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Tata Steel Ltd.

BSE: 500470 Sector: Metals & Mining
NSE: TATASTEEL ISIN Code: INE081A01020
BSE 00:00 | 10 Aug 109.25 2.05
(1.91%)
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NSE 00:00 | 10 Aug 109.20 2.00
(1.87%)
OPEN

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OPEN 107.90
PREVIOUS CLOSE 107.20
VOLUME 4002923
52-Week high 153.46
52-Week low 82.71
P/E 4.35
Mkt Cap.(Rs cr) 133,428
Buy Price 0.00
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Sell Price 0.00
Sell Qty 0.00
OPEN 107.90
CLOSE 107.20
VOLUME 4002923
52-Week high 153.46
52-Week low 82.71
P/E 4.35
Mkt Cap.(Rs cr) 133,428
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Tata Steel Ltd. (TATASTEEL) - Director Report

Company director report

To the Members

Your Directors take pleasure in presenting the 7thIntegrated Report (prepared as per the framework set forth by the International IntegratedReporting Council) and the 115th Annual Accounts on the business and operationsof Tata Steel Limited ('Tata Steel' or 'Company') along with the summary of standaloneand consolidated financial statements for the financial year ended March 31 2022.

A. Financial Results

(Rs. crore)

Particulars Tata Steel (Standalone) Tata Steel (Consolidated)
2021-22 2020-21 2021-22 2020-21
Revenue from operations 129021.35 84132.92 243959.17 156477.40
Total expenditure before finance cost depreciation (net of expenditure transferred to capital) 77891.50 57009.21 180469.22 125973.14
Operating Profit 51129.85 27123.71 63489.95 30504.26
Add: Other income 1452.02 755.11 784.89 895.60
Profit before finance cost depreciation exceptional items and tax 52581.87 27878.82 64274.84 31399.86
Less: Finance costs 2792.08 4541.02 5462.20 7606.71
Profit before depreciation exceptional items and tax 49789.79 23337.80 58812.64 23793.15
Less: Depreciation and amortisation expenses 5463.69 5469.26 9100.87 9233.64
Profit / (Loss) before share of profit/(loss) of joint ventures & associates exceptional items & tax 44326.10 17868.54 49711.77 14559.51
Share of profit / (loss) of Joint Ventures & Associates - - 649.16 327.34
Profit / (Loss) before exceptional items & tax 44326.10 17868.54 50360.93 14886.85
Add/(Less): Exceptional Items (235.45) 741.30 (134.06) (1043.16)
Profit before tax 44090.65 18609.84 50226.87 13843.69
Less: Tax Expense 11079.47 1531.87 8477.55 5653.90
(A) Profit/(Loss) after tax 33011.18 17077.97 41749.32 8189.79
Total Profit / (Loss) for the period attributable to:
Owners of the Company - - 40153.93 7490.22
Non controlling interests - - 1595.39 699.57
(B) Total other comprehensive income 694.90 411.41 1305.42 (7211.01)
(C) Total comprehensive income for the period [ A + B ] 33706.08 17489.38 43054.74 978.78
Retained Earnings: Balance brought forward from the previous year 46480.00 30803.97 16476.70 18127.82
Add: Profit for the period 33011.18 17077.97 40153.93 7490.22
Less: Distribution on Hybrid perpetual securities 1.46 242.34 1.46 242.34
Add: Tax effect on distribution of Hybrid perpetual securities 0.37 60.99 0.37 60.99
Add: Other Comprehensive Income recognised in Retained Earnings 5.67 64.01 366.39 (7627.26)
Add/(Less): Change in Capital Structure and other movements within equity 9.99 (138.68) 1656.02 (187.98)
Balance 79505.75 47625.92 58651.95 17621.45
Which the Directors have apportioned as under to:-
(i) Dividend on Ordinary Shares 3007.08 1145.92 3004.16 1144.75
Total Appropriations 3007.08 1145.92 3004.16 1144.75
Retained Earnings: Balance to be carried forward 76498.67 46480.00 55647.79 16476.70

Notes:

i. The Board of Directors of the Company at its meeting held on April25 2019 had approved the Composite Scheme of Amalgamation of Bamnipal Steel Limited andTata Steel BSL Limited (formerly known as Bhushan Steel Limited) into and with the Company('Scheme of Amalgamation'). The Hon'ble National Company Law Tribunal Mumbai Bench hadpronounced the Order on October 29 2021 approving the aforesaid Scheme of Amalgamation.

The Company in its standalone financial statements had accounted forthe amalgamation using the pooling of interest method retrospectively for all periodspresented as prescribed in Ind AS 103 - "Business Combinations". The figures forthe previous periods in the standalone financial statements have been accordingly restatedfrom April 1 2020. The consolidated financial results include the impact of the Scheme ofAmalgamation on accounting adjustments in accordance with the applicable Ind ASprovisions. Consequent to the amalgamation Bamnipal Steel (including Tata Steel BSL) isno longer presented as a separate segment and its steel business is included in Tata SteelIndia segment with previous periods restated accordingly.

ii. Consequent to the re-classification of South East Asian Operationsfrom "Held for Sale" during the quarter ended March 31 2021 results from"Continuing Operations" for the previous periods wherever applicable have beenre-stated to include these businesses which were earlier presented as "DiscontinuedOperations". During the year under review the Company sold its stake in itsSingapore operations of NatSteel Holdings Pte. Ltd. ('NSH'). The wires business ofNatSteel in Thailand (Siam Industrial Wires) has been retained by Tata Steel as part ofthe downstream wires portfolio.

iii. Figures for the previous periods have been regrouped andreclassified to conform to the classification of the current period where necessary.

iv. The exceptional items (Consolidated Accounts) in Financial Year2021-22 primarily represents:

a. Restructuring and other provisions which includes charge onEmployees Family Protection Scheme for COVID-19 amounting to Rs.215 crore at Tata SteelLimited (Standalone) Tata Steel Downstream Products Limited and at Tata Steel Utilitiesand Infrastructure Services Limited.

b. Impairment charges (net of reversal) Rs.172 crore in respect ofproperty plant and equipment (including capital work-in- progress) right-of-use assetsand other assets primarily at Tata Steel Europe ('TSE') and Tata Steel Thailand.

c. Provision for Employee Separation Scheme ('ESS') amounting to Rs.331crore includes provisions made primarily under Sunehere Bhavishya Ki Yojana ('SBKY')scheme amounting to Rs.208 crore and Second Innings Scheme amounting to Rs.123 crore atTata Steel Limited (Standalone).

d. Impairment of Inter Corporate Deposits given to an Associate of theCompany amounting to Rs.100 crore at Tata Steel Limited (Standalone).

e. Expenses incurred on stamp duty and registration fees for a portionof land parcels and mines acquired as part of business combination amounting to Rs.27crore at Tata Steel Long Products Limited.

f. Redundancy provisions at TSE amounting to Rs.14 crore.

g. Impairment on outstanding deferred consideration at TSE Rs.81 crore.

Partly offset by

a. Profit on sale of subsidiaries and non-current investments inNatSteel Holdings Pte. Ltd. amounting to Rs.725 crore.

b. Reversal of fair valuation loss previously taken on investment indebentures of a joint venture of the Company amounting to Rs.50 crore at Tata SteelLimited (Standalone).

c. Gain on sale of land amounting to Rs.31 crore at Tata MetaliksLimited.

The exceptional items (Consolidated Accounts) in Financial Year 2020-21primarily include:

a. Impairment charges (net of reversal) of Rs.1954 crore in respect ofproperty plant and equipment (including capital work-in- progress) right-of-use assetsand other assets primarily at Tata Steel Europe ('TSE') mining operations carried out inCanada South-East Asian Operations offset by reversal at Tata Steel Special EconomicZone Limited.

b. Loss from liquidation of subsidiaries amounting to Rs.10 crore atTSE.

c. Net Provision for Employee Separation Scheme ('ESS') amounting toRs.444 crore includes provisions primarily made under Special Scheme at Company's JhariaCollieries amounting to Rs.467 crore offset by credit for ESS under Sunehere Bhavishya KiYojana ('SBKY') scheme amounting to Rs.23 crore at Tata Steel Limited (Standalone).

d. Fair valuation loss on investment in debentures of a joint venturecompany amounting to Rs.50 crore at Tata Steel Limited (Standalone).

Partly offset by

a. Restructuring and write-back of provisions which primarily includeswrite-back of provisions at TSE Rs.88 crore.

b. Reversal of fair value loss amounting to Rs.1230 crore onreclassification of South-East Asian businesses earlier recognised as "held forsale".

c. Reversal of impairment of investments provided earlier in one of theAssociate company of Tata Steel amounting to Rs.70 crore.

d. Profit on sale of subsidiaries includes profit of Rs.26 crore onrealisation of deferred consideration at TSE.

1. Dividend Distribution Policy

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

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

2. Dividend

For the Financial Year 2021-22 the Board has recommended a dividend ofRs.51/- per fully paid-up Ordinary (equity) Share (previous year: Rs.25/- per fullypaid-up Ordinary (equity) Share) and in respect of the outstanding partly paid-up Ordinary(equity) Shares of the Company on which call money remains unpaid as on the date of bookclosure for the dividend payment the dividend will be paid in proportion to the amountpaid-up on such shares i.e. Rs.12.75 per partly paid-up Ordinary (equity) Share of Rs.10/-each (paid-up Rs.2.504 per share) [previous year: Rs.6.25 per partly paid-up Ordinary(equity) Share].

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

The dividend on Ordinary Shares (fully paid-up as well as partlypaid-up) is subject to the approval of the Shareholders at the Annual General Meeting('AGM') scheduled to be held on Tuesday June 28 2022 and will be paid on and fromSaturday July 2 2022.

Based on the Ordinary Shares (fully paid-up as well as partly paid-up)as on the date of this report the dividend if approved would result in a cash outflow of~Rs.6233.11 crore. The dividend on Ordinary Shares (fully paid-up as well as partlypaid-up) is 510% of the paid-up value of each share. The total dividend pay-out works outto 19% (previous year: 18%) of the net profit (on Standalone basis).

Pursuant to the Finance Act 2020 dividend income is taxable in thehands of the shareholders effective April 12020 and the Company is required to deduct taxat source from dividend paid to the Members at prescribed rates as per the Income Tax Act1961.

The Register of Members and Share Transfer Books of the Company willremain closed from Friday June 17 2022 to Tuesday June 28 2022 (both days inclusive)for the purpose of payment of the dividend and AGM for the financial year ended March 312022.

3. Transfer to Reserves

The Board of Directors has decided to retain the entire amount ofprofit for FY 2021-22 appearing in the statement of profit and loss.

