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SRF Ltd

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BSE Code : 503806 | NSE Symbol : SRF | ISIN : INE647A01010 | Industry : Chemicals |


Directors Reports

Dear Members,

Your Directors are pleased to present the 53rd Annual Report for the year ended March 31, 2024.

Financial Results

(' in Crores)

Particulars Standalone Consolidated
2023-24 2022-23 2023-24 2022-23
Revenue from operations 10,786.67 12,073.84 13,138.52 14,870.25
Other income 119.42 106.06 83.02 74.93
Total Income 10,906.09 12,179.90 13,221.54 14,945.18
Profit Before Interest, Depreciation & Tax (PBIDT) 2,509.33 3,300.12 2,667.13 3,604.13
Less: Interest & Finance Charge 235.60 175.82 302.29 204.82
Less: Depreciation and amortisation charge 555.85 468.44 672.62 575.32
Profit Before Tax (PBT) 1,717.88 2,655.86 1,692.22 2,823.99
Less: Provision For Taxation including Deferred Tax Charge 343.85 632.50 356.51 661.65
Profit After Taxation (PAT) 1,374.03 2,023.36 1,335.71 2,162.34
Add: Profit Brought Forward 7,643.98 5841.95 8726.97 6785.77
Total 9018.01 7865.31 10062.68 8948.11

Appropriation

Particulars Standalone Consolidated
2023-24 2022-23 2023-24 2022-23
Interim dividend on Equity Shares 213.43 213.43 213.43 213.43
Other comprehensive income arising from remeasurement of defined benefit obligation 3.43 7.90 4.73 7.71
Amount transferred to Debenture Redemption Reserve - - - -
Profit carried to Balance Sheet 8,801.15 7,643.98 9,844.52 8,726.97

Operations Review

Total revenue from operations of the Company on standalone basis decreased by 10.66 per cent from ' 12,073.84 Crores in 2022-23 to ' 10,786.67 Crores in 2023-24. The profit before interest, depreciation and tax (PBIDT) including 'other income' on a standalone basis decrease from to ' 3,300.12 Crores in 2022-23 to ' 2,509.33 Crores in 2023-24.

Profit before tax (PBT) from continuing operations on a standalone basis decreased by 35.32 % per cent from ' 2,655.86 Crores in 2022-23 to '. 1,717.88 Crores in 2023-24. After accounting for the provision for tax of ' 343.85 Crores, profit after tax (PAT) on continuing operations on a standalone basis decreased by 32.09 per cent from ' 2,023.36 Crores in 2022-23 to ' 1,374.03 Crores in 2023-24

Total revenue from operations of the Company on consolidated basis decreased by 11.65 per cent from ' 14,870.25 Crores in 2022-23 to ' 13,138.52 Crores in 2023-24. The profit before interest, depreciation and tax (PBIDT) including 'other income' on a consolidated basis decreased from ' 3,604.13 Crores in 2022-23 to ' 2,667.13 Crores in 2023-24.

Profit before tax (PBT) from continuing operations on a consolidated basis decreased by 40.08 per cent from ' 2,823.99 Crores in 2022-23 to ' 1,692.22 Crores in 2023-24. After accounting for the provision for tax of ' 356.51 Crores, profit after tax (PAT) on continuing operations on a consolidated basis decreased by 38.23 per cent from ' 2,162.34 Crores in 2022-23 to ' 1,335.71 Crores in 2023-24.

Equity Dividend

During the year, your Company has paid two interim dividends of ' 3.60 per share each amounting to' 213.43 Crores. The Board of Directors of the Company has not recommended any final dividend.

Transfer to Reserves

In view of the statutory provisions of the Companies Act, 2013 the Board of Directors has decided not to transfer any amount to the reserves consequent to declaration of above Interim dividends.

Share Capital

During the year, there was no change in the paid-up share capital of the Company. The paid-up share capital of the Company stood at ' 296,42,48,250 divided into 29,64,24,825 equity shares of ' 10/- each.

Non-Convertible Debentures

During the year, the Company has not issued any Non-Convertible Debentures.

