Notice of 86th Annual General Meeting

1. To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2025, together with the Reports of the Board of Directors and Auditors thereon.

2. To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2025, together with the Report of the Auditors thereon.

3. To declare dividend on the Ordinary Shares for the financial year ended March 31, 2025.

4. To appoint a Director in place of Mr. R. Mukundan (DIN: 00778253), who retires by rotation and being eligible, offers himself for re-appointment.

   Special Business
5. Re-appointment of Mr. Rajiv Dube (DIN: 00021796) as an Independent Director of the Company

   To consider and if thought fit, to pass the following resolution as a Special Resolution:

   "RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 and other applicable provisions, if any, read along with Schedule IV to the Companies Act, 2013 ('the Act'), the Companies (Appointment and Qualifications of Directors) Rules, 2014 [including any statutory modification(s) or re-enactment(s) thereof for the time being in force] and Regulation 17 and any other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), as amended from time to time, Mr. Rajiv Dube (DIN: 00021796), who was appointed as an Independent Director of the Company for a term of five (5) consecutive years commencing from September 18, 2020 to September 17, 2025 (both days inclusive) and who being eligible for re-appointment as an Independent Director has

   given his consent along with a declaration that he meets the criteria for independence under Section 149(6) of the Act and the Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations and in respect of whom the Company has received a Notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of Director and based on the recommendation of the Nomination & Remuneration Committee and the Board of Directors of the Company, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of five (5) consecutive years commencing from September 18, 2025 to September 17, 2030 (both days inclusive).

   RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof) be and is hereby authorised to do all such acts, deeds, matters and things as may be necessary, expedient and desirable for the purpose of giving effect to this resolution."
6. Appointment of Mr. Modan Saha (DIN: 02848515) as a Director of the Company

   To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

   "RESOLVED THAT Mr. Modan Saha (DIN: 02848515) who

   was appointed as an Additional Director (Non-Executive, Non-Independent) of the Company with effect from May 28, 2025, by the Board of Directors of the Company and who holds office upto the date of the Annual General Meeting in terms of Section 161(1) and other applicable provisions of the Companies Act, 2013 ('the Act') read with rules framed thereunder [including any modification(s) or re-enactment(s) thereof for the time being in force] and Article 133 of the Articles of Association of the Company, but who is eligible for appointment and has consented to act as a Director of the Company and in respect of whom the Company has received a Notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation.

   RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof) be and is hereby authorised to do all such acts, deeds, matters and things as may be necessary, expedient and desirable for the purpose of giving effect to this resolution."
   
   
   
7. Appointment of Secretarial Auditors of the Company

   To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

   "RESOLVED THAT pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 [including any statutory modification(s) or re-enactment(s) thereof for the time being in force] and pursuant to Regulation 24A and any other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and based on the recommendation(s) of the Audit Committee and the Board of Directors, Parikh & Associates, Practising Company Secretaries (Firm Registration No. P1988MH009800), be and are hereby appointed as the Secretarial Auditors of the Company, for a term of five (5) consecutive years with effect from Financial Year 2025-26 to Financial Year 2029-30, at such remuneration plus applicable taxes and out-of-pocket expenses, as mutually agreed between the Board of Directors of the Company and the Secretarial Auditors.

   RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof) be and is hereby authorised to do all such acts, deeds, matters and things as may be necessary, expedient and desirable for the purpose of giving effect to this resolution."
8. Ratification of Remuneration of Cost Auditors

   To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

   "RESOLVED THAT pursuant to the provisions of Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, [including any statutory modification(s) or re-enactment(s) thereof for the time being in force] the Company hereby ratifies the remuneration of H 10,50,000 plus applicable taxes and out-of-pocket expenses incurred in connection with the cost audit payable to D. C. Dave & Co., Cost Accountants (Firm Registration No. 000611), who are appointed by the Board of Directors of the Company on the recommendation(s) of the Audit Committee, as Cost Auditors of the Company to conduct audit of the cost records maintained by the Company as prescribed under the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, for the financial year ending March 31, 2026.

   RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof), be and is hereby authorised to do all acts, deeds, matters and take all such steps as may be necessary, expedient and desirable for the purpose of giving effect to this resolution." Notes:

   1. The Ministry of Corporate Affairs ('MCA') has vide General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020, and subsequent circulars issued in this regard, the latest being 09/2024 dated September 19, 2024 (collectively referred to as 'MCA Circulars'), permitted the holding of the Annual General Meeting ('AGM') through Video Conferencing ('VC') / Other Audio Visual Means ('OAVM') without the physical presence of the Members at a common venue. In compliance with the applicable provisions of the Companies Act, 2013 ('the Act') and the MCA Circulars, the 86th AGM of the Company is being held through VC/OAVM on Monday, June 30, 2025 at 3.00 p.m. (IST). The proceedings of the 86th AGM shall be deemed to be conducted at the Registered Office of the Company.

