About SRF Ltd

SRF Limited is a chemical based multi-business entity engaged in the manufacturing of industrial and specialty intermediates. The Company is a market leader in most of its business segments in India and overseas. The Company has operations in four countries, India, Thailand, South Africa, and Hungary. SRF has commercial interests in more than ninety countries and classifies its businesses as Technical Textiles Business (TTB), Chemicals Business (CB), Packaging Films Business (PFB), and Other Businesses. The principal activities of the Company are manufacturing, purchase and sale of technical textiles, chemicals, packaging films and other polymers. SRF Limited (SRF) was incorporated on 9th January 1970 under the name of Shriram Fibres Ltd. The commencement of Nylon Tyre Cord Fabric Plant at Manali, Chennai was made by the company in the year of 1974, also introduced Fishnet Twines and Nylon Engineering Plastics in the same location during the year 1977 and 1979 respectively. During the year 1983 and 1986, the company commissioned Industrial Fabrics Plant and Coated Fabrics project respectively at Tiruchirapalli. In the identical year of 1986, SRF Finance Ltd was started its operations. In 1989, SRF had commissioned commercial production of fluorochemicals at Bhiwadi. The change in the name was made in the year 1990; the name of the company was changed from Shriram Fibres Limited to the present name SRF Limited. Total Quality Management (TQM) practice was adopted by the company in wide during the year 1993 itself. In the period of 1995, SRF took over the nylon tyre Cord plant of Ceat at Gwalior and also started Chloromethane production at Bhiwadi. The first overseas presence was made in the year 1996 by the way of formed operation plant in Dubai. The company divested SRF Finance Ltd to GE Capital in 1997 and acquired Tyre Cord Fabric conversion facility of Dupont at Gummidipoondi, Chennai during the year 2000. In 2001, SRF became one of the top ten suppliers of nylon tyre cord in the world and also commenced operations of SRF E-Biz, an e- procurement business. The Company's Polyester Films, Fishnet Twines and Engineering Plastics businesses spun off as a separate entity in the year 2002 under the name of SRF Polymers Ltd. Flurochemicals Business of the company at Bhiwadi awarded the prestigious OHSAS 18000 and SA 8000 certification for practicing environment safety in the period of 2003. During the year 2004, SRF had unlocked the Packaging Film Plant at Indore and Pharma Chemicals Business at Bhiwadi. Also in the identical year of 2004, Deming Application Prize awarded to the Industrial Synthetics Business. SRF became one of the top 3 manufacturers of belting fabrics in the world during the year 2005. The Captive Power Project at the company's Chemical Business, Jhiwana, had commissioned and capitalized in April of the year 2006. The project of holographic film plant of the company had commissioned in December of the year 2007 at an investment of approximately Rs. 10 crore. The product from this plant is used for luxury packaging segments. SRF has acquired two foreign companies during 2008, one in Thailand and the other one in South Africa. Thai based Thai Baroda Industries Limited (TBIL) is a tyre cord company and South Africa based Industex Technical Textiles (Pty) Limited is a manufacturer of belting fabrics. In 2012, SRF commissioned chemical complex at Dahej, Gujarat. With a vision of becoming a credible, global player in the Fluorochemicals business space, SRF acquired the Dymel HFC 134a regulated medical pharmaceutical propellant business from DuPont in January 2015. On 1 April 2016, SRF announced that its Board of Directors has approved an investment proposal for setting up of a pilot plant to manufacture next generation refrigerant gas, HFO 1234yf.The breakthrough initiative will make SRF the first technology developer outside US and Europe for manufacture of HFO 1234yf, which is expected to find increasing use in car air-conditioning systems globally in future. The Board of Directors of SRF, in tune with the company's strategic intent of expanding its chemicals business, approved two separate capex proposals aggregating Rs 345 crore at its meeting held on 8 August 2016. One of the proposals pertains to setting up a