Market
  • Company Info.

    Tata Steel Ltd.

    Management Team



    Market Cap.(`) 207114.27 Cr. P/BV 2.30 Book Value (`) 72.21
    52 Week High/Low ( ` ) 178/123 FV/ML 1/1 P/E(X) 60.55
    Book Closure 06/06/2025 EPS (`) 2.74 Div Yield (%) 2.17
    You can view Board of Directors and Key Executives of the company.

    Board of Directors
    Sr.No.NameDesignation
    1 Mr. N ChandrasekaranChairman & Non-Exe.Director
    2 Mr. Noel Naval TataNon Executive Vice Chairman
    3 Mr. T V NarendranManaging Director & CEO
    4 Mr. Koushik ChatterjeeExecutive Director & CFO
    5 Mr. Saurabh AgrawalNon Executive Director
    6 Dr. Shekhar C MandeIndependent Director
    7 Mr. V K SharmaIndependent Director
    8 Ms. Bharti Gupta RamolaIndependent Director
    9 Mr. Pramod AgrawalIndependent Director
    10 Mr. Deepak KapoorIndependent Director

    Key Executives
    Sr.No.NameDesignation
    1 Mr. Parvatheesam KanchinadhamCo. Secretary & Compl. Officer
    2 Mr. Sandeep KumarVice President - Raw Materials
    3 Mr. Jayanta BanerjeeChief Information Officer
    4 Mr. Peeyush GuptaVice President - TQM, Group Strategic Procurement
    5 Mr. Prabhat KumarVice President - Marketing & Sales - Flat Products
    6 Mr. Akshay KhullarVice President - Engineering & Projects
    7 Mr. Ashish AnupamVice President - Long Products
    8 Ms. Atrayee SanyalChief People Officer
    9 Mr. Chaitanya BhanuVice President - Operations (Tata Steel Jamshedpur
    10 Mr. Probal GhoshVice President - One Shared Services
    11 Mr. Rajesh NairCEO - Tata Steel UK
    12 Mr. Rajiv MangalVice President - Safety, Health & Sustainability
    13 Mr. D B Sundara RamamVice President - Corporate
    14 Mr. Uttam SinghVice President - Operations (Tata Steel Meramandal
    15 Mr. Subodh PandeyVice President - Technology, R&D, NMB & Graphene
    16 Mr. Sandeep BhattacharyaVice President - Financial Control & Business Anal
    17 Mr. Hans van den BergCEO - Tata Steel Nederland
    18 Ms. Samita ShahVice President - Corporate Finance, Treasury & Ris
  • Tata Steel Ltd.

    Directors Report



    Market Cap.(`) 207114.27 Cr. P/BV 2.30 Book Value (`) 72.21
    52 Week High/Low ( ` ) 178/123 FV/ML 1/1 P/E(X) 60.55
    Book Closure 06/06/2025 EPS (`) 2.74 Div Yield (%) 2.17
    You can view full text of the latest Director's Report for the company.
    Year End :2025-03

    The Board of Directors ('Board') of Tata Steel Limited ('Tata Steel' or 'Company') expresses profound grief on the demise
    of Padma Vibhushan Ratan N. Tata. The Board places on record its deep respect and enduring gratitude to Mr. Tata for his
    unparalleled contributions that have profoundly shaped the Company. The visionary leadership of Mr. Tata and his unwavering
    commitment have been pivotal in transforming Tata Steel into a global steel company. Mr. Tata's legacy of innovation,
    philanthropy, and commitment to excellence will continue to inspire us in times to come.

    The Directors take pleasure in presenting the 10th Integrated Report prepared as per Integrated Reporting <IR> framework of
    the IFRS Foundation and the 118th Annual Accounts on the business and operations of Tata Steel, along with the summary of
    standalone and consolidated financial statements for the financial year ended March 31, 2025.

    A. Financial Results

    (H crore)

    Tata Steel Standalone    Tata Steel Group

     

    2024-25

    2023-24

    2024-25

    2023-24

    Revenue from operations

    1,32,516.66

    1,40,932.65

    2,18,542.51

    2,29,170.78

    Total expenditure before finance cost, depreciation (net of
    expenditure transferred to capital)

    1,04,651.17

    1,10,943.94

    1,93,244.06

    2,06,864.88

    Operating Profit

    27,865.49

    29,988.71

    25,298.45

    22,305.90

    Add: Other income

    2,246.90

    3,113.49

    1,540.53

    1,808.85

    Profit before finance cost, depreciation, exceptional items and tax

    30,112.39

    33,102.20

    26,838.98

    24,114.75

    Less: Finance costs

    4,238.35

    4,100.52

    7,340.95

    7,507.57

    Profit before depreciation, exceptional items and tax

    25,874.04

    29,001.68

    19,498.03

    16,607.18

    Less: Depreciation and amortisation expenses

    6,253.16

    6,008.95

    10,421.33

    9,882.16

    Profit/(Loss) before share of profit/(loss) of joint ventures &
    associates, exceptional items & tax

    19,620.88

    22,992.73

    9,076.70

    6,725.02

    Share of profit/(loss) of Joint Ventures & Associates

    -

    -

    190.81

    (57.98)

    Profit/(Loss) before exceptional items & tax

    19,620.88

    22,992.73

    9,267.51

    6,667.04

    Add/(Less): Exceptional Items

    (902.04)

    (3,488.02)

    (854.64)

    (7,814.08)

    Profit before tax

    18,718.84

    19,504.71

    8,412.87

    (1,147.04)

    Less: Tax Expense

    4,749.14

    3,842.86

    5,239.09

    3,762.57

    (A) Profit/(Loss) after tax

    13,969.70

    15,661.85

    3,173.78

    (4,909.61)

    Total Profit/(Loss) for the period attributable to:

           

    Owners of the Company

    -

    -

    3,420.51

    (4,437.44)

    Non controlling interests

    -

    -

    (246.73)

    (472.17)

    (B) Total other comprehensive income

    (23,973.16)

    (9,028.37)

    273.30

    (3,227.90)

    (C) Total comprehensive income for the period [ A + B ]

    (10,003.46)

    6,633.48

    3,447.08

    (8,137.51)

    Retained Earnings: Balance brought forward from the
    previous year

    1,00,380.17

    89,292.09

    34,815.73

    48,166.32

    Add: Profit for the period

    13,969.70

    15,661.85

    3,420.51

    (4,437.44)

    Add: Other Comprehensive Income recognised in Retained
    Earnings

    (126.41)

    (159.77)

    (50.49)

    (4,671.57)

    Add: Other movements within equity

     

    -

    2.65

    168.21

    Balance

    1,14,223.46

    1,04,794.17

    38,188.40

    39,225.52

    Which the Directors have apportioned as under to:-

           

    (i) Dividend on Ordinary Shares

    4,494.07

    4,414.00

    4,489.87

    4,409.79

    Total Appropriations

    4,494.07

    4,414.00

    4,489.87

    4,409.79

    Retained Earnings: Balance to be carried forward

    1,09,729.39

    1,00,380.17

    33,698.53

    34,815.73

    Notes:

    i.    Scheme of amalgamation of The Indian Steel & Wire
    Products Limited (
    'ISWP') with the Company was
    approved and sanctioned by the Hon'ble National
    Company Law Tribunal (
    'Hon'ble NCLT'), Kolkata bench
    on May 24, 2024 and the Hon'ble NCLT, Mumbai bench
    on August 6, 2024.

    ii. Scheme of amalgamation of Angul Energy Limited ('AEL')
    with the Company was approved and sanctioned by the
    Hon'ble NCLT, Delhi bench on April 18, 2024 and the
    Hon'ble NCLT, Mumbai bench on July 3, 2024.

    iii.    Scheme of amalgamation of Bhubaneshwar Power
    Private Limited (
    'BPPL') with the Company was approved
    and sanctioned by the Hon'ble NCLT, Hyderabad bench
    on June 6, 2024.

    iv.    The Company has voluntarily changed its accounting
    policy in keeping with the provisions of Ind AS 8
    'Accounting Policies, Changes in Accounting Estimates
    and Errors' to measure its equity investments in
    subsidiaries in the Standalone financial results/
    statements from cost less impairment as per Ind AS 27
    'Separate Financial Statements' to fair value through
    other comprehensive income as per Ind AS 109 'Financial
    instruments' with retrospective effect. The Company's
    Management believes that this change in accounting
    policy provides reliable and more relevant information
    about the effects of transactions, other events or
    conditions on the entity's financial position and financial
    performance to the users of financial results/statements.

    v.    During the year under review, exceptional items
    (Consolidated Accounts) primarily represent:

    a)    Provision for impairment of non-current assets
    H119 crore, which primarily includes impairment
    of Property, plant and equipment, intangibles
    (including capital work-in-progress) at Tata Steel
    Europe (
    'TSE').

    b)    Net Provision for Employee Separation Scheme
    (
    'ESS') amounting to H692 crore under Sunehere
    Bhavishya Ki Yojana (
    'SBKY') and other scheme
    at Tata Steel Limited (Standalone), Tata Steel
    Downstream Products Limited and at Neelachal
    Ispat Nigam Limited (
    'NINL').

    c)    Contribution to electoral trusts H173 crore Tata Steel
    Limited (Standalone).

    d)    Loss on sale of subsidiaries and non-current
    investments (net) H7 crore at TSE.

    Partly offset by,

    e)    Gain on sale of non-current assets at Tata Steel
    (Thailand) Public Company Limited (
    'TSTH')
    amounting to H62 crore on sale of land.

    f)    Fair valuation gain on non-current investments
    amounting to H17 crore at Tata Steel Limited
    (Standalone).

    g)    Credit of H58 crore under restructuring and other
    provisions mainly at TSE due to reversal of provision
    in respect of heavy-end restructuring.

    The exceptional items (Consolidated Accounts) in

    Financial Year 2023-24 primarily include:

    a)    Provision for impairment of non-current assets
    H3,516 crore, which primarily includes impairment
    of property, plant and equipment, intangibles
    (including capital work-in-progress) at TSE due to
    heavy end restructuring along with impairment
    for Sukinda mines and impairment of port project
    in India.

    b)    Net Provision for ESS amounting to H130 crore
    under SBKY and other scheme at Tata Steel Limited
    (Standalone) and at NINL.

    c)    Charge of H4,263 crore under restructuring and
    other provisions mainly at TSE and at Tata Steel
    Limited (Standalone) for Sukinda mines.

    Partly offset by,

    d)    Gain on sale of non-current investments in an
    associate at TSE amounting to H5 crore.

    e)    Gain on sale of non-current assets at TSTH
    amounting to H52 crore on disposal of Mini Blast
    Furnace asset.

    f)    Impairment reversal H20 crore at TSE on deferred
    consideration of Speciality Business.

    g)    Fair valuation gain on non-current investments
    amounting to H18 crore at Tata Steel Limited
    (Standalone).

    1.    Dividend Distribution Policy

    In terms of Regulation 43A of the Securities and Exchange
    Board of India (Listing Obligations and Disclosure
    Requirements) Regulations, 2015, (
    'SEBI Listing
    Regulations'
    ), the Board of Directors of the Company
    (the 
    'Board') formulated and adopted the Dividend
    Distribution Policy (the 
    'Policy').

    The Policy is available on the website of the Company
    at 
    https://www.tatasteel.com/media/6086/dividend-
    policy-final.pdf

    2.    Dividend

    For the Financial Year 2024-25, the Board has
    recommended a dividend of H3.60 per Ordinary (equity)
    Share of face value of HI/- each (previous year: H3.60 per
    fully paid-up Ordinary (equity) Share of face value of H1/-
    each).

    The Board has recommended dividend based on the
    parameters laid down in the Dividend Distribution Policy.
    The dividend will be paid out of the profits for the year.

    The dividend on Ordinary (equity) Shares is subject
    to the approval of the Shareholders at the Annual
    General Meeting (
    'AGM') scheduled to be held on
    Wednesday, July 2, 2025 and will be paid on and from
    Friday, July 4, 2025.

    The Record Date fixed for determining entitlement
    of Members to final dividend for the financial year
    ended March 31, 2025, if approved at the AGM, is
    Friday, June 6, 2025.

    Based on the number of Ordinary (equity) Shares as on
    the date of this Report, the dividend, if approved would
    result in a cash outflow of ~H4,494.07 crore. The dividend
    on Ordinary (equity) Shares is 360% of the paid-up value
    of each share. The total dividend pay-out works out to
    32% of the net profits of H13,970 crore (on standalone
    basis).

    Pursuant to the Finance Act, 2020, dividend income
    is taxable in the hands of the shareholders effective
    April 1, 2020 and the Company is required to deduct
    tax at source from dividend paid to the Members at
    prescribed rates as per the Income Tax Act, 1961.

    3.    Transfer to Reserves

    The Board of Directors has decided to retain the entire
    amount of profit for the Financial Year 2024-25 in the
    statement of profit and loss.

    4.    Capex and Liquidity

    During the year under review, the Company, on a
    consolidated basis spent H15,671 crore on capital projects
    primarily across India and Europe largely towards
    ongoing growth projects in India, essential sustenance
    and replacement schemes.

    The Company's liquidity position, on a consolidated
    basis, is H38,791 crore as on March 31, 2025, comprising
    H12,222 crore in cash and cash equivalent and balance in
    undrawn credit lines.

    5.    Management Discussion and Analysis

    The Management Discussion and Analysis as required in
    terms of the SEBI Listing Regulations forms part of this
    Report and is enclosed as 
    Annexure 1.