As per erstwhile Regulation 50B of SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (NCS Regulations) read with Operational Circular dated August 10, 2021, a large corporate borrower was required to raise a minimum of 25% of their incremental borrowings in a financial year through issuance of debt securities which were to be met over a contiguous block of three years from Financial Year (FY) 2022 onwards. SRF Limited qualified as a large corporate borrower in terms of the said regulations. During FY24 the Company has raised an incremental borrowing of ' 200 Crores on March 26, 2024 and compliance with respect to Regulation 50B would have been met in the subsequent financial year.

As per SEBI Circular No. SEBI/HO/DDHS/ DDHS-RACPOD1/P/CIR/2023/172 dated October 19, 2023, the Company no longer falls under the definition of a Large Corporate Borrower, Hence the Company is not required to issue any debt securities. The aboveexplanation is intended to meet the requirements laid down under the Regulation 50B of SEBI read with aforesaid circular.

Management Discussion and Analysis

A detailed section on the Management Discussion and Analysis forms part of the Annual Report. A review of the Businesses is also given in that section.

Business Responsibility and Sustainability Report

ESG Report for FY 2023-24 containing the Environment, Social and Governance initiatives taken by the Company during the year forms part of the Annual Report. As stipulated under the Securities and Exchange Board of India (LODR) Regulations, 2015 ("Listing Regulations"), the Business Responsibility Sustainability Report has been prepared for 2023-24 and is presented along with the above ESG Report.

Subsidiaries, Joint Ventures and Associate companies

As on March 31, 2024, your Company had 8 (eight) wholly owned subsidiary companies out of which 2 (two) wholly owned subsidiary companies are registered in India and remaining 6 (six) are registered outside India. 3 (three) of these are direct wholly owned subsidiaries and rest 5 (five) are step-down wholly owned subsidiaries. The consolidated profit and loss account for the period ended March 31, 2024 includes the profit and loss account for these 8 (eight) wholly owned subsidiaries for the Financial Year ended March 31, 2024.

These subsidiaries are: -

1. S RF Global B.V. is a wholly owned subsidiary of the Company incorporated in the Netherlands. This entity is an SPV formed for the purpose of holding investments and mobilizing funds for the 5 (five) step-down subsidiaries of the Company.

2. S RF Industries (Thailand) Ltd. (a wholly owned subsidiary of SRF Global BV) is incorporated in Thailand and engaged in the manufacture and distribution of packaging films.

3. SRF Flexipak (South Africa) (Pty) Ltd. (a wholly owned subsidiary of SRF Global BV) is incorporated in South Africa and engaged in manufacture and distribution of packaging films.

4. S RF Industex Belting (Pty) Ltd. (a wholly owned subsidiary of SRF Global BV) is incorporated in South Africa and presently engaged in the business of trading in packaging films in South Africa and other neighbouring countries.

5. SRF Europe Kft (a wholly owned subsidiary of SRF Global BV) is incorporated in Hungary to undertake the manufacture of packaging films in Hungary.

6. SRF Middle East LLC (a wholly owned subsidiary of SRF Global BV) incorporated in UAE during the year. It is engaged in business of trading in refrigerant gases in Middle East.

7. SRF Holiday Home Ltd. is a wholly owned subsidiary of the Company incorporated in India. This company is engaged in the business of acquisition and renting of real estate properties.

8. S RF Altech Limited is a wholly owned subsidiary of the Company incorporated in India. It is engaged in the business of manufacture of Aluminium foil.

The consolidated financial statements of the Company prepared in compliance with applicable Accounting Standards and other applicable laws including all the above subsidiaries duly audited by the statutory auditors are presented in the Annual Report.

No subsidiaries were divested during the year. No company has become/ceased to be a joint venture or associate during the year. A report on performance and financial position of each of the subsidiaries and associates is presented in a separate section in this Annual Report. Please refer (AOC-1) annexed to the financial statements in the Annual Report at page no. 434. The Policy for determining material subsidiaries as approved may be accessed on the Company's website at the link: https:/ / www.srf.com/w p-content/ uploads/2021/04/2019-02-04-SRF-Limited-Policy- on-Material-Subsidiary-Companies.pdf

The annual accounts of the subsidiary companies will also be kept open for inspection at the registered office of the Company and of respective subsidiary companies. Further, the annual accounts of the

subsidiaries are also available on the website of the Company viz. www.srf.com

Directors & Key Managerial Personnel

During the year, the Members of the Company at the 52nd Annual General Meeting held on June 30 2023, had re- appointed Ms. Bharti Gupta Ramola as Independent Director of the Company for a further period of 5 years w.e.f. February 04, 2024 and Mr. Puneet Yadu Dalmia & Mr. Yash Gupta as Independent Directors of the Company for a further period of 5 years each w.e.f. April 1, 2024.