Multi-Purpose Plant for specialty chemicals at an estimated cost of Rs. 180 crore and the second one for Chloromethane (CMS) plant at an estimated cost of Rs. 165 crore in its Chemical Complex at Dahej in Gujarat. The second project that got approved in the Board, aims to double SRF's capacity for Chloromethanes to 80,000 tonnes per annum. On 2 November 2017, SRF Limited announced that it has reached a definitive agreement to acquire the HFC-125 assets from a global leader in the development, manufacture and supply of fluoroproducts. Under the agreement, SRF will own the HFC-125 assets and the technical know-how on an exclusive basis. The company plans to relocate the assets to India and set up the facility for manufacturing HFC-125 at its Chemical Complex in Dahej, Gujarat. With this acquisition, the company will gain the unique advantage of manufacturing all three major HFCs, namely HFC 134a, 32 and 125, which will be marketed under the company's FLORON brand. As on 31 March 2018, the Company had 5 wholly owned subsidiary companies whereby 1 wholly owned subsidiary company is registered in India and remaining 4 are registered outside India. 2 of these are direct wholly owned subsidiaries and rest 3 are step-down wholly owned subsidiaries. On 9 July 2018, SRF Limited announced the setting up of a second Bi-axially Oriented Polyethylene Terephthalate (BOPET) film line and a Resin plant in Thailand at an investment of approximately US$ 60 million. This new plant will be put up at the company's existing manufacturing location in Rayong, Thailand by its wholly owned subsidiary - SRF Industries (Thailand) Limited and is expected to become operational in close to two years. Once operational, the new line will be capable of producing approximately 40,000 metric tonnes per annum. With this capacity addition, the company will further strengthen its presence in the buoyant South East Asian region and expand its customer base in new geographies. As on 31 March 2019, the company had 6 wholly owned subsidiary companies whereby 1 wholly owned subsidiary company is registered in India and remaining 5 are registered outside India. 2 of these are direct wholly owned subsidiaries and rest 4 are step-down wholly owned subsidiaries. In March 2020, the World Health Organization declared COVID-19 to be a pandemic. Consequent to this, Government of India declared a national lockdown on 25 March 2020, which has impacted the business activities of the Company. During the year ended March 31, 2021 the Company has issued 17,64,705 fully paid up equity shares equivalent to 3.07% of the existing paid up equity capital of the Company to Qualified Institutional Buyers in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, These shares were issued at an issue price of Rs. 4250 per share for an aggregate consideration of Rs. 750 Crore. Pursuant to the approval given by the shareholders through Postal Ballot on 06 October 2021, the Board at its meeting held on 15 October 2021, issued and allotted 236,980,820 fully paid up Bonus Equity shares of Rs. 10 each in the ratio of 4:1 to the shareholders. As on March 31, 2022, Company had 7 wholly owned subsidiary companies out of which 2 wholly owned subsidiary companies are registered in India and remaining 5 are registered outside India. 3 of these are direct wholly owned subsidiaries and rest 4 are stepdown wholly owned subsidiaries. During the year 2022, the Board at its meeting held on October 15, 2021 allotted 23,69,80,820 Bonus Shares to the eligible shareholders of the Company in the proportion of 4 new fully paid-up equity share of Rs. 10/- each for every 1 existing fully paid-up equity share of Rs. 10/- each. During 2023, the Company commissioned Multi-Purpose Production (MPP4) facility, for agrochemical and pharmaceutical intermediates and a Thermal Oxidation facility at Dahej. The Second CMS Plant in Dahej got commissioned into the Fluorochemicals Business. It commissioned the 2nd BOPP Film Line and Metalliser at Indore, India. The Company's Belting Fabrics (BF) segment commissioned Solid Woven plant, further enhancing its product portfolio from 1,100 to 1,800 Metric Tonnes Per Month. Fluorochemicals Business commissioned new plants such as, chloromethanes, calcium chloride and a Captive Power Plant (CPP) in Dahej.

