Styrenix Performance Materials Ltd

Dear Members,

Your Directors have the pleasure in presenting the 51st Annual Report of your Company together with audited nancial statements for the year ended on March 31, 2024.

FINANCIAL PERFORMANCE

Your Company's nancial performance during the year ended March 31, 2024 as compared to previous nancial year is summarized below:

( in crores)

OPERATING RESULTS AND PROFIT

During FY 2023-24, revenue from operations stood at Rs. 2,222.17 Crore vs. Rs. 2,372.27 Crores in FY 2022-2023. PBITDA for FY 23-24 is INR 272.80 Crore (12.3%) vs. INR 290.31 Crore (12.2%) in previous year.

Your Company's pro t before tax in nancial year 2023-24 was 233.26 Crores as compared to a pro t before tax of 246.96 Crores in previous year and the Total Comprehensive Income for the nancial year 2023-24 was 173.29 Crores as compared to 183.65 Crores in the previous year.

DIVIDEND

Considering the performance of the Company and to appropriately reward the members, two interim dividends of 22/- per equity share (220%) and 48/- per equity share (480%) during the nancial year ended 31st March 2024 were declared by the Board of Directors on October 20, 2023 and on February 3, 2024 and the same was paid to shareholders in November 2023 and February 2024, respectively. During the nancial year ended March 31, 2024, the Members of the Company had also declared a Final dividend (for the nancial year 2022-23) of 24/- per equity share (240%) on August 10, 2023, which was paid in August 2023.

The Board of Directors is pleased to recommend a nal dividend of 28/- (280%) per share of Rs. 10 each on the paid up equity share capital of the Company, for consideration and approval of the shareholders at the forthcoming Annual General Meeting which shall be subject to deduction of applicable income tax at source and if approved, members whose name appear on the register of Members on August 12, 2024, will be entitled to the dividend.

The above dividend declared by the Company is in accordance with the dividend distribution policy of the Company. The Dividend Distribution Policy of the Company is available on the Company's website and can be accessed at https://styrenix.com/wp-content/uploads/2023/02/Dividend-Distribution-Policy-2023.pdf

TRANSFER TO RESERVES

The Company is not required to transfer any amount to its reserves and accordingly no amount is transferred to reserves during the year under review.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business during the nancial year 2023-24.

CHANGE OF NAME AND REGISTERED OFFICE OF THE COMPANY

During the year, there is no change in name and registered o ce of the Company. However, in the previous year 2022-23, consequent to the change of ownership and control, by virtue of acquisition of entire promoter shareholding from INEOS Styrolution APAC Pte Ltd by Shiva Performance Materials Private Limited, the name of the Company was changed from INEOS Styrolution India Limited to Styrenix Performance Materials Limited with e ect from January 05, 2023.

The Company, later, also shifted its registered o ce to the new o ce premises at 9th Floor, 'Shiva', Sarabhai Complex, Dr. Vikram Sarabhai Marg, Vadiwadi, Vadodara 390023 with e ect from May 26, 2023.

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), a Management Discussion and Analysis Report forms part of this Report and is annexed hereto. A review of the performance and future outlook of the Company and its businesses, as well as the state of the a airs of the business, along with the nancial and operational developments have been discussed in detail in the Management Discussion and Analysis Report, which forms part of this Report.

CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement forms part of theAnnual Report. The Company does not have any subsidiaries and hence is not required to publish Consolidated Financial Statements.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

O Appointments/Re-appointments

During the year under review

Board of Directors at their meeting held on February 3, 2024, upon recommendation of Nomination and Remuneration Committee, approved the re-appointment of Mr. Ravishankar Balakoteswararao Kompalli (DIN: 06458292) as a Whole-time Director of the Company, for a further term of 2 years beginning from April 1, 2024 to March 31, 2026, which was subject to approval of shareholders by Special Resolution. Later, the shareholders of the Company, approved the re-appointment of Mr. Ravishankar Balakoteswararao Kompalli (DIN: 06458292) as Whole-time Director of the Company, liable to retire by rotation and payment of remuneration for further term of 2 (Two) years starting from April 1, 2024 to March 31, 2026, by passing the Special Resolution through postal ballot on April 13, 2024.