Mr. Lakshman Lakshminarayan (DIN: 00012554) and Mr. Tejpreet S Chopra (DIN: 00317683) completed their second term as Independent Directors on the closing of business hours of March 31, 2024 and accordingly ceased to be Independent Directors and Members of the Board of Directors of the Company. The Board of Directors place on record their deep appreciation for the wisdom, knowledge and guidance provided by Mr. Lakshman Lakshminarayan and Mr. Tejpreet S Chopra during their tenure.

Mr. Vellayan Subbiah, Director (DIN: 01138759), is retiring by rotation and being eligible, offers himself for re-appointment.

The Board on the recommendation of Nomination and Remuneration Committee has recommended the proposals for appointment of Mr. Vineet Agarwal (DIN: 00380300) and Ms. Ira Gupta (DIN: 07517101) as Independent Directors for a period of 5 years each w.e.f. April 1, 2024 for approval of the shareholders through special resolution(s) at the forthcoming Annual General Meeting.

Brief resume of the Directors who are proposed to be appointed/reappointed is furnished in the explanatory statement to the notice of the ensuing Annual General Meeting.

The Board confirms that independent directors appointed during the year possess the desired integrity, expertise and experience. They are also independent of the management. The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors' Databank maintained with the Indian Institute of Corporate

Affairs ('IICA') in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014. Some of the Directors are exempt from the requirement to undertake the online proficiency self-assessment test conducted by IICA and the remaining have cleared the Online Proficiency Test as prescribed under Companies (Appointment and Qualifications of Directors) Rules, 2014 as amended.

All the Independent Director(s) have submitted the declaration of meeting the criteria for independence as provided in Section 149(6) of the Companies Act, 2013 and rules applicable thereunder and as per the SEBI Regulations.

In accordance with the requirements of the

Companies Act and the Listing Regulations, the Company has formulated a Nomination, Appointment and Remuneration Policy. A copy of the Policy is enclosed as Annexure I and on the website of the Company at the link: https://www.srf.com/investors/ corporate-governance/

In accordance with the aforesaid Policy, the

Nomination and Remuneration Committee evaluates the performance of the Executive Directors, NonIndependent non- executive Director and Independent Directors based on the criteria more particularly described in the enclosed Nomination, Appointment and Remuneration policy. Board evaluates, its own performance, performance of the Chairman and the performance of its Committees on the criteria more particularly described in the said policy.

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link https://www. srf.com/wp-content/

uploads/2023/04/Familarisation-programme- for-Independent-Directors.pdf

During the year 2023-24, Five meetings of the Board of Directors were held. For further details, please refer to report on Corporate Governance on page no. 196 of this Annual Report.

Directors' Responsibility Statement

Pursuant to the requirements of Section 134(3)(c) of the Companies Act, 2013, it is hereby confirmed that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had 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;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) 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 ; and

(f) 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.

Contracts and Arrangements with Related Parties

All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms' length basis or as approved by the Audit Committee /Board in accordance with the requirements of the Companies Act and Listing regulations. These contracts/ arrangements/ transactions were entered in accordance with the Transfer Pricing Policy/ basis approved by the Audit Committee and/or in accordance with the Omnibus approval of the Audit Committee. During the year, the Company had not

entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the Policy on Materiality of Related Party Transactions. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 ('the Act') in Form No. AOC-2 is not applicable to the Company for FY 2023-24 and hence the same is not provided.

Your Directors draw attention of the members to Note 32 to the notes to accounts forming part of the financial statements which sets out related party transaction disclosures.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

Particulars of loans given, investments made, guarantees given and securities provided alongwith the purpose for which the loan or guarantee or security was proposed to be utilised by the recipient are provided in the standalone financial statement (Please refer to Note 40(d) of Additional Disclosures forming part of the standalone financial statement).