   2. PURSUANT TO THE PROVISIONS OF THE ACT, A MEMBER ENTITLED TO ATTEND AND VOTE AT THE AGM IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON HIS/HER BEHALF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. SINCE THIS AGM IS BEING HELD PURSUANT TO THE MCA CIRCULARS THROUGH VC/OAVM, PHYSICAL ATTENDANCE OF MEMBERS HAS BEEN DISPENSED WITH. ACCORDINGLY, THE FACILITY FOR APPOINTMENT OF PROXIES BY THE MEMBERS WILL NOT BE AVAILABLE FOR THIS AGM AND HENCE THE PROXY FORM, ATTENDANCE SLIP AND ROUTE MAP OF AGM ARE NOT ANNEXED TO THIS NOTICE.

   3. The Explanatory Statement pursuant to Section 102 of the Act setting out material facts concerning the business under Item Nos. 5 to 8 of the Notice is annexed hereto.

      The relevant details with respect to Item Nos. 4 to 6 of the Notice pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations') and Secretarial Standard - 2 on General Meetings issued by the Institute of Company Secretaries of India ('ICSI') in respect of the Directors seeking appointment/re-appointment at this AGM are also annexed. Requisite declarations have been received from the Directors seeking appointment/re-appointment.

   4. The Members can join the AGM in the VC/OAVM, 30 minutes before and upto 15 minutes after the scheduled time of the commencement of the Meeting by following the procedure mentioned in this Notice. The Members will be able to view the live webcast by logging in to the National Securities Depository Limited's ('NSDL') e-Voting website at https://www.evoting.nsdl.com. The facility of participation at the AGM through VC/OAVM will be made available to at least 1,000 Members on a first come first served basis as per the MCA Circulars.

      
      
      
      
      
      

      The Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Act.

   5. Institutional Investors, who are Members of the Company, are encouraged to attend and vote at the 86th AGM through VC/ OAVM. Corporate/Institutional Members intending to appoint their authorised representatives pursuant to Sections 112 and 113 of the Act, as the case maybe, to attend the AGM through VC/OAVM or to vote through remote e-Voting are requested to send a certified copy of the Board Resolution to the Scrutiniser by email at tcl.scrutinizer@gmail.com with a copy marked to evoting@nsdl.com.

   6. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company as on the cut-off date will be entitled to vote during the AGM.

   7. Pursuant to the acquisition of Link Group by Mitsubishi UFJ Trust & Banking Corporation, by way of scheme of arrangement, the name of the Company's Registrar & Transfer Agent ('Registrar' or 'RTA') has changed from Link Intime India Private Limited to MUFG Intime India Private Limited ('MUFG Intime') with effect from December 31, 2024.

   8. In line with the MCA Circulars and the Circular No. SEBI/HO/ CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 and subsequent Circulars issued in this regard by the Securities and Exchange Board of India (SEBI), the latest being Circular No. SEBI/HO/CFD/ CFD-PoD-2/P/CIR/2024/133 dated October 3, 2024, the Notice of the AGM along with the Integrated Annual Report 2024-25 is being sent by electronic mode to those Members whose email addresses are registered with the Company/Depository Participants ('DP'). The Company shall send a physical copy of the Integrated Annual Report 2024-25 to those Members who request the same at investors@tatachemicals.com mentioning their Folio No./DP ID and Client ID. In accordance with Regulation 36(1)(b) of the SEBI Listing Regulations, a letter is being sent to the shareholders whose email addresses are not registered with the Company/DP, providing a web-link and QR code for accessing the Integrated Annual Report 2024-25. The Notice convening the 86th AGM has been uploaded on the website of the Company at https://www.tatachemicals.com, National Securities Depository Limited ('NSDL') at https://www.evoting.nsdl.com and the Stock Exchanges on which the securities of the Company are listed

      i.e. BSE Limited and National Stock Exchange of India Limited at

      https://www.bseindia.com and https://www.nseindia.com, respectively.

