1. We have audited the accompanying standalone financial statements of Tata Steel Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2026, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including material accounting policy information and other explanatory information.
2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally
accepted in India, of the state of affairs of the Company as at March 31, 2026, and total comprehensive income (comprising of profit and other comprehensive income), changes in equity and its cash flows for the year then ended.
Basis for Opinion
3. We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the "Auditor's Responsibilities for the Audit of the Standalone Financial Statements" section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
4. Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
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Key audit matter
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How our audit addressed the key audit matter
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Fair value measurement of investments in equity shares of subsidiaries
[Refer to Note 2(c) to the standalone financial statements - "Use of estimates and critical accounting judgements - Fair value measurements of financial instruments", Note 2(l) to the standalone financial statements - "Investments in subsidiaries, associates and joint ventures", Note 6 to the standalone financial statements -"Investments", Note 6(iii) and 6(iv) to the standalone financial statements]
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Our audit procedures included the following:
• Obtained an understanding from the management, assessed and tested the design and operating effectiveness of the Company's key controls over the fair valuation of equity investment in subsidiaries.
• Evaluated the appropriateness of the Company's accounting policy in respect of fair valuation of investments in equity shares of subsidiaries.
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The Company measures its equity investments in subsidiaries at fair value through other comprehensive income as per Ind AS 109 "Financial instruments".
The total carrying amount of equity investments in subsidiaries as on March 31,2026 is ?84,387.46 crores.
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• Evaluated the Company's process regarding fair value assessment by involving auditor's valuation experts, where considered necessary, to assist in assessing the appropriateness of the fair value models, underlying assumptions relating to discount rate, terminal value, etc.
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The determination of fair value of the Company's material equity investments in subsidiaries is based on management's estimates and key assumptions that include:
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• Evaluated the cash flow forecasts with the latest budgets, actual results, other supporting documents, as applicable, and our understanding of the internal and external factors.
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• Cash flow forecast including assumptions on capacity expansion and plan for decarbonisation
• Discount rates
• Terminal growth rate
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• Checked the mathematical accuracy of the fair value models.
• Assessed the sensitivity of the fair value model and evaluated whether any reasonably foreseeable change in key assumptions could lead to change in fair value.
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• Economic and entity specific factors incorporated in the fair value models.
Significant judgements are involved in the aforesaid assumptions used in the discounted cash flow models. The accounting for investments in equity shares of subsidiaries is a key audit matter due to the uncertainty of forecasts and discounting future cash flows, being inherently subjective, and the level of management's judgement and estimation involved.
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• Discussed the management's process, involvement of experts, key assumptions and sensitivities with those charged with governance.
• Evaluated the adequacy of the disclosures made in the standalone financial statements.
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Key audit matter
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How our audit addressed the key audit matter
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Assessment of litigations and related disclosures of
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Our audit procedures included the following:
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contingent liabilities
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• We understood from the management, assessed and tested
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[Refer to Note 2(c) to the standalone financial statements
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the design and operating effectiveness of the Company's key
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-"Use of estimates and critical accounting judgements-
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controls surrounding assessment of litigations relating to the
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Provisions and contingent liabilities", Note 34A to the
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relevant laws and regulations.
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standalone financial statements "Contingencies" and Note
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• We have reviewed the legal and other professional expenses
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35 to the standalone financial statements- "Other significant litigations"]
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and enquired with the management for recent developments and the status of the material litigations which were reviewed.
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As at March 31, 2026, the Company has exposures towards
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• We performed our assessment on a test basis on the
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litigations relating to various matters as set out in the
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underlying calculations supporting the contingent liabilities
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aforesaid Notes. Significant management judgement is
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/other significant litigations disclosed in the standalone
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required to assess such matters to determine the probability of occurrence of material outflow of economic resources and
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financial statements.
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whether a provision should be recognised or a disclosure
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• We used auditor's experts/specialists to gain an
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should be made.
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understanding and to evaluate the disputed tax matters.
