Sree Rayalaseema Hi-Strength Hypo Ltd

To

The Members

Your Directors' have pleasure in presenting 19^th Annual Report on the business and operations of the Company along with the audited financial statements (Standalone and consolidated) for the financial year ended March 31 , 2024.

Financial Highlights: (Rs. in lakhs)

Performance:

During the year under review, the Company achieved turnover of Rs. 866.01 Crores against previous year turnover of Rs. 1650.11 crores. The profit before tax stood at Rs. 108.73 Crores as against Rs.190.48 crores for the previous year.

The Board of Directors in their meeting held on 28^th May, 2024 had decided to temporarily stop the trading business of coal due to difficulties faced in marketing. The coal trading business have become risky due to fluctuations in coal prices. The Company may explore business opportunities in future once the market conditions are in favor and stable.

Capacity Expansion:

The production of Sodium methoxide solution increased from 900 MTs to 1100MTs per month and Sodium Methoxide powder from 150 MTs to 300 MTs per month with effect from 27^th March, 2024.

Division / Segment Wise Operations

(a) The net sales of Calcium Hypo Chloride during financial year 2023-24 is Rs.415.60 crores as against Rs. 468.88 crores in previous year representing a decrease of 11.36%.

(b) The net sales of Stable Bleaching Powder during financial year 2023-24 is Rs. 65.39 crores as against Rs. 79.43 crores in previous year representing a decrease of 17.67%.

(c) The net sales of Sodium Methoxide during financial year 2023-24 is Rs. 55.36 crores as against Rs. 67.69 crores in previous year representing a decrease of 18.22% and the net sales of Sodium Hydride during financial year 2023-24 is Rs. 3.71 crores as against Rs. 5.24 crores during previous financial year representing a decrease of 29.24%.

(d) The trading activity in coal had fetched an amount of Rs.182.10 crores during financial year 2023-24 as against Rs.652.74 crores during previous year.

(e) The net sales of Sulphuric acid during financial year 2023-24 is Rs. 102.76 crores as against Rs. 217.39 crores during previous financial year representing a decrease of 52.73%.

(f) Total power generated, sold through Thermal, Wind and Solar during the year under review is Rs. 27.49 Crores.

Dividend:

The Board of Directors at their meeting held on 28^th May,2024 has recommended a final dividend of Rs.3/- per equity share of face value Rs.10/- each (i.e.,30% on paid up share capital) for the financial year ended 31^st March,2024 . The dividend payment is subject to approval of members at the ensuing Annual General Meeting. The total cash outflow on account of dividend on equity shares for the financial year 2023-24 would aggregate Rs. 5,14,94,463/-. The dividend will be paid to members whose names appear in the Register of Members as on the book closure date. The dividend payment date is 18^th October, 2024.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.

Transfer of Unclaimed dividend to Investor Education and Protection Fund (IEPF):

In terms of section 124 and 125 of the companies act, 2013 read with the IEPF Authority ( Accounting, Audit, Transfer and Refund Rules) 2016, (‘the Rules'), unpaid or unclaimed dividend pertaining to the financial year 2016-17 will be transferred to the Investor Education and Protection Fund (IEPF) during the financial year 2024-25.

The Company had transferred unclaimed or unpaid dividend to IEPF relating to financial year 2010-11 amounting to Rs. 19,49,114/- on 08.06.2018. Further, 29,896 corresponding shares were transferred as per the requirements of the IEPF Rules. The unclaimed or unpaid dividend of financial year 2014-15 amounting to Rs. 26,87,557 transferred to IEPF on 3^rd December,2022 and corresponding 10,29,911 shares were transferred to IEPF. The unclaimed or unpaid dividend of financial year 2015-16 amounting to Rs. 27,37,059 transferred to IEPF on 1^st December,2023 and corresponding 48,134 shares were transferred to IEPF. The details are made available on Company website www.srhhl.com.

The shareholders can claim back their shares /dividend amount transferred to IEPF by filing Form IEPF-5 and other related documents.