4. Capex and Liquidity

During the year under review the Company on a consolidated basisspent Rs.10522 crore on capital projects across India and Europe largely towards ongoinggrowth projects in India essential sustenance and replacement schemes.

The Company's liquidity position on a consolidated basis is Rs.37470crore as on March 31 2022 comprising Rs.24513 crore in cash and cash equivalent andbalance in undrawn credit lines.

5. Management Discussion and Analysis

The Management Discussion and Analysis as required in terms of the SEBIListing Regulations is annexed to this Report (Annexure 1).

B. Integrated Report

In keeping with the Company's valued tradition of "thinking aboutsociety and not just the business" in 2016 we transitioned from compliance basedreporting to governance based reporting by adopting the <IR> framework developed bythe International Integrated Reporting Council (now known as Value Reporting Foundation).

Our 7th Integrated Report highlights the measures taken bythe Company that contributes to long-term sustainability and value creation whileembracing different skills continuous innovation sustainable growth and a better qualityof life.

C. Operations and Performance

1. Impact of COVID-19 on the economy and Company's initiatives inaddressing the challenges of the pandemic

The COVID-19 pandemic has led to the unprecedented health crisis andhas disrupted economic activities and global trade while weighing on consumer sentiments.During the year under review the nation experienced high severity and mortality ofcitizens brought by the second wave of the ongoing COVID-19 pandemic. With intermittentnationwide lockdowns and disruption in regular economic activities there was pricevolatility of raw materials and sluggish market demand during first half of the year underreview. However the Company dealt with the pandemic by continuing to focus on operationalexcellence marketing strategies and keeping its employees and community at the core ofit.

The health and safety of employees and the communities in which theCompany operates continue to be the foremost priority of the Company. To mitigate therisks and challenges faced by the Company during the pandemic the Company enhanced safetyand hygiene norms at offices implemented work from home staggered shift timings forsafety of employees and leveraged digital platforms for its day-to-day operations. TheCompany in collaboration with state governments and hospitals contributed immenselytowards maintaining dedicated covid-care units providing of liquid oxygen &maintaining oxygen processing plants and undertaking vaccination drives. Further theCompany's three pronged communication strategy - awareness engagement and reinforcementhelped spreading awareness amongst various communities.

During the challenging times the Company maintained its liquidityposition by minimizing cash outflows and maintaining a judicious mix of fundinginstruments to fulfil its operational requirements.

Further details on various initiatives taken by Tata Steel inaddressing the challenges posed by COVID-19 pandemic forms part of the ManagementDiscussion and Analysis forming part of this Report.

2. Tata Steel (Consolidated)

During the year under review the Tata Steel Group ('TSG') recordedtotal consolidated crude steel production of 31.03 MnT (previous year: 28.54 MnT) anincrease by 9% primarily due to better steel demand. TSG recorded total consolidateddeliveries of 29.52 MnT (previous year: 28.50 MnT) an increase by 4% due to higherexports and higher domestic demand primarily during second half of the year under review.

The turnover of TSG was Rs.243959 crore during the financial year2021-22 (previous year: Rs.156477 crore) an increase by 56% primarily contributed byhigher steel realisations across geographies along with increase in deliveries. Furtherthe EBITDA of TSG was Rs.63830 crore [(>2x) of previous year] during the financialyear 2021-22 significantly higher as compared to Rs.30892 crore in the previous yearowing to higher revenues partly offset by increase in input cost.

During the year under review TSG reported a consolidated profit aftertax of Rs.41749 crore which is almost five times higher than the profit after tax ofRs.8190 crore in the previous year. The increase was mainly due to improvement in EBITDAlower net finance charges due to pre-payments and lower exceptional charge partly offsetby higher tax charge in India due to higher profits.

3. Tata Steel (India Operations)

During the year under review total deliveries at Tata Steel Limited(Standalone) were at 17.62 MnT (previous year: 16.66 MnT). Turnover was Rs.129021 crore(previous year: Rs.84133 crore) an increase of ~53% than that of the previous year.EBITDA from Tata Steel Limited (Standalone) was Rs.51456 crore (previous year: Rs.27340crore) 88% higher than that of the previous year. During the year under review the crudesteel production in Tata Steel Limited increased by 13% to 18.38 MnT as the previous yearwas impacted due to COVID-19 pandemic.

Total deliveries of Tata Steel from its Indian operations (includingTata Steel Long Products Limited) stood at 18.27 MnT which is higher than the previousyear by 6%. The turnover was Rs.135823 crore an increase by ~53% than previous year andEBITDA (excluding inter-company eliminations and adjustments) was Rs.52745 crore 85%increase than previous year both owing to sharp increase in steel realisations and highersteel deliveries which was partly offset by higher operating cost due to increase inimported coal prices and higher iron ore prices.

4. Tata Steel (Europe Operations)

During the year under review liquid steel production from Europeoperations was 10.11 MnT (previous year: 9.55 MnT) an increase of 6%. Deliveries fromEurope operations increased by ~2% to 9.02 MnT primarily due to increased demand. Turnoverfrom operations was Rs.90023 crore (previous year: Rs.56051 crore) significantly higherdue to increase in average revenue per tonne due to continued increase in selling priceand higher deliveries in view of market demand.

Despite the headwinds from COVID-19 there was significant improvementin EBITDA which stood at Rs.12164 crore primarily on account of higher prices which waspartly offset by the increase in raw material prices increase in maintenance spendenergy prices and employee cost.

D. Key Developments

1. Amalgamation

Amalgamation of Bamnipal Steel Limited and Tata Steel BSL Limited intoand with Tata Steel Limited

The Board of Directors of the Company at its meeting held on April 252019 approved the amalgamation of Bamnipal Steel Limited and Tata Steel BSL Limited('TSBSL') into and with the Company by way of a composite scheme of amalgamation('Scheme'). The Scheme was approved by the shareholders of the Company by requisitemajority at their meeting held on March 26 2021. On receipt of the approval of theshareholders the Company filed the 'Company Scheme Petition' with the Hon'ble NationalCompany Law Tribunal ('NCLT') Mumbai Bench with the prayer to sanction the Scheme. Afterseveral hearings on October 29 2021 the NCLT pronounced the Order sanctioning theabove-mentioned Scheme (the Appointed Date being April 1 2019). On November 11 2021 theparties to the Scheme made necessary filings with the statutory authorities andaccordingly the Scheme became effective from November 11 2021.

As per the terms of the Scheme the Board of Directors of the Companyat its meeting held on November 11 2021 approved the issuance of one fully paid-upEquity Share of Tata Steel Limited of face value Rs.10/- each for every fifteen EquityShares of TSBSL of face value Rs.2/- each upto 19934052 equity shares to eligibleshareholders of TSBSL as on the Record Date i.e. November 16 2021. Further cross-holdingof equity shares and/or preference shares amongst the parties to the Scheme inter-sestood cancelled. On November 23 2021 the Board of Directors of the Company approved theallotment of 18223805 fully paid-up Equity Shares to the eligible shareholders ofTSBSL. As on date Bamnipal Steel Limited and TSBSL stands amalgamated into and with TataSteel Limited.

2. Acquisitions Investments and Portfolio Restructuring Acquisition ofNeelachal Ispat Nigam Limited

On January 312022 Tata Steel Long Products Limited ('TSLP') a listedsubsidiary of the Company was announced as the winner of the bidding process to acquire93.71% stake in the 1 MnTPA Neelachal Ispat Nigam Limited ('NINL') in accordance with theprocess run by Department of Investment and Public Asset Management Government of India.NINL is a strategic acquisition for Tata Steel due to its close proximity to KalinganagarSteel Plant its steel making capacity its 2500 acres of land for future growth and ironore reserves of around 100 MnT. This will help Tata Steel to boost its long productsbusiness.

On March 10 2022 the Company and TSLP executed a Share Sale andPurchase Agreement with NINL and its principle shareholders for acquisition of the saidstake for an aggregate consideration of Rs.12100 crore which reflects the enterprisevalue (including all recorded liabilities) as part of the said acquisition.

Investment in Tata Steel Long Products Limited

On March 17 2022 Tata Steel acquired 100000000 - 0.01%Non-Convertible Redeemable Preference Shares of face value Rs.100/- each ('NCRPS') of TataSteel Long Products Limited ('TSLP') aggregating to Rs.1000 crore. On March 30 2022Tata Steel further acquired 1170000000 NCRPS of TSLP aggregating to Rs.11700 crore.Through these fundings Tata Steel assisted TSLP in funding growth plans includingacquisition of NINL.

The Company's equity shareholding in TSLP remains at 74.91%.

Acquisition of Rohit Ferro-Tech Limited

The Company was exploring opportunities to meet its production targetfor ferro alloys and considering the strategic attractiveness competitive intensity andexpected synergy benefits identified Rohit Ferro-Tech Limited ('RFT') as a target companyto be acquired through Tata Steel Mining Limited ('TSML') wholly-owned subsidiary of TataSteel under the Corporate Insolvency Resolution Process ('CIRP') of the Insolvency andBankruptcy Code 2016 ('Code').

On June 5 2021 the Committee of Creditors in terms of the CIRP ofthe Code declared TSML as the successful resolution applicant for the acquisition of RFTsubject to necessary regulatory approvals including approval from the NCLT Kolkata Bench.On April 7 2022 the NCLT pronounced the Order approving the Resolution Plan submitted byTSML for acquisition of RFT. As per the Resolution Plan TSML acquired 90% equity stake inRFT for ~Rs.617 crore.

On April 11 2022 in terms of the Resolution Plan the Company(through TSML) completed the acquisition of 90% stake in RFT and the remaining 10% stakewas acquired by the assenting financial creditors of RFT towards conversion of a portionof their loans. For the purpose of this acquisition the Company as one of the fundingmodes infused Rs.625 crore into TSML by acquiring 326370757 equity shares of TSML offace value Rs.10/- each for a premium of Rs.9.15 per share.

Acquisition of Preference Shares of Angul Sukinda Railway Limited

On December 15 2021 the Company executed a long-term agreement withAngul Sukinda Railway Limited ('ASRL') for the construction operation and maintenance ofan alternate railway line ('Additional Rail Line'). The agreement has been entered intofor a period of 20 years to meet the logistic requirements of the Company's KalinganagarSteel Plant. The entire expenditure for construction of the Additional Rail Line of Rs.400crore will be funded by the Company in a phased manner by subscribing to 400000000Non-Convertible Non-Cumulative Redeemable Preference Shares of face value Rs.10/- eachof ASRL.