Corporate Social Responsibility (CSR)

As per the requirements of the Companies Act, 2013, the Company has a Corporate Social Responsibility Committee comprising of Mr. Kartik Bharat Ram, (Chairman of the Committee), Mr. Yash Gupta, Mr. Lakshman Lakshminarayan, (ceased on March 31, 2024), and Ms. Ira Gupta, Independent Director (w.e.f April 1, 2024) as other members.

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the projects to be undertaken by the Company, which has been approved by the Board.

The CSR Policy may be accessed on the Company's website at the link https:// www.srf.com/wp-content/uploads/2023/05/ SRF-Corporate-Social-Responsibility- policy-08-05-2023.pdf

As per the requirements of section 135 (5) of the Companies Act 2013, the CSR Obligation for FY 2023-24 was ' 41.04 Crores. The Board upon recommendations of CSR Committee approved the

Annual CSR budget of ' 41.04 Crores for the financial year 2023-24 to be spent in accordance with the Annual Plan, as amended, recommended by the CSR Committee and approved by the Board. Out of the said budget, an amount of ' 31.50 Crores was spent during the year and an amount of ' 9.51 Crores which has been allocated to ongoing projects has been transferred to SRF Limited-Unspent CSR Account- 2023-24 which will be spent on those projects during the next three financial years. A credit of ' 0.03 Crores (appx) has been availed out of the carried forward credit from the previous three years of excess CSR spent over and above the CSR obligation for one or more of those financial years.

Annual Report on CSR activities for financial year 2023-24 is annexed herewith as Annexure II.

Risk Management

The company has a well-established risk management framework to identify, assess and frame a response to threats that can affect its business objectives and stakeholder The risk management process consists of risk identification, risk assessment, risk prioritization, risk treatment or mitigation, risk monitoring and documenting the new risks.

The risks identified by the company are broadly fall into the following categories viz. strategic risks, operational risks, regulatory risks, financial and reporting risks, IT & Cyber risks, sectoral risks, and sustainability including ESG Risk.

Further, to oversee key risks and assist in efficient management of risk management process, the Board has constituted a Risk Management Committee consisting of Mr. Ashish Bharat Ram as Chairman, Mr. Kartik Bharat Ram and Ms. Bharti Gupta Ramola as members of the Committee. In the opinion of your Board, none of the risks which have been identified may threaten the existence of the Company.

Internal Financial Controls

The Company believes that Internal Control is a necessary concomitant of the principle of Governance and remains committed to ensuring an effective Internal Control environment that provides assurance to the Board of Directors, Audit Committee, and the management that there is a structured system of:

• close and active supervision by the Audit Committee

• business planning and review of goals achieved

• evaluating & managing risks

• policies and procedures adopted for ensuring orderly Financial Reporting

• timely preparation of reliable Financial Information

• accuracy and completeness of the Accounting Records

• ensuring legal and regulatory compliance

• protecting company's assets

• prevention and detection of fraud and error

• validation of IT Security Controls

Interrelated control systems, covering all financial and operating functions, assure fulfilment of these objectives.

Significant features of these control systems include:

• Phe planning system that ensures drawing up of challenging goals and formulation of detailed strategies and action plans for achieving these goals.

• Phe risk assessment system that accounts for all likely threats to the achievement of the plans and draws up contingency plans to mitigate them.

• Phe review systems track the progress of the plan and ensure that timely remedial measures are taken, to minimise deviations from the plan.

The Company uses Enterprise Resource Planning (ERP) supported by in-built controls that ensures reliable and timely financial reporting. Well-established & robust internal audit processes both at the Corporate and Business levels continuously monitor the adequacy and effectiveness of the Internal Controls and status of compliance with operating systems, internal policies, and regulatory requirements. All Internal Audit findings and control systems are periodically reviewed by the Audit Committee of the Board of Directors, which provides strategic guidance on Internal Controls.