SRF Ltd Chairman Speech

Dear Shareholders,

It is a great privilege to be able to share my thoughts with you for the first time since taking over as the Chairman and Managing Director of SRF Limited in April 2022.

This year, we bid farewell to the patriarch of our Group, Mr. Arun Bharat Ram, who expressed his desire to step down as the Executive Chairman and Director of SRF Limited. The amount of value SRF has created under his leadership - is extraordinary, as he leaves behind a strong foundation for future generations. Having said that, SRF will continue to benefit from his valuable knowledge and wisdom from time-to-time as a mentor to the Board of Directors and the management.

As I take on the role of Chairman and Managing Director with a great sense of responsibility and humility, I look forward to leading SRF into the future with an outstanding team at my side.

Firmly rooted. Growing responsibly.

We chose "Firmly rooted. Growing responsibly" as the theme of our annual report this year as we prepare to shape our future growth journey based on a powerful combination of experience and energy. Experience of a Company that has succeeded for decades, and the energy of a young Company with fresh opportunities. SRF products touch millions of lives every day and we work hard to remain relevant and current to the customers we serve and respond appropriately to changes taking place in our environment.

As an organisation that continues to evolve, grow, and progress into the future, we are also making concerted efforts towards identifying our ESG (Environmental, Social and Governance) risks and opportunities. It was therefore imperative for us to adopt ESG as part of our Company aspirations. In March 2022, we introduced and launched our Company's new ASPIRATIONS 2030. The five pillars of our ASPIRATIONS 2030 are:

We will continuously strive to be known for our:

• Professional Reputation and Value System

• Customer Advocacy

• Innovation and Technology Leadership

• Operational Excellence

• Environment & Social Responsibility

Our efforts in ESG encompass management of water use, protecting ecosystems and reducing community impacts related to operations, among others. I invite you to read the ESG section of this report for more on our work towards our environmental responsibility.

Financial Performance

FY 2021- Rs 22 was an extraordinary year. Despite the ongoing COVID-19 pandemic, widespread supply bottlenecks, and increasingly higher energy and raw materials prices, we achieved robust operational and financial performance.

From a financial point of view, in FY 2021- Rs 22, the Company achieved a 58% increase in profit after tax at Rs 1,889 crore compared to Rs 1,198 crore last year. The Company's revenue for the year stood at Rs 12,434 crore as against Rs 8,400 crore in the previous year, recording an overall growth of 48%.

Business Performance

Let me now talk about some of the milestones achieved by each of our business segments during the year.

Chemicals Business

In FY 2021 - Rs 22, the Chemicals Business accomplished strong growth of 43.8% Year-over-Year (Y-o-Y) to achieve record revenues of Rs 5,240.8 crore.

Our Specialty Chemicals Business performed remarkably well in the year, driven by strong demand in both the exports and domestic markets. Our new product portfolio is being enhanced continuously, which also helps us expand and strengthen our customer base further. Our customers are demanding more-and-more complex molecules, a demand that is being met by our robust in-house R&D team, giving the Company an overall edge in the marketplace. With rapid strides in the development of new products and process technologies, we launched four new products in the agrochemicals and two in the pharmaceuticals segment during the year. In addition, we are also seeing traction in the Active Ingredients (AI) space and building our capabilities on this front.

As we grow our revenues, we will continue to invest in this business to sustain healthy growth rates over the next few years. In this regard, I am pleased to share that the Board of Directors have approved the setting up of dedicated facilities to produce agrochemicals intermediates at Dahej, Gujarat, at a cost upwards of Rs 200 crore. In addition to that, the Board approved a project to set up a Pharma Intermediates Plant (PIP) at a cost of Rs 190 crore, which will strengthen SRF's pharma capabilities. Similar investments alongside improved efficiencies, optimum utilisation of capacities, and other initiatives to reduce the environmental costs of manufacturing were also announced throughout the year.

Overall, as India's largest specialty chemicals player, SRF, in FY 2021- Rs 22, continued to maintain its 'preferred partner' status with most of its marquee global customers.

Poised for sustainable growth, our Fluorochemicals Business delivered a strong performance during the year. This was largely on account of higher volumes in refrigerants, blends, and chloromethanes, in both the domestic and exports markets. Our capabilities on backward integration allow us to control costs as well as propel the business forward.

As an organisation that continues to evolve, grow, and progress into the future, we are also making concerted efforts towards identifying our ESG (Environmental, Social and Governance) risks and opportunities.

Furthermore, in our constant endeavour to offer cutting-edge products to our customers, we enhanced our portfolio by introducing Anhydrous Hydrogen Chloride (AHCL) for pharmaceutical applications and ramping-up production of other key products in the Industrial Chemicals segment. Our Pharma propellant, which is sold under the brand name of Dymel? HFA 134a/P witnessed a significant increase in sales, expanding to new geographies and consolidating its customer footprint across the globe.

With large capex such as Polytetrafluoroethylene (PTFE), chloromethane (CMS), etc. likely to capitalise in the next few quarters, we are looking forward to exciting times ahead in the Fluorochemicals Business.