    B.    Integrated Report and Business
    Responsibility and Sustainability Report

    I n keeping with the Company's valued tradition of
    'thinking about society and not just the business', in 2016,
    Tata Steel Limited transitioned from compliance based
    reporting to governance based reporting by adopting
    the <IR> framework of the IFRS Foundation. The 10th
    Integrated Report highlights the measures taken by the
    Company that contributes to long-term sustainability
    and value creation, while embracing different skills,
    continuous innovation, sustainable growth and a better
    quality of life.

    In accordance with Regulation 34(2)(f) of the SEBI Listing
    Regulations, the Company is glad to present to you it's
    3rd Business Responsibility and Sustainability Report for
    FY2024-25.

    C.    Operations and Performance

    1. Tata Steel Group

    During the year under review, the consolidated crude
    steel production for Tata Steel Group (
    'TSG') was
    30.92 MT which was higher by 3% (FY2023-24: 29.94 MT).
    The production increased at Tata Steel (Standalone)
    to 20.72 MT, higher by 3% over the previous year
    (FY2023-24: 20.12 MT), primarily due to commissioning
    of 5 MTPA BF#2 at Kalinganagar and debottlenecking
    and ramp-up of production at Neelachal Ispat Nigam
    Limited (
    'NINL'). NINL produced 0.95 MT, higher by
    44% over the previous year (FY2023-24: 0.66 MT). Tata
    Steel UK's liquid steel production was ~1.07 MT with the
    closure of both the blast furnaces in September 2024

    while Tata Steel Netherlands operated at rated capacity
    leading to liquid steel production of 6.75 MT, higher
    by 40% Y-o-Y. Production at South-East Asia ('
    SEA') at
    1.43 MT (FY2023-24: 1.36 MT) was higher by 5% due to
    higher exports sales.

    The consolidated steel deliveries of TSG was at
    30.96 MT in FY2024-25 showing an increase of 5% over
    the previous year (FY2023-24: 29.39 MT). This increase was
    primarily at Tata Steel (Standalone) by 1.03 MT on account
    of commissioning of BF#2 at Tata Steel Kalinganagar.
    Deliveries increased at the European operations by
    0.29 MT, as the previous year's deliveries were impacted
    by the reline of Blast Furnace 6 in the Netherlands.

    The turnover of TSG in FY2024-25 was lower than that of
    FY2023-24 by H10,628 crore (5%) on account of decline
    in steel realisations across geographies due to prevalent
    market dynamics partly offset by increase in deliveries at
    the Indian and the European operations, attributable to
    increase in production.

    The EBITDA of TSG in FY2024-25 was H25,802 crore, higher
    over FY2023-24 by H2,400 crore (10%), primarily due to
    significant reduction in EBITDA loss at the Netherlands
    which was adversely impacted in the previous year due
    to Blast Furnace 6 reline. The improved operational
    performance at NINL is due to significant reduction in
    costs owing to ramp up of production. Operating profit
    in the Indian operations decreased due to decline in steel
    prices, partly offset by higher sales volume (1.03 MT) and
    lower raw material costs due to decrease in prices mainly
    of coking coal along with improvement initiatives.

    2. India

    During the year under review, the crude steel production
    at Tata Steel Limited increased by 3% to 20.72 MT
    (previous year 20.12 MT) on account of commissioning
    of BF#2 at Tata Steel Kalinganagar. Total deliveries at Tata
    Steel Limited stood at 20.94 MT (previous year: 19.91 MT),
    higher by 1.03 MT post commissioning of BF#2 at Tata
    Steel Kalinganagar. Turnover (Standalone) was H1,32,517
    crore (previous year: H1,40,933 crore), which was lower
    against the previous year by 6% mainly due to decline in
    steel prices due to cheap imports in the market, partly
    offset by higher deliveries. EBITDA was at H28,217 crore
    (previous year: H31,167 crore), lower by 9% than that of
    the previous year, primarily on account of decrease in
    steel prices, partly offset by increase in deliveries and
    lower raw material cost, mainly coking coal prices.

    NINL achieved crude steel production of 0.95 MT,
    while deliveries stood at 0.90 MT, both higher than
    previous year by 0.29 MT and 0.25 MT respectively.

    The turnover at H5,701 crore was higher on account of
    higher deliveries partly offset by decline in steel prices.
    EBITDA at H1,067 crore was significantly higher against
    H53 crore in the previous year primarily on account of
    decrease in raw material prices, operational efficiencies
    and debottlenecking.

    Total deliveries of Tata Steel - India operations, stood at
    20.94 MT which is higher than the previous year by 5%
    due to higher production. The turnover at H1,33,444 crore
    was lower by ~7% against the previous year's turnover
    primarily due to falling steel prices, partly offset by higher
    volumes. EBITDA (excluding intercompany eliminations
    and adjustments) was H29,285 crore, lower by 6% over
    the previous year, due to decline in steel realisations,
    partly offset by decrease in raw material cost in imported
    coking coal prices and other cost saving initiatives along
    with higher deliveries.

    3. Europe

    During the year under review, liquid steel production
    from European operations was 7.82 MT (previous year:
    7.80 MT), which was at par against the previous year.
    Deliveries from European operations increased by
    around 4% to 7.97 MT. The turnover at H76,416 crore
    (previous year: H78,144 crore) was marginally lower than
    FY2023-24 owing to reduction in average revenue per
    tonne partly offset by increase in deliveries.

    EBITDA from European operations stood at negative
    H3,327 crore (previous year: negative H7,612 crore) which
    was lower over the previous year's operating loss. This
    significant improvement in EBITDA was seen primarily
    in the Netherlands as the previous year was impacted
    by Blast Furnace 6 reline till the later part of the year and
    other restructuring measures.

    D. Key Developments

    1. Business Developments
    Tata Steel India

    On September 20, 2024, the Company successfully
    commissioned India's largest blast furnace at
    Kalinganagar, Odisha with a total investment of
    H27,000 crore, expanding Company's crude steel capacity
    at Kalinganagar from 3 MTPA to 8 MTPA. Kalinganagar
    expansion is an important milestone in the Company's
    journey to scale up the high margin India business.
    The new blast furnace along with the cold rolling mill
    complex will significantly boost the plant's overall
    production capabilities, allowing Tata Steel to meet
    the growing demands of various industries, including

    automotive, infrastructure, power and shipbuilding and
    to strengthen position as a market leader in the value-
    added steel segments.

    Tata Steel UK ('TSUK')

    The Company is undergoing a significant transformation
    in its UK operations and is in the process of setting up
    a state-of-the-art Electric Arc Furnace (
    'EAF') in Port
    Talbot, targeted to be commissioned in FY2027-28. This
    transformation will reduce approximately 5 MT of direct
    CO2 emissions per annum or 50 MT of emissions over a
    decade, recycle scrap and benefit green steel production
    in the future.

    The transition plan involves setting up of EAF as well
    as closure of ageing heavy end assets of TSUK such
    as its blast furnaces and coke oven plants which are
    reaching the end of their operational life. The Company
    commenced closure of heavy end assets with shutdown
    of Blast Furnace#5 during early July 2024 followed
    by closure of operations at Blast Furnace#4 during
    September 2024 along with closure of other associated
    iron and steelmaking assets and energy systems at Port
    Talbot, bringing an end to ironmaking at the site by
    September 2024.

    The transition plan involves an investment of
    £1.25 billion. The Company was in active discussions
    with the UK Government seeking grant funding support
    for its EAF project. On September 11, 2024, Tata Steel
    signed a £500 million Grant Funding Agreement with
    the UK Government to install the EAF at the Port Talbot
    steelworks in Wales. During the project phase, TSUK will
    work intensively to ensure uninterrupted and reliable
    supply of products to fulfil customer and market
    commitments including through import of additional
    steel substrate from stable and responsible supply chains
    to feed its downstream units.

    Tata Steel Nederland ('TSN')

    As part of the Company's decarbonisation journey, TSN
    has announced major transformation programme to
    enhance competitiveness for a sustainable future. The
    decarbonisation plan will be implemented in two phases.
    In the first phase, TSN has outlined a plan to transition
    to green steel production by replacing one of its two
    blast furnaces with a Direct Reduced Iron (DRI) plant
    and an Electric Arc Furnace by 2030 and the second one
    thereafter. The Company has been in active discussions
    with the Dutch Government for a financial and
    policy-level support. On April 9, 2025, TSN announced
    that it has submitted a Request for Advice to the Central
    Works Council, initiating the consultation phase for a

    wide-ranging transformation programme. The plan
    focuses on increasing production efficiency, reducing
    fixed costs and aligning the product portfolio with
    market demand to enhance profitability and resilience.

    2. Amalgamation

    a)    Amalgamation of Bhubaneshwar Power Private
    Limited into and with Tata Steel Limited

    The Board of Directors of the Company ('Board'), at
    its meeting held on November 1, 2023, approved the
    scheme of amalgamation of Bhubaneshwar Power
    Private Limited ('
    BPPL'), a wholly-owned subsidiary
    of Tata Steel, into and with the Company ('
    BPPL
    Scheme
    '). The Hon'ble National Company Law Tribunal
    ('
    Hon'ble NCLT'), Hyderabad Bench vide its order dated
    June 6, 2024 sanctioned the BPPL Scheme. The effective
    date of the BPPL Scheme is July 1, 2024. As per the terms
    of the BPPL Scheme, the entire shareholding of the
    Company in BPPL stands cancelled.

    b)    Amalgamation of Angul Energy Limited into and
    with Tata Steel Limited

    The Board, at its meeting held on February 6, 2023,
    approved the scheme of amalgamation of Angul Energy
    Limited (
    'AEL'), a subsidiary of Tata Steel, into and with
    the Company (
    'AEL Scheme'). Subsequently, the Hon'ble
    NCLT, New Delhi Bench and the Hon'ble NCLT, Mumbai
    Bench, vide their respective orders dated April 18,
    2024 and July 3, 2024, sanctioned the AEL Scheme. The
    effective date of the AEL Scheme is August 1, 2024.

    As per the terms of the AEL Scheme, the Board, on
    July 31,2024 approved the payment of cash consideration
    of H1,045/- for every 1 equity share of AEL of face value
    H10/- each, to the public shareholders of AEL (excluding
    the Company), as on the Record Date i.e., August 9, 2024.
    Further, the equity shares held by the Company in AEL
    stands cancelled.

    c)    Amalgamation of The Indian Steel & Wire Products
    Limited into and with Tata Steel Limited

    The Board, at its meeting held on September 22, 2022,
    approved the scheme of amalgamation of The Indian
    Steel & Wire Products Limited (
    'ISWP') into and with
    the Company (
    'ISWP Scheme'). The ISWP Scheme was
    approved by the shareholders of the Company and the
    shareholders of ISWP with requisite majority, at their
    respective meetings held on January 25, 2024 and
    March 11, 2024. The Hon'ble NCLT, Kolkata Bench, and the
    Hon'ble NCLT, Mumbai Bench vide their respective orders
    dated May 24, 2024 and August 6, 2024, sanctioned the

    ISWP Scheme. The effective date of the ISWP Scheme is
    September 1, 2024.

    As per the terms of the ISWP Scheme, the Board,
    on August 24, 2024 approved the payment of cash
    consideration of H426/- for every 1 equity share of ISWP
    having face value H10/- each, to the public shareholders
    of ISWP (excluding the Company) as on the Record Date
    of i.e., September 6, 2024. Further, the equity shares held
    by the Company in ISWP stand cancelled.

    d) Amalgamation of Rujuvalika Investments Limited
    into and with Tata Steel Limited

    The Board, at its meeting held on July 31,2024, approved
    the scheme of amalgamation of Rujuvalika Investments
    Limited, a wholly-owned subsidiary of Tata Steel, into
    and with the Company. The process of amalgamation is
    currently underway and the same is subject to approval
    from judicial/regulatory authorities.

    3. Acquisitions and Investments

    a)    Acquisition of stake in T Steel Holdings Pte. Ltd.

    On June 28, 2024, the debt instruments aggregating to
    USD 564,750,000 (~H4,713.03 crore), held by the Company
    in T Steel Holdings Pte. Ltd. (
    'TSH'), wholly-owned foreign
    subsidiary of Tata Steel, were converted into 359,71,33,758
    equity shares of face value USD 0.157 each aggregating to
    USD 564,750,000 (~H4,713.03 crore).

    Further, during the year, the Company also acquired
    1831,21,01,910 equity shares of TSH of face value USD

    0.157 each for an aggregate consideration of USD 2,875
    million (approximately H24,530 crore, calculated as per
    the foreign exchange conversion rates applicable during
    the reporting period), in multiple tranches.

    b)    Acquisition of stake in TP Parivart Limited

    On July 31, 2024, the Company executed a Share
    Purchase and Shareholders' Agreement (
    'SPSHA') with
    Tata Power Renewable Energy Limited and its wholly-
    owned subsidiary, TP Parivart Limited (
    'TPPL') and
    acquired 13,000 equity shares of TPPL, of face value
    of H10/- each, at par, for an aggregate consideration of
    H1.30 lakh constituting 26% of the equity shareholding of
    TPPL. The purpose of the acquisition is to optimise Tata
    Steel's power cost and carbon footprint by replacing grid
    power with cost effective renewable power. Consequent
    to this acquisition, TPPL has become an associate of
    the Company.

    c) Acquisition of stake in Indian Foundation for Quality
    Management

    During the year, the Company acquired 1,25,00,000
    equity shares aggregating to 14.28% in Indian
    Foundation for Quality Management (
    'IFQM'), a
    company registered under Section 8 of the Companies
    Act, 2013, that aims to empower and encourage the
    Indian organisations in diverse sectors to embrace and
    integrate quality values, principles and practices in all
    aspects of management. On April 1, 2025, the Company
    further acquired 1,24,90,000 equity shares in IFQM. Post
    the acquisition, the Company's aggregate shareholding
    in IFQM increased to 16.66%.