The Company also has a robust & comprehensive framework of Control Self-Assessment (CSA) which continuously verifies compliance with laid down policies & procedures and help plug control gaps, CSA comprises Automated and Manual Controls. CSA Assurance Testing completes the control compliance loop. In addition to this, Compliance Manager (CM) a facilitating tool sends pre-emptive alert to meet specific calendared regulatory deadlines in the company.

Listing of Equity Shares

SRF's equity shares are listed at the BSE Ltd. and the National Stock Exchange of India Ltd.

SRF Limited Long term Share based Incentives Plan, 2018

During the year, no equity shares were allotted under Part B- SRF ESPS, 2018 of the SRF Long Term Share Incentive Plan, 2018 to an eligible employee. There has been no change in the said Plan which was approved by the shareholders through postal ballot dated February 26, 2018. The said Plan is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The disclosures prescribed under the said Regulations are given below:

a. In terms of the "Guidance Note on accounting for employee share based payments" issued by ICAI and Ind AS 102, note no. 34 on Employee Share Based Payments forms part of the notes to standalone annual accounts appearing on page no. 301 of the Annual Report 2023-24. Note No. 1.B.16 forming part of the Accounting Policies which refers to this is also appearing on page no. 248 of the Annual Report 2023-24.The same are also reproduced in the "Investors Section" of the website (www.srf.com). The weblink for the same is https://www.srf.com/investors/ corporate-governance/

b. During financial year 2018-19, 2021-22 and 2022-23 shares under Part B- SRF ESPS, 2018 of the SRF Long Term Share Incentive Plan, 2018 were issued directly to the eligible employees as decided by the Board/Nomination and Remuneration Committee of the Company. Basic and diluted EPS for 2023-24 was ' 46.35 per Share.

c. Other Disclosures mandated by the said circular are given in Annexure III.

Certificate from the Sanjay Grover & Associates, Company Secretaries, Secretarial Auditors of the Company dated May 07, 2024 that SRF Limited Employees Long term Share Based Incentive Plan, 2018 has been implemented in accordance with these regulations and in accordance with the special resolution approved by the shareholders through postal ballot, result of which was declared on March 26, 2018 shall be placed in the forthcoming Annual general meeting.

Dividend Distribution Policy

In compliance with the Listing Regulations, your Board had formulated a Dividend Distribution Policy. A copy of the said policy is available on the website of the Company at https://www.srf.com/wp-content/ uploads/2020/11/Dividend-Distribution-Policy.pdf

Corporate Governance

Certificate of the auditors of your Company regarding compliance of the conditions of corporate governance as stipulated in regulation 34(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to the report as Annexure IV.

In compliance with the requirements of the regulation 17(8) of the aforesaid regulations, a certificate from Chairman and Managing Director and President & CFO was placed before the Board.

All Board members and Corporate Leadership Team (CLT) have affirmed compliance with the Code of Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Chairman and Managing Director is enclosed as a part of the Corporate Governance Report. A copy of the Code is also placed at the website of the Company at https://www.srf.com/wp-content/ uploads/2020/11/Code-of-Conduct-for-Directors-and- Senior-Management-Personnel.pdf

Consolidated Financial Statement

The consolidated financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) to comply with the Accounting Standards specified under Section 133

of the Companies Act, 2013, read with Companies (Indian Accounting Standards) Rules, 2015 and other relevant amendments issued thereafter of the Act.

Audit Committee

As on date, the Audit Committee comprises of Independent Directors namely, Ms. Bharti Gupta Ramola (Chairperson of the Committee), Mr. Raj Kumar Jain and Mr. Yash Gupta as other members. All the recommendations made by the Audit Committee were accepted by the Board. Mr. Lakshman Lakshminarayan ceased to be the Chairman of Audit Committee w.e.f closing of business hours of 31st March 2024 and Mr. Yash Gupta was appointed as a member w.e.f April 01, 2024.

Accounts and Audit

M/s B S R & Co. LLP, Chartered Accountants (Registration No. 101248W/W-100022) were re-appointed as Statutory Auditors for 5 years in 52nd annual general meeting to hold office from the conclusion of 52nd Annual General Meeting until the conclusion of 57th annual general meeting.