The following table provides list of years for which unclaimed dividends and their corresponding shares would become eligible to be transferred to the IEPF on the dates mentioned below:

*Amount unclaimed as on July 31,2024.

Updation of bank details for remittance of dividend/ cash benefits in electronic form:

SEBI vide its Circular No. CIR/MRD/DP/10/2013 dated March 21, 2013 (‘Circular'), which is applicable to all listed companies, mandated to update bank details of their shareholders holding shares in demat mode and/or physical form, to enable usage of the electronic mode of remittance i.e., National Automated Clearing House (‘NACH') for distributing dividends and other cash benefits to the shareholders. The Circular further states that in cases where either the bank details such as Magnetic Ink Character Recognition (‘MICR') and Indian Financial System Code (‘IFSC'), amongst others, that are required for making electronic payment are not available or the electronic payment instructions have failed or have been rejected by the bank, companies or their Registrars and Transfer Agents may use physical payment instruments for making cash payments to the investors. Companies shall mandatorily print the bank account details of the investors on such payment instruments. Shareholders to note that payment of dividend and other cash benefits will now be made only through electronic mode. They are requested to opt for electronic modes for payment of dividend and other cash benefits and update their bank details:

? In case of holdings in dematerialised form, by contacting their DP and giving suitable instructions to update the bank details in their demat account.

? In case of holdings in physical form, by informing the Company's RTA i.e., Aarthi Consultants Private Limited through a signed request letter with details such as their Folio No(s), Name and Branch of the Bank in which they wish to receive the dividend, the Bank Account type, Bank Account Number allotted by their banks after implementation of Core Banking Solutions (‘CBS') the 9-digit MICR Code Number and the 11-digit IFSC Code. This letter should be supported by cancelled cheque bearing the name of the first shareholder.

On and from April 01, 2024 onwards, if payment of dividend is due, the same shall be paid electronically upon furnishing PAN, contact details including mobile number, Bank Account details and specimen signature, etc. Meanwhile, such unpaid dividend shall be kept by the Company in the Unpaid Dividend Account in terms of the Companies Act, 2013. Further, the RTA/Company shall, suo-moto, generate request to the Company's bankers to pay electronically, all the monies of/ payments to the holder that were previously unclaimed/ unsuccessful once PAN, Choice of Nomination, Contact Details including Mobile Number, Bank Account Details and Specimen Signature are updated by the investor.

Share Capital:

During the year under review , there was no change in the Authorized, Subscribed and Paid up share capital of the Company. The paid up Equity Share Capital as on 31^st March,2024 was Rs.17,16,48,210 comprising of 1,71,64,821 equity shares of Rs.10/- each.

Web link of Annual Return :

The Annual Return of the Company for the financial year 2023-24 as required under section 92(3) of the Companies Act,2013 is available on the website of the company at the link https://www.srhhl.com/wp-content/uploads/2024/07/ANNUAL-RETURN-2023-24.pdf

Board Meetings and its committees conducted during the period under review:

During the year under review, five ( 5 ) meetings of the Board of Directors, four (4) meetings of Audit Committee, one (1) meeting of Nomination and remuneration committee, four(4) meetings of stakeholders relationship committee, one(1) meeting of Corporate Social Responsibility Committee and two(2) meetings of risk management committee were held. Further, the details of same have been mentioned in the Corporate Governance Report annexed herewith.

Compliance with Secretarial Standards

The Company is in compliance with applicable secretarial standards issued by the Institute of Company Secretaries of India.

Directors' Responsibility Statement:

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) that the preparation of the accounts for the financial year ended March 31 , 2024 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) that the Directors had prepared the accounts for the financial year ended March 31 , 2024 on a ‘going concern' basis.