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The management judgement is also supported with
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• We considered external legal opinions, where relevant,
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legal advice in certain cases, as considered appropriate.
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obtained by management.
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As the ultimate outcome of the matters are uncertain
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• We evaluated management's assessments by understanding
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and the positions taken by the management are based on the application of their best judgement, related legal advice including those relating to interpretation of laws/
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precedents set in similar cases and assessed the reliability of the management's past estimates/judgements.
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regulations, it is considered as a key audit matter.
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• We evaluated management's assessment around those
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matters that are not disclosed or not considered as contingent liability, as the probability of material outflow is considered to be remote by the management.
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• We assessed the adequacy of the Company's disclosures.
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Other Information
5. The Company's Board of Directors is responsible for the other information. The other information comprises the "Board's Report and Annexures and Management Discussion and Analysis 2025-26" (but does not include the standalone financial statements and our auditor's report thereon), which we obtained prior to the date of this auditor's report, and additional information excluding those referred above that would be included in the Integrated Report (titled as 'Tata Steel Integrated Report and Annual Accounts 2025-26'), which is expected to be made available to us after that date.
Our opinion on the standalone financial statements does not cover the other information and we do not and will not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other
information identified above and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
If, based on the work we have performed on the other information that we obtained prior to the date of this auditor's report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
When we read the additional information, as mentioned above, that would be included in the Integrated Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take appropriate action as applicable under the relevant laws and regulations.
Responsibilities of management and those charged with governance for the standalone financial statements
6. The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
7. In preparing the standalone financial statements, Board of Directors is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
8. Those Board of Directors are also responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Standalone Financial Statements
9. Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these standalone financial statements.
10. As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)0) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
11. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
12. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
13. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on other legal and regulatory requirements
14. As required by the Companies (Auditor's Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure B a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
15. As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books, except for the matters stated in paragraph 15(h) (vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended).
(c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and the Statement
of Cash Flows dealt with by this Report are in agreement with the books of account.
(d) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.
(e) On the basis of the written representations received from the directors as on March 31, 2026, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2026, from being appointed as a director in terms of Section 164(2) of the Act.
(f) With respect to the maintenance of accounts and other matters connected therewith, reference is made to our remarks in paragraph 15(b) above and paragraph 15(h)(vi) below.
(g) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A".
(h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 34(A) and 35 to the standalone financial statements;
ii. The Company did not have any long¬ term contracts including derivative contracts for which there were any material foreseeable losses.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year.
iv. (a) The management has represented that, to
the best of its knowledge and belief, other than as disclosed in Note 6(x) and 7(v) to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any
other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(b) The management has represented that, to the best of its knowledge and belief, as disclosed in the Note 6(xi) and 7(vi) to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and
(c) Based on such audit procedures that we considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material misstatement.
v. The dividend declared and paid by the Company during the year in respect of the prior year ended March 31, 2025, is in accordance with Section 123 of the Act to the extent it applies to declaration and payment of dividend. As stated in Note 49 to the standalone financial statements, the Board of Directors of the Company has proposed final dividend for the year, which is subject to the approval of the members at the ensuing Annual General Meeting, and is in accordance with Section 123 of the Act, to the extent applicable.
vi. Based on our examination, which included test checks, the Company has used two accounting software for maintaining its books of account, which have a feature of recording audit trail (edit log) facility and that has operated throughout the year for all relevant transactions recorded in the accounting software, except that the audit trail feature was not enabled at the database level to log any direct data changes. During the course of performing our procedures, except for the aforesaid instances of audit trail not enabled, where the question of our commenting on whether the audit trail feature has been tampered with does not arise, we did not notice any instance of audit trail feature being tampered with. Further, the audit trail, to the extent maintained in the prior year, has been preserved by the Company as per the statutory requirements for record retention.
16. The Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.
For Price Waterhouse & Co Chartered Accountants LLP
Firm Registration Number: 304026E/E-300009
Subramanian Vivek
Partner
Membership Number: 100332 UDIN: 26100332RWDEKB6299
Mumbai May 15, 2026
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