TO THE MEMBERS OF TATA CHEMICALS LIMITED

The Directors hereby present their Eighty-Seventh (87th) Annual Report on the performance of Tata Chemicals Limited (‘the Company') together with the Audited Financial Statements for the Financial Year (‘FY') ended March 31, 2026.

1. Financial Results

Rs. in crore

2. Dividend

For FY 2025-26, the Board of Directors has recommended a dividend of Rs. 11 per share i.e. 110% (Previous year: Rs. 11 per share i.e. 110%) on the Ordinary Shares of the Company. If declared at the ensuing Annual General Meeting (‘AGM'), the total dividend outgo during FY 2026-27 would amount to Rs. 280 crore (Previous year: Rs. 280 crore). The Company has fixed Wednesday, June 10, 2026 as the ‘Record date' for determining entitlement of Members to dividend for the financial year ended March 31, 2026, if declared at the AGM.

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 Rs. 14,584 crore (Previous year: Rs. 14,887 crore) and EBITDA for FY 2025-26 stood at Rs. 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 Rs. 330 crore (Previous year: Rs. 492 crore). Exceptional item of Rs. 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 Rs. 1,715 crore (Previous year: Profit after tax for continuing operations stood at Rs. 354 crore).

3.2 Standalone:

On a standalone basis, the Revenue from operations for FY 2025-26 stood at Rs. 4,831 crore (Previous year: Rs. 4,441 crore).

EBITDA for FY 2025-26 stood at Rs. 954 crore (Previous year: Rs. 818 crore). Profit before tax (before exceptional items) for FY 2025-26 stood at Rs. 686 crore (Previous year: Rs. 624 crore). Profit after tax for continuing operations stood at Rs. 606 crore (Previous year: Rs. 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.

Standalone (India)

For FY 2025-26, the Revenues from the Basic Chemistry Products business stood at Rs. 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.

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

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

EBITDA registered a decrease of 55% to Rs. 294 crore against Rs. 648 crore in the previous year. TCNA registered a loss after tax (after impairment of goodwill of Rs. 1,837 crore) of Rs. 2,287 crore during the year as against a profit of Rs. 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 Rs. 1,461 crore against Rs. 2,007 crore in the previous year, registering a decline of 27%.

EBITDA for FY 2025-26 for the UK Operations was Rs. 88 crore against Rs. 25 crore and the loss after tax was Rs. 267 crore as against the loss of Rs. 423 crore in the previous year.

For FY 2025-26, the loss included one-time exceptional non-cash expenses of Rs. 65 crore (Previous year: Rs. 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 Rs. 586 crore as against revenue of Rs. 612 crore in the previous year, a decline of 4%. TCML registered an EBITDA of Rs. 101 crore against Rs. 142 crore in the previous year and a net profit of Rs. 48 crore as against a net profit of Rs. 118 crore in the previous year. The results were impacted negatively mainly due to pricing pressures.

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.

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.

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 Rs. 2,897 crore, up by 9% YoY, as compared to Rs. 2,663 crore during FY 2024-25.

Rallis registered its highest ever EBITDA during FY 2025-26 at Rs. 364 crore, up by 26% YoY as against an EBITDA of Rs. 288 crore in the previous year. Profit before tax was Rs. 250 crore (before exceptional item of Rs. 40 crore), up by 34% YoY, as compared to Rs. 187 crore in the previous year. Rallis earned a net profit after tax (after exceptional items) of Rs. 184 crore, up by 47%, as against a net profit after tax of Rs. 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 Rs. 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 Rs. 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 Rs. 27 crore (FY 2024-25: Rs. 27 crore) and Rs. 125 crore (FY 2024-25: Rs. 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 Rs. 1,300 crore and Non-Convertible Debentures of Rs. 3,200 crore are rated at CARE AA+ (Outlook: Stable) and short-term bank facilities (non-fund based limits) of Rs. 2,000 crore are rated at CARE A1+, by CARE Ratings; and

- Commercial Paper of Rs. 100 crore is rated at CRISIL A1+ and Non-Convertible Debentures of Rs. 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.

TheCompanyhasadoptedaparticipatoryapproachindesigning 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, Joint Ventures 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.

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 86th 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) of the 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 reappointment until May 14, 2028.

At the 86th 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-?-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 at investors@tatachemicals.com.

I. Statutory Auditors

At the 83rd 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 88th 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 87th AGM forming part of this Integrated Annual Report.

III. Secretarial Auditors

At the 86th 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.

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.