Mr. Bhupesh P. Porwal was appointed as the Chief Financial O cer with e ect from November 10, 2023, consequent to resignation of Mr. Sanjeev Madan as a Chief Financial O cer of the Company w.e.f. September 19, 2023, and Mr. Chintan Doshi has been appointed as a Company Secretary & Compliance O cer of the Company with e ect from December 22, 2023 consequent to resignation of Mr. Abhijaat Sinha as the Head - Legal & Company Secretary of the Company w.e.f. December 8, 2023.

O Retirement by rotation

Mr. Vishal Agrawal - Jt. Managing Director (DIN: 00056800), the Executive and Non-Independent Director, who retires by rotation at the ensuing 51st Annual General Meeting and being eligible, o ers himself for re-appointment in terms of the Articles of Association of the Company.

O Policy on Directors' appointment and remuneration

The policy on Director's appointment and remuneration, including criteria for determining quali cations, positive attributes, independence of Director and also remuneration for key managerial personnel and other employees, forms part of the Corporate Governance Report annexed hereto.

MEETINGS OF BOARD OF DIRECTORS OF THE COMPANY

During the year, 8 (eight) Board meetings were convened and held. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of all Board/ Committee meetings held are given in the Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS

Mr. Milin Mehta, Mr. Premkumar Taneja, Mr. P. N. Prasad and Mrs. Radhika Nath are the Independent Directors on the Board of Directors of the Company as on March 31, 2024.

The Board of Directors of the Company hereby con rms that all the Independent Directors duly appointed by the Company, had given a certi cate stating that they met the criteria of independence as provided under the Act and the Listing Regulations and they have registered their names in the Independent Directors' Databank.

PERFORMANCE EVALUATION

The details of performance evaluation of Directors are stated in the section on Nomination and Remuneration Committee in the Corporate Governance Report annexed hereto.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Act, the Board of Directors of the Company con rms that: i) in the preparation of the annual accounts for the nancial year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures; ii) they have 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 a airs of the Company at the end of nancial year and of the pro t of the Company for that period; iii) they have taken proper and su cient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) they have prepared the annual accounts on a going concern basis; v) they had laid down internal nance controls to be followed by the Company and that such internal nancial controls are adequate and were operating e ectively; and vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating e ectively.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors comprises of atleast 2/3rd of its members as Independent Directors and is constituted as under, as on March 31, 2024:

The terms of reference of the Audit Committee, details of meetings held during the year and attendance of members are set out in the Corporate Governance Report.

During the year under review, the Board has accepted all recommendations of the Audit Committee and accordingly no disclosure is required to be made in respect of non-acceptance of any recommendation of the Audit Committee by the Board.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Directors are regularly informed during meetings of the Board and its Committees on the activities of the Company, its operations and issues faced by the industry. The details of familiarization programs provided to the Directors of the Company are available on the Company's website. https://styrenix.com/wp-content/uploads/2024/04/Familiarization_Programme_-Independent_Directors_2024.pdf

CHANGE IN SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES DURING THE YEAR

Neither the Company has any subsidiary /associate/ joint venture, nor any other company has become/ceased to be subsidiary/ joint venture/ associate company during the year under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no signi cant and material orders passed by the regulators or courts or tribunals impacting the going concern status and operations of the Company in future.