The observations of the auditors are explained wherever necessary in appropriate notes to the accounts. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

Vigil Mechanism

In compliance with the provisions of the Companies Act, 2013 and Listing Regulations, the company has established a vigil mechanism for directors, employees and other stakeholders to report concerns about unethical behaviour, actual or suspected fraud or violation of the company's code of conduct.

The Vigil Mechanism of the Company consists of Code of Conduct for employees, Policy against sexual harassment, Whistleblower Policy, Code of Conduct to Regulate, Monitor and Report Trading by Insiders and Code of Conduct for Directors and Sr. Management Personnel. These taken together constitute the vigil mechanism through which Directors, employees and other stakeholders can voice their concerns. The Whistle blower Policy, Code of Conduct to Regulate, Monitor and Report Trading by Insiders and Code of Conduct for Directors and Sr. Management Personnel can be accessed on the Company's website at the link: https://www.srf. com/investors/corporate-governance/

Cost Audit

Pursuant to various circulars issued by Ministry of Corporate Affairs, the Company is required to maintain cost records for all the products being manufactured by it and get the same audited by a cost auditor.

M/s. H. Tara & Co., Cost Accountants, was appointed to conduct cost audit of the accounts maintained by the Company for the financial year 2024-25 in respect of all the relevant product groups of Technical Textiles Business and other Businesses of the Company.

M/s. Sanjay Gupta & Associates, Cost Accountant, was appointed to conduct cost audit of the accounts maintained by the Company for the financial year 2024-25 in respect of all the relevant product groups of Chemicals Business and Packaging Films Business of the Company.

M/s. Sanjay Gupta & Associates, Cost Accountant was nominated as the Company's Lead Cost Auditor.

The remuneration of the cost auditors for financial year 2024-25 is subject to ratification by the shareholders. Accordingly a suitable item has been included in the notice of the ensuing annual general meeting.

The Cost Audit reports for audit of the said products for the financial year 2022-23, conducted by M/s. H. Tara, Cost Accountants (M. No. 17321) and M/s Sanjay Gupta & Associates, Cost Accountants (M. No. 18672), have been filed with the Ministry of Corporate Affairs on August 17, 2023. The due date for filing was August 23, 2023.

Secretarial Auditor

The Board has appointed M/s Sanjay Grover & Associates, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith as Annexure V to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Further, Secretarial Compliance Report dated May 3, 2024 issued as per regulation 24A of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 was given by M/s Sanjay Grover & Associates,

Practising Company Secretary which was submitted to Stock Exchanges.

Reporting of Fraud

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

Personnel

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under section 197 (12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said Annexure is open for inspection at the registered office of the Company during business hours on working days upto the date of ensuing Annual general meeting. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary at cs@srf.com

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure VI.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo

The details as required under the Companies (Accounts) Rules, 2014 are given as Annexure VII to the Directors' report.

Annual Return

The Annual Return (MGT-7) of the Company as on 31.03.2024 is available on the following web link: https://www.srf.com/investors/

corporate-governance/

Industrial Relations

The Company continued to generally maintain harmonious and cordial relations with its workers in all its businesses.

Annual

Report 2023-24

Secretarial Standards

Applicable Secretarial Standards, i.e. SS-1 SS-2 and SS-3, relating to 'Meeting of the Board of Directors' 'General Meetings' and 'Dividend' respectively, have been duly followed by the Company.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there was no transactions on these items during the year under review :-

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. D either the Chairman and Managing Director/ Joint Managing Director nor Whole-time Director received any remuneration or commission from any of the Company's subsidiaries.

3. D o significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ('Act') and Rules made thereunder, your Company has constituted Internal Complaints Committees (ICC). During the year, no complaints were received.

Acknowledgements

Your Directors acknowledge with gratitude the co-operation and assistance received from various agencies of the Central Government and the Governments of Madhya Pradesh, Rajasthan, Tamil Nadu, Gujarat and Uttarakhand, financial institutions and banks. Your Directors thank the shareholders for their continued support. Your Directors also place on record their appreciation of the contribution made by employees at all levels.

For and on Behalf of the Board
Date: May 07, 2024 Ashish Bharat Ram Chairman & Managing Director
Place: Gurugram (DIN - 00671567)