(v) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(vi) that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Directors and Key Managerial Personnel:

Sri T G Bharath, Chairman and Managing Director had resigned from the post of Director and Chairman & Managing Director with effect from 12^th June,2024. In his place, Smt T G Shilpa Bharath appointed as Additional Director and Chairperson and Managing Director of the Company with effect from 26^th June,2024. In accordance with the provisions of Section 152 of the Companies Act,2013 and Articles of Association of the Company, Sri. H Gurunath Reddy (DIN 07211326), Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. Sri G Satyam, Non –executive Director who attained the age of 75 years seeks members approval for continuation of Directorship as per SEBI(LODR) Regulations,2015. The Board recommends the appointments for the consideration of the Members of the Company at the forthcoming Annual General Meeting. Brief profiles of Smt T G Shilpa Bharath, Sri. H Gurunath Reddy and Sri G Satyam are being given in the Notice convening the Annual General Meeting.

The Board places on record its deep appreciation for the invaluable contribution and guidance provided by Sri T G Bharath during his tenure as Chairman & Managing Director on the Board.

The Key Managerial Personnel of the Company pursuant to Section 2(51) and 203 of the Companies Act,2013 are (1) Sri T G Bharath, Chairman and Managing Director

(up to 11.06.2024 (2) Smt T G Shilpa Bharath ( from 26.06.2024) (3) Smt V Surekha, Company Secretary and (4) Sri S Ifthekhar Ahmed , Chief Financial Officer .

Evaluation of board performance:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI(LODR)Regulations, 2015, the Board has carried out performance evaluation taking into consideration of various aspects of the Board's functioning, composition of Board, and its Committees, execution, and performance of specific duties, obligations and governance. The Performance of evaluation of Independent Directors was completed. The Performance evaluation of Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with evaluation process. To familiarize with Company operations, Programmes were undertaken to Independent and Non-executive Directors at regular intervals.

Company's policy on Directors' appointment and remuneration:

The Nomination and Remuneration Committee had been constituted by the Board which ensures the selection, appointment of persons having wide exposure in their respective fields and remuneration to Directors, Key Managerial Personnel and Senior Management of the Company. The Board on the recommendation of the Nomination & Remuneration Committee takes necessary steps and decisions.

Declaration by Independent Directors

In terms of the provisions of section 149 of the Act and the Listing Regulations, 2015, the independent directors on the Board of your Company as on the date of this report are Sri A Kailashnath, Sri P Ramachandra Gowd and Smt R Triveni.

The Company has received declaration pursuant to section 149(7) of the Act and regulation 25 of the Listing Regulations, 2015 from all the independent directors stating that they meet the criteria of independence as provided in section 149(6) of the Act read with regulations 16 and 25 of the Listing Regulations, 2015.

The independent directors have also confirmed compliance with the provisions of section 150 of the Act read with rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, relating to inclusion of their name in the independent director's databank of the Indian Institute of Corporate Affairs.

The Board of Directors of your Company have taken on record the said declaration and confirmation submitted by the independent directors . In the opinion of the Board, the independent directors fulfil the conditions specified in the Act as well as the Rules made thereunder read with the Listing Regulations, 2015 and have complied with the code for independent directors prescribed in Schedule IV to the Act.

Transfer to Reserves:

The Company has not transferred any amount to its Reserves during the year under review.

Subsidiaries, Joint Ventues and Associate Companies :

M/s TGV Sodium and Electrolite Private Limited ceased to be wholly owned subsidiary company with effect from April 01, 2023. As on March 31, 2024 your Company has only one subsidiary Company M/s TGV Metals and Chemicals Private Limited. Although Company holds more than 20% of shareholding in M/s MV Salts & Chemicals Private Limited , it is not an associate Company within the meaning of Section 2(6) of the Companies Act,2013 and the Company has no joint ventures . The details of such entities of the Company formed/acquired /Ceased during the year are provided in (Annexure-A -1) to this report.

Consolidated Financial Statements

The audited consolidated financial statements incorporating the duly audited financial statements of the subsidiary, as prepared in compliance with the Companies Act, 2013 (‘the Act'), Listing Regulations, 2015 and in accordance with the Indian Accounting Standards specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 along with all relevant documents and the Independent Auditors' Report thereon forms part of this Annual Report.