    4.    Financing and Debt Redemption

    a)    Issue of Non-Convertible Debentures

    During FY2024-25, the Company issued and allotted
    3,00,000 - 7.65% Fixed Rate, Unsecured, Redeemable,
    Rated, Listed, Non-Convertible Debentures (
    'NCDs') of
    face value H1,00,000 each aggregating to H3,000 crore
    to identified investors on a private placement basis.

    The NCDs are listed on the wholesale debt market
    segment of BSE Limited.

    There has been no deviation or variation in utilisation
    of proceeds of non-convertible debt securities issued
    during the year.

    b)    Redemption of Non-Convertible Debentures

    On March 13, 2025, the Company redeemed 7.70%
    Fixed Rate, Unsecured, Redeemable, Rated, Listed NCDs
    (ISIN: INE081A08231) aggregating to H670 crore.

    5.    Credit Rating

    During the year under review, international credit
    rating agencies, S&P Global Ratings placed the issuer
    credit rating of Tata Steel Limited from 'BBB-' with
    'Positive' Outlook to 'BBB-' with 'Credit Watch Positive'.
    Subsequently, S&P Global upgraded the issuer credit
    rating of Tata Steel Limited to 'BBB' with 'Stable' Outlook.
    Further, Moody's reaffirmed Tata Steel's issuer credit
    rating at 'Baa3' with 'Stable' Outlook.

    With respect to the domestic credit rating agency, India
    Ratings upgraded the debt instrument rating of Tata
    Steel Limited to 'AAA' with 'Stable' outlook from 'AA+'
    with 'Positive' outlook. The upgrade has been primarily
    driven by strengthening of the business and credit profile
    on account of increased share of domestic operations
    along with the expectation that European operations
    will achieve break even by H2FY2025-26. CARE Ratings
    reaffirmed Tata Steel's debt instrument rating at 'AA+'
    with 'Stable' outlook.

    6. Material Litigation

    a)    The State of Odisha had enacted the Orissa Rural
    Infrastructure and Socio-Economic Development Act,

    2004    ('ORISED Act') with effect from February 1, 2005,
    levying tax on mineral bearing land. The Company during
    FY2006 had received various demands amounting to
    H129 crore pertaining to the period FY2005 and FY2006 in
    respect of its mines in the State of Odisha. The Company
    had filed writ petition in the Hon'ble High Court of Orissa
    challenging the constitutional validity of the ORISED
    Act. The Hon'ble High Court of Orissa in December

    2005    held that the State does not have the legislative
    authority to levy tax on minerals. This was challenged
    before the Hon'ble Supreme Court. Subsequently, the
    matter relating to legislative authority of the States to
    tax minerals, was referred to the Constitutional Bench
    of the Hon'ble Supreme Court.

    The Hon'ble Supreme Court of India vide its judgement
    dated July 25, 2024, ruled that the Mines and Minerals
    (Development & Regulation) Act, 1957, will not denude
    the States of the power to levy tax on mineral rights.
    Further, the Constitutional Bench vide its order dated
    August 14, 2024, clarified certain matters in respect of its
    judgement dated July 25, 2024. Thereafter, the Supreme
    Court dismissed a batch of review petitions in the above
    matter vide its order dated September 24, 2024.

    On January 17, 2025, the Company filed Curative
    Petitions before the Hon'ble Supreme Court invoking
    extraordinary jurisdiction of the Hon'ble Supreme Court
    in respect of the order dated September 24, 2024 passed
    by the Constitutional Bench of the Supreme Court,
    dismissing review petition against the judgement dated
    July 25, 2024 and August 14, 2024.

    b)    In May 2018, the Company, through its wholly-owned
    subsidiary - Bamnipal Steel Limited, had acquired
    erstwhile Bhushan Steel Limited (renamed as Tata
    Steel BSL Limited) under the resolution process of The
    Insolvency and Bankruptcy Code, 2016. Consequent to
    this acquisition, a debt of H25,185.51 crore was waived
    off in favour of Tata Steel BSL Limited (
    'TSBSL'). TSBSL
    and Bamnipal Steel Limited amalgamated into and with
    Tata Steel Limited effective November 11, 2021 and the
    appointed date for the amalgamation was April 1, 2019.

    On March 13, 2025, the Company had received a show
    cause notice for reassessment of taxable income for
    AY 2019-20 by the Assessing Officer, Office of the Deputy
    Commissioner of Income Tax, Mumbai (
    'Assessing
    Officer'
    ). Subsequently, the Company has received an
    Assessment Order from the Assessing Officer, increasing
    the taxable income for AY 2019-20 by H25,185.51 crore.

    The Company has filed a writ petition before the Hon'ble
    High Court of Bombay in this matter and is also seeking
    appropriate legal remedies before the relevant judicial/
    quasi-judicial forums.

    c) On April 2, 2024, the Company had filed a writ petition
    before the Hon'ble High Court of Calcutta in the matter
    of rejection of a representation made by the Company in
    respect of waiver of loans availed by the Company from the
    Steel Development Fund (
    'SDF'). After multiple hearings,
    on May 24, 2024 the High Court at Calcutta dismissed
    the writ petition filed by the Company, with a liberty to
    the Company to approach the Joint Plant Committee.
    Subsequently, the Company has engaged with the Joint
    Plant Committee to arrive at a conclusion for the matter.
    On April 25, 2025, the Company made a payment of
    H2,824.15 crore to the Joint Plant Committee towards
    discharge of its loan obligations. The closure of the matter
    including execution of final settlement agreement with
    the Ministry of Steel is in progress.

    E. Sustainability

    Tata Steel is committed to sustainability, aligning with
    the Tata Group's 2045 net-zero emissions goal through a
    multi-faceted strategy focussed on emissions reduction,
    resource efficiency and social responsibility.

    A core initiative in Tata Steel's sustainability strategy
    is transitioning to cleaner steel production which
    includes constructing a 0.75 MTPA scrap-based Electric
    Arc Furnace (EAF) plant in Ludhiana and continuously
    augmenting existing steelmaking sites for higher
    scrap injection.

    Tata Steel pioneered the use of alternative reductants
    by replacing 30 KT of fossil fuel with biochar in its
    Jamshedpur blast furnace and initiating biochar use in
    the Athagarh ferrochrome plant, a first in India.

    Additionally, through its 965.8 MW RE Hybrid captive
    Project (to deliver 379 MW @68.6% PLF) with Tata
    Power Renewable Energy Limited (TPREL), Tata Steel is
    set to receive over 2.8 lakh MWh and 4.2 lakh MWh at
    Jamshedpur and Kalinganagar respectively in FY2025-
    26. Further, partnering with The Tata Power Company
    Limited to establish a 70 MW solar plant in Maharashtra,
    the Company has increased its solar capacities in
    Jamshedpur and Kalinganagar to over 29 MW and 14
    MW, respectively.

    To promote eco-friendly transportation, the Company
    launched 20 electric buses for employee transit at
    Meramandali, utilised a mix of B24 biofuel and ultra¬
    low-sulphur diesel for shipments from Australia, and

    introduced LNG-powered trailers for transporting
    products from its Khopoli plant.

    Tata Steel launched India's first Carbon Bank after
    receiving Det Norske Veritas verification certificate for
    achieving carbon savings of over 50 KT through energy
    recovery and renewable fuel projects at its Jamshedpur
    facility. This allows Tata Steel to allocate carbon credits to
    its customers based on their requirements and thereby
    enable them to procure lower emission steel products
    for their usage.

    Tata Steel published India's first Environment Product
    Disclosure for ferrochrome products and collaborated
    with its customer, Tata Projects to conduct a life
    cycle assessment of a Photovoltaic facility in Tamil
    Nadu that identified steel as a primary contributor
    to environmental impacts, leading to plans for more
    sustainable alternatives.

    Beyond environmental considerations, Tata Steel is
    committed to social responsibility. It conducted human
    rights audits across 20 sites, addressed identified gaps
    through dedicated Business and Human Rights (BHR)
    committees, and trained employees on BHR principles.
    These efforts earned global recognition, including
    ranking in the top 10 of Dow Jones Sustainability
    Indices and top 15 percentile in EcoVadis evaluation. The
    Company also received the 'Resilient' category award at
    CAP 2.0 and the Steele award for Life Cycle Assessment
    from World Steel Association.

    Demonstrating its commitment to natural capital, Tata
    Steel launched a Biodiversity Strategy webpage and
    conducted Brahmani River basin study for ensuring
    water security at key steelmaking sites. Collaborating
    with Terracon, the Company assessed biodiversity at 13
    locations to create site-specific Biodiversity Management
    Plans and developed Nature-Based Solutions assessment
    tool in accordance with the International Union for
    Conservation of Nature framework to validate existing
    projects and evaluate new proposals.

    Furthermore, being actively involved in the Task Force on
    Nature-Related Disclosures (TNFD), Tata Steel registered
    for TNFD adoption, and is preparing to publish its
    inaugural TNFD report.

    Across Europe, steelmakers need government support to
    decarbonise, and Tata Steel is engaging with the Dutch,
    UK, and Welsh Governments on these complex themes.
    As markets for low emission products have grown in
    FY2024-25, Tata Steel has played a leading role with
    worldsteel and steel companies across the globe
    and also strived to further develop robust guidelines

    alongwith an understanding on effective capturing of
    CO2 reductions through chain of custody approaches.
    This supports customers in reducing their Scope 3
    emissions and ensures alignment with recognised and
    credible reporting practices.

    TSN has defined a comprehensive 'green, clean, and
    circular' sustainability strategy, appointing a dedicated
    director to oversee implementation. The key focus is to
    transform the IJmuiden site to achieve carbon neutrality
    by 2045, marking one of the largest industrial transitions
    at TSN. Recent environmental initiatives include an
    18-meter wind barrier, covered slag pits, and enhanced
    dust extraction systems. The circularity efforts aim to
    increase scrap steel usage from 17% to 30% by 2030,
    requiring 2 MT of scrap annually.

    TSN's product innovations feature lightweighting
    through thinner steel, lifespan-extending coatings,
    and eco-friendly food container materials. TSN has also
    launched commercial offerings like Zeremis Carbon
    Lite® and Zeremis Recycled, allowing customers to
    contribute in decarbonisation efforts with verified
    emissions reductions.

    Although TSN needs to be compliant with the EU
    Corporate Sustainability Reporting Directive by
    FY2027-28, TSN strives to be compliant by FY2025-26.

    In FY2024-25, TSUK launched its CSR and Sustainability
    vision to support its ambition of becoming a sustainable
    business while transitioning to EAF steelmaking.
    The vision comprises 5 key pillars: planet, product
    sustainability, communities, responsible employer
    and responsible business, which is backed by a 5 year
    roadmap with each pillar sponsored by the senior
    management team and senior leaders responsible for
    implementing the plan across the organisation.

    TSUK has developed commercial propositions based on
    carbon 'insetting', under the brand name Optemis Carbon
    Lite allowing customers to contribute in the Company's
    decarbonisation journey, whilst demonstrating their own
    contribution to societal CO2 emission reductions.

    1. Environment

    Tata Steel strives for environmental excellence, aiming to
    set industry benchmarks in environmental performance.
    The Company pursues zero harm, resource efficiency,
    circular economy, minimal ecological footprint
    while caring for community and workforce. Tata
    Steel is committed to environmental protection and
    responsible use of natural resources and its corporate
    policies for climate change, environment, energy and

    biodiversity which drives the Company's aspirations to
    be the benchmark for environmental stewardship in the
    steel industry.

    The Company has a robust governance system. The
    Safety, Health and Environment Committee of the Board
    provides necessary guidance on the environmental
    matters globally. The Company integrates prioritised
    goals into its annual business plan thereby aligning with
    Sustainability Development Goals. The Company aims
    to become Net Zero by 2045, no harm to biodiversity,
    replenishing used water and 'zero waste to landfill'
    by 2030.

    The Company continues to adopt eco-friendly processes,
    advanced technologies and global best practices for
    growth. At the CRM Bara complex, the Zero Effluent
    Discharge project has been commissioned while similar
    projects are underway at the steel plants in Jamshedpur
    and Meramandali. Tata Steel has commissioned India's
    largest blast furnace (5,800 m3) at Kalinganagar, Odisha,
    and expanded the site's capacity from 3 to 8 million
    tonnes per annum (MTPA) with eco-friendly features.
    Additionally, at Meramandali, a de-NOx facility has been
    installed at the Blast Furnace Power Plants to reduce
    NOx emissions.

    TSN continues implementing its Roadmap+ programme
    to reduce environmental impact around the IJmuiden site.
    Major dust reduction initiatives include commissioning
    the largest ever environmental installation at the Pellet
    Plant, targeting a 70% reduction in lead emissions,
    completing 18-meter-high windbreaker screens around
    coal stockpiles, and adding a third dust extraction
    installation at the steel factory. As part of its transition
    to low emission steelmaking, and discussions with
    the Dutch government seeking support, TSN has also
    announced environmental measures focusing on
    reducing fine dust.

    Odour reduction measures at TSN include completion
    of mechanical sealing of coke oven plants and installing
    a new dry stand at the Steel Plant, with preparations for
    reducing emissions at Pickle Line 22 starting 2025. Noise
    reduction efforts include designing new silencers for the
    primary extraction system.

    Environmental enhancements at TSN will continue with
    nitrogen oxide reduction technology at the Pellet Plant
    till late 2025, and additional measures focused on fine
    dust reduction as part of the transition plan.