Increase in stake in Medica TS Hospital Private Limited

On January 7 2022 the Company's equity stake in Medica TS HospitalPrivate Limited ('MTSHPL') a joint venture of Tata Steel increased from 26% to 51% dueto conversion of 5102 Optionally Convertible Debentures ('OCDs') of Rs.1000 each into510200 Equity Shares of Rs.10/- each of MTSHPL. Further 492298 OCDs of Rs.1000 eachwere also converted into 0.1% of Optionally Convertible Redeemable Preference Shares ofRs.10/- each of MTSHPL. Accordingly during the year under review MTSHPL became asubsidiary of the Company from being a joint venture of the Company.

Acquisition of stake in Ceramat Private Limited

The Company has identified Advanced Ceramics as one of the newmaterials for strategic growth. The Company was exploring opportunities to set up aworld-class facility to produce medical materials and identified Ceramat Private Limitedas a special purpose vehicle for this purpose.

On February 28 2022 Tata Steel Limited through Tata Steel AdvancedMaterials Limited wholly owned subsidiary of the Company executed a Share Purchase cumShareholders' Agreement for acquisition of 90% equity stake in Ceramat Private Limited.The said acquisition was completed on March 16 2022 for a cash consideration ofRs.90000.

Acquisition of itemized assets from Stork Ferro and Mineral IndustriesPrivate Limited

On March 30 2022 the Company executed an Asset Transfer Agreementwith Stork Ferro and Mineral Industries Private Limited for acquisition of itemized assetsto produce ferro alloys for a cash consideration of Rs.155 crore (excluding applicabletaxes).

Acquisition of entire stake held by Steel Authority of India Limited inS & T Mining Company Limited

On April 5 2022 the Company had executed a Share Purchase Agreementwith the Steel Authority of India Limited ('SAIL') for acquisition of the entire equitystake of SAIL (50%) held in S&T Mining Company Limited ('S&T Mining'). On April11 2022 the said acquisition was completed and S&T Mining ceased to be joint ventureof the Company and became its wholly-owned subsidiary.

Portfolio restructuring of Tata Steel Group Companies

The Company had previously announced that it is embarking on acomprehensive strategic organization level restructuring and consolidation of itsdiversified business portfolio of its group companies ('Tata Steel Group Companies orTSGCs').

The strategic objective is to group the TSGCs under 4 distinct clustersviz. (a) Long Products (b) Downstream (c) Mining and (d) Utilities and InfrastructureServices each controlled through a subsidiary company of the Company which will beresponsible for nurturing and scaling the business of its respective cluster to become aleading strategic player in the industry.

In line with the above objective the Company during the year underreview transferred its entire shareholdings in (a) Tata Steel Special Economic ZoneLimited (b) Adityapur Toll Bridge Company Limited (c) Himalaya Steel Mill ServicesPrivate Limited (d) Tata Pigments Ltd. (e) Jamipol Limited (f) Nicco Jubilee Park Limitedto Tata Steel Utilities and Infrastructure Services Limited (Company's wholly-ownedsubsidiary) and entire shareholding in Tata Steel Advanced Materials Limited (formerlyTata Steel Odisha Limited) to Tata Steel Downstream Products Limited (Company'swholly-owned subsidiary).

3. Divestments

Sale of shares in NatSteel Holdings Pte. Ltd.

On September 30 2021 T S Global Holdings Pte. Ltd. ('TSGH') anindirect wholly owned subsidiary of Tata Steel Limited set up in South-East Asiaexecuted definitive agreements with Toptip Holding Pte Ltd. to divest its entire stakeheld in NatSteel Holdings Pte. Ltd. for an equity value of US$ 172 million (Rs.1275crore). However the wires business of NatSteel in Thailand (Siam Industrial Wires) willcontinue to be in operations under TSGH as part of downstream wires portfolio.

4. Financing and Debt Redemption

First and Final Call on Partly Paid-up Equity Shares

On February 9 2021 the Board of Directors of the Company approved themaking of the first and final call of Rs.461/- (comprising Rs.7.496 towards face value andRs.453.504 towards securities premium) per partly paid-up equity share ('First and FinalCall') on 77636788 outstanding partly paid-up equity shares of face value Rs.10/- eachissued by the Company on a Rights basis pursuant to the Letter of Offer dated January22 2018.

Pursuant to the First and Final Call the Stakeholders' RelationshipCommittee ('SRC') duly authorised by the Board on March 24 2021 approved the conversionof 70249241 partly paid-up equity shares of face value Rs.10/- each into fully paid-upequity shares of face value Rs.10/- each against which the first and final call money ofRs.461/- (comprising Rs.7.496 towards face value and Rs.453.504 towards securitiespremium) per share was received.

During the year under review the SRC approved the conversion of7164259 partly paid-up equity shares of face value Rs.10/- each into fully paid-upequity shares of face value Rs.10/- each against which the First and Final Call money ofRs.461/- per share was received. The converted shares rank pari passu with theexisting fully paid-up equity shares of the Company.

As on March 31 2022 the Company has 223288 partly paid-up equityshares on which the first and final call money remains unpaid.

Debenture Redemptions

On May 11 2021 the Company exercised its Call Option to redeem 11.50%Perpetual Hybrid Securities of the Company aggregating to Rs.775 crore as per their termsof issue. On April 22 2022 the Company redeemed its 2% Non-Convertible Debenturesaggregating to Rs.1500 crore as on the due date.

Credit rating

During the year under review international rating agency S&PGlobal Ratings upgraded Tata Steel's Corporate Family Rating by four notches to 'BBB-'Outlook: Stable from 'B+' Outlook: Stable. With the upgrade Tata Steel has become aninvestment- grade rated entity in the international markets. Further Moody's alsoupgraded the rating by one notch to 'Ba1' Outlook: Stable from 'Ba2' Outlook: Stable dueto its better-than-anticipated operational performance and reduction in gross debt duringFY 2021-22.

Domestic rating agencies upgraded Tata Steel's Ratings by one notch:India Ratings upgraded Tata Steel's long-term credit rating by one notch to 'AA+' Outlook:Stable from 'AA' Outlook: Stable. CARE Ratings upgraded Tata Steel's long-term creditrating by one notch to 'AA+' Outlook: Stable from 'AA' Outlook: Negative'. BrickworkRatings also upgraded Tata Steel's long-term credit rating to 'AA+' Outlook: Stable from'AA' Outlook: Stable.

Sub-division of Ordinary Shares of the Company

On May 3 2022 the Board of Directors of the Company in order toenhance the liquidity in the capital market to widen shareholder base and to make theshares more affordable to small investors considered and approved the proposal forsub-division of 1 (one) equity share of the Company having face value of Rs.10/- each into10 (Ten) equity shares of the Company having face value of Rs.1/- each subject to theapproval of the Shareholders of the Company and other necessary approvals.

Further there will be consequential amendments in the Capital Clauseof the Memorandum of Association of the Company and Articles of Association of theCompany subject to approval of the Shareholders of the Company at the ensuing AGMscheduled to be held on June 28 2022.

Details on the proposal forms part of the AGM Notice forming part ofthis Integrated Report & Annual Accounts 2021-22.

5. Operations

Commissioning of first Steel Recyclying Plant in Rohtak Haryana

On August 18 2021 the Company commissioned its new 0.5 MnTPA SteelRecycling Plant at Rohtak Haryana in collaboration with Aarti Green Tech Limited on'Build-Own-Operate' basis. It is the first such facility in the country and is equippedwith modern and mechanized equipment such as Shredder Baler Material Handler amongstothers. The scrap would be procured from various market segments such as end-of-lifevehicles obsolete households construction & demolition industrial etc. andprocessed through mechanised equipment and the high-quality processed scrap would besupplied for downstream steel making. Steel produced through this recycled route will leadto lower carbon emissions resource consumption and energy utilisation.

E. Sustainability

Tata Steel's philosophy of steel production is deep rooted on theprinciples of zero harm resource efficiency circular economy minimising ecologicalfootprint and care for community & workforce. The Company has adopted the UnitedNations Sustainable Development Goals ('UN SDGs') and linked it with its long-termstrategy and has revised its sustainability targets. Aspirations of taking the Company'scarbon emissions to <1.8 tCO2/tcs mitigating dependence on fresh water bylowering specific freshwater consumption to <1.5 m3/tcs no harm tobiodiversity and inclusion of critical supply chain partners for Company's ESG riskassessment and mitigation are significant facets of this strategy. In Europe the Companyhas embraced a target to achieve carbon neutrality of its steel making operations by 2050.

The Company takes it as its inherent responsibility to protect therights of its stakeholders. During the year under review the Company has adopted theBusiness and Human Rights Policy and institutionalised a governance structure towards itsdeployment. The Policy is in consonance with the Universal Declaration of Human Rightsthe UN Principles on Business and Human Rights and the International Labour OrganizationConvention and Indian laws.

Tata Steel had identified supply chain sustainability as a key materialissue and in order to take this forward the Company had in February 2020 adopted theTata Steel Responsible Supply Chain Policy. During the year under review the Company tookinitiatives in deployment of the Policy through various communication channels includinga framework for shared growth between its suppliers and distributors for sustainablesupply chain.

The Company continues to be committed to serve its customers through aportfolio of eco-friendly products and disclosure of the environmental impact of itsproducts by using Life Cycle Assessment ('LCA') methodology. To accelerate its efforts inbecoming a leader in product sustainability Tata Steel strives to use LCA tooleffectively in its products. During the year under review the Company has undertaken LCAstudies based on worldsteel LCA methodology guided by ISO 14040 and ISO 14044. The Companyhas completed the LCA study for products manufactured at its plants at Meramandali(Odisha) CRM Bara in Jamshedpur (Jharkhand) and the plant site of its subsidiary TataSteel Long Products Limited situated at Gamharia (Jharkhand). The Company has also carriedout LCA study for structural tubes and hollow section products manufactured at Tata SteelTubes division Jamshedpur (Jharkhand) and other production units across India. TheCompany has also carried out LCA study for its Fibre Reinforced Polymer ('FRP') product tounderstand its environmental impact. During the year under review Tata Tiscon becameIndia's first GreenPro certified TMT rebar brand. In alignment to the Company'ssustainability strategy it aspires to obtain eco-labels (GreenPro and Environment ProductDeclaration) for its key products and proactively react to its customers who seek productrelated sustainability information. In Europe the Company has published EnvironmentalProduct Declarations with entire product range of the European operations certified withBES 6001 sustainable sourcing standard.

Further towards sustainability Tata Steel is supporting Task Force onNature Related Disclosures in developing a risk management and disclosure framework tofactor nature- related risks and opportunities while making financial and businessdecisions.