   9. Process for registering email address to receive this Notice along with the Integrated Report 2024-25:

      The Company has made special arrangements with the RTA for registration of email addresses of those Members (holding shares either in electronic or physical form) who wish to

      receive this Notice and the Integrated Report 2024-25 along with credentials for remote e-Voting. Eligible Members whose email addresses are not registered with the Company/DPs are required to provide the same to the RTA on or before 5.00 p.m. (IST) on Monday, June 23, 2025 by following the process for registering e-mail address as mentioned below:

      1. Click on link: https://web.in.mpms.mufg.com/EmailReg/ Email_Register.html

      2. Select the name of the Company from the dropdown list:

         Tata Chemicals Limited

      3. Enter the Folio No./DP ID, Client ID, Shareholder Name, PAN details, Mobile no. and e-mail address

         Members are also required to upload a self-attested copy of the PAN card and address proof viz. Aadhaar Card or Passport etc. Members holding shares in physical form are additionally required to enter one of their share certificate numbers

      4. The system will send OTP on the Mobile no. and email address

      5. Enter OTP received on Mobile no. and email address

      6. The system will then confirm the email address for the limited purpose of service of Notice of AGM along with Integrated Annual Report 2024-25 and e-Voting credentials

         The above system also provides a facility to the Members holding shares in physical form to upload a self-attested copy of their PAN Card, if the PAN details are not updated in accordance with the requirements prescribed by SEBI.

         After successful submission of the email address, NSDL will email a copy of this AGM Notice and the Integrated Report for FY 2024-25. In case of any queries, Members holding shares in electronic form may write to evoting@nsdl.com and Members holding shares in physical form may raise a service request at https://web.in.mpms.mufg.com/helpdesk/ Service_Request.html.

         Registration of e-mail address permanently with the Company/DPs: To support the Green initiative, Members are requested to register their e-mail addresses with their concerned DPs, in respect of electronic holding and with RTA, in respect of physical holding. Further, those Members who have already registered their e-mail addresses are requested to keep their e-mail addresses validated/updated with their DPs/RTA for all future communications.
   10. Record date and Dividend

       1. The Company has fixed Thursday, June 12, 2025 as the 'Record Date' for determining entitlement of Members to dividend for the financial year ended March 31, 2025, if declared at the AGM.

          
          
          

          The dividend of H 11 per ordinary share of H 10 each (i.e. 110%), if declared by the Members at the AGM, will be paid subject to deduction of income-tax at source ('TDS'), on or after Thursday, July 3, 2025 as under:

          1. To all beneficial owners in respect of shares held in dematerialised form as per the data as may be made available by NSDL and Central Depository Services (India) Limited ('CDSL') as of the close of business hours on Thursday, June 12, 2025;

          2. To all Members in respect of shares held in physical form after giving effect to valid transmission and transposition requests lodged with the Company as of the close of business hours on Thursday, June 12, 2025.

       2. Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the shareholders and the Company is required to deduct TDS from dividend paid to the Members at prescribed rates in the Income Tax Act, 1961 ('the IT Act'). In general, to enable compliance with TDS requirements, Members are requested to complete and/or update their Residential Status, Permanent Account Number (PAN), Category as per the IT Act with their DPs or in case shares are held in physical form, with the Company/RTA by sending documents along with the request Form ISR-1 through email at csg4exemptforms2526@in.mpms.mufg.com on or before Tuesday, June 10, 2025. The documents can also be uploaded on the link https://web.in.mpms. mufg.com/formsreg/submission-of-form-15g-15h.html. The detailed process is available on the website of the Company at: https://www.tatachemicals.com/ TDSInformation.htm.

          A communication providing detailed information with respect to tax on the dividend for the financial year ended March 31, 2025 along with submission of applicable documents was sent separately to those Members whose email addresses were registered with the Company/DPs.

       3. Updation of mandate for receiving dividends directly in bank account through Electronic Clearing System or any other means in a timely manner

       SEBI has, vide its Master Circular No. SEBI/HO/MIRSD/POD-1/P/CIR/2024/37 for Registrars to an Issue and ShareTransfer Agents dated May 7, 2024 read with SEBI Circular No. SEBI/ HO/MIRSD/POD-1/P/CIR/2024/81 dated June 10, 2024, mandated that with effect from April 1, 2024, dividend shall be paid only through electronic mode to Members holding shares in physical form if the folio is KYC compliant. A folio will be considered as KYC compliant on

       registration of all details viz. full address with pin code, mobile no., email id, bank details, valid PAN linked to Aadhaar of all holders in the folio, nomination, etc.

       1. Shares held in physical form: Members are requested to send the following documents in original to RTA latest by Monday, June 9, 2025:

          1. Form ISR-1 duly filled and signed by the holders stating their name, folio number, complete address and details of the bank account in which dividend is to be received. The said Form is available on the website of the Company at https://www.tatachemicals. com/Investors/Investor-resources/Other-forms and on the website of the RTA at https:// in.mpms.mufg.com/.

          2. Original cancelled cheque bearing the name of the Member or first holder, in case shares are held jointly. In case name of the holder is not available on the cheque, kindly submit the following documents:-

             1. Cancelled cheque in original.

             2. Bank attested legible copy of the first page of the Bank Passbook / Bank Statement bearing the names of the account holders, address, same bank account number and type as on the cheque leaf and the full address of the Bank branch.