DEPOSITS

The Company has not accepted any deposit, within the meaning of Sections 73 and 74 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not granted any loans or made any investments or provided any guarantees or security to the parties covered under Sections 185 and 186 of the Act.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the applicable provisions of the Act, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('the Rules') as amended, all unpaid or unclaimed dividends which were required to be transferred by the Company to the IEPF were transferred to IEPF Authority. The Company has also transferred shares in respect of which dividend amount remained unpaid/unclaimed for a consecutive period of 7 (Seven) years or more to IEPF Authority within stipulated time. The details of unpaid/unclaimed dividend and the shares transferred to IEPF Authority are available on the Company's website at https://styrenix.com/investor-dividend-info/ The Company has already transferred unclaimed dividends and respective shares to the IEPF Authority upto the year 2015-16. Now, the next transfer would be due in the month of September 2024 and the Company would be making necessary announcements in this regard as per the prescribed timelines. All those shareholders who have not claimed dividends for the year 2016-17 onwards are requested to contact the Company regarding unclaimed dividends at the earliest.

CORPORATE GOVERNANCE

Your Company observes high standards of Corporate Governance in all areas of its functioning with strong emphasis on transparency, integrity and accountability. As required under the Listing Regulations, a detailed report on Corporate Governance along with the compliance certi cate from MD & CFO and a compliance certi cate thereon from a Practicing Company Secretary forms part of this report as Annexure - I. CORPORATE SOCIAL RESPONSIBILITY

In compliance with the requirements of Section 135 of the Act, the Company has constituted a 'Corporate Social Responsibility (CSR) Committee' and has also framed a CSR Policy. The details of the policy, composition of the Committee, CSR initiatives, CSR spending during the year etc., have been provided as Annexure - II to this report, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time. The amount required to be spent on CSR activities during the year ended March 31, 2024 in accordance with the provisions of Section 135 of the Act was 7,09,32,008 (Rupees Seven Crore Nine Lakh Thirty Two Thousand Eight Only) and your Company had spent an amount of 70,01,004 (Rupees Seventy Lakh One Thousand Four Only) towards CSR expenses and has transferred an amount of 6,39,31,004 (Rupees Six Crore Thirty Nine Lakh Thirty One Thousand Four Only) to the Unspent CSR Account for FY 2023-24 in respect of an ongoing project. The details of CSR expenditure are provided in Annexure - II.

The Company considers CSR as a part of its corporate philosophy and will continue to ensure that the amounts are adequately spent to ensure compliance in true spirit.

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors, KMPs and employees 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 given in Annexure - III to this Report. Statement containing Particulars of Employees pursuant to Section 197 of the Act and Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of the Annual Report. As per the provisions of Section 136 of the Act, the Reports and Financial Statements are being sent to shareholders of the Company and other stakeholders entitled thereto, excluding the Statement containing Particulars of Employees. Any shareholder interested in obtaining such details may write to the Company Secretary.

RISK MANAGEMENT POLICY

The details of the Risk Management Policy adopted by the Board of Directors and details of the Risk Management Committee of the Board of Directors are mentioned in the Corporate Governance Report.

PARTICULARS OF CONTRACTS AND AGREEMENTS MADE WITH RELATED PARTIES

All related party transactions which were entered into during the year under review were on arm's length basis and in the ordinary course of business. There were no materially signi cant related party transactions entered into by the Company with the Promoters, Directors or the Key Managerial Personnel, which may have a potential con ict with the interests of the Company.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act in the prescribed Form AOC-2, is provided as Annexure-IV forming part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement highlighting details of the conservation of energy, technology absorption and foreign exchange earnings and outgo, in accordance with Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is annexed hereto as Annexure-V and forms part of this report.

REPORTING OF FRAUDS

There have been no instances of fraud reported by the auditors under Section 143(12) of the Act and rules framed thereunder, either to the Company or to the Central Government.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TILL THE DATE OF THE REPORT

There have been no material changes which have occurred between the end of nancial year till the date of this report a ecting the nancial position of the Company.

ANNUAL RETURN

As required under Section 92(3) of the Act, the Company has placed a copy of the annual return on its website and the same is available in the Investors Section on the Company's website (www.styrenix.com). The Annual Return for the year will be updated once the same is led with the Registrar of Companies in due course.