The Company continues to integrate Biodiversity within its businessecosystem. Towards this the Company has aligned its actions with the National andInternational Biodiversity Targets and the Sustainable Development Goals. To augmentCompany's efforts in Biodiversity conservation Tata Steel has constituted Centre ofExcellence for Biodiversity Management to strategically formulate and implementBiodiversity Management Plans ('BMPs') across locations. As on March 31 2022 the Companyhas implemented BMPs across 13 locations in India.

1. Environment

Being a responsible corporate citizen Tata Steel continues to strivefor environmental sustainability across operations. Towards this the Company has takennecessary initiatives for environmental protection and addressing environmental concernsassociated with its operations and supply chain. The Safety Health & EnvironmentCommittee of the Board provides oversight and necessary guidance on safety health andenvironmental matters. The Company has dedicated Environment Management teams at all itsoperating locations globally. The Company endeavours to practice responsible advocacy onregulatory issues and actively participates in various national and internationalorganisations on diverse issues.

Guided by our Code of Conduct and internal corporate policies TataSteel endeavours to set steel industry benchmark in environmental performance. With theStrategic objective of "Leadership in Sustainability" Tata Steel has achievedsignificant reduction in its environment footprint over the years through its commitmentof being a responsible stakeholder in the community. Towards this the Company has takenseveral initiatives in areas of resource conservation pollution control and sustainablepractices for waste management amongst others. Tata Steel has adopted environmentfriendly processes best available technologies real-time monitoring systems and ITenabled dashboards to facilitate environmental responsiveness. Tata Steel maintainstransparency in its environmental performance through various disclosures and reportingmade to stakeholders from time to time. The Company has digitized the systems of real-timemonitoring of environmental parameters to faster identify probable environmental impactsof its operations in order to undertake mitigating actions to control environmentalpollution. During the year under review these digital monitoring practices have beenrecognised as "synergized" in the DATOM assessment forming part of theestablished digital ecosystem across enterprise and its value chain. During the year underreview Tata Steel has taken initiatives to retain its Indian benchmark position in CO2intensity specific stack dust emissions and specific water consumption. The Company'snewly commissioned UV based Cyanide treatment plant at Coke Oven#2 at Angul Works gotrecognition by Tata Innovista Awards 2021.

2. Climate Change

Climate change is one of the most pressing issue the world faces todayand the Company recognises its obligation to work towards mitigation of climate changerelated risks and strives to reduce its carbon footprint across all geographies. TheCompany is committed to being aligned with India's Nationally Determined Contribution('NDC') and the European Union's commitment on climate change. In India the Company hassuccessfully reduced its carbon footprint in past sixteen years by improving resourceefficiency and technology and strives to attain carbon emission intensity of <1.8 tCO2/tcsby 2030. To be aligned to its carbon emission target Tata Steel is taking a range ofefforts across the organisation for Greenhouse Gas Emission reduction activities thatinclude increasing efficiency of operations use of recycled clean scraps Carbon Captureand Utilization ('CCU') and hydrogen-based steelmaking.

The Company is signatory to the Task Force on Climate-related FinancialDisclosures ('TCFD') for climate change and has identified transition risks andopportunities. Specific mitigation and contingency plans for each of the identified riskshave been integrated within the Company's long-term strategy. To move closer towards lowercarbon pathway the Company is working towards installing natural gas based DRI kiln andbe future-ready in use of hydrogen by replacing natural gas. The Company continues to worktowards integrating hydrogen gas in iron making processes as a non-fossil fuel andreductant. During the year under review the Company has successfully tried injection ofCoal Bed Methane (type of natural gas) in one of its Blast Furnaces to reduce carbonintensity by replacing metallurgical coke.

In India the Company in collaboration with various startups academiaand other organizations of repute is working towards developing various projects withprimary focus on decarbonization. During the year under review the Company commissionedthe CCU pilot plant at Jamshedpur Works the first of its kind in India that extracts CO2directly from the Blast Furnace gas. The Company aspires to emerge as a business leaderacross the hydrogen and CCU value chain.

Tata Steel is also working towards minimising emission standards. Withthe advent of electrification of vehicles and renewable energy system the Company istaking efforts to increase the use of renewable energy along with inclusion of high rangeelectric mobility system. During the year under review Tata Steel became the first steelproducer in India in transporting steel products in Electronic Vehicles with a minimumcarrying capacity of 35 tonnes of steel.

Tata Steel is collaborating with wide range of organisations indeveloping the ecosystem to mitigate climate change transition risk. The Company is alsoworking on the assessment of the physical risks present at plant sites of operation anddeveloping adaption strategies for the same.

3. Health and Safety

Health and Safety Management remains the Company's foremost priorityand we are committed to achieve 'Zero Harm'. In pursuit of this objective the Companycontinues to work on six strategies viz. build safety leadership capability at all levelsto achieve zero harm achieve zero harm to contract employees by strengthening deploymentof contractor safety management standard improve competency and capability for hazardidentification & risk management improve road & rail safety across the Companyexcellence in process safety management and establish industrial hygiene and improveoccupational health.

During the year under review the Company undertook proactive measuresto minimize the impact of the COVID-19 pandemic on the Company's workforce through agiledecision making and timely and effective deployment of several policies and measures forthe benefit of the employees. A novel initiative the 'POD concept' which involvesself-sufficient groups of people having self-contained set of skills to do an intendedjob was formed. It was deployed at manufacturing and raw material locations as well as atprofit centres to tackle the spread of COVID-19 within the Company premises. During theyear under review the Company's efforts for ensuring safety and business continuityduring the pandemic period was recognized by the World Steel Association.

The Company took several initiatives to improve the health and safetystandards of its employees including rolling out a Reward and Recognition Policy forIndian operations to encourage positive safety behavior among employees. Further to boostemployee morale during the pandemic situation the Company organized the 'SHE ExcellenceAward' recognizing and rewarding employees/departments for their remarkable contributiontowards maintaining 'safety health and sustainability' within the Company.

The Company took initiative to enhance the competency of the workforceand provided safety training at the Safety Leadership Development Centre formed by theCompany. The Company took several efforts in training the majority workforce in simplifiedsafety standards through e-modules which helped the Company to strengthen safetycompetency.

Contractor's safety has always been a priority for the Company. Duringthe year under review the Company introduced 'Ghar Se Ghar Tak' programme for thecontractor workers along with their families to improve discipline and behavior amongstthemselves. Contractor Safety Management System ('CSMS') has been deployed in allstockyards and Steel Processing Centres of Tata Steel as well as across Tata Steel GroupCompanies.

Further the initiative to roll out Process Safety through 'Centre ofExcellence' ('CoE') methodology gained momentum enhancing the process safety competencyfor employees. Currently the process safety through CoE has been rolled out to 43departments across locations as well as amongst Tata Steel Group Companies. The Companyhas rolled out an integrated Asset Management Framework across India operations afterconsidering a similar framework existing in Europe.

The Company has set up 'Tactical Centre' for business continuitymanagement during emergencies at Tata Steel Jamshedpur. This centre will be responsiblefor triggering control measures through digital information feed from various stakeholdersand similar facilities are being established at Tata Steel Kalinganagar and Tata SteelMeramandali. To provide a holistic approach towards the adoption of digital and technologyin maintaining safety within the organization the Company has formed an internal ApexDigital & Technology Safety Sub-Committee to focus on maximizing the leverage ofcurrent digital initiatives and designing new initiatives to bolster our key strategies.

Towards Occupational Health the Company has implemented acomprehensive Industrial Hygiene program which includes identification of occupationalhealth hazards risk analysis and assessment of actual exposure through hazardquantification. It also focusses on implementation of hazard control measures to maintainminimum exposure level and to reduce occupational health related risks. During the yearunder review more than 500 awareness sessions on 'Health & Well-being' have beenorganized across Tata Steel India for the employees and contract employees. These sessionshave helped in reduction of high-risk cases of lifestyle diseases by 57%.

Fatality of people working at Tata Steel premises has been the topmostsafety concern for the Company. It is with deep regret that the Company reports 3fatalities during the year under review. The Company launched hazard specific Safetycampaigns viz. 'Slip/Trip/Fall' 'Hands are not Tools' 'Zero Toppling' amongst othersacross locations to address gaps and improve safety awareness. Deployment of varioussafety initiatives helped the Company in achieving 14% reduction in first-aid cases whereas increase in Slip/Trip/Fall related Lost Time Injuries still remain a major concern.

At Tata Steel Europe health and safety continues to be of utmostpriority. In another year dominated by the COVID-19 pandemic the Company responded withpace and with a coordinated agile approach to protect the health and well-being of allemployees and stakeholders. Effective communication and engagement was key to maintainsafe and healthy working environment and to recognize the challenges to employee's healthand well-being. With this backdrop the overall safety performance of the Companyimproved and the Company reported no fatalities in Europe during the year under review.

4. Research and Development

Conservation of the environment and sustainability has always been animportant area for the Company. During the year under review the Research and Development('R&D') team of the Company has focused in areas such as reduction in Green House Gasemissions achieving water neutrality and use of low-grade raw materials. The Companystrives towards reducing its carbon footprint and in alignment to this the Company hassignificantly progressed towards setting up and operating high-end technology driven plantsuch as 5 TPD (tonne per day) CO2 capture plant and Cyanide removal plant basedupon patented UV oxidation process.

The Company has also demonstrated continuous injection of Coal BedMethane in Blast Furnace at Jamshedpur operations in order to reduce use of coal/coke inBlast Furnace which in turn would further reduce CO2 emissions. Hydrogen isseen as another potential solution to decarbonize steel industry and towards this theCompany has initiated several research programs in collaboration with research institutestowards production of hydrogen through sustainable process. Working in line with the themeof efficient usage of raw materials a novel slag modifier has been developed which allowssmooth Blast Furnace operations even with high alumina iron ore material. This process ispatented and has potential to substantially contribute towards the cost saving of theCompany.

Amongst the notable new product development the R&D team of theCompany has developed a novel process of manufacturing a new variant of pearlitic (C80)steel used to modify the microstructure to spheroidised carbides in hot rolled condition.Crash is one of the most important design considerations for automotive engineers. TataSteel has established a facility for studying deformation behaviour of steels at highstrain rates which are usually seen during crash.

Tata Steel R&D team is a pioneer in adding this facility which isso far available only at a few Government Research Centres in India.

Our thrust on innovation is visible as the Company has filed 125 newpatent applications during the year under review which is highest ever number achieved byTata Steel.