Packaging Films Business

In FY 2021 - Rs 22, our Packaging Films Business witnessed robust growth of 45.2% Y-o-Y to achieve record revenues of Rs 4,779.2 crore. Both our domestic and international facilities delivered strong performance and contributed to the overall growth. Over-the-years, SRF's Packaging Films Business has established itself as a renowned player in the worldwide packaging industry, with a growing market presence across 100+ countries with multi-country and multi-substrate presence. This is a result of the Business' 'Easy to do Business with' philosophy, our geographical spread, along with continued focus on enhancing efficiencies, innovative practices, and cost- competitiveness.

During the year, the Company made an important announcement to further enhance our leadership position in this segment. We have allocated a capex of Rs 425 crore to set up an Aluminium Foil manufacturing facility near Indore in Madhya Pradesh, India, which is expected to be commercialised in approx. 20 months. Our new BOPP film line, which is currently under construction in Indore is also on track and expected to be commissioned in the forthcoming quarter.

I am also happy to share that during the year, our Packaging Films Business was recognised with two prestigious awards. Our facility at Indore was conferred the Quality Sustainability Award at the international convention, organised by the International Academy for Quality (IAQ). SRF FLEXIPAK, our South African facility received the 'Sword of Honour' from the British Safety Council, demonstrating our emphasis on superior Environment, Health, Safety (EHS) practices.

As a market leader, our focus on sustainability initiatives is our responsibility and we will continue to work towards innovating films that have a lower environmental footprint. We aim to foster the 'Circular Economy' where we increasingly bring waste materials back into the economy.

Technical Textiles Business

In FY 2021 - Rs 22, our Technical Textiles Business demonstrated promising results of 68.1% Year-overYear to achieve healthy revenues of Rs 2,085.2 crore. This was achieved on the back of highest-ever sales volumes from the Belting Fabrics and the Polyester Industrial Yarn segments. This contributed to partially offsetting the weak demand for Nylon Tyre Cord Fabrics. Overall, the Company is actively focusing on improving its operational efficiency and productivity paraments in this segment.

Other Businesses

In our Other Businesses, SRF continues to maintain market leadership in the Coated Fabrics Business, with a high-volume share driven by improved sourcing initiatives and plant efficiency. In the Laminated Fabrics Business, SRF retained its price & volume leadership, with the facility operating at full capacity, achieving its highest-ever sales in the fourth quarter. However, realisations in this segment were adversely impacted by the continuing surplus supply situation.

Our People are our Real Assets

I would like to emphasise at this point that our passionate workforce is our core business asset. I want to thank the employees of SRF for their hard work, dedication, and resilience in scripting our success story.

As most of our teams have now returned to our offices, I have had the opportunity to rediscover the collaborative culture that makes us such a unique and extraordinary Company.

Expanding our Community Impact

SRF Foundation, the CSR arm of SRF, has deep expertise in supporting transformative education initiatives at local and grassroot levels, including improving student-learning outcomes for more than one lakh fifty thousand students in India. We also go beyond traditional education by imparting vocational skill training to the youth, making them employable and contributing citizens of our country.

More importantly, our employees worldwide share our passion for community service. They volunteer and leverage their skills and experience to make a difference in the world. I am grateful to my team for their commitment towards making a positive change in our society.

In closing

On behalf of the Board and management, I thank you, our shareholders, for your continued support. I am confident that, with the actions we have outlined to continue driving growth, we will create long-term and sustainable value for our stakeholders.

Your Directors are pleased to present the 52^nd Annual Report for the year ended March 31, 2023.

('Rs in Crores)

('Rs in Crores)

Total revenue from operations of the Company on standalone basis increased by 21.30% per cent from Rs 9,953.44 Crores in 2021-22 to Rs 12,073.84 Crores in 2022-23. The profit before interest, depreciation and tax (PBIDT) including 'other incomeRs on a standalone basis increased from Rs 2,668.72 Crores in 2021-22 to Rs 3,300.12 Crores in 2022-23.