    TSN has intensified community engagement through
    multiple channels, including phone, email, website

    forms, and a public information desk in Wijk aan Zee.
    All complaints are investigated thoroughly to promptly
    identify and address potential sources of nuisance.

    In the UK, Tata Steel re-certified its main sites to ISO 14001:
    2015 and secured BES6001 sustainability certification for
    its products. The Company started transition to Electric Arc
    Furnace technology by decommissioning the Port Talbot
    coke ovens in March 2024, shutting down Blast Furnace
    5 in July 2024, and Blast Furnace 4 in September 2024,
    resulting in significant reduction in environmental
    emissions and community complaints. The future
    plans include, improving air quality, reducing carbon
    emissions, water consumption, and enhancing circularity
    at Port Talbot alongwith biodiversity enhancements.
    TSUK continues to focus on maintaining strong
    environmental performance and positive relationships
    with its communities.

    2. Climate Change

    Tata Steel is committed to mitigating climate change
    with an aim to decarbonise its business by 2045 for
    supporting the climate goals of the countries, where
    it operates. The Company is also upgrading its future
    asset configurations to meet evolving adaptation needs
    with the greenfield steel plant at Kalinganagar and Ferro
    chrome plant at Gopalpur exemplifying designs that
    align with these requirements.

    The Company is testing various ideas for sustainability
    such as usage of hydrogen gas, charcoal, colemanite,
    Direct Reduction Iron ('
    DRI') in blast furnaces, while
    collaborating with stakeholders to address transition
    risk. In India, the Company is focussing to reduce CO2
    intensity by improving process efficiency. While India
    rolls out its emission intensity targets and carbon credit
    trading scheme, Tata Steel completed eight years of
    shadow pricing emissions through Internal Carbon
    Pricing Policy while evaluating new capital investment
    proposals. This transition has created internal awareness
    and helped the Company to build assets for the future as
    Indian businesses faces the financial impact of emissions.

    Tata Steel aims to maintain benchmark positions in
    CO2 intensity globally at IJmuiden and at Jamshedpur
    among Blast Furnace-Basic Oxygen Furnace (BF-BOF)
    steelmaking operations. Key enablers include increased
    use of renewable electricity, using higher scrap charge
    in steelmaking, reduction in use of coal by utilising
    lower emission fuels such as biochar, enhancing
    energy-efficiency of production processes, and multiple
    improvement initiatives in logistics, suppliers and the
    Steel Recycling Business in India.

    TSN has established ambitious targets to reduce the
    Scope 1 CO2 emissions by 40% by 2030 (compared to
    2019 levels) and achieve carbon neutrality by 2045. The
    transformation involves transitioning from blast furnace
    operations to direct reduced iron technology and electric
    smelting, with plans to incorporate green hydrogen as
    availability and economics improve.

    This shift will enable low emission steel production,
    reduce environmental impact and increase circularity
    through greater use of recycled materials. TSN has
    engaged multiple technology and engineering
    partners to develop detailed specifications and
    implementation plans.

    TSN operates within the EU Emissions Trading System,
    facing decreasing free allowances and potential
    carbon price volatility. TSN's transition relies on direct
    government support, having signed an Expression of
    Principles with the Dutch Government whereas the
    ongoing discussions is aimed at finalising a Joint Letter
    of Intent by end of the year.

    Achieving carbon neutrality at four additional sites
    (Gelsenkirchen, Geldermalsen, Feijen, Multisteel) is a
    significant milestone, bringing the total to six carbon-
    neutral sites. The €8M investment in a new energy
    efficient furnace at Maubeuge, France, has yielded
    a 16.4% reduction in energy consumption and 24%
    reduction in carbon emissions compared to 2018.

    The Company has begun implementation of its
    decarbonisation plans at Port Talbot in the UK. In
    2023 plans were announced for a £1.25bn investment
    to transition from blast furnace to EAF technology.
    During the year under review, planning permission was
    approved and key contracts were awarded including
    Tenova, the main technology provider, to supply the
    3.2 million tonne capacity EAF and two ladle metallurgy
    furnaces. This transition will reduce the overall carbon
    footprint by more than 50% and reduce TSUK domestic
    CO2 emissions by ~90%. It will also ensure a significant
    increase in the recycled content in steel products and
    reduce the amount of scrap exported from the UK.

    Energy and carbon reduction implementation is
    progressing and is complimented by the roll out of
    ISO 50001: 2018 with certification now achieved at four
    manufacturing sites. Improvement projects include
    installing new efficient compressed air equipment at
    Hartlepool site and optimising the steam network and
    hot mill reheat furnace at Port Talbot site.

    TSUK supports regional decarbonisation clusters
    including engagement with the South Wales Industrial

    Cluster, Net Zero Industry Wales and project Hyline, a
    120km hydrogen pipeline project led, by Wales & West
    Utilities, to connect hydrogen users and producers
    across South Wales as well as linking-up with UK-wide
    hydrogen infrastructure.

    3. Health and Safety

    Tata Steel remains committed to fostering a strong health
    and safety culture, aiming for zero harm and setting
    industry benchmarks. Safety and Health Management
    are integrated into the Company's annual business
    plan, ensuring accountability at all levels. Governance
    is driven by the Safety, Health and Environment (
    'SHE')
    Committee of the Board, with oversight from the Apex
    Safety Council, chaired by the Chief Executive Officer &
    Managing Director.

    To strengthen safety leadership capabilities, Tata Steel
    has integrated digital innovations, reinforced contractor
    safety management and strengthened risk sensitivity
    across operations. Initiatives such as hazard identification,
    process safety management, occupational health and
    industrial hygiene continue to elevate safety standards.

    To strengthen risk perception and compliance, Tata Steel
    conducted audits on 'Risk Perception & Deployment of
    Safety Standards' at key locations and quarterly audits of
    Operation & Maintenance vendors. Safety leadership and
    workforce competency development programmes have
    been conducted at all levels, to ensure the workforce is
    equipped to uphold the highest standards of health
    and safety.

    Tata Steel has been recognised by World Steel Association
    for Safety & Health Excellence in Process Safety
    Management particularly acknowledging its efforts to
    prevent explosions in gas cleaning plants. Tata Steel
    continues to enhance safety through project hazard
    studies and pre-startup safety reviews. Health and well¬
    being initiatives such as periodic medical checkups,
    mental well-being programmes and ergonomic
    improvements have also been rolled out.

    Further, a '5 Safe Steps Forward' campaign was
    launched to prevent fatalities and red-risk incidents,
    and a Consequence Management Policy is in place to
    enforce compliance with Life-Saving Rules. At Indian
    operations, Tata Steel has achieved a 17% reduction in
    Lost Time Injuries as against previous year, including a
    65% reduction in a high-risk area such as mining. Despite
    our robust safety measures and dedicated efforts to
    ensure zero harm to our workforce, it is with deep regret
    that we report five fatal incidents that occurred during

    the year at our operational sites. However, the Company
    remains dedicated to continuous safety improvements
    to protect its workforce and positively impact
    the community.

    To promote positive safety culture, Tata Steel also
    recognises and rewards the efforts of employees,
    contractors and departments in the field of
    Safety, Health, Environment, and 5S & Visual
    Workplace Management.

    At TSN the 'True Safe' program has been developed
    to foster a proactive safety culture preventing unsafe
    behaviour and working conditions at workplace. It
    focuses on organisational safety aspects and developing
    staff competency for shop floor safety. TSN is transitioning
    to certified health and safety management systems, with
    17 units achieving ISO 45001 certification. TSN recorded
    a total of 35 LTIs during FY2024-25 (30% higher than the
    previous year).

    Progress has been made in contractor management
    through optimising work permit processes and
    conducting supervisor training. TSN is also developing a
    new incident reporting and follow-up system to improve
    data collection, analysis and sharing of lessons learned. In
    process safety, the Company is advancing Process Hazard
    Analysis studies for high-hazard facilities to implement
    effective barrier management.

    TSN is implementing a health roadmap with the vision:
    'We work in optimal conditions to be able to live and
    work in a healthy and vital way', to emphasise the
    importance of sustainable employability and preventive
    sickness absence, integrated with safety management in
    a continuous improvement model.

    At TSUK, Health and Safety is given paramount
    importance particularly due to the decommissioning
    of heavy end and other major assets. TSUK witnessed
    zero fatality and achieved 32% reduction in LTI cases
    as compared to the previous year. Total accident
    performance across TSUK positively reduced by 20% in
    FY2024-25 as compared to the previous year, and Lost
    Workday Cases reduced by 30% in the same time period.
    A similar positive reduction of 25% has been observed
    in relation to Potential Serious Injury or Fatality events
    in last 12 months.

    TSUK continues to operate an internal 15-Principle health
    and safety management system and plans to transition
    to ISO 45001:2018 with 3 business units already having
    obtained the certification. Both these follow the 'Plan, Do,
    Check, Act' management model to promote continuous
    improvement in health and safety standards.

    During FY2024-25, TSUK deployed a health and safety
    annual plan focusing on occupational safety, process
    safety and occupational health & well-being. Key
    objectives included safe decommissioning across
    relevant business units, development and deployment of
    various health and safety standards, and improvements
    in managing significant hazards. These initiatives
    encompass isolation and immobilisation, cranes and
    lifting, functional testing, and continued planned
    migration to a single digital permit IT platform across
    TSUK business units.

    In Process Safety, a hazard study has been undertaken
    to enable safe cessation and decommissioning of high
    hazard facilities across South Wales, whilst downstream
    businesses concentrate on undertaking various risk
    assessments across the units.

    The Occupational Health focus at TSUK has been on
    strengthening alignment across the organisation,
    effectively managing organisational changes, and
    efficiently supporting absences. Over the past few
    years, physical and psychological health & well-being
    awareness has improved, with ongoing efforts to boost
    communication and education on key topics.

    Safety leadership continues to be demonstrated
    across the business with leadership across each TSUK
    unit undertaking standardised health, safety and
    environment leadership audits and tours and continuing
    to migrate to a single IT platform for Health & Safety
    reporting, investigation and recording of inspections
    and safety tours.

    4. Research and Development

    The Research and Development ('R&D') division of Tata
    Steel plays a crucial role in supporting the Company's
    sustainability and commercial success through a culture
    of ongoing enhancement in products and processes. As a
    prolific collaborator within India's innovation landscape,
    we have taken notable strides this year to deepen our
    engagement with external partners. The Company has
    embarked on collaborative projects with prestigious
    institutions such as the Imperial College London, the
    Henry Royce Institute UK, and IIT-ISM Dhanbad.

    A notable focus this year has been our commitment
    to sustainability, with Tata Steel's goal of Net Zero.
    Among several decarbonisation initiatives, our green
    hydrogen project explores the production of syngas and
    char from biomass and municipal solid waste through
    thermocatalytic gasification at temperatures of 400-
    450°c. A demonstration plant with a capacity of 10 tons
    per hour is being piloted in Kalinganagar, where the

    produced syngas and char can potentially substitute coke
    in the iron-making process, showcasing a CO2 abatement
    potential of 3 tons of CO2 per ton of feed material.

    I n the efforts to reduce emissions associated with
    conventional ferro manganese production, the
    Company's Ferro Alloy Minerals Research Group has
    developed a two-step alternative technology that
    utilises sulphur as a reductant, cutting CO2 emissions
    by approximately 40%. This innovative process not only
    converts manganese ore to high carbon ferro manganese
    but also produces sulfuric acid as a valuable by-product.

    The Company has introduced a chromate-free coating
    solution for Tata Structura GP tubes, addressing
    concerns related to inadequate corrosion resistance
    and poor surface finishes associated with traditional
    chromate passivation.

    The Company has developed a novel steel composition
    and processing parameters for manufacturing hydrogen-
    compliant API X65 grade steel. The API X65 Electric
    Resistance Welded ('
    ERW') pipes produced by the
    Company have met all critical performance standards for
    hydrogen transport, successfully undergoing rigorous
    qualification tests for transporting 100% pure gaseous
    hydrogen at pressures of 100 bar.

    TSN's R&D program allocates resources precisely viz. 89%
    to Research Portfolio Committees overseeing process and
    product market sector advancements, 6% to Strategic
    Thrust programmes for long-term, fundamental research
    like HIsarna Technology and 5% to Direct Support for
    short-term technical inquiries.

    FY2024-25 process technology program focused on
    stability and cost reduction for operations that will
    remain active after decarbonisation. Key achievements
    include developing simulations for future DRI/scrap-
    EAF processes, conducting de-nitrogenation and
    desulphurisation plant trials, and creating a gas model
    for automating on-site energy flows, generating annual
    savings of up to €10 mn.

    Product development continues across automotive,
    engineering, construction and packaging sectors.
    Notable innovations include Protact Trivalent
    Chromium-Coating Technology for draw and wall ironed
    cans and improved bend performance for abrasion-
    resistant hot-rolled Valast®, creating significant market
    expansion opportunities.

    TSN is redesigning its new product development process
    to support greener steel production while continuing to
    collaborate with customers on innovative products. The

    Company is building knowledge through both internal
    and external projects to prepare for its green future.

    With the transition of the TSUK business into a 're-roller'
    in the interim before the EAF furnace are switched on in
    2027, the Research and Development Team also aligned
    its efforts to support the business. Strategic Technology
    Roadmaps have been developed focussing on: (a) Scrap,
    Slag and Steelmaking Technologies, (b) EAF Recipes
    and Grade Simplification, (c) Coatings and (d) Product
    Applications in Mobility, Packaging and Renewables.