In Europe R&D has contributed to the development of various newproducts and has been involved in the development and implementation of new processcontrol models and other process improvements. In the Netherlands the Company hasprogressed in its product developments which includes 27 & 38MnB5 steels (highstrength heat treatable BMn steels used in agricultural applications by theengineering-sector) Serica- FLO (a new Gl-based zinc coating for exposed panels used byautomotive sector) and HR-S355MC with guaranteed toughness at thick gauge (a HSLA gradewith high impact toughness at low temperatures). The Company has also introduced variousprocess improvements which includes implementation of coating weight control onGalvanising Line to visualise the hearth wear in Blast Furnaces and setting up of newdesign of oxygen blow profiles to prevent slopping at convertor processes. FurtherR&D has also been vital in getting many potential new products to reach higher levelof Technology Readiness throughout the year and support the customer interactions on atechnical level. Research & Development continues to help the Company and itscustomers in its drive to become more sustainable and more environment friendly. WithinR&D work continues on Hlsarna project as a novel and more flexible reductiontechnology for iron production.

In the United Kingdom the R&D department supports the businessneeds of new product development process and product improvements and providing customersupport. The Company has identified automotive VAVE/EVI Engineering Performance AnalysesConstruction and Conveyance Solutions as specific competency areas. Amongst new processdevelopment the Company has developed a software for automated release of Hot Rolledproducts the use of Through Process Record set tool and Advanced Analytics Toolbox toinvestigate the long-standing caster laminations problem. The Company has made significantachievement in product differentiation by innovating eco-friendly Microwave curingcoatings on steel. During the year under review the Company has strengthened itscollaboration with various global Universties so as to contribute to research anddevelopment and deliver the much needed technology support to meet business requirements.The Company has also worked with Steel and Metals Institute SaMI at Swansea University onbetter utilisation metrics.

5. New Product Development

During the year under review the Company developed 62 new products inIndia. For superior customer experience the Company has adopted best in classmanufacturing practices invested in product branding and developed its products to bestserve its customers. During the year under review the Company has taken initiatives todevelop high end niche products in Automotive and Industrial Products Projects andExports segment through continuous engagement with customer. On the automotive segmentsome of the significant developments bolstering growth in high end automotive grades inIndia includes development of 22MnB5 used for heat treated long member application S700MC[thin] used for automotive structural application E450 used for axle housing applicationsand JSH 590B having >75% hole expansion ratio. In the API (American PetroleumInstitute) segment noteworthy developement includes successful commercialization of J55for OCTG (Oil Country Tubular Goods) application in export segment. During the year underreview the Company has moved to advance stages of development of X42 and X60 withstringent sour performance guarantee. The Company made significant advancement towardsniche Lifting & Excavation ('L&E') products by developing S700MC first of itskind in India with guaranteed toughness at -40?C primarily used in telescopic boomapplication. This product advancement had led to import substitution and customer delight.

Further to maintain leadership position in rebar segment the Companydeveloped Fe550SD with higher strength and ductility and commercialized it in size rangeof 6mm to 25mm. Also higher sizes of high strength rebars of Fe600HD and Fe550D weredeveloped to cater to niche requirements in various projects in areas of construction andinfrastructure. In order to cater to the new requirements of high strength wire rods forLRPC and spring application new grades such as HC82Cr[LR HT] HC82BCr[SH HT] PC300K weredeveloped. These grades have been developed as first of their kind in India and theyprovide increased drawing speed increase in die life and better mechanical properties inthe final product.

In Europe 13 new products were launched during the year. Theselaunches include major developments for automotive engineering and construction marketsin the Netherlands and construction and energy markets in the United Kingdom. In theNetherlands in the automotive segment the Company improved the product performance ofSerica? range thereby offering premium surface finish for market-leading paint appearancefor automotive outer body applications. Additionally to cater to premium customers theCompany has introduced new offerings of nickle-plated steel for application inrechargeable batteries used in Electric Vehicles. In the construction sector the Companylaunched products which extended the capability of linepipe offerings for offshore Oil& Gas application in the X65/X70 grade range and improved the sustainability of theContiflo? range of precision tubes with an odour free and low environmental impactinternal coating aligned to latest environmental standards. The Company also introducedSinusoidal Roof Panel which is the future-proof solution for asbestos replacement market.In the engineering sector the Company has launched two additional hot-rolled grades -27MnB5 and 38MnB5 to strengthen its heat treatable manganese boron portfolio. In theUnited Kingdom the

Company commercialized the Colorcoat? High Reflect Liner A+ organiccoated steel product thereby catering to customer requirement towards a sustainableinternal coating with A+ VOC which will reduce energy consumption and CO2emission in construction sector. Additionally the API X65/X70 energy tube range producedat Tata Steel's Hartlepool facility was extended to target the large diameter thin wallsegment to cater to the requirements of a niche market.

6. Customer Relationship

The year under review continued to be a challenging year for the globaleconomy with two major waves of COVID-19 pandemic. During such challenging times theCompany stood steadfast with its customers partners and other stakeholders and continuedto work on its effort to strengthen this relationship. The Company's digital initiativesserved as a big game changer during the pandemic and helped the Company to revitalize itsengagement with existing customers and reach new customers in unserved territories andmarkets.

The Company continued its efforts to enhance its relationship withautomotive manufacturers and their large value chain partners. Considering the changingbusiness requirements and to serve the customers better the Company focused towards fastgrowth Light Commercial Vehicle segment technical services offerings such as VehicleTeardown and Benchmarking Services Early Vendor Involvements on upcoming models amongstothers and broadening supply chain capabilities through new processing partners. Furtherthe Company's digital initiatives such as digital VAVE (Value Analysis and ValueEngineering) workshops through e-DRIVE platform supply chain visibility through COMPASSplatform and complaint handling through TSLCares app has enhanced value drivenengagements with customers.

In B2B segment the Company has formed cross functional CustomerService Teams ('CST') with key customer accounts for building and nurturing relationships.VAVE initiatives for L&E segment also helped in customer value creation. Further toenhance service levels to Oil & Gas customers during the pandemic the Companyextended virtual third-party inspection facility through close co-ordination amongstmultiple internal and external stakeholders. The Company has also collaborated with theWorld Steel Association (through ConstructSteel forum) to support them in their effort toimprove steel intensity in construction in India.

The Company continued to nurture the relationship with MSME customersthrough 'Ecafez' an online platform where training workshops events quality focusedwebinars and Micro-segment specific Engagement Programs were conducted. During the yearunder review 180 Ecafez Qualithon engagements were conducted and the 'Ecafez 360' app saw8000+ new influencers. The Company also conducted eight new ECA connects for insightfuldiscussions with over 800 MSMEs / ECAs (Emerging Corporate Accounts) spread across 20microsegments. DigEca a digital solution for ECA business has created real-time segmentvisibility of sales for channel partners and end customers.

Our flagship galvanized retail brands Tata Shaktee and Tata Koshundertook various marketing initiatives to engage with stakeholders and increase brandloyalty among consumers. Tata Sampoorna the channel management platform for Tata Shakteewas launched for improving consumer (R2C) level leads visibility. Tata Shaktee reached outto over 10000 farmers across India via Kisan meets conducted on Kisan Diwas. TheCompany's e-selling platform "Aashiyana" through which we sell multiple B2Cbrands crossed a turnover of Rs.1468 crore as against Rs.726 crore in previous year.Further Tata Kosh doubled its volumes to 125 KT in FY 2021-22 as against 67 KT in FY2020-21 by reaching out to over 35 lakh consumers and over 5000 fabricators.

'Golden Home Consumer' - Tata Tiscon's loyalty and advocacy programmefor Individual House Building segment strengthened its digital platform and the brandtouched 19000+ consumers.

In the Services and Solutions segment the Company has two majorofferings - Tata Pravesh steel doors and windows and Nest-In a smart steel based modularconstruction solution. During the year under review amidst the pandemic Tata Praveshbecame the first brand in doors and fenestration industry to set up Authorized ServiceCentre - SmartCare for its customers to provide them with superior and uniform customerexperience through professionally trained service team supported by augmented ITinfrastructure and best in class industry practices. During the year under review TataPravesh installations grew by ~34% over previous year. Additionally Tata Pravesh expandedits Privileged Dealer network to 350 outlets.

Nest-In has built competency in developing and sustaining long-termvalue-creating partnerships with its customers and channel partners through uniqueinterventions and innovative services across several stages of the customer life cycle.The Company has taken initiatives towards strengthening customer relationships byleveraging digital tools like SFDC for lead management MS Project for time and costcompliance AR-VR (Augmented Reality - Virtual Reality) facility for providing keysolutions to customer amongst others. These initiatives have helped the Company totransfer information seamlessly with customers starting from their order placement tillproduct delivery. Additionally Nest-In has developed capability of executing more than 60projects across locations at any given time which has helped in converting revenues intoprofits and strengthening customer relations.

Further the Company also launched two new brands - Tata FerroBaled?and Tata FerroShred? for the baled & shredded ferrous scrap processed in the newfacility at Rohtak Haryana India. These are high quality processed scrap and theypromise to provide the much-needed raw material fillip to Tata Steel /Indian steelindustry by making available quality processed ferrous scrap and reducing the dependencyon imports.

In Europe the Company partners with customers to help them excel intheir market co-creating more responsible and sustainable value throughout the entirevalue chain. As part of its Transformation Programme the Company has improved itsintegrated initiatives such as the 'Commercial Topline' for driving quality improvementsand has undertaken initiatives to optimise the product mix and identify and captureadditional opportunities in the market. 'Commercial Excellence' improvement has beenacknowledged in the Tata Business Excellence Model assessment. The Company also has avalue chain transformation programme previously known as 'Ops 1 & 2' which focusses onperformance throughout the value chain. European operations are increasing its focus onbusiness development to achieve a balanced portfolio in terms of both products andcustomer setup. The Company maintains its differentiation strategy which aims to increasethe proportion of high margin differentiated products. As part of the strategy theCompany has launched various new products in Europe during the year. These launchesinclude major developments for the engineering automotive packaging and constructionmarkets. Along with products the Company also offers services such as e-Commerce webshopsand coil sales utilising Dutch Auction methodology.

7. 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 valuecreation for all stakeholders. The Company's CSR policy provides guidelines to conduct CSRactivities of the Company. The salient features of the Policy forms part of the AnnualReport on CSR activities annexed to the Board's Report. The CSR policy is available on thewebsite of the Company at https://www.tatasteel.com/media/11804/tata-steel-csr-policy-latest-2019.pdf.

For decades the Company has pioneered various CSR initiatives. TheCompany continues to address societal challenges through societal development programmesand remains focused on improving the quality of life. During the year under review theCompany has impacted the lives of around 2.87 million people from the most vulnerablesections of society including initiating a large-scale national programme in response tothe COVID-19 pandemic. The Company implements its CSR programmes primarily through theTata Steel Foundation which works in close collaboration with public systems andpartners.