Profit before tax (PBT) from continuing operations on a standalone basis increased by 23.24% per cent from Rs 2,155.04 Crores in 2021-22 to Rs 2,655.86 Crores in 2022-23. After accounting for the provision for tax of Rs 632.50 Crores, profit after tax (PAT) on continuing operations on a standalone basis increased by 34.26 per cent from Rs 1,507.01 Crores in 2021-22 to Rs 2,023.36 Crores in 2022-23

Total revenue from operations of the Company on consolidated basis increased by 19.60 per cent from Rs 12,433.66 Crores in 2021-22 to Rs 14,870.25 Crores in 2022-23. The profit before interest, depreciation and tax (PBIDT) including 'other incomeRs on a consolidated basis increased from Rs 3,218.71 Crores in 2021-22 to Rs 3,604.13 Crores in 2022-23.

Profit before tax (PBT) from continuing operations on a consolidated basis increased by 9.22 per cent from Rs 2,585.55 Crores in 2021-22 to Rs 2,823.99 Crores in 2022-23. After accounting for the provision for tax of Rs 661.65 Crores, profit after tax (PAT) on continuing operations on a consolidated basis increased by 14.47 per cent from Rs 1,888.92 Crores in 2021-22 to Rs 2,162.34 Crores in 2022-23.

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 dividend.

During the year, the Board allotted 3,800 equity shares of Rs 10/- each at par under Part B- SRF ESPS, 2018 of the SRF Long Term Share Incentive Plan, 2018 to an eligible employee on July 21, 2022.

In view of the above, the paid up share capital of the Company increased from Rs 2,96,42,10,250 divided into 29,64,21,025 equity shares of Rs 10/- each to Rs 2,96,42,48,250 divided into 29,64,24,825 equity shares of Rs 10/- each.

During the year, the Company redeemed Listed, Rated, Secured, Taxable, Redeemable Non-Convertible Debentures of Rs 250 Crores on September 16, 2022.

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

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.

ESG Report for FY 2022-23 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 2022-23 and is presented along with the above ESG Report.

As on March 31, 2023, your Company had 7 (seven) wholly owned subsidiary companies out of which 2 (two) wholly owned subsidiary companies are registered in India and remaining 5 (five) are registered outside India. 3 (three) of these are direct wholly owned subsidiaries and rest 4 (four) are step- down wholly owned subsidiaries. The consolidated profit and loss account for the period ended March 31, 2023 includes the profit and loss account for these 7 (seven) wholly owned subsidiaries for the Financial Year ended March 31, 2023.

1. SRF 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 4 (four) step-down subsidiaries of the Company.

2. SRF Industries (Thailand) Ltd. (a wholly owned subsidiary of SRF Global BV) is incorporated in Thailand engaged in the manufacture and distribution of packaging films. It is a material subsidiary determined in accordance with the policy on Material Subsidiary Companies.

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

4. SRF Industex Belting (Pty) Ltd. (a wholly owned subsidiary of SRF Global BV) is incorporated in South Africa presently 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 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.

7. SRF Altech Limited is a wholly owned subsidiary of the Company incorporated in India during the year. It shall engage in the business of manufacture of Aluminum 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. 394. The Policy for determining material subsidiaries as approved may be accessed on the Company's website at the link:

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

During the year, Mr. Ashish Bharat Ram was redesignated as Chairman and Managing Director and Mr. Kartik Bharat Ram was redesignated as Joint Managing Director wef April 1, 2022 by the members in their last Annual General Meeting held on July 21, 2022.

Mr. Vellayan Subbiah was appointed as a Non-executive and Non-Independent Director and Mr. Raj Kumar Jain was appointed as an Independent Director for a term of 5 years by the members in their last Annual General Meeting held on July 21, 2022.

The members of the Company at the 49^th Annual General Meeting appointed Mr. Pramod Gopaldas Gujarathi as Director (Safety & Environment) and Occupier for a term of three years upto Match 31, 2023.

The Board has re-appointed Mr. Pramod Gopaldas Gujarathi for a period of 3 years wef April 1, 2023 subject to approval by shareholders through special resolution at the ensuing Annual General Meeting.

The Members of the Company at the 48^th Annual General Meeting held on August 5, 2019 had appointed Ms. Bharti Gupta Ramola, Mr. Puneet Yadu Dalmia and Mr. Yash Gupta as Independent Director(s) of the Company. The present term of Ms. Bharti Gupta Ramola is ending on February 3, 2024 and terms of both Mr. Puneet Yadu Dalmia and Mr. Yash Gupta are ending on March 31, 2024.