    I n FY2024-25, there was ~80% reduction in the R&D
    headcount at TSUK. This shift required the team to focus
    on the critical projects with medium to longer term
    impact. To leverage the best in research and innovation,
    Tata Steel has closely collaborated with universities and
    Research and Technology Organisations (RTOs) in the UK,
    prominent examples being:

    (a)    Continuation & implementation of new packaging
    steel concepts & improved products with
    consideration of residuals.

    (b)    Development of Annealing Digital Twins

    (c)    New High Strength Packaging Steel (Patent filing
    pending) with potential benefits to revenue per ton
    and increase in market share

    (d)    Investigations into adhesions of low tin coatings

    (e)    Development of can lid tools that enable quick
    assessment of formability and polymer coating
    adhesion. This is a unique capability developed in
    the UK for the first time.

    (f)    Research into the potential of multifunctional
    polymer barrier systems for the renewables sector
    (particularly the Hydrogen economy).

    (g)    Facilitated the adoption/homologation of steels for
    the automotive sector.

    (h)    Development of a predictive tool to study the
    laser-weldability of simulated EAF grades,
    metallic coating type/thickness, part-to-part gap
    & laser beam shape on weldability & mechanical
    performance.

    (i)    Studies on the effects of trapped elements in EAF
    Steelmaking on weldability.

    The Company continues to participate in the
    collaborative research programmes with strategic
    university partners viz. Swansea, Warwick, Imperial,
    Cambridge and Royce. One of the prominent research
    programmes being Flue2Chem in which, the Company

    has demonstrated the use of captured CO2 in the
    formulation of paints using surfactants. The paints are
    being pilot trialled at the Shotton Plant of the Company
    as potential sustainable paint systems. In addition, the
    Company continues to participate in the 'SUSTAIN'
    consortia through the sponsorship of PhD students.

    Themes of environment and broader sustainability
    continue to be a key element in many research and
    development activities. TSUK's Sustainability Policy
    & Assessment team have continued to play an active
    role in influencing the development of assessment
    methodologies, including for product carbon
    footprinting, work that was recognised with the team
    winning worldsteel's Excellence in LCA Steelie Award
    in 2024.

    5. New Product Development

    In FY2024-25, Tata Steel developed 123 new products
    across various segments, supported by product quality
    assurance, proactive customer engagement, and
    extended technical assistance, all aimed at enhancing
    customer satisfaction and operational excellence.

    Automotive Sector: The introduction of the complex
    phase 780 MPa (CP780) steel grade for control arm
    applications marks a significant first for India, featuring
    a whole expansion ratio of >50% and total elongation
    exceeding 15%. Other notable developments include
    Tisten 52 and Tisten 55, which provide low-temperature
    impact toughness of 30J at -20°c while retaining strength
    post-hot forming. Additionally, SPFH590 (low Si) steel
    for disc applications enhances fatigue life and surface
    quality, while BSK46 and E46 grades from Tata Steel
    Meramandali expand the options for automotive long
    member applications.

    Oil & Gas and Energy: The Company became the first
    Indian steelmaker to produce hot-rolled steel for 100%
    pure gaseous hydrogen transport. In collaboration
    with Welspun Corp, Tata Steel has engineered 14"
    Electric Resistance Welded 
    ('ERW') pipes with stringent
    guarantees on impact toughness and resistance to
    hydrogen-induced cracking.

    Lifting & Excavation and Structural Applications:

    Tata Steel developed a new HR substrate of C15 grade for
    ammunition. Further, high-strength ERW tubes STK500
    and STK540 were produced for the Ahmedabad-Mumbai
    Bullet Train project.

    Cold Rolled and Coated Products: 17 new products
    were developed, primarily focusing on Dual Phase steels
    with UTS > 590 MPa and Interstitial Free steels with UTS
    > 440 MPa to meet automotive requirements.

    In the long products segment, the Company has
    developed high-strength, high-ductility 36-40mm 550D
    rebar, specifically designed for coupler applications. To
    facilitate faster construction, Tata Steel has also launched
    high-strength, high-ductility air-cooled corrosion-
    resistant rebars in coil form. Additionally, the 550D
    Super-ductile corrosion resistant 
    ('SDCR') grade rebar,
    distinguished by its seismic and corrosion resistance,
    targets the retail segment in coastal regions.

    To meet customer demands for high-speed direct
    drawing wire, Tata Steel has created the HC78ACr wire
    rod. In the Special Bar Quality segment, Grade 236 has
    been developed for producing bearing races and rings
    specifically for railway applications, while SAE 52100 has
    been tailored for taper roller bearings in the automotive
    sector. The Company has also gained approval from
    customers for grades 16MnCr5LSi and SCM435H, for gear
    and crankshaft applications in two-wheelers. Moreover,
    grades SAE1141 and SAE4124 have been developed for
    propeller shaft and crown wheel applications in the
    automotive commercial vehicle segment.

    To support the agricultural sector, Tata Steel has
    developed Grade 47CrMo4 for housing assemblies used
    in power energy systems like windmills, alongside Grade
    SAE4140 for kingpin and spindle applications.

    In FY2024-25, TSN successfully launched and
    commercialised 17 new products across multiple sectors.
    Automotive innovations include HR-CP800 HyperFlange,
    an advanced high-strength steel offering optimal balance
    between lightweighting and strength and improved full
    finish low waviness for enhanced paint appearance.

    For engineering applications, TSN introduced S550GD
    ZM310, designed for durable, lightweight solar panel
    structures, and inner weld bead trimmed High Strength
    Steel Tubes for agriculture and excavation equipment.
    The Company also launched three color-coated products,
    including PE25 HC and MATT on ZM120 with reduced
    zinc weight for lower environmental impact.

    In the construction sector, TSN developed a new
    offering for lower carbon embodied steel to support
    environmental product declarations requiring CO2
    reduction content.

    The Company's product development focus is broadening
    to accommodate future asset configurations, combining
    EAF redevelopment projects with blast furnace route
    developments to confirm and expand the existing and
    target market portfolio.

    In FY2024-25, TSUK launched five new products across
    packaging, infrastructure, and construction sectors,

    enhancing its product portfolio for both UK and export
    markets. These launches emphasise TSUK's commitment
    to sustainability, in-service performance guarantees, and
    rigorous product assessments.

    A key launch was a chrome-free passivation system for
    tinplate products, to comply with upcoming REACH
    legislation set for 2027. The construction products
    division introduced a 'High Containment Barrier System'
    for the highways sector, incorporating two new patents
    and meeting demanding customer requirements, which
    opens new business opportunities.

    Additionally, Building Systems launched Trimapanel
    Fire Wall, offering superior fire performance for internal
    applications, and ComFlor® FD+, a floor decking
    product featuring Prisma organic-coated steel. ComFlor
    FD+ provides 20-year in-service guarantees due to its
    corrosion resistance and has been used on high-profile
    projects like Neom in Saudi Arabia, strengthening TSUK's
    global presence.

    6. Customer Relationship

    In FY2024-25, the Company's customer-centric initiatives
    have strengthened relationships and improved value
    delivery. Additionally, the Company has adopted AI and
    digital technologies to enhance customer experiences,
    boost brand awareness, and streamline operations.

    Investments in advanced facilities

    To stay ahead of evolving market needs, Tata Steel
    inaugurated a state-of-the-art Continuous Annealing
    Line (
    'CAL') at Kalinganagar, producing a diverse range
    of Cold Rolled products, including Advanced High
    Strength Steels (
    'AHSS'), tailored for crucial sectors like
    automotive, energy and consumer goods.

    Additionally, the Company is at the advanced stage of
    commissioning the new Galvanising line at Kalinganagar
    and a best-in-class Combi-Mill facility in Jamshedpur to
    produce high-end specialty steel.

    Building customer value through innovation

    Tata Steel has emerged as a product innovation leader
    by aligning with evolving customer needs. In FY2024-25,
    it became the first Indian steelmaker to develop
    Hydrogen-compliant API X65 H grade steel and pipes,
    demonstrating end-to-end capabilities in hydrogen
    transportation, thus supporting India's National
    Hydrogen Mission.

    Tata Steel introduced a range of automotive-grade steels
    in FY2024-25 and became the first domestic supplier to

    localise Hot Rolled CP780 and also, began supplying
    Cold Rolled AHSS DP780, supporting OEMs in their
    lightweighting efforts.

    The Company has initiated supplies of shipbuilding-
    grade Hot Rolled plates that meet American Bureau
    of Shipping (ABS) compliance and are certified by Det
    Norske Veritas (DNV) and the Indian Register of Shipping
    (IRS). Tata Steel also secured approval for high-strength
    X65 sour grade steel, enabling entry into global oil and
    gas markets. Collaborations with wagon manufacturers
    led to the supply of E450 copper for lightweight wagons,
    facilitating shift from stainless to carbon steel.

    The Company developed Poly-Coated steel for
    refrigerator doors, improving formability and
    surface finish.

    Strengthening Customer Relationships

    Tata Steel fosters strong relationships across sectors
    like automotive, appliances, railways, construction, and
    engineering. To enhance Just-in-Time services for B2B
    automotive clients, it expanded service centres in key
    hubs and conducted technical workshops aimed at Value
    Analysis and Value Engineering (VAVE) and Early Vendor
    Involvement (EVI).

    In B2B construction segment, the Company launched
    the 'One Construction Customer Service Team' and
    expanded its network to 31 digitally connected service
    centres, offering ready-to-use reinforcement solutions. It
    also entered the Plate Fabricated Sections ('
    PFS') market,
    securing orders across five projects.

    Effective customer engagement

    Over 1,500 ECAs and Fabricators benefited from
    16 'Skilling India' and technical training events, in
    collaboration with IIT Bombay. Also, initiatives like
    'Converse to Construct' and the 'Wagon Way' forum
    fostered deeper engagement among channel partners
    and wagon manufacturers respectively.

    I n the B2C segment, Tata Tiscon connected with 1.5
    lakh consumers through the 'Golden Home Consumer'
    initiative and onboarded 5,000 new Architects,
    Contractors, and Engineers, achieving highest-ever sales.

    Driving Digital Transformation for Customer
    Experience

    Tata Steel Aashiyana has established itself as a prominent
    platform for driving digital adoption in the Individual
    Home Building market. Leveraging Tata Steel's robust,
    pan Indian retailer network, the platform has expanded
    its reach among individual homebuilders in a sizable

    number of PIN codes across all regions. Its user-friendly
    tools such as a Building Material Estimator and a Design
    Library help Aashiyana engage its consumers well, while
    its omnichannel features such as chatbot & WhatsApp
    ensure that information and assistance are easily
    accessible. This focus on customer experience combined
    with people's trust in brand Tata has led to a fast scale-
    up of customer acquisition, despite significantly high
    average order value. Tata Steel Aashiyana is not only
    facilitating digital reach but reshaping how homes are
    built in India, as evidenced by the substantial growth in
    its gross merchandise value over the years.

    Tata Steel has evolved DigECA into a robust digital
    platform connecting directly with over 1,000 MSMEs,
    offering best practices, streamlined inquiries, flexible
    payment options, and order tracking. Enhancements
    to the COMPASS platform have improved supply
    chain visibility and customer satisfaction. Nest-In has
    implemented QR-code-based tracking and a digital time
    compliance dashboard for projects while launching a
    customer complaint management system.

    TSN continued strengthening its focus on sustainable
    steelmaking and customer relations in FY2024-25.
    The presentation of the Green Steel Plan to the Dutch
    government represents a significant milestone towards
    low emission steel production, demonstrating the
    Company's commitment towards environment.

    Stakeholder engagement remains central to operations,
    with emphasis on maintaining enduring relationships
    with customers, suppliers, and communities through
    established and evolving forums. This collaborative
    approach drives sustainability and shared progress.

    A customer satisfaction score of 88% reflects TSN's
    customer-centric approach and technology-led
    innovation. The Company has enhanced engagement
    through a new CRM system, impactful social media
    presence, and innovative digital campaigns that enable
    personalised interactions.

    TSN has also introduced intelligent products and services,
    including the Data on Demand Platform, Aurora Live
    for R&D, and the Arising E-commerce Platform. These
    initiatives provide customers with cutting-edge solutions
    while setting new standards for customer relations.

    The Company's transformation initiatives in green steel
    production and digital technologies, position TSN as an
    industry leader committed to sustainable steelmaking
    and exceptional customer service.

    During 2024, TSUK made substantial progress in
    advancing sustainability and operational efficiency across

    its key sectors. A significant MoU supply agreement was
    reached with JCB for the provision of low CO2 steel.

    Packaging UK launched its sustainability commitment
    alongside the Electrifying Packaging Steels campaign,
    aligning with TSUK's broader transition to greener
    steelmaking. The Construction Tube and line pipe
    making sector marked a historic milestone with Corby's
    90th anniversary and the commissioning of a new
    £7 million steel coil slitter at the Hartlepool site.

    Building Systems UK has made significant progress in
    product innovation and sustainability, securing capital
    investment to integrate solar technology into its Catnic
    Urban roofing range through the launch of the SolarSeam
    system. This advancement, alongside the publication of
    over 70 environmental product declarations, reinforces
    TSUK's leadership in providing sustainable construction
    solutions. Additionally, the division successfully
    secured three major projects in London for the supply
    of lowcarbon ComFlor® structural steel decking and
    played a key role in the award-winning Port of Leith
    Distillery project. Building Systems UK also received
    notable industry recognition, including a Silver award for
    Refurbishment of the Year and a Gold Well-being Quality
    Mark for its leadership in mental health initiatives.