Through its CSR the Company envisions an enlightened equitablesociety in which every individual realises her/his potential with dignity through workwith tribal and excluded communities to co-create transformative efficient and lastingsolutions to their development challenges.

Through large-scale proven Signature Theme Models of change theCompany addresses core development gaps in India while being replicable at globalplatform. These include programmes on maternal and child mortalities access to school andlearning enrichment for rural children pan-India focus on key aspects of tribal identityand comprehensive development through empowerment of panchayats between the manufacturinglocations at Jamshedpur and Kalinganagar.

The Company also fosters Regional Change Models enabling lastingbetterment in the well-being of communities prioritizing those who are excluded andproximate to its operating areas. The Company undertakes its CSR Programmes in areas ofhealth nutrition water education livelihoods infrastructure sports disabilitiesgrassroots governance and empowering the voice of women within communities.

During the year under review the Company spent Rs.406 crore on CSRactivities. The Annual Report on CSR activities in terms of Section 135 of the CompaniesAct 2013 and the Rules framed thereunder is annexed to this Report (Annexure 2).

In Europe the Company maintains close relationship with employeescustomers local residents NGOs and educational institutions in driving communitydevelopment programmes and provides guest lectures on various environmental related topicsincluding role of steel in our society and processing method of steel. In the Netherlandsthe Company is closely involved in the Technochallenge Foundation which organises variousactivities for primary and secondary schools. During 2021 Promotie Evenement Techniekevent in Beverwijk Holland was attended by 67 primary schools who were introduced torecent technologies. Further on April 21 2021 the Company also celebrated 'Girl's Day'and organized an online programme to introduce girl students to the world of science andtechnology.

The Company strives to contribute to the future social wellbeing of itslocal communities through a Community Partnership Programme 'Future Generations' whichmakes donations and organises activities focused on education environment as well ashealth and well-being. The Company sponsors local activities and supports charities. TheCompany also co-operates a programme named 'Telstar at home in the neighbourhood'. As partof this programme children with learning difficulties are coached towards a healthylifestyle.

The Company also sponsors local sports teams and children's eventswhich promote community spirit and brings improvement in fields of healthy eatingteamwork and behavior. The Company also engages with communities as an existing andpotential workforce running programmes to involve young people and girls in particularso that they can discover the interesting career opportunities that our organisationoffers.

F. Corporate Governance

At Tata Steel we ensure that we evolve and follow the corporategovernance guidelines and best practices diligently not just to boost long-termshareholder value but also to respect rights of the minority. We consider it our inherentresponsibility to disclose timely and accurate information regarding the operations andperformance leadership and governance of the Company.

In accordance with our Vision Tata Steel aspires to be the globalsteel industry benchmark for value creation and corporate citizenship. Tata Steel expectsto realise its Vision by taking such actions as may be necessary in order to achieve itsgoals of value creation safety environment and people.

Pursuant to the SEBI Listing Regulations the Corporate GovernanceReport along with the Certificate from a Practicing Company Secretary certifyingcompliance with conditions of Corporate Governance is annexed to this Report (Annexure3).

1. Meetings of the Board and Committees of the Board

The Board met six times during the year under review. The interveninggap between the meetings was within the period prescribed under the Companies Act 2013and the SEBI Listing Regulations. The Committees of the Board usually meet the day beforeor 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 andCommittee meetings held during the year under review and Directors attending the same aregiven in the Corporate Governance Report forming part of this Report.

2. Selection of New Directors and Board Membership Criteria

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

Characteristics expected of all Directors include independenceintegrity high personal and professional ethics sound business judgement ability toparticipate constructively in deliberations and willingness to exercise authority in acollective manner. The Company has in place a Policy on Appointment and Removal ofDirectors.

The salient features of the Policy are:

• It acts as a guideline for matters relating to appointment and re-appointment ofdirectors;

• It contains guidelines for determining qualifications positive attributes ofDirectors 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 aDirector in case of appointment of an Independent Director;

During the year under review there were no substantive changes in thePolicy except to align the Policy with amendments made to applicable laws and the same isavailable on the website of the Company at https://www.tatasteel.com/media/6816/policy-on-appointment-and-removal-of-directors.pdf

3. Familiarization Programme for Directors

As a practice all new Directors (including Independent Directors)inducted to the Board go through a structured orientation programme. Presentations aremade by Senior Management giving an overview of the operations to familiarize the newDirectors with the Company's business operations. The new Directors are given anorientation on the products of the business group structure and subsidiaries Boardconstitution and procedures matters reserved for the Board and the major risks and riskmanagement strategy of the Company. Visits to plant and mining locations are organized forthe new Directors to enable them to understand the business better.

Details of orientation given to the new and existing IndependentDirectors in the areas of strategy/industry trends operations & governance andsafety health and environment initiatives are available on the website of the Company athttps://www. tatasteel.com/media/12333/familiarization-programme-for-independent-directors-for-website.pdf

4. Evaluation

The Board evaluated the effectiveness of its functioning of theCommittees and of individual Directors pursuant to the provisions of the Companies Act2013 ('Act') and the SEBI Listing Regulations.

The Board sought the feedback of Directors on various parametersincluding:

• Degree of fulfillment of key responsibilities towards stakeholders (by way ofmonitoring corporate governance practices participation in the long-term strategicplanning 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 Guidance Note on BoardEvaluation issued by the Securities and Exchange Board of India on January 5 2017.

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

In a separate meeting of the IDs the performance of theNon-Independent Directors the Board as a whole and Chairman of the Company were evaluatedtaking into account the views of Executive Directors and other Non-Executive Directors.

The NRC reviewed the performance of the individual directors and theBoard as a whole.

In the Board meeting that followed the meeting of the IDs and themeeting of NRC the performance of the Board its committees and individual Directorswere discussed.

The evaluation process endorsed the Board Members' confidence in theethical standards of the Company the resilience of the Board and the Management innavigating the Company during challenging times cohesiveness amongst the Board Membersconstructive relationship between the Board and the Management and the openness of theManagement in sharing strategic information to enable Board Members to discharge theirresponsibilities and fiduciary duties.

In the coming year the Board intends to enhance focus on the ESGlandscape stakeholder engagement safety performance including digital interventions andrisk management.

5. Remuneration Policy for the Board and Senior Management

Based on the recommendations of the NRC the Board has approved theRemuneration Policy for Directors Key Managerial Personnel ('KMP') and all otheremployees of the Company. As part of the Policy the Company strives to ensure that:

• the level and composition of remuneration is reasonable and sufficient toattract retain and motivate Directors of the quality required to run the Companysuccessfully;

• relationship between remuneration and performance is clear and meets appropriateperformance benchmarks; and

• remuneration to Directors KMP and Senior Management involves a balance betweenfixed and incentive pay reflecting short medium and long-term performance objectivesappropriate to the working of the Company and its goals.

The salient features of the Policy are:

• It lays down the parameters based on which payment of remuneration (includingsitting fees and remuneration) should be made to Independent Directors and Non-ExecutiveDirectors.

• It lays down the parameters based on which remuneration (including fixed salarybenefits and perquisites bonus/ performance linked incentive commission retirementbenefits) should be given to Whole-time Directors KMPs and rest of the employees.

• It lays down the parameters for remuneration payable to Director for servicesrendered 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 athttps://www.tatasteel.com/media/6817/remuneration-policy- of-directors-etc.pdf

6. Particulars of Employees

Disclosures pertaining to remuneration and other details as requiredunder Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are annexed to this report (Annexure 4).

In terms of the provisions of Section 197(12) of the Act read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names and other particulars of employeesdrawing remuneration in excess of the limits set out in the said Rules forms part of thisreport.

7. Directors

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

Inductions to the Board

i. Based on the recommendations of the NRC the Board on August 122021 in terms of the provisions of the Companies Act 2013 appointed Ms. Farida Khambata(DIN: 06954123) as an Additional Director of the Company. Further based on therecommendations of the NRC and subject to the approval of the Members the Board inaccordance with the provisions of Section 149 read with Schedule IV to the Act andapplicable SEBI Listing Regulations appointed Ms. Khambata as an Independent Director ofthe Company not liable to retire by rotation for a period commencing from August 122021 through December 10 2024 (i.e. up to Ms. Khambata attaining the age of 75 years).Ms. Khambata brings to the Board her extensive knowledge and experience in areas ofGovernance Risk Management and Finance. On March 25 2022 the Shareholders of theCompany by way of a special resolution passed through postal ballot approved theappointment of Ms. Khambata as an Independent Director of the Company for theabove-mentioned tenure.

ii. Based on the recommendations of the NRC the Board of Directors ofthe Company on October 11 2021 in terms of the provisions of the Companies Act 2013appointed Mr. David W. Crane (DIN: 09354737) as an Additional Director of the Company.Further based on the recommendations of the NRC and subject to the approval of theMembers the Board in accordance with the provisions of Section 149 read with Schedule IVto the Act and applicable SEBI Listing Regulations appointed Mr. Crane as an IndependentDirector of the Company not liable to retire by rotation for a period commencing fromOctober 11 2021 through October 10 2026. Mr. Crane brings to the Board his extensiveknowledge and experience in areas of health safety environment and sustainability. OnMarch 25 2022 the Shareholders of the Company by way of a special resolution passedthrough postal ballot approved the appointment of Mr. Crane as an Independent Director ofthe Company for the above-mentioned tenure.

iii. The NRC after considering (1) performance evaluation of Mr.Deepak Kapoor (DIN: 00162957) as a Member of the Board/Commitees (2) his contribution inBoard/ Committee deliberations during his tenure as an Independent Director and (3) hisskills background and experience recommended to the Board for his re-appointment asIndependent Director for a second term of five years. The Board unanimously endorsed theview of the NRC and recommended to the Shareholders of the Company the re-appointment ofMr. Kapoor as an Independent Director of the Company not liable to retire by rotation tohold office for a second term of five years effective April 12022 through March 312027.On March 25 2022 the Shareholders of the Company by way of a special resolution passedthrough postal ballot approved the re-appointment of Mr. Kapoor as an IndependentDirector of the Company for the above-mentioned tenure.

iv. Based on the recommendations of the NRC the Board of Directors ofthe Company on March 28 2022 in terms of the provisions of the Companies Act 2013appointed Mr. Noel Naval Tata (DIN: 09354737) as an Additional Director (Non-ExecutiveNon-Independent) of the Company. Further the Board considering his experience designatedMr. Noel Naval Tata as the Vice - Chairman of the Board. Mr. Noel Naval Tata brings to theBoard his extensive knowledge and experience in areas of operations strategy riskmanagement financial societal and governance matters.

v. Mr. V. K. Sharma has served as a Non-Executive Director on the Boardof the Company since August 24 2018. At the time of the appointment as a Member of theBoard Mr. Sharma was the Chairman of Life Insurance Corporation of India ('LIC') ashareholder of Tata Steel Limited. Mr. Sharma ceased to be the Chairman of LIC effectiveDecember 31 2018. On March 28 2022 Mr. Sharma conveyed his intention to step down asrepresentative of LIC and resigned as the Non-Executive Director of the Company withimmediate effect. However the NRC after considering (1) his performance as Member ofthe Board (2) background qualification skills & attributes and (3) his contributionto Board/Committee deliberations during his tenure as a Director of the Companyconsidered the proposal to appoint Mr. Sharma as an Independent Director of the Companyfor a term of five years from March 28 2022 through March 27 2027 (both days inclusive)and accordingly recommended the same to the Board.