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 and are eligible for reappointment. They are also independent of the management.

The Board on the recommendation of Nomination and Remuneration Committee has recommended the proposals for reappointment of Ms. Bharti Gupta Ramola for a further period of 5 years w.e.f. February 04, 2024 and both Mr. Puneet Yadu Dalmia and Mr. Yash Gupta for a further 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/re-appointed 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. The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent DirectorsRs 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.

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/wp-content/

In accordance with the aforesaid Policy, the Nomination and Remuneration Committee evaluates the performance of the Executive Directors, Non- Independent nonexecutive Director and Independent Directors based on the criteria more particularly described in the enclosed Nomination, Appointment and Remuneration policy. Board evaluates, its own performance 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/2022/04/ Familarisation-programme 2022.pdf

During the year 2022-23, Five meetings of the Board of Directors were held. For further details, please refer to report on Corporate Governance on page no. 161 of this Annual Report.

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.

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 armsRs 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 2022-23 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 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 41(d) of Additional Disclosures forming part of the standalone financial statement).

As per the requirements of the Companies Act, 2013, the Company has a Corporate Social Responsibility Committee comprising of Mr. Kartik Bharat Ram, Joint Managing Director (Chairman of the Committee), Mr. Lakshman Lakshminarayan, Independent Director, and Mr. Yash Gupta, Independent Director 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/2021/04/25032021-Final-SRF-Corporate- Social-Responsibility-policy.pdf

As per the requirements of section 135 (5) of the Companies Act 2013, the CSR Obligation for FY 2022-23 was Rs 28.56 Crores. The Board upon recommendations of CSR Committee approved the Annual budget of Rs 28.63 Crores towards CSR expenditure which was duly spent during the year.

Annual Report on CSR activities is annexed herewith as Annexure II.

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 stakeholders. 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 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.

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:

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

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

• the 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.

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

During the year, 3,800 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 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. 263 of the Annual Report 2022-23. Note No.

1.B.17 forming part of the Accounting Policies which refers to this is also appearing on page no. 213 of the Annual Report 2022-23.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 202223 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 2022-23 was Rs 68.26 per Share.

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

Certificate from the Secretarial Auditors of the Company dated May 09, 2023 that SRF Limited Employees Long term Share Based Incentive Plan, 2018 has been implemented in accordance with these regulations and in accordance with the resolution of the company shall be placed in the forthcoming Annual general meeting.

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

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

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.

As on date, the Audit Committee comprises of Independent Directors namely, Mr. Lakshman Lakshminarayan (Chairman of the Committee) Ms. Bharti Gupta Ramola and Mr. Raj Kumar Jain as other members. All the recommendations made by the Audit Committee were accepted by the Board. During the year Mr. Vellayan Subbiah ceased to be as the member of Audit Committee w.e.f closing of business hours of 9^th May 2022 and Mr. Raj Kumar Jain was appointed as Member of the Audit Committee w.e.f May 10, 2022.

M/s BSR & Co. LLP, Chartered Accountants (Registration No. 101248W/W-100022) were appointed as Statutory Auditors for 5 years in 47^th annual general meeting to hold office from the conclusion of 47^th Annual General Meeting until the conclusion of 52^nd annual general meeting.

It is proposed to re-appoint BSR & Co. LLP, Chartered Accountants (Registration No. 101248W/W-100022) as Statutory Auditors for 5 years from the forthcoming annual general meeting till the conclusion of 57^th annual general meeting. Their re-appointment shall be as per the provisions of the Companies Act, 2013 and rules made thereunder. They have submitted their certificate to the effect that they fulfil the requirements of Section 141 of the Companies Act, 2013.

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.

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/

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 2023-24 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 2023-24 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 2023-24 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 2021-22, 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, 2022. The due date for filing was August 20, 2022.

The Board has appointed M/s Sanjay Grover & Associates, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the financial year ended March 31, 2023 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 9, 2023 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.

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.

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.

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

The Annual Return (MGT-7) of the Company as on March 31, 2023 is available on the following web link: https://www.srf.com/investors/corporate-governance/

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

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

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. Neither 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. No 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, two complaints were received which were duly disposed off.

Your Directors acknowledge with gratitude the cooperation 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.