    7. Digital Transformation

    Tata Steel has significantly invested in cloud, data, and AI
    Digital and AI as strategic enablers within a framework
    driven by value and clear impact on Business KPIs. The
    fundamental part of the strategy is data quality, and to
    be able to capture and curate data needs Compute.

    At Tata Steel we laid the foundation of the transformation
    with front-ended investments to create a secure,
    multitenanted cloud and connectivity that enables
    'always-on' business, consolidating enterprise
    systems and standardising business processes across
    geographies providing for global cost competence and
    organisational agility.

    With investments in sensors and systems, the Company
    has curated around 11.2Pb of data globally. With data
    quality management and automation of key operational
    metrics such as cost and wage KPIs, the Company is
    driving towards a 'single version of truth' enabling agility
    and reliability in decision-making.

    Over the past 5-6 years, the Company has developed
    over 588 AI models investing significantly in cutting-
    edge generative AI platforms which are now powering
    automated insights, conversational interfaces, and
    addressing hard-to-solve use cases by combining the

    abilities of conventional (mathematical) AI with the
    creative capacities of Generative AI:

    » Around 75% of them drive Manufacturing
    excellence 
    - yield, energy efficiency, throughput,
    quality, productivity (YETQP) as well as safety using
    science-based models, machine learning and deep
    learning models, vision intelligence and generative AI.
    The Company has developed remote and intelligent
    operations for manufacturing, maintenance
    and mining.

    » The Company is also enabling Functional Excellence
    in areas such as HR, Procurement, Finance. Tata
    Steel's investments in supply chain and logistics have
    modernised backend processes. Initiatives such as
    the smart indenting system under our spares, repairs
    and maintenance program are enabling notable
    cost savings.

    » Enhancing Customer Experience is another vital
    focus. The Company has registered ~H500 crore of
    monthly online sales on the digital platforms. Around
    20% of our AI models are focused on customer
    experience, improving customer interactions,
    complaint resolution and overall satisfaction.

    Tata Steel's Digital and AI led business tranformation
    has delivered value driven through the Shikhar Value
    Framework. 80% of our steel production comes from
    WEF Global Lighthouse sites, and Tata Steel has been
    recognised as an Advanced Leader in Digital by Gartner
    for the past 4 years consecutively. The future is expected
    to be led by data and AI, and the early investments
    provide Tata Steel with a strong foundation.

    8. Corporate Social Responsibility

    The objective of the Company's Corporate Social
    Responsibility (
    'CSR') initiatives is to improve the quality
    of life of communities through long-term value creation
    for all stakeholders. The Company's CSR Policy provides
    guidelines to conduct CSR activities of the Company. The
    salient features of the CSR Policy forms part of the Annual
    Report on CSR activities annexed to this Report. The
    CSR policy is available on the website of the Company at
    https://www.tatasteel.com/media/23872/tata-steel-csr-
    policy.pdf

    For decades, the Company has pioneered various CSR
    initiatives. The Company continues to address societal
    challenges through societal development programmes
    and remains focused on improving the quality of life.
    During the year, the Company spent H584.61 crore
    towards its CSR activities and positively impacted over

    5.77 million lives through its CSR programmes. The
    Company implements its CSR programmes primarily
    through the Tata Steel Foundation (a company
    incorporated under Section 8 of the Companies Act,
    2013) which works in close collaboration with public
    systems and partners. Through its CSR, the Company
    envisions an enlightened, equitable society in which
    every individual realises her/his potential with dignity
    through work with tribal and excluded communities to
    co-create transformative, efficient and lasting solutions
    to their development challenges.

    Through large-scale, proven Signature Theme Models of
    change, the Company addresses core development gaps
    in India, while being replicable at global platform. These
    include programmes on maternal and child mortalities,
    access to school and learning enrichment for rural children,
    PAN-India focus on key aspects of tribal identity and
    comprehensive development through empowerment
    of panchayats between the manufacturing locations at
    Jamshedpur and Kalinganagar.

    The Company also fosters Regional Change Models
    enabling lasting betterment in the well-being of
    communities, prioritising those who are excluded
    and proximate to its operating areas. The Company
    undertakes its CSR Programmes in areas of health,
    nutrition, water, education, livelihoods, infrastructure,
    sports, disabilities, grassroots governance and
    empowering the voice of women within communities.

    The Annual Report on CSR activities, in terms of Section
    135 of the Companies Act, 2013 and the Rules framed
    thereunder, is annexed to this Report as 
    Annexure 2.

    In the Netherlands, TSN maintains a close relationship
    with its employees, customers, local residents, suppliers,
    the local business community, NGOs and educational
    institutions and provides guest lectures and workshops
    to support the Company's strategy to become a green,
    clean and circular steel company. The Company continues
    to partner with organisations on various social causes
    such as activities for schools, social well-being of its local
    communities in the areas of education, environment as
    well as health and well-being and coaching of children
    with learning difficulties towards a healthy lifestyle. The
    Company also focuses on gender diversity and equality,
    inspiring young girls to pursue careers in technical fields.

    TSN has a donation policy for supporting local activities
    aligned with the theme 'Future generations,' focusing
    on health and well-being, education and environment.
    Donations are granted to initiatives with the broadest and
    most sustainable regional impact, assessed quarterly by
    a community committee comprising employees, former

    employees and external stakeholders. The Company
    actively communicates about supported projects both
    internally and externally.

    In the UK, TSUK prioritises the local community,
    considering it the core of its operations. TSUK's
    long-standing community engagement program
    reaches tens of thousands of people annually.

    In FY2024-25, TSUK sponsored the 42nd Richard Burton
    10K, raising over £60,000 for Neath Port Talbot causes
    and also celebrated the 15th anniversary of the Aberavon
    Wizards League, an accessible football and netball
    tournament for primary schools in Port Talbot, covering
    kits and travel costs. The scheme reached 15 schools and
    over 300 children.

    Similar community schemes continue across all of the
    UK businesses sites, encompassing the three core values
    of health & well-being, environment and education. On
    February 18, 2025, TSUK received approval to construct
    a state-of-the-art electric arc furnace at Port Talbot. The
    planning process included community engagement
    sessions, allowing residents to interact with senior
    leaders and understand the proposals.

    The success of these engagement events, and TSUK's
    ongoing community engagement, was evident when the
    Neath Port Talbot Council Planning Committee approved
    the planning. Counsellors highlighted the importance
    of TSUK's significance to the local area and praised the
    Company's dedication to serving the community. This
    reflects Tata Steel values and importance of strong
    relationships with the community and key stakeholders.

    F. CORPORATE GOVERNANCE

    The Company ensures that it evolves and follows the
    corporate governance guidelines and best practices
    diligently, not just to boost long-term shareholder value,
    but also to respect rights of the minority. Tata Steel
    considers its inherent responsibility to disclose timely
    and accurate information regarding the operations
    and performance, leadership and governance of
    the Company.

    In accordance with it's Vision, Tata Steel aspires to be
    the global steel industry benchmark for value creation
    and corporate citizenship. Tata Steel expects to realise
    its Vision by taking such actions as may be necessary
    in order to achieve its goals of value creation, safety,
    environment and people.

    Pursuant to the SEBI Listing Regulations, the Corporate
    Governance Report along with the Certificate from a

    Practicing Company Secretary, certifying compliance
    with conditions of Corporate Governance, forms part of
    this Report and is enclosed as 
    Annexure 3.

    The Board is pleased to inform that during the year, the
    Company has won two awards for Corporate Governance,
    viz. Golden Peacock Award for Excellence in Corporate
    Governance - 2024 and the 24th ICSI National Award for
    Excellence in Corporate Governance (Listed Segment -
    Large Category).

    1.    Meetings of the Board and Committees of the
    Board

    The Board met six times during the year under review.
    The intervening gap between the meetings was within
    the period prescribed under the Companies Act, 2013
    and the SEBI Listing Regulations. The Committees of
    the Board usually meet the day before or on the day
    of the Board meeting, or whenever the need arises
    for transacting business. Details of composition of the
    Board and its Committees as well as details of Board
    and Committee meetings held during the year under
    review and Directors attending the same are given in
    the Corporate Governance Report forming part of this
    Integrated Report & Annual Accounts 2024-25.

    2.    Selection of New Directors and Board Membership
    Criteria

    The Nomination and Remuneration Committee ('NRC')
    engages with the Board to evaluate the appropriate
    characteristics, skills and experience for the Board as
    a whole as well as for its individual members with the
    objective of having a Board with diverse backgrounds and
    experience in business, finance, governance, and public
    service. The NRC, basis such evaluation, determines
    the role and capabilities required for appointment of
    Independent Directors. Thereafter, the NRC recommends
    to the Board the selection of new Directors.

    Characteristics expected of all Directors include
    independence, integrity, high personal and professional
    ethics, sound business judgement, ability to participate
    constructively in deliberations and willingness to exercise
    authority in a collective manner. The Company has in
    place a Policy on Appointment & Removal of Directors.

    The salient features of the Policy are:

    » It acts as a guideline for matters relating to
    appointment and re-appointment of Directors.

    » It contains guidelines for determining qualifications,
    positive attributes of Directors, and independence of
    a Director.

    » It lays down the criteria for Board Membership.

    » It sets out the approach of the Company on
    board diversity.

    » It lays down the criteria for determining
    independence of a director, in case of appointment
    of an Independent Director.

    The Policy is available on the website of the Company at
    https://www.tatasteel.com/media/6816/policy-on-
    appointment-and-removal-of-directors.pdf

    3.    Familiarisation Programme for Directors

    As a practice, all new Directors (including Independent
    Directors) inducted to the Board go through a structured
    orientation programme. Presentations are made
    by Senior Management giving an overview of the
    operations, to familiarise the new Directors with the
    Company's business operations. The new Directors are
    given an orientation on the products of the business,
    group structure and subsidiaries, Board constitution
    and procedures, matters reserved for the Board, and
    the major risks and risk management strategy of the
    Company. Visits to plant and mining locations are
    organised for the new Directors to enable them to
    understand the business better.

    Details of orientation given to the new and existing
    Independent Directors in the areas of strategy/industry
    trends, operations & governance, and safety, health and
    environment initiatives are available on the website of the
    Company at 
    https://www.tatasteel.com/media/23897/
    familiarization-programme-ids-2025.pdf

    4.    Evaluation

    The Board evaluated the effectiveness of its functioning
    of the Committees and of individual Directors, pursuant
    to the provisions of the Companies Act, 2013 and the SEBI
    Listing Regulations.

    The Board sought the feedback of Directors on various
    parameters including:

    » Degree of fulfillment of key responsibilities towards
    stakeholders (by way of monitoring corporate
    governance practices, participation in the long-term
    strategic planning, etc.);

    » Structure, composition and role clarity of the Board
    and Committees;

    » Extent of co-ordination and cohesiveness between
    the Board and its Committees;

    » Effectiveness of the deliberations and process
    management;

    » Board/Committee culture and dynamics; and

    » Quality of relationship between Board Members and
    the Management.

    The above criteria are broadly based on the Master
    Circular issued by the Securities and Exchange Board of
    India on November 11, 2024.

    The Chairman of the Board had one-on-one meetings
    with the Independent Directors (
    'IDs') and the Chairman
    of NRC had one-on-one meetings with the Executive
    and Non-Executive, Non-Independent Directors. These
    meetings were intended to obtain Directors' inputs on
    effectiveness of the Board/Committee processes.

    In a separate meetings of the IDs, the performance of
    the Non-Independent Directors, the Board as a whole
    and Chairman of the Company were evaluated taking
    into account the views of Executive Directors and other
    Non-Executive Directors.

    The NRC reviewed the performance of the individual
    Directors and the Board as a whole.

    In the Board meeting that followed the meeting of the
    Independent Directors and the meeting of NRC, the
    performance of the Board, its Committees, and individual
    directors were discussed.

    Outcome of Evaluation

    The evaluation process endorsed the Board Members'
    confidence in the ethical standards of the Company,
    the resilience of the Board and the Management in
    navigating the Company during challenging times,
    cohesiveness amongst the Board Members, constructive
    relationship between the Board and the Management
    and the openness of the Management in sharing strategic
    information to enable Board Members to discharge their
    responsibilities and duties.

    In the coming year, the Board intends to enhance focus
    on (a) decarbonisation, biodiversity and aligning the
    Company's goals and initiatives with that of Project
    Aalingana; (b) business performance of European
    subsidiaries; (c) research & development; and (d) capital
    allocation strategy of the Company.

    5. Remuneration Policy for the Board and Senior
    Management

    Based on the recommendations of the NRC, the Board
    has approved the Remuneration Policy for Directors, Key
    Managerial Personnel (
    'KMPs') and all other employees
    of the Company. As part of the Policy, the Company
    strives to ensure that:

    » the level and composition of remuneration is
    reasonable and sufficient to attract, retain and
    motivate Directors of the quality required to run the
    Company successfully;

    » relationship between remuneration and performance
    is clear and meets appropriate performance
    benchmarks; and

    » remuneration to Directors, KMPs and Senior
    Management involves a balance between fixed and
    incentive pay, reflecting short, medium and long-term
    performance objectives appropriate to the working of
    the Company and its goals.

    The salient features of the Policy are that it lays down
    the parameters:

    » Based on which payment of remuneration (including
    sitting fees and remuneration) should be made to
    Independent Directors (
    'IDs') and Non-Executive
    Directors (
    'NEDs').

    » Based on which remuneration (including fixed salary,
    benefits and perquisites, bonus/performance linked
    incentive, commission, retirement benefits) should
    be given to whole-time directors, KMPs and rest of
    the employees.

    » For remuneration payable to Directors for services
    rendered in other capacity.