Based on the recommendations of the NRC the Board of Directors of theCompany on March 28 2022 in terms of the provisions of the Companies Act 2013appointed Mr. V. K. Sharma (DIN: 02449088) as Additional Director of the Company. Furtherbased on the recommendations of the NRC and subject to the approval of the Members theBoard in accordance with the provisions of Section 149 read with Schedule IV to the Actand applicable SEBI Listing Regulations appointed Mr. Sharma as an Independent Directorof the Company not liable to retire by rotation for a period commencing from March 282022 through March 27 2027. Mr. Sharma will continue to bring to the Board his extensiveknowledge and experience in the areas of strategic planning product development andbranding risk oversight compliance and other governance matters.

The necessary resolutions for the appointment of Mr. Noel Naval Tata asNon-Executive Director and Mr. V.K. Sharma as Independent Director as mentioned above inpoint (iv) and (v) form part of the Postal Ballot Notice dated May 3 2022. The profileand particulars of experience attributes and skills that qualify the above-mentionedDirectors for Board membership are disclosed in the said Notice. The Notice will be sentto eligible shareholders as on the cut- off date of April 29 2022. The e-voting periodfor the same shall stay open from 9:00 a.m. (IST) on Thursday May 12 2022 through 5:00p.m. (IST) on Friday June 10 2022.

Re-appointment of Directors retiring by rotation

In terms of the provisions of the Companies Act 2013 Mr. KoushikChatterjee (DIN: 00004989) Director of the Company retires at the ensuing AGM and beingeligible seeks re-appointment. The necessary resolution for re-appointment of Mr.Chatterjee forms part of the Notice convening the ensuing AGM scheduled to be held onTuesday June 28 2022.

The profile and particulars of experience attributes and skills thatqualify Mr. Chatterjee for Board membership are disclosed in the said Notice.

Cessations

Dr. Peter Blauwhoff Independent Director resigned as a Member of theBoard effective July 13 2021.

In accordance with the retirement policy applicable for the Company'sBoard of Directors (Independent Directors to retire on attaining 75 years of age) Mr.Aman Mehta Independent Director retired from the Board on August 31 2021.

The Board of Directors places on record its deep appreciation for thecontribution of these Directors during their tenure.

8. Independent Directors' Declaration

The Company has received the necessary declaration from eachIndependent Director in accordance with Section 149(7) of the Act and Regulations 16(1)(b)and 25(8) of the SEBI Listing Regulations that he/she meets the criteria of independenceas laid out in Section 149(6) of the Act and Regulations 16(1)(b) of the SEBI ListingRegulations.

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

9. Key Managerial Personnel

In terms of Section 203 of the Act the Key Managerial Personnel of theCompany are Mr. T. V. Narendran Chief Executive Officer & Managing Director Mr.Koushik Chatterjee Executive Director & Chief Financial Officer and Mr. ParvatheesamKanchinadham Company Secretary & Chief Legal Officer (Corporate & Compliance).During the year under review there has been no change in the Key Managerial Personnel.

10. Audit Committee

The Audit Committee was constituted in the year 1986. The Committee hasadopted a Charter for its functioning. The primary objective of the Committee is tomonitor and provide effective supervision of the Management's financial reporting processto ensure accurate and timely disclosures with the highest levels of transparencyintegrity and quality of financial reporting.

The Committee comprises Mr. O. P. Bhatt (Chairman) Mr. Deepak KapoorMs. Farida Khambata Mr. David W. Crane and Mr. Saurabh Agrawal. The Committee met sixtimes during the year under review the details of which are given in the CorporateGovernance Report forming part of this Report.

During the year under review there were no instances when therecommendations of the Audit Committee were not accepted by the Board.

11. Internal Control Systems

The Company has internal control systems commensurate with the natureof its business the size and complexity of its operations and such internal financialcontrols with reference to the Financial Statements are adequate. Details on the InternalFinancial Controls of the Company forms part of Management Discussion and Analysis formingpart of this Report.

12. Risk Management

Tata Steel's Enterprise Risk Management ('ERM') process is based oninternational standards like Committee of Sponsoring Organization of the TreadwayCommission ('COSO') and ISO 31000.

Risk Management Committee ('RMC') of the Board provides oversight andsets the tone for implementing the ERM framework across the organization. It reviews thestatus of key risks progress of ERM implementation across locations and any exceptions asflagged to it on quarterly basis.

The risk appetite of the organization was approved by the RMC and theBoard during FY 2020-21. The risk appetite is aligned to the Vision of the organizationand is an important metric governing all business actions and strategic decisions. TheRisk Appetite is driven by the following:

• Health and safety of our employees and the communities in which we operate areour prime concern and our operating strategy is focused on the above 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 andbusiness decisions support systems including capital allocation consider impact of climatechange through the internal carbon pricing framework; and

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

Risk Owners may accept risk exposure to their annual and long-termbusiness plans which after implementation of mitigation strategies is aligned to ourrisk appetite. The risk appetite has been cascaded across the organization including theTata Steel Group Companies through focused communication during the Annual Business Plancycle.

For better focus on Risk Governance and ERM implementation the Companyhas set up a Management Committee called Apex Risk Committee ('ARC'). ARC has the primaryresponsibility of implementing the Risk Management Policy of Tata Steel and developing arisk intelligent culture that fosters business resilience. ARC reviews include detaileddiscussions on key risk themes progress of mitigation plans exceptions as flagged to itand new initiatives related to ERM.

Central ERM is a dedicated business vertical that has been set up toensure deployment of the 5 Step bottom-up process across the organization. The team is ledby Vice President - Corporate Finance Treasury & Risk Management who acts as theChief Risk Officer of the Company. The ERM team continuously scans the externalenvironment for developments which may throw up risks for the organization. The risk flagsand risk insights are shared with the Business Units ('BUs'). These form inputs to the BUsfor identification and management of bottom-up risks which are periodically reviewed asper defined ERM Governance mechanism. The risks are escalated and aggregated for reportingto ARC and RMC. This is complemented by a top-down process which helps in identificationof strategic enterprise level risks.

The Company follows coordinated risk assurance and the ERM process isintegrated with Corporate Audit Strategy & Business Planning Corporate Legal Ethics& Compliance functions. The two-way communication with these functions brings furtherrigor in driving the process across the organization and the Tata Steel Group Companies.The ERM process being data intensive an in-house built IT system has been developedacross the organization for real time management of risks through live dashboards. The ITsystem supports risk analytics and helps in developing a uniform risk culture as the ERMframework is used while identifying assessing evaluating monitoring & reviewingrisks.

Tata Steel was conferred with the 'RIMS India ERM Award forDistinction' the only company to receive this award in India in 2021. The Risk andInsurance Management Society (RIMS) Global ERM Award of Distinction honors organizationsthat create and retain value through their Enterprise Risk Management programs and ERMexcellence that demonstrates ERM innovation in creating and preserving organizationalvalue and the program's ability to build sustaining risk management capabilities. TheCompany has also been adjudged 'Masters of Risk in Metals & Mining' and 'RiskTechnology' categories at the 8th edition of 'The India Risk ManagementAwards' for the sixth time in a row.

Risk intelligent culture of Tata Steel has established ERM as anenabler to proactively manage the uncertainties in an unprecedented and volatile businessenvironment and achieve business objectives. During the year under review with theresurgence of COVID-19 pandemic "Scenario-based risk assessment" was revisitedacross Tata Steel to understand the change in best-case and worst-case scenarios. Thefocus was on identification of "Early Warning Indicators" for proactive RiskManagement. Real-time digital dashboard was developed and reviewed by the SeniorLeadership Team periodically for decision making. The Company continues its focus oncreating sustainable value for building resilience amidst dynamic and uncertain businessenvironment.

During the year under review the Company continued to be vigilant ofthe evolving pandemic situation to proactively manage risks. Health and safety ofemployees and the communities in the vicinity of the Company's operations remained thetop-most priority for the Company whilst simultaneously ensuring continuity of ourbusiness operations.

Implementation of focused risk mitigation strategies coupled withimprovement in the global and domestic macro environment has significantly improved TataSteel's risk profile for FY 2021-22. Despite the challenges posed by COVID-19 the Companyhas been able to deleverage beyond the target set in the past two years.

13. Vigil Mechanism

Tata Steel always believes in promoting a culture of trust andtransparency. The vigil mechanism in Tata Steel resonates with the same values. TheCompany has a Vigil Mechanism that provides a formal channel for all its Directorsemployees and business associates including customers to approach the Chairman of theAudit Committee or Chief Ethics Counsellor and make protective disclosures about theunethical behaviour 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.

The Vigil Mechanism includes policies viz. the Whistleblower Policy forDirectors & Employees the Whistleblower Policy for Business Associates theWhistleblower Protection Policy for Business Associates (vendors/customers) the Gift andHospitality Policy the Conflict of Interest Policy for Employees the Anti-Bribery &Anti-Corruption ('ABAC') Policy and Anti-Money Laundering ('AML') Policy.

The Whistleblower Policies for Directors & Employees and BusinessAssociates and TCoC encourage every Director employee and Business Associate to promptlyreport any actual or possible violation of the TCoC or any event that he or she becomesaware of that could affect the business or reputation of the Company. The Company ensuresprotection for the whistleblowers and any attempts to intimidate the whistleblower wouldbe treated as a violation of the TCoC. This Policy includes 'reporting of incidents ofleak or suspected leak of Unpublished Price Sensitive Information ('UPSI')' as required interms of the provisions of the SEBI Listing Regulations.

The Whistleblower Protection Policy for Business Associates includingvendors and customers provides protection to Business Associates from any victimization orunfair trade practices by the Company. While the Whistleblower policy encouragesWhistleblowers to make protected disclosures in good faith it also forbids raisingconcerns with malicious intent.