Pursuant to the provisions of section 129(3) of the Act read with the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company's subsidiary for the financial year ended on 31 March 2024 in Form AOC-1 forms part of this Annual Report. (Annexure-A)

Insurance:

All assets of the Company and other potential risks have been adequately insured.

Fixed Deposits:

The Company has not accepted any public deposits under Section 73 of Companies Act, 2013 and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

Listing of Shares:

The Equity shares of your Company are listed on BSE Ltd. and National Stock Exchange of India Ltd. The Company has paid the Annual Listing fees to each of these Stock Exchanges for the financial year 2024-25.

Internal control systems and their adequacy:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Change in nature of business:

There is no change in nature of business of the Company.

Significant and material orders passed by the regulators or court:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

Industrial Relations:

Your Company's Industrial Relations continue to be harmonious and cordial.

Particulars of loans, guarantees or investments under section 186 of the Companies Act, 2013 :

The Company had made some investments and given loans covered under Section 186 of the Companies Act,2013 during the financial year under review. The details in respect of investments and loans as per section 186(4) made have been disclosed in the notes to the financial statements .

Particulars of Contracts or Arrangements with Related Parties

All contracts/arrangements/transactions entered into by the Company during FY2024 with related parties were in compliance with the applicable provisions of the Act, the Listing Regulations, 2015 and as per the Company's policy on materiality and dealing with related party transactions. Prior omnibus approval of the Audit Committee is obtained for all related party transactions, which are foreseen and of repetitive nature.

A statement detailing the related party transactions entered pursuant to the omnibus approval are reviewed by the Audit Committee on quarterly basis.

All related party transactions entered into during FY2024 were in the ordinary course of business and on arm's length basis. The details of related party transactions as required under provisions of section 188 and 134(3)(h) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014 are provided in Form AOC-2, which is annexed to this Directors' Report (Annexure B).

The details of transactions with related parties during FY2024 are provided in the notes to the financial statements.

The policy on materiality of and dealing with related party transactions is available on the Company's website at

https://www.srhhl.com/wp-content/uploads/2024/07/Related-Party-Transaction-Policy-pdf...pdf

Risk management policy:

Risk Management Policy was approved by the Board in its meeting held on 30^th June,2021. The policy is placed on Company's website https://www.srhhl.com/ wp-content/uploads/2024/07/risk-management-policy.pdf

The management takes necessary steps for implementation of the Policy by identifying potential threats to the organization and the likelihood of their occurrence and then taking appropriate actions to address the most likely threats. The process involved in Risk Management are identifications of Risk/Evaluation/Assessment, Prevention & Control, Financing, Measure and Monitor effectiveness , reviewing and reporting.

Dividend Distribution Policy

Under the regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Company has formulated a Dividend Distribution Policy. The Policy sets out the Parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders. As a green initiative, the Policy has been uploaded on the Company's website and can be accessed at https://www.srhhl.com/wp-content/uploads/2024/07/dividend-distribution-policy.pdf

Vigil Mechanism / Whistle Blower Policy:

The company has adopted a vigil mechanism in the form of a Whistle Blower Policy to provide adequate safeguards to deal with instances of fraud and mismanagement and to report concerns about unethical behavior or any violation of the Company's code of conduct in pursuance of provisions of Section 177(10) of the Companies Act,2013. During the year under review , no complaints received under this mechanism. The policy can be accessed on Company's Website at the link: https:/ /www.srhhl.com/wp-content/uploads/2024/07/VIGIL_MECHANISM_POLICY.pdf

Particulars of Energy conservation, Technology Absorption and Foreign Exchange earnings and outgo:

Information as per Section 134 (3) of the Companies Act, 2013 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are forming part of the Directors' Report for the year ended 31^st March, 2023 is annexed to this Report (Annexure -C).

Business Responsibility and Sustainability Report :

The Business Responsibility and Sustainability Report ("BRSR") of the Company for the year 2023-24 forms part of this Annual Report as required under Regulation 34(2) (f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this report

(Annexure - D).