    During the year under review, there has been no change
    to the Policy. The Policy is available on the website of
    the Company at 
    https://www.tatasteel.com/media/6817/
    remuneration-policy-of-directors-etc.pdf

    6.    Particulars of Employees

    Disclosures pertaining to remuneration and other details
    as required under Section 197(12) of the Companies Act,
    2013 read with Rule 5(1) of the Companies (Appointment
    and Remuneration of Managerial Personnel) Rules, 2014
    (
    'Rules') are annexed to this Report as Annexure 4.

    I n terms of the provisions of Section 197(12) of the
    Companies Act, 2013 read with Rules 5(2) and 5(3) of
    the Rules, a statement showing the names and other
    particulars of employees drawing remuneration in excess
    of the limits set out in the said Rules forms part of this
    Report. Further, the Integrated Report and the Annual
    Accounts are being sent to the Members excluding
    the aforesaid statement. In terms of Section 136 of the
    Companies Act, 2013, 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 
    cosec@tatasteel.com

    7.    Directors

    The year under review saw the following changes to the
    Board of Directors (
    'Board').

    Induction to the Board

    Based on the recommendations of the NRC, and in terms
    of the provisions of the Companies Act, 2013 the Board,
    on November 6, 2024, appointed Mr. Pramod Agrawal
    (DIN: 00279727) as an Additional Director (Non-Executive,
    Independent) effective November 6, 2024. Further, based
    on the recommendations of the NRC and subject to the
    approval of the Members, the Board, in accordance with
    the provisions of Section 149 read with Schedule IV to
    the Companies Act, 2013 and applicable SEBI Listing
    Regulations, appointed Mr. Agrawal as an Independent
    Director of the Company, not liable to retire by rotation,
    for a term of 5 years commencing from November 6, 2024
    through November 5, 2029.

    Mr. Pramod Agrawal, former Chairman and Managing
    Director of Coal India Limited, has about three decades
    of administrative experience as an IAS Officer in varied
    fields at State as well as Central level. As a business leader,
    he has extensive experience and exposure to areas
    such as strategy, operations, finance, risk management,
    governance & compliance, sustainability, administration
    and government affairs. Mr. Agrawal brings with him
    core competencies in project management, strategic
    alliances, tactical planning, and high-stake negotiations,
    the attributes and skills which will be of immense benefit
    to the Management and the Company. On December 26,
    2024, the Shareholders of the Company approved the
    appointment of Mr. Agrawal as an Independent Director
    of the Company by way of a special resolution passed
    through postal ballot for the above mentioned tenure.

    Re-appointment of Director retiring by rotation

    In terms of the provisions of the Companies Act, 2013,
    Mr. Noel N. Tata (DIN: 00024713), Non-Executive Director
    designated as Vice-Chairman, retires at the ensuing AGM
    and being eligible, seeks re-appointment. The necessary
    resolution for re-appointment of Mr. Noel N. Tata forms
    part of the Notice convening the ensuing AGM scheduled
    to be held on Wednesday, July 2, 2025.

    The profile and particulars of experience, attributes and
    skills that qualify Mr. Noel N. Tata for Board membership,
    are disclosed in the said Notice.

    Cessation

    As per the terms of her appointment, Ms. Farida Khambata
    (DIN: 06954123), completed her term as an Independent
    Director on December 10, 2024 and accordingly, ceased
    to be an Independent Director and Member of the Board
    of Directors of the Company effective December 11,
    2024. The Board of Directors place on record their deep
    appreciation for the wisdom, knowledge and guidance
    provided by Ms. Khambata during her tenure.

    8.    Independent Directors' Declaration

    The Company has received the necessary declaration from
    each Independent Director in accordance with Section
    149(7) of the Companies Act, 2013 read with Regulation
    25(8) of the SEBI Listing Regulations, that he/she meets
    the criteria of independence as laid out in Section 149(6)
    of the Companies Act, 2013 and Regulation 16(1)(b)
    of the SEBI Listing Regulations.

    In the opinion of the Board, there has been no change
    in the circumstances which may affect their status as
    Independent Directors of the Company and the Board
    is satisfied of the integrity, expertise, and experience
    (including proficiency in terms of Section 150(1) of the
    Companies Act, 2013 and applicable rules thereunder) of
    all Independent Directors on the Board. Further, in terms
    of Section 150 of the Companies Act, 2013 read with Rule
    6 of the Companies (Appointment and Qualification
    of Directors) Rules, 2014, as amended, Independent
    Directors of the Company have included their names in
    the data bank of Independent Directors maintained with
    the Indian Institute of Corporate Affairs of Company.

    9.    Key Managerial Personnel

    I n terms of Section 203 of the Companies Act, 2013,
    the Key Managerial Personnel of the Company are
    Mr. T. V. Narendran, Chief Executive Officer & Managing
    Director, Mr. Koushik Chatterjee, Executive Director
    & Chief Financial Officer and Mr. Parvatheesam
    Kanchinadham, Company Secretary and Chief Legal
    Officer. During the year under review, there has been no
    change in the Key Managerial Personnel of the Company.

    10.    Audit Committee

    The Audit Committee was constituted in the year 1986.
    The Committee has adopted a Charter for its functioning.
    The primary objective of the Committee is to monitor
    and provide effective supervision of the Management's
    financial reporting process, to ensure accurate and timely
    disclosures, with the highest levels of transparency,
    integrity and quality of financial reporting.

    The Committee presently comprises Mr. Deepak Kapoor
    (Chairman), Ms. Bharti Gupta Ramola, Mr. Pramod
    Agrawal and Mr. Saurabh Agrawal. The Committee met
    seven times during the year under review, the details of
    which are given 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.

    11.    Internal Control Systems

    The Company's internal control systems commensurate
    with the nature of its business, the size, and complexity

    of its operations and such internal financial controls with
    reference to the Financial Statements are adequate.
    Details on the Internal Financial Controls of the Company
    forms part of Management Discussion and Analysis
    forming part of 
    Annexure 1 of this Report.

    12. Risk Management

    Tata Steel has established a robust Enterprise Risk
    Management framework to effectively navigate the
    evolving and volatile business environment with the
    aim to create sustainable value for its stakeholders. The
    Tata Steel ERM framework focuses on developing a risk
    intelligent culture that facilitates risk informed decision
    making and build business resilience. The ERM framework
    has been developed by integrating best practices from
    international standards including the Committee of
    Sponsoring Organisations of the Treadway Commission
    (COSO), ISO 31000:2018 and incorporating benchmark
    global industry practices.

    The Risk Management Committee ('RMC') of the Board
    provides an oversight and guides Central ERM team on
    risk management policy, risk management plan and
    adequacy of risk management systems. It reviews the
    status of key risks, progress of ERM implementation
    across locations and any exceptions as flagged to it, on a
    quarterly basis.

    The risk appetite of the organisation, approved by the
    RMC and the Board, has been developed by analysing
    industry best practices and aligns to the vision of the
    Company. This is an important metric and the guiding
    principle for identification and management of risks. The
    risk appetite is driven by the following:

    » Health and safety of the employees and the
    communities in which the Company operates are the
    prime concern and the operating strategy is focused
    on this objective.

    » All business decisions are aligned to the Tata Code
    of Conduct.

    » Management actions are focused on continuous
    improvement.

    » Environment and Climate Change impacts are
    assessed on a continuous basis and business decisions
    support systems including capital allocation,
    considers climate impact through the internal carbon
    pricing framework.

    » The long-term strategy of the Company is focused
    on generating profitable growth and sustainable
    cashflows that creates long-term stakeholder value.

    Risk Owners may accept risk exposure to their annual and
    long-term business plans, which after implementation

    of mitigation strategies, is aligned to the Company's
    risk appetite.

    The Company has also constituted a Management
    Committee called ARC (Apex Review Committee)
    comprising CEO & Managing Director, Executive
    Director & Chief Financial Officer, and Vice President
    - Corporate Finance, Treasury & Risk Management
    who is also the CRO (Chief Risk Officer). The ARC
    reviews the business plan of ERM quarterly, engages
    on the macro environment and deliberates on risks
    that the Company faces. Additionally, it engages with
    risk owners to understand the risks associated with
    business strategy, and proposed mitigation plans to
    get assurance that the risks are identified proactively
    and being managed.

    The ERM framework is deployed across the organisation
    and is driven by a dedicated Central ERM team led
    by the CRO of the Company. The CRO reports to ED
    & CFO and to the RMC Chairperson. The ERM team
    continuously engages in horizon scanning to track
    the evolving external business landscape and assess
    the macroeconomic factors to identify emerging risk
    areas. Risk flags and risk insights are shared with the
    organisation for evaluation by the Business Units (BUs)
    to identify risks and mitigation strategies. 'Expert Lens'
    sessions and webinars are organised for the leadership
    team and Risk Community to discuss emerging risk
    areas contextual for the Company. The bottom-up ERM
    process is decentralised to keep the ownership of the
    risks with the BUs to ensure agility in managing the
    risks. The bottom-up process is complemented by a top-
    down process, which helps in identification of strategic
    enterprise level risks.

    The Company follows coordinated risk assurance through
    which the ERM process is integrated with Corporate
    Audit, Strategy & Business Planning, Corporate Legal
    & Compliance, and Security functions. There is a two¬
    way communication established with these functions
    to augment the robustness of the process and ensure
    effective implementation throughout the organisation.
    Corporate Audit team, led by Chief Audit Executive (who
    reports to CEO & MD of the Company and Chairperson of
    the Audit Committee), conducts an independent audit of
    the ERM process deployment across the organisation, as
    the third line of defense.

    The Company has developed an In-house built IT
    system to ensure management of risks through live
    dashboards as well as maintain data repository for risk
    analytics. An Artificial Intelligence enabled 'Horizon
    Scanning' feature has been launched as part of the
    IT system to scan external news and developments
    related to steel and allied industry for identification
    of potential risks.

    The Company views ERM as an enabler to achieve
    business objectives (BO) & aims at intelligent risk taking
    for Business decisions. Capability development for
    risk management has been a key focus area across the
    organisation and various formats of communication
    & training have been developed to create awareness
    and ensure implementation of mitigation during
    management of risk. The training programs are
    customised for Risk Champions (Extended arm of Central
    ERM Team at the BUs), risk owners, new joinees, senior
    leadership and specific functions.

    Risk culture is considered as an important lever for
    assessing the overall effectiveness of risk management
    and the risk maturity of the organisation. To strengthen
    the Risk culture in the organisation, Risk has been
    institutionalised as an additional metric in the
    performance assessment of employees including for
    senior Risk Owners. With the goal of continuously
    improving the risk culture across the organisation, the
    Company conducts an annual Risk Culture Survey (RCS)
    through an independent partner. The survey benchmarks
    risk culture practices with leading organisations, identifies
    key areas of improvement and make enhancements in
    the ERM framework to improve its overall effectiveness.
    The Company has received a score of 4.25 on a scale of 5
    in FY25.

    The fiscal year 2024-25 presented considerable global
    economic and geopolitical challenges including the
    prolonged Russia - Ukraine conflict, the instability in the
    Middle East, Trade and Tariff war, Elections in multiple
    countries, volatile foreign exchange markets, and
    slower-than-anticipated Chinese economic growth which
    negatively impacted global steel prices. The Company
    focused on proactive tracking and monitoring key 'Early
    Warning Indicators', developing different risk impact
    scenarios, and proactively implementing risk mitigation
    strategies to effectively manage the risks arising out of
    the volatile and evolving global business environment.

    The Company has won the 'Masters of Risk Metals
    Mining' in Large Cap Category at the CNBC TV 18 India
    Risk Management Awards for the 8th consecutive year.
    The award recognises the exceptional achievements of
    the Company in the field of risk management reinforced
    by inventive strategies and forward-thinking initiatives.

    13. Vigil Mechanism

    The Company has a Vigil Mechanism that provides
    a formal channel for all its Directors, employees and
    business associates including customers to approach
    the Chairman of the Audit Committee or Chief Ethics
    Counsellor to make protected disclosures about any
    ethical misconduct, actual or suspected fraud or violation
    of the Tata Code of Conduct (
    'TCoC'). No person is denied

    access to the Chairman of the Audit Committee. This vigil
    mechanism fosters a culture of trust and transparency
    among its stakeholders.

    The Company has established various policies to govern
    the vigilance procedures, such as the Whistle-Blower
    Policy for Directors & Employees, the Whistle-Blower
    Policy for Business Associates, the Whistle-Blower
    Protection Policy for Business Associates (vendors/
    customers), the Gift and Hospitality Policy (
    'G&H'), the
    Conflict-of-Interest (
    'CoI') Policy for Employees, the
    Anti-Bribery & Anti-Corruption (
    'ABAC') Policy, and the
    Anti-Money Laundering (
    'AML') Policy.

    The Whistleblower Policies for Directors & Employees
    and Business Associates encourages Directors,
    employees, and business associates to report any actual
    or possible violation of the TCoC or any event that he/
    she becomes aware of that could affect the business
    or reputation of the Company. The policy safeguards
    the whistle-blowers against any unfair practices,
    such as retaliation, threats, intimidation, termination,
    suspension, transfer, demotion, refusal of promotion or
    any other disciplinary action. The whistleblower policy
    also includes reporting of incidents of leak or suspected
    leak of Unpublished Price Sensitive Information (
    'UPSI')
    as required in terms of the provisions of the Securities
    and Exchange Board of India (Prohibition of Insider
    Trading) Regulations, 2015, as amended.