The ABAC and AML policies primarily cover risk assessment third partydue diligence training & awareness and audit & reporting.

The Gift and Hospitality Policy aims to provide guidance to directorsofficers and employees or persons who perform services for or on behalf of the Company onwhat is appropriate and acceptable and what is not acceptable for offering giving andaccepting gifts and hospitality. The Policy is in consonance with ABAC and AML policies.

The Company has also adopted a Conflict of Interest Policy thatrequires employees to act in the best interest of the Company without any conflicts anddeclare conflicts if any (real potential or perceived).

The Whistleblower Reward and Recognition Guidelines for employees hasbeen implemented to encourage employees to genuinely blow the whistle on any misconduct orunethical activity taking place in the Company. The disclosures reported are addressed inthe manner and within the time frames prescribed in the Whistleblower Policy.

The Company continues to make available a Third-Party Whistleblowinghelpline service through an external service provider across the Company as well as TataSteel Group Companies. The Ethics helpline services includes toll free number web accesspostal services and e-mail facilities. This helpline service acts as a platform within theTata Steel Group Companies to raise concerns on unethical behavior and enhance 'zerotolerance towards unethical activities'. Around 40% of the reportees use this medium toraise their whistleblowing concerns. During the year under review the Company hasconducted several training sessions for its employees vendors and distributors spreadingawareness towards TCoC ABAC & AML Policy Whistleblower Policy and other ethicalpractices of the Company.

During the year under review the Company received 845 whistleblowercomplaints of which as on March 31 2022 601 complaints were investigated and appropriateactions were taken and investigations were underway for the remaining 244 complaints.

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

The Company has zero tolerance towards sexual harassment at theworkplace. The Company has adopted a policy on prevention prohibition and redressal ofsexual harassment at workplace in line with the provisions of the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 and the Rules madethereunder.

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

During the year under review the Company received 22 complaints ofsexual harassment of which 18 complaints have been resolved by taking appropriate actionsand 4 complaints are under investigation.

15. Related Party Transactions

In line with the requirements of the Act and the SEBI ListingRegulations the Company has formulated a Policy on Related Party Transactions. During theyear under review the Policy has been amended to incorporate the regulatory amendments inthe SEBI Listing Regulations. The updated Policy can be accessed on the Company's websiteat https://www.tatasteel. com/media/5891/policv-on-related-partv-transactions.pdf

During the year under review all related party transactions enteredinto by the Company were approved by the Audit Committee and were at arm's length and inthe ordinary course of business. Prior omnibus approval is obtained for related partytransactions which are of repetitive nature and entered in the ordinary course of businessand on an arm's length basis. The Company did not have any contracts or arrangements withrelated parties in terms of Section 188(1) of the Companies Act 2013. Also there were nomaterial related party contracts entered into by the Company during the year under review.

Accordingly the disclosure of related party transactions as requiredunder Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY2021-22 and hence does not form part of this report.

Details of related party transactions entered into by the Company interms of Ind AS-24 have been disclosed in the notes to the standalone/consolidatedfinancial statements forming part of this Integrated Report & Annual Accounts 2021-22.

16. Directors' Responsibility Statement

Based on the framework of internal financial controls and compliancesystem established and maintained by the Company work performed by the internalstatutory cost and secretarial auditors and external agencies including audit ofinternal financial controls over financial reporting by the statutory auditors and thereviews performed by Management and the relevant Board Committees including the AuditCommittee the Board is of the opinion that the Company's internal financial controls wereadequate and effective during FY 2021-22.

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

a) in the preparation of the annual accounts the applicable accountingstandards have been followed and that there were no material departures;

b) they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period;

c) they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and are operatingeffectively;

f) they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

17. Business Responsibility and Sustainability Report

The Securities and Exchange Board of India ('SEBI') in May 2021introduced new sustainability related reporting requirements to be reported in thespecific format of Business Responsibility and Sustainability Report ('BRSR'). BRSR is anotable departure from the existing Business Responsibility Report ('BRR') and asignificant step towards giving platform to the companies to report the initiatives takenby them in areas of environment social and governance. Further SEBI has mandated top1000 listed companies based on market capitalization to transition to BRSR from FY2022-23 onwards.

For FY 2021-22 the Company has followed the <IR> framework ofthe International Integrated Reporting Council (now known as Value Reporting Foundation)to report on all the six capitals that are used by the Company to create long-termstakeholder value. The Company has done the requisite mapping of principles between theIntegrated Report the Global Reporting Initiative ('GRI') and the BRR principles asprescribed by SEBI and the same is available on our website at www.tatasteel.com. OurIntegrated Report has been assessed and Price Waterhouse & Co Chartered AccountantsLLP has provided the required assurance.

18. Subsidiaries Joint Ventures and Associates

We have 172 subsidiaries and 45 associate companies (including 25 jointventures) as on March 31 2022. During the year under review the Board of Directorsreviewed the affairs of material subsidiaries. There has been no material change in thenature of the business of the subsidiaries.

We have in accordance with Section 129(3) of the Act preparedConsolidated Financial Statements of the Company and all its subsidiaries associates andjoint ventures which form part of the Integrated Report. Further the report on theperformance and financial position of each subsidiary associate and joint venture andsalient features of their Financial Statements in the prescribed Form AOC-1 is annexed tothis report (Annexure 5).

In accordance with the provisions of Section 136 of the Act and theamendments thereto read with the SEBI Listing Regulations the audited financialstatements including the consolidated financial statements and related information of theCompany and financial statements of the subsidiary companies are available on our websiteat www.tatasteel.com

The names of companies that have become or ceased to be subsidiariesjoint ventures and associates during the year under review are disclosed in an annexure tothis report (Annexure 6).

19. Auditors Statutory Auditors

Members of the Company at the AGM held on August 8 2017 approved theappointment of Price Waterhouse & Co Chartered Accountants LLP (Registration No.304026E/E300009) ('PW') Chartered Accountants as the statutory auditors of the Companyfor a period of five years commencing from the conclusion of the 110th AGM heldon August 8 2017 until the conclusion of 115th AGM of the Company to be heldin the year 2022.

In terms of the provisions of the Companies Act 2013 an audit firmacting as the statutory auditor of a company is eligible to be appointed as statutoryauditors for two terms of five years each. The first term of PW as statutory auditors ofthe Company expires at the conclusion of the 115th AGM of the Company scheduledto be held on June 28 2022. Considering their performance as auditors of the Companyduring their present tenure the Audit Committee of the Company after due deliberationand discussion recommended the re-appointment of PW as statutory auditors of the Companyfor a second term of five years to hold office from the conclusion of the 115thAGM to be held on June 28 2022 through the conclusion of the 120th AGM of theCompany to be held in the year 2027. Further the remuneration to be paid to StatutoryAuditors for FY 2022-23 is Rs.10 crore plus out of pocket expenses and applicable taxesand the remuneration for the remaining tenure of their second term as Statutory Auditorsshall be mutually agreed between the Board of Directors and PW from time to time.

The above proposal forms part of the Notice of the AGM for yourapproval.

The report of the Statutory Auditor forms part of this IntegratedReport and Annual Accounts 2021-22. The said report does not contain any qualificationreservation adverse remark or disclaimer. During the year under review the Auditors didnot report any matter under Section 143(12) of the Act therefore no detail is required tobe disclosed under Section 134(3)(ca) of the Act.

Cost Auditors

In terms of Section 148 of the Act the Company is required to maintaincost records and have the audit of its cost records conducted by a Cost Accountant. Costrecords are prepared and maintained by the Company as required under Section 148(1) of theAct.

The Board of Directors of the Company has on the recommendation of theAudit Committee approved the appointment of M/s Shome & Banerjee as the cost auditorsof the Company (Firm Registration No. 000001) for the year ending March 31 2023. M/sShome & Banerjee have vast experience in the field of cost audit and have beenconducting the audit of the cost records of the Company for the past several years.

Further Tata Steel BSL Limited has amalgamated into and with TataSteel Limited effective November 11 2021 pursuant to the Composite Scheme ofAmalgamation of Tata Steel BSL Limited and Bamnipal Steel Limited into and with Tata SteelLimited as sanctioned by the Hon'ble National Company Law Tribunal Mumbai Bench videOrder dated October 29 2021. Consequent to the amalgamation the scope of cost audit hasenhanced. Accordingly the Board based on the recommendation of the Audit Committee hasapproved an increased remuneration to Rs.30 lakhs plus applicable taxes and reimbursementof out-of-pocket expenses payable to the Cost Auditors for conducting cost audit of theCompany for FY 2022-23. The same is placed for ratification of Members and forms part ofthe Notice of the AGM.

Secretarial Auditors

Section 204 of the Act inter alia requires every listedcompany to annex to its Board's Report a Secretarial Audit Report given in theprescribed form by a Company Secretary in practice.

The Board had appointed Parikh & Associates (Registration No.P1988MH009800) Practicing Company Secretaries as the Secretarial Auditors to conductSecretarial Audit of the Company for the FY 2021-22 and their Report is annexed to thisreport (Annexure 7). There are no qualifications observations adverse remarks ordisclaimer in the said Report.

20. Annual Return

The Annual Return for FY 2021-22 as per provisions of the Act and Rulesthereto is available on the Company's website athttps://www.tatasteel.com/media/15859/mgt7-combine.pdf.

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

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

22. Particulars of Loans Guarantees or Investments

Particulars of loans guarantees given and investments made during theyear under review in accordance with Section 186 of the Act is annexed to this report(Annexure 8).

23. Energy Conservation Technology Absorption and Foreign ExchangeEarnings and Outgo

Details of the energy conservation technology absorption and foreignexchange earnings and outgo are annexed to this report (Annexure 9).

24. Deposits

During the year under review the Company has not accepted any depositsfrom public in terms of the Act. Further no amount on account of principal or interest ondeposits from public was outstanding as on the date of the balance sheet.

25. Secretarial Standards

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

J. Acknowledgements

The Directors regret the loss of life due to COVID-19 pandemic and aredeeply grateful and have immense respect for every person who risked their life and safetyto fight this pandemic. We thank our customers vendors dealers investors businessassociates and bankers for their continued support during the year. We place on record ourappreciation of the contribution made by employees at all levels. Our resilience to meetchallenges was made possible by their hard work solidarity co-operation and support.

We thank the Government of India the State Governments and theGovernments in the countries where we have operations and other regulatory authorities andgovernment agencies for their support and look forward to their continued support in thefuture.

On behalf of the Board of Directors
sd/-
N. CHANDRASEKARAN
Mumbai Chairman
May 3 2022 DIN: 00121863

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