Corporate Governance:

A report on Corporate Governance along with a Certificate for compliance with the conditions of Corporate governance in accordance with Securities Exchange Board of India(Listing Obligations & Disclosure Requirements ) Regulations, 2015 issued by Practicing Company Secretary forms part of this Annual Report

(Annexure - E) .

Management Discussion and Analysis Report :

Further to comply with regulation 34(2) read with Schedule V of SEBI(LODR) Regulations, 2015, ‘Management Discussion and Analysis' has been annexed to this report (Annexure – F ).

Corporate Social Responsibility :

To comply with Section 135 of Companies Act,2013 and other applicable provisions, CSR policy has been approved by the Board and constituted a CSR Committee to monitor the implementation of CSR activities. The Company had undertaken on going project for construction of old age home / orphanage home at Kurnool during financial year 2022-23 and spent nearly Rs. 5 crores for acquisition of land, construction of compound wall etc. During financial year 2023-24, the Company had not spent any amount on this on going project and will be spen in next year.The details of CSR expenditure, constitution of CSR committee are annexed to this report. (Annexure – G).

Auditors:

Statutory Auditors:

M/s S T Mohite & Co., Chartered Accountants (Firm registration number 011410S ) were appointed as the statutory auditors of the Company to hold office for five consecutive years from the conclusion of the 17^th Annual General Meeting of the Company held on September 29, 2022, till the conclusion of 22^nd Annual General Meeting to be held in 2027, as required under Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

There are no qualifications, reservation or adverse remark or disclaimer made in the audit report for the financial year 2023-24.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had re-appointed M/s. Geeta Serwani & Associates, Practicing Company Secretary, Hyderabad to undertake the Secretarial Audit of the Company for the Financial Year 2023-24. The Report of the Secretarial Audit Report is annexed to this report (Annexure- I ). The report does not contain any qualification , reservation or any adverse remark.

Cost Auditors:

As per section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audits) Rules,2014 as amended, the Board of Directors of your Company on recommendation of the Audit Committee appointed Sri Thota SSV Santhosh Kumar , Cost Accountants as the Cost Auditors to carry out the cost audit of products of the Company . The remuneration of cost auditors has been approved by the Board of Directors on the recommendation of Audit Committee and the requisite resolution for ratification of remuneration of cost auditors by the members has been set out in the notice of 19^th Annual General Meeting of your Company.

The cost audit report for the financial year ended March 31, 2023 issued by M/s. Santhosh & Associates, Cost auditors in respect of various products prescribed under Cost Audit Rules does not contain any qualification, reservation and the same was filed with Ministry of Corporate Affairs. The cost audit report for the financial year ended March 31 , 2024 is being submitted shortly.

Prevention of Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

As per the requirement of the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act ) and rules made thereunder, your Company has adopted a policy .The policy can be accessed at Company's website https://www.srhhl.com/wp-content/uploads/2024/07/Anti-Sexual-Harassment-Policy-2023-file.pdf.

During the year under review , no case was filed under the POSH Act.

Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

There are no material changes which affects the financial position of the Company according to the date of financial year and the date of its report .

Particulars of Employees:

Except Sri T G Bharath, Chairman & Managing Director ,no employee of the Company is drawing remuneration as prescribed under Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014.

Particulars of Remuneration:

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of Companies Act,2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 :

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

(ii) The percentage increase in remuneration of each Director, Chief financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

(iii) The percentage increase in the median remuneration of employees in the financial year - 5.61%.

(iv) The number of permanent employees on the rolls of Company - 396. (v) Average percentile increase already made in the salaries of employees other than managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: The average increase in salaries of employees other than managerial personnel in 2023-24 was 5.61%.

Percentage increase in the managerial remuneration for the year is Nil (vi) Affirmation that the remuneration is as per the remuneration policy of the Company : YES

Acknowledgements:

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from Customers, Banks, Suppliers, Shareholders, Government departments and other statutory authorities and others associated with the Company. Your directors also wish to place on record their appreciation for the contributions made by employees at all levels , during the year under review.

For and on behalf of the Board