    The Whistle-Blower Protection Policy for Business
    Associates provides safeguard to the third parties such
    as vendors, suppliers, distributors, customers, etc. from
    retaliation or unjust treatment. This also helps to build
    confidence among whistle-blowers to make protected
    disclosures in good faith. The policy also outlines for
    disqualification in case of raising false concerns with
    malicious intent.

    The ABAC and AML policies mainly focus on ethical risk
    assessment, procedures and guidelines, third-party
    due diligence, training and awareness, and audits
    and reporting.

    The G&H Policy offers guidance to employees or persons
    working for or on behalf of the Company on appropriate,
    acceptable, and deemed unacceptable gifts and
    hospitality for offering, giving or accepting. The policy
    is in consonance with ABAC and AML policies.

    The CoI Policy of the Company requires employees to
    disclose any actual or potential conflicts annually and as
    and when it arises.

    To incentivise employees to report misconduct
    or unethical behaviour within the Company, the
    Whistleblower Reward and Recognition Guidelines
    have been implemented. The disclosures reported are

    addressed in the manner and within the time frame
    prescribed in the Whistleblower Policy.

    A Third-Party Whistleblowing helpline service is available
    to stakeholders in Tata Steel and Tata Steel Group
    companies for reporting concerns or disclosures. The
    Ethics helpline services offer various communication
    channels, including a toll-free number, web access,
    postal services and email facilities.

    The Company, during the year under review, conducted
    a series of communication and training programmes
    for internal and external stakeholders, with an aim to
    create awareness amongst them about TCoC and other
    ethical practices of the Company. Customised training
    programmes on Prevention of Sexual Harassment,
    Tata Code of Conduct, Respectful Workplace, Conflict
    of Interest, Anti-Bribery & Anti-Corruption and
    Third-Party Due Diligence are conducted online,
    classrooms, and web-based mediums. Further, meets
    were conducted with business associates with an
    aim to provide them a platform to discuss their
    issues and clarify their dilemmas if any on the above-
    mentioned policies.

    During the year under review, the Company received 548
    Whistle-Blower Complaints (
    'WBCs') and 1,617 grievances
    and other concerns. Out of these, 391 WBCs were
    investigated and closed after taking appropriate actions,
    1,440 grievances and other concerns were addressed
    as appropriate. A total of 157 WBCs were open as of
    March 31, 2025, for which investigations are underway.
    The unaddressed 177 grievances and other concerns are
    being reviewed and will be closed as appropriate.

    14. Disclosure as per the Sexual Harassment of
    Women at Workplace (Prevention, Prohibition and
    Redressal) Act, 2013

    Tata Steel maintains a zero-tolerance policy towards
    sexual harassment at the workplace. The Company
    has adopted a policy on prevention, prohibition, and
    redressal of sexual harassment at workplace in line with
    the provisions of the Sexual Harassment of Women at
    Workplace (Prevention, Prohibition and Redressal) Act,
    2013 and the Rules made thereunder, as amended from
    time to time.

    The Company has complied with the provisions relating
    to the constitution of the Internal Complaints Committee
    as per the Sexual Harassment of Women at Workplace
    (Prevention, Prohibition and Redressal) Act, 2013.

    During the year under review, the Company received 47
    complaints of sexual harassment, of which 33 complaints
    have been resolved and appropriate actions taken, 14
    complaints are under investigation.

    15.    Subsidiaries, Joint Ventures and Associates

    The Company has 126 subsidiaries and 41 associate
    companies (including 23 joint ventures) as on
    March 31, 2025. During the year under review, the Board
    of Directors reviewed the affairs of material subsidiaries.
    There has been no material change in the nature of the
    business of the subsidiaries.

    I n accordance with Section 129(3) of the Companies
    Act, 2013, the Consolidated Financial Statements of
    the Company and all its subsidiaries, associates and
    joint ventures has been prepared and this forms part
    of the Integrated Report. Further, the report on the
    performance and financial position of each subsidiary,
    associate and joint venture and salient features of their
    Financial Statements in the prescribed Form AOC-1 is
    annexed to this Report as 
    Annexure 5.

    In accordance with the provisions of Section 136 of the
    Companies Act, 2013 and the amendments thereto, read
    with the SEBI Listing Regulations the audited Financial
    Statements, including the consolidated financial
    statements and related information of the Company
    and financial statements of the subsidiary companies
    are available on the website of the Company at
    www.tatasteel.com

    The names of companies that have become or ceased to
    be subsidiaries, joint ventures and associates during the
    year under review are disclosed in an annexure to this
    Report as 
    Annexure 6.

    16.    Related Party Transactions

    I n line with the requirements of the Companies Act,
    2013 and the SEBI Listing Regulations, the Company
    has formulated a Policy on Related Party Transactions.
    The Policy can be accessed on the Company's website
    at 
    https://www.tatasteel.com/media/5891/policy-on-
    related-partv-transactions.pdf

    During the year under review, all related party transactions
    entered into by the Company, were approved by the
    Audit Committee and were at arm's length and in the
    ordinary course of business. Prior 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. All material related
    party transactions and their material modifications,
    if any, were entered into after being approved by the
    Company's shareholders. The Company did not have any
    contracts or arrangements with related parties in terms
    of Section 188(1) of the Companies Act, 2013.

    Accordingly, the disclosure of related party
    transactions as required under Section 134(3)(h) of the

    Companies Act, 2013 in Form AOC-2 is not applicable to
    the Company for FY2024-25 and hence, does not form
    part of this Report.

    Details of related party transactions entered into by the
    Company, in terms of Ind AS-24 have been disclosed in
    the notes to the standalone and consolidated financial
    statements forming part of this Integrated Report &
    Annual Accounts 2024-25.

    17. Directors' Responsibility Statement

    Based on the framework of internal financial controls
    and compliance system established and maintained
    by the Company, work performed by the internal,
    statutory, cost, and secretarial auditors and external
    agencies including audit of internal financial controls
    over financial reporting by the statutory auditors and
    the reviews performed by 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
    the FY2024-25.

    Accordingly, pursuant to Section 134(5) of the Companies
    Act, 2013, the Board of Directors, to the best of its
    knowledge and ability confirms that:

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

    b)    it has 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)    it has taken proper and sufficient care for the
    maintenance of adequate accounting records in
    accordance with the provisions of the Companies
    Act, 2013 for safeguarding the assets of the
    Company and for preventing and detecting fraud
    and other irregularities;

    d)    i t has prepared the annual accounts on a going
    concern basis;

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

    f)    it has devised proper systems to ensure compliance
    with the provisions of all applicable laws and that
    such systems were in place, are adequate and
    operating effectively.

    18. Auditors

    Statutory Auditors

    Members of the Company at the AGM held on
    August 8, 2017, approved the appointment of
    Price Waterhouse & Co Chartered Accountants LLP
    (Registration No.- 304026E/E300009) (
    'PW'), Chartered
    Accountants, as the statutory auditors of the Company.
    Further, the shareholders approved the re-appointment
    of PW for a second term of five years commencing from
    the conclusion of the 115th AGM held on June 28, 2022
    until the conclusion of 120th AGM of the Company to be
    held in the year 2027.

    The report of the Statutory Auditor forms part of this
    Integrated Report and Annual Accounts 2024-25. The said
    report does not contain any qualification, reservation,
    adverse remark or disclaimer.

    Cost Auditors

    I n terms of Section 148 of the Companies Act, 2013,
    the Company is required to maintain cost records and
    have the audit of its cost records conducted by a Cost
    Accountant. Cost records are prepared and maintained
    by the Company as required under Section 148(1) of the
    Companies Act, 2013.

    The Board of Directors of the Company has, on the
    recommendation of the Audit Committee, approved
    the appointment of M/s. Shome & Banerjee as the cost
    auditors of the Company (Firm Registration No. 000001)
    for the year ending March 31, 2026. M/s. Shome &
    Banerjee have vast experience in the field of cost audit
    and have been conducting the audit of the cost records
    of the Company for the past several years.

    I n accordance with the provisions of Section 148(3)
    of the Companies Act, 2013 read with Rule 14 of the
    Companies (Audit and Auditors) Rules, 2014, as amended,
    the remuneration of H35 lakh plus applicable taxes and
    reimbursement of out-of-pocket expenses payable to the
    Cost Auditors for conducting cost audit of the Company for
    FY2025-26 as recommended by the Audit Committee and
    approved by the Board has to be ratified by the Members
    of the Company. The same is placed for ratification of
    Members and forms part of the Notice of the AGM.

    Secretarial Auditors

    In terms of Regulation 24A read with other applicable
    provisions of the SEBI Listing Regulations and applicable
    provisions of the Companies Act, 2013, the Company is
    required to appoint Secretarial Auditors for a period of 5
    years commencing FY2025-26, to conduct the secretarial
    audit of the Company in terms of Section 204 and other
    applicable provisions of the Companies Act, 2013 read
    with Regulation 24A and other applicable provisions of
    the SEBI Listing Regulations.

    For identification of Secretarial Auditor, the Management
    of the Company had initiated the process and had
    detailed interactions with certain eligible audit firms
    and assessed them against a defined eligibility and
    evaluation criteria.

    The following criteria inter alia were considered for
    evaluation of Practicing Company Secretary firms
    capable of conducting audit of Tata Steel Limited:

    a)    background of the firm, their experience and past
    associations in handling secretarial audit of large
    listed companies;

    b)    competence of the leadership and the audit team in
    conducting secretarial audit of the Company in the
    past as well as of other large listed companies; and

    c)    ability of the firm to understand the business of Tata
    Steel Limited and identify compliance of major laws
    and regulations applicable to the Company.

    As part of the assessment, the Management also
    considered the eligibility and evaluated the background,
    expertise and past performance of M/s Parikh &
    Associates as the Secretarial Auditors of the Company
    from 2014 till date.

    The Management presented the outcome of the
    assessment to the Audit Committee of the Board.

    The Audit Committee considered the findings of
    the Management and recommended to the Board,
    the appointment of M/s. Parikh & Associates as the
    secretarial auditors of the Company for a period of five
    years commencing from the conclusion of the ensuing
    118th Annual General Meeting scheduled to be held on
    July 2, 2025, through the conclusion of 123rd Annual
    General Meeting of the Company to be held in the year
    2030, for conducting secretarial audit of the Company
    for the period beginning from FY2025-26 through the
    FY2029-30.

    The Board considered the recommendation of the
    Audit Committee with respect to the appointment of
    M/s. Parikh & Associates as the Secretarial Auditors of
    the Company. Based on due consideration, the Board
    recommends for your approval, the appointment of
    M/s. Parikh & Associates as the Secretarial Auditors of
    the Company for a period of five years commencing
    from the conclusion of the ensuing 118th Annual General
    Meeting scheduled to be held on July 2, 2025, through
    the conclusion of 123rd Annual General Meeting of the
    Company to be held in the year 2030, for conducting
    secretarial audit of the Company for the period beginning
    from FY2025-26 through FY2029-30.

    The above proposal and related information forms part
    of the Notice of the AGM and is placed for your approval.

    Secretarial Audit Report

    The Company is required to annex to the Board's Report,
    the Secretarial Audit Report, given in the prescribed
    form, by a Company Secretary in practice.

    The Report of the Company issued by M/s. Parikh &
    Associates is annexed to this Report as 
    Annexure 7.

    There are no qualifications, observations, adverse remark
    or disclaimer in the said Report.

    Reporting of Fraud

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

    19.    Annual Return

    The Annual Return for Financial Year 2024-25 as per
    provisions of the Companies Act, 2013 and Rules thereto,
    is available on the Company's website at 
    https://www.
    tatasteel.com/media/23905/annual-return-mgt-7.pdf.

    20.    Significant and Material Orders passed by the
    Regulators or Courts

    There has been no significant and material order passed
    by the regulators or courts or tribunals impacting
    the going concern status and the Company's future
    operations. However, Members' attention is drawn to
    the statement on contingent liabilities, commitments in
    the notes forming part of the Financial Statements.

    21.    Particulars of Loans, Guarantees or Investments

    Particulars of loans, guarantees given and investments
    made during the year under review in accordance with
    Section 186 of the Companies Act, 2013 is annexed to this
    Report as 
    Annexure 8.

    22.    Energy Conservation, Technology Absorption and
    Foreign Exchange Earnings and Outgo

    Details of the energy conservation, technology
    absorption and foreign exchange earnings and outgo
    are annexed to this Report as 
    Annexure 9.

    23.    Deposits

    During the year under review, the Company has not
    accepted any deposits from public in terms of the

    Companies Act, 2013. Further, no amount on account
    of principal or interest on deposits from public was
    outstanding as on the date of the balance sheet.

    24.    Secretarial Standards

    The Company has in place proper systems to ensure
    compliance with the provisions of the applicable
    secretarial standards issued by The Institute of the
    Company Secretaries of India and such systems are
    adequate and operating effectively.

    25.    Other Disclosures

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

    (b)    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.

    (c)    There was no application made or proceeding
    pending against the Company under the Insolvency
    and Bankruptcy Code, 2016 during the year
    under review.

    G. Acknowledgements

    The Board thanks the customers, vendors, dealers,
    investors, business associates, bankers and communities
    for their continued support during the year. The Board
    places on record its appreciation of the contribution
    made by employees at all levels (including Unions). The
    Company's resilience to meet challenges was made
    possible by their hard work, solidarity, co-operation
    and support.

    The Board thanks the Government of India, the State
    Governments and the Governments in the countries
    where Tata Steel has its operations and other regulatory
    authorities and government agencies for their support
    and look forward to their continued support in the future.

    On behalf of the Board of Directors

    sd/-

    N. CHANDRASEKARAN

    Mumbai    Chairman

    May 12, 2025    DIN: 00121863

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