          3. Self-attested photocopy of the PAN Card of all the holders; and

          4. Self-attested photocopy of any document (such as Aadhaar Card, Driving Licence, Election Identity Card, Passport) in support of the address of the Member as registered with the Company.

       2. Shares held in electronic form: Members may please note that their bank details as furnished by the respective Depositories to the Company will be considered for remittance of dividend as per the applicable regulations of the Depositories and the Company will not be able to accede to any direct request from such Members for change/addition/deletion in such bank details. Accordingly, the Members holding shares in demat form are requested to ensure that their DPs update their Electronic Bank Mandate details by Monday, June 9, 2025.

Further, please note that instructions, if any, already given by the Members in respect of shares held in physical form, will not be automatically applicable to the dividend paid on shares held in electronic form.

1. Unpaid/Unclaimed Dividend and Transfer of Shares to Investor Education and Protection Fund ('IEPF')

   Pursuant to the provisions of Section 124 of the Act, the dividend which remains unclaimed / unpaid for a period of seven years from the date of transfer to the unpaid dividend account of the Company is required to be transferred to the IEPF established by the Central Government. The details of unclaimed dividend transferred to IEPF during FY 2024-25 have been provided in the Corporate Governance Report which forms part of this Integrated Report. Further, all the shares on which dividends remain unpaid or unclaimed for a period of seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority as notified by the MCA. The Members, whose unclaimed dividend/shares have been transferred to IEPF, may contact the Company or MUFG Intime for issuance of Entitlement Letter and claim such dividend/ shares by submitting the requisite documents and filing e-Form IEPF-5 available on https://www.iepf.gov.in.

2. Updation of PAN, KYC and other details

   SEBI has, vide its Master Circular No. SEBI/HO/MIRSD/POD-1/P/CIR/2024/37 for Registrars to an Issue and Share Transfer Agents dated May 7, 2024 read with SEBI Circular No. SEBI/HO/ MIRSD/POD-1/P/CIR/2024/81 dated June 10, 2024, mandated to furnish PAN, KYC details (i.e. full address with pin code, mobile no., email id, bank details) by holders of physical securities through Form ISR-1.

   The Company has sent individual letters to all the Members holding shares of the Company in physical form for furnishing their PAN, KYC and Nomination details. Members holding shares of the Company in physical form are requested to go through the requirements on the website of the Company at https://www.tatachemicals.com/Investors/Investor-resources/ Other-forms to furnish the abovementioned details.

   Further, relevant FAQs published by SEBI on its website can be accessed at: https://www.sebi.gov.in/sebi_data/faqfiles/sep-2024/1727418250017.pdf.

3. In accordance with Regulation 40 of the SEBI Listing Regulations, as amended, the Company had stopped accepting any fresh transfer requests for securities held in physical form. Members holding shares of the Company in physical form are requested to kindly get their shares converted into demat/electronic form to get inherent benefits of dematerialisation.

   Further, Members may please note that SEBI has mandated listed companies to issue securities in demat form only while processing

   any service requests viz. issue of duplicate securities certificate; claim from Unclaimed Suspense Account; renewal/exchange of securities certificate; endorsement; sub-division/splitting of securities certificate; consolidation of securities certificates/ folios; transmission and transposition. Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR - 4/ISR-5 (for transmission), the format of which is available at https://www.tatachemicals.com/Investors/Investor-resources/Other-forms. It may be noted that any service request or complaint can be processed only after the folio is KYC compliant.

   Members holding shares in physical form may raise a service request at https://web.in.mpms.mufg.com/helpdesk/Service_ Request.html for any assistance relating to the shares of the Company.

4. Nomination facility

   As per the provisions of Section 72 of the Act, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. If a Member desires to opt out or cancel the earlier nomination and record a fresh nomination, he / she may submit the same in Form ISR-3 or SH-14 as the case may be. The said forms can be downloaded from the Company's website at https://www. tatachemicals.com/investors/investor-resources. Members are requested to submit the said form to their DP in case the shares are held in electronic form and to the Registrar in case the shares are held in physical form.

5. To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change in address or demise of any Member as soon as possible. Members are also advised not to leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned DPs and holdings should be verified from time to time.

6. SEBI has established a common Online Dispute Resolution Portal ('ODR Portal') for resolution of disputes arising in the Indian Securities Market. Pursuant to this, post exhausting the option to resolve their grievance with the RTA / Company directly and through existing SCORES platform, the investors can initiate dispute resolution through the ODR Portal (https://smartodr.in/login) and the same can also be accessed through the Company's website at https://www.tatachemicals.com/ investors/investor-resources.

Further, in order to facilitate a transparent framework for handling investor grievances and provide details on the grievance escalation mechanism, the Company has adopted the Investor Grievance Redressal Policy during the year ended March 31, 2025.