BOARD DIVERSITY

Your Company recognizes and embraces the importance of a diverse Board in its success. We believe that a truly diverse Board will leverage di erences in thought, perspective, knowledge, regional and industry experience, age, ethnicity, race and gender, which will help retain our competitive advantage. The Board of Directors has adopted the 'Board Diversity Policy', which sets out the approach to diversity of the Board. The Board diversity policy is available on our website https://styrenix.com/wp-content/uploads/2023/04/Board-Diversity-Policy.pdf

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate system of internal controls in place. It has documented procedures covering all nancial and operating functions. These controls have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls, monitoring of operations, protecting assets from unauthorized use or losses, compliance with regulations and for ensuring reliability of nancial reporting. The Company has continued its e orts to align all its processes and controls with global best practices in these areas as well.

The Audit Committee of the Board of Directors, comprising of at least 2/3rd of its members as Independent Directors, regularly reviews the audit plans, signi cant audit ndings, adequacy of internal controls, compliance with accounting standards as well as reasons for changes in accounting policies and practices, if any.

SAFETY, HEALTH, AND ENVIRONMENT

Your Company gives the highest importance to Safety, Health and Environment (SHE), and encourages and promotes safety awareness in true letter and spirit as an integral part of its work culture.

Process Safety Management (PSM) is an integral part of all changes taking place in the process. Onsite emergency plans have been reviewed and updated by all divisions. Periodic mock drills are conducted at all divisions and reports indicate improved preparedness of employees.

To further strengthen the safety of overall operations and to promote a positive safety culture and transparency, your Company has introduced site speci c behavioral based safety (BBS) process at all its manufacturing locations and substantially invested for the improvement of process safety.

Apart from employees, the contractors and workmen are also given exhaustive training on safety, rst-aid and re ghting. The Company has appointed and trained safety stewards to promote safety in all divisions. A green belt in and around all factory premises has been maintained to enhance the eco-friendliness. We conduct our operations responsibly with a sustainable approach towards the environment.

As required in terms of the IS I4489 for Safety Audit for Industries, the SHE Policy of the Company is annexed hereto as Annexure-VI and forms part of this report.

POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place a policy on prevention of sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules framed thereunder and Internal Complaints Committees have also been set up at all locations to redress complaints received regarding sexual harassment. During the year, no complaint with allegations of sexual harassment was received by the Company.

STATUTORY AUDITORS

M/s. Talati & Talati LLP, Chartered Accountants (Firm Registration No. 110758W/W100377) were appointed as Statutory Auditors of the Company with e ect from August 22, 2023, to ll up casual vacancy caused by the resignation of M/s. Deloitte Haskins & Sells, Chartered Accountants (Registration No. 117365W) until the conclusion of the 51st Annual General Meeting, to be held in 2024. Hence at this 51st Annual General Meeting, Board of Directors of the Company recommends the Ordinary Resolution for appointment of M/s. Talati & Talati LLP, Chartered Accountants (Firm Registration No. 110758W/W100377) as Statutory Auditors of the Company, for a term of ve consecutive years beginning from the conclusion of 51st Annual General Meeting till the conclusion of 56th Annual General Meeting of the Company, to be held in the year 2029.

AUDITORS' REPORT

The observations made by the auditors in their report read with the relevant notes to the nancial statements for the year ended March 31, 2024, are self-explanatory and are devoid of any reservation, quali cation or adverse remarks.

SECRETARIAL AUDITOR

M/s. Devesh Pathak & Associates, Practicing Company Secretaries, Vadodara, were appointed as Secretarial Auditor to conduct the secretarial audit of the Company for the nancial year 2023-24, in terms of the requirements of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, framed there under. The secretarial audit report received from M/s. Devesh Pathak & Associates is annexed as Annexure - VII. COST RECORDS

The Company is required to maintain the cost records as speci ed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 and accordingly such accounts and records are prepared and maintained by the Company.

