse of the going concern basis of accounting and,based on the audit evidence obtained, whethera material uncertainty exists related to events orconditions that may cast significant doubt on theCompany's ability to continue as a going concern.If we conclude that a material uncertainty exists, weare required to draw attention in our auditor's reportto the related disclosures in the standalone financialstatements or, if such disclosures are inadequate, tomodify our opinion. Our conclusions are based onthe audit evidence obtained up to the date of ourauditor's report. However, future events or conditionsmay cause the Company to cease to continue as agoing concern.
• Evaluate the overall presentation, structure andcontent of the standalone financial statements,including the disclosures, and whether the standalonefinancial statements represent the underlyingtransactions and events in a manner that achievesfair presentation.
11. We communicate with those charged with governanceregarding, among other matters, the planned scopeand timing of the audit and significant audit findings,including any significant deficiencies in internal controlthat we identify during our audit.
12. We also provide those charged with governance witha statement that we have complied with relevantethical requirements regarding independence, andto communicate with them all relationships and othermatters that may reasonably be thought to bear on ourindependence, and where applicable, related safeguards.
13. From the matters communicated with those chargedwith governance, we determine those matters thatwere of most significance in the audit of the standalonefinancial statements of the current period and aretherefore the key audit matters. We describe thesematters in our auditor's report unless law or regulationprecludes public disclosure about the matter or when,in extremely rare circumstances, we determine thata matter should not be communicated in our reportbecause the adverse consequences of doing so wouldreasonably be expected to outweigh the public interestbenefits of such communication.
14. I n accordance with the Scheme of Amalgamation ofAEL and the Company referred to in Note 44 to thestandalone financial statements, the comparative figuresfor the year ended March 31, 2024 have been restatedto include the financial statements of AEL, which reflecttotal assets of 11,862.02 crores as at March 31, 2024, netassets of 11,779.45 crores as at March 31, 2024, totalrevenue of 1486.40 crores, net profit of 1844.64 croresand total comprehensive income (comprising of profitand other comprehensive income) of 1845.16 crores forthe year ended March 31, 2024 and cashflows (net) forthe period from April 1, 2023 to March 31, 2024 of 11.55crores. These financial statements and other financialinformation have been audited by other auditor whosereport has been furnished to us and has been relied uponby us. We have audited the adjustments made by themanagement consequent to the amalgamation of AELwith the Company to arrive at the restated comparativefigures for year ended March 31, 2024.
15. As required by the Companies (Auditor's Report) Order,2020 ("the Order"), issued by the Central Governmentof India in terms of sub-section (11) of Section 143 ofthe Act, we give in the Annexure B a statement on thematters specified in paragraphs 3 and 4 of the Order, tothe extent applicable.
16. 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 asit appears from our examination of those booksexcept for the matters stated in paragraph 16(h)(vi) below on reporting under Rule 11(g) of theCompanies (Audit and Auditors) Rules, 2014 (asamended).
(c) The Balance Sheet, the Statement of Profit andLoss (including other comprehensive income), theStatement of Changes in Equity and the 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 Indian AccountingStandards specified under Section 133 of the Act.
(e) On the basis of the written representations receivedfrom the directors, taken on record by the Board ofDirectors, none of the directors is disqualified as onMarch 31,2025 from being appointed as a directorin terms of Section 164(2) of the Act.
(f) With respect to the maintenance of accounts andother matters connected therewith, reference ismade to our remarks in paragraph 16(b) above onreporting under Section 143(3)(b) and paragraph16(h)(vi) below on reporting under Rule 11(g) ofthe Companies (Audit and Auditors) Rules, 2014 (asamended).
(g) With respect to the adequacy of the internalfinancial controls with reference to standalonefinancial statements of the Company and theoperating effectiveness of such controls, refer toour separate Report in "Annexure A".
(h) With respect to the other matters to be includedin the Auditor's Report in accordance with Rule 11of the Companies (Audit and Auditors) Rules, 2014(as amended), in our opinion and to the best ofour information and according to the explanationsgiven to us:
i. The Company has disclosed the impact ofpending litigations on its financial positionin its standalone financial statements -Refer Note 34(A) and 35 to the standalonefinancial statements;
ii. The Company did not have any long¬term contracts including derivativecontracts for which there were any materialforeseeable losses.
iii. There has been no delay in transferringamounts, required to be transferred, to theInvestor Education and Protection Fund by theCompany during the year.
iv. (a) The management has represented that, to
the best of its knowledge and belief, otherthan as disclosed in Notes 6(x) and 7(v) tothe standalone financial statements, nofunds have been advanced or loaned orinvested (either from borrowed funds orshare premium or any other sources orkind of funds) by the Company to or in anyother person(s) or entity(ies), includingforeign entities ("Intermediaries"), withthe understanding, whether recordedin writing or otherwise, that theIntermediary shall, whether directly orindirectly, lend or invest in other personsor entities identified in any mannerwhatsoever by or on behalf of theCompany ("Ultimate Beneficiaries") orprovide any guarantee, security or the likeon behalf of the Ultimate Beneficiaries;
(b) The management has represented that,to the best of its knowledge and belief, asdisclosed in the Notes 6(xi) and 7(vi) to thestandalone financial statements, no fundshave been received by the Company fromany person(s) or entity(ies), includingforeign entities ("Funding Parties"), withthe understanding, whether recorded inwriting or otherwise, that the Companyshall, whether directly or indirectly, lendor invest in other persons or entitiesidentified in any manner whatsoeverby or on behalf of the Funding Party("Ultimate Beneficiaries") or provide anyguarantee, security or the like on behalfof the Ultimate Beneficiaries; and
(c) Based on such audit procedures that weconsidered reasonable and appropriatein the circumstances, nothing hascome to our notice that has causedus to believe that the representationsunder sub-clause (a) and (b) contain anymaterial misstatement.
v. The dividend declared / paid by the Companyduring the year and until the date of this auditreport is in compliance with Section 123 ofthe Act.
vi. Based on our examination, which includedtest checks, the Company has used multipleaccounting software for maintaining itsbooks of account which have a feature ofrecording audit trail (edit log) facility andthat has operated throughout the year for allrelevant transactions recorded in accountingsoftware, except for modifications if any, madeby certain users with specific access in fiveapplications and for direct database changesfor these accounting software. During thecourse of performing our audit procedures,except for the aforesaid instances of audittrail not maintained where the question of ourcommenting on whether the audit trail featurehas been tampered with does not arise, we didnot notice any instance of audit trail featurebeing tampered with. Further, the audit trail,to the extent maintained in the prior year, hasbeen preserved by the Company as per thestatutory requirements for record retention.
17. The Company has paid/ provided for managerialremuneration in accordance with the requisite approvalsmandated by the provisions of Section 197 read withSchedule V to the Act.
Firm Registration Number: 304026E/E-300009
Subramanian Vivek
Partner
Membership Number: 100332UDIN: 25100332BMOSQM1758
Place: MumbaiDate: May 12, 2025