COST AUDITORS

Pursuant to Section 148 of the Companies Act 2013, the Board of Directors, based on the recommendation of the Audit Committee and upon receipt of their consent to act as Cost Auditors and their con rmation regarding the appointment being in accordance with Section 148 of the Act has appointed M/s. Kailash Sankhlecha and Associates, (Firm's registration no. 100221), Cost Accountants, as Cost Auditors of the Company, for the Financial Year 2024-25, for conducting the audit of the cost records maintained by the Company for the various products as mandated by the Central Government at a remuneration as mentioned in the notice convening the annual general meeting of the Company. The Audit Committee has also received a certi cate from the Cost Auditor certifying their independence and arm's length relationship with the Company. A resolution seeking members' rati cation for the remuneration payable to the Cost Auditors for the Financial Year 2024-25 forms part of the notice of the 51st Annual General Meeting of the Company and the same is recommended for your consideration and approval.

VIGIL MECHANSIM

As per the provisions of Section 177(9) of the Act read with clause 22(1) of the Listing Regulations, the Company is required to establish an e ective vigil mechanism for Directors and employees to report genuine concerns. The Company has a policy for prevention, detection and investigation of frauds and protection of whistleblowers ("Whistleblower Policy") in place and the details of the Company's Whistleblower Policy are provided in the Corporate Governance Report annexed hereto.

HUMAN RESOURCE AND INDUSTRIAL RELATIONS

Our employees are the most valuable assets of the Company. We encourage innovation, meritocracy and the pursuit of excellence. The human resource development function of the Company is guided by a spirit of corporate team building and dedication towards strengthening the Company's systems thereby improving e ciencies and registering growth. All personnel continue to have a healthy, cordial, and harmonious approach in problem solving and enhancing Company value at all levels. Despite uncertain economic conditions, the enthusiasm and unstinting e orts of the employees have enabled the Company to maintain leadership in its business areas. The industrial relations during the year remained cordial.

The Company has drawn up a comprehensive human resource strategy ("Human Resource Strategy") which addresses key aspects of human resource development such as:

- Code of conduct and fair business practices.

- A fair and objective performance management system linked to the performance of the businesses.

- Talent Management initiatives encouraging job rotation to enhance employee engagement.

- Evolution of performance-based compensation packages to attract and retain talent within the organization.

- Development of comprehensive training programs to impart and continuously upgrade the industry / function speci c skills, etc.

EMPLOYEE BENEFIT MEASURES UNDERTAKEN DURING THE YEAR

In order to achieve a highly streamlined and productive organization, a transparent and uniform HR policy with a well-de ned reporting structure and clear roles and responsibilities has been put in place. Necessary training based on identi ed needs have been set-up across all functions by the respective heads of departments to enhance the knowledge and competencies of our employees and are being updated and upgraded on a continuous basis. Other initiatives include an improvement of the working environment, the automation of HR processes including the outsourcing of the payroll processor and the implementation of a new Human Resource Management System have been initiated. Initiatives on improving employee engagement have been implemented with primary focus on employee health and welfare by enhancing the medical and term insurance facilities.

STATEMENT ON COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

The Company has complied with all the applicable provisions of mandatory Secretarial Standards, SS-1 and SS-2 issued by the Institute of Company Secretaries of India, during the year under review.

INSOLVENCY AND BANKRUPTCY CODE 2016

Neither any application is made, nor any proceeding is pending in respect of the Company under the Insolvency and Bankruptcy Code 2016.

CODE OF CONDUCT

The Company has suitably laid down the Code of Conduct for all Board members and senior management personnel of the Company. The declaration by MD of the Company relating to the compliance of aforesaid Code of Conduct forms part of the Annual Report.

ACKNOWLEDGEMENTS

We thank our customers, vendors, dealers, investors, business partners and bankers for their continued support during the year. We also place on record our appreciation of the contribution made by our employees at all levels, whose hard work, solidarity, cooperation, and support helped the transition of the Company's management and business during the year.