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DIRECTORS' REPORT

Sree Rayalaseema Hi-Strength Hypo Ltd.

GO
Market Cap. ( ₹ in Cr. ) 833.78 P/BV 0.83 Book Value ( ₹ ) 585.59
52 Week High/Low ( ₹ ) 726/464 FV/ML 10/1 P/E(X) 9.26
Book Closure 19/09/2025 EPS ( ₹ ) 52.47 Div Yield (%) 0.62
Year End :2025-03 

Your Directors' have pleasure in presenting 20th Annual Report on the business and
operations of the Company along with the audited financial statements (Standalone
and consolidated) for the financial year ended March 31, 2025.

Financial Highlights: (Rs. in lakhs)

Particulars

Standalone

Consolidated

2024-25

2023-24

2024-25

2023-24

Profit before interest, Depreciation and Tax

13,203.25

12,328.67

12,844.81

12,186.30

Less: Interest

197.87

397.75

197.89

398.47

Depreciation

569.56

1,057.89

731.71

1,060.12

Profit before Tax

12,435.82

10,873.03

11,915.21

10,727.71

Provision for Taxation & Deferred Income Tax

3,168.31

2,830.67

3,168.31

2,830.67

Profit after Tax

9,267.51

8,042.36

8,746.90

7,897.04

Add: Balance brought forward from previous year

61,455.15

54,043.51

61,310.50

54,034.98

Less: Other adjustments

514.94

630.72

514.94

630.72

Balance carried forward to next year

70,207.70

61,455.15

69,802.76

61,310.50

Performance:

During the year under review, the Company achieved turnover of Rs. 637.82

Crores against previous year turnover of Rs. 866.01 Crores. The profit before tax

stood at Rs. 124.36 Crores as against Rs. 108.73 crores for the previous year.

Division / Segment Wise Operations

(a) The Net sales of Calcium Hypo Chloride during financial year 2024-25 is
Rs.320.59 crores as against 415.60 crores in previous year representing a
decrease of 22.86%.

(b) The net sales of Stable Bleaching Powder during financial year 2024-25 is
Rs.71.24 crores as against 65.39 crores in previous year representing an
increase of 8.95%.

(c) The net sales of Sodium Methoxide during financial year 2024-25 is 40.25
crores as against Rs. 55.36 crores in previous year representing a decrease
of 27.29% and the net sales of Sodium Hydride during financial year 2024-25
is 1.60 crores as against Rs. 3.71 crores during previous financial year
representing a decrease of 56.83%.

(d) The trading activity in coal had fetched an amount of Rs.8.86 crores during
financial year 2024-25 as against Rs.182.10 crores during previous year.

(e) The net sales of Sulphuric acid during financial year 2024-25 is Rs. 173.79
crores as against Rs. 102.76 crores during previous financial year representing
an increase of 69.12%.

(f) Total power generated, sold through Wind and Solar during the year under
review is Rs. 6.45 Crores.

Dividend:

The Board of Directors at their meeting held on 30th May, 2025 has recommended
a final dividend of Rs.3/- per equity share of face value Rs.10/- each (i.e.,30% on
paid up share capital) for the financial year ended 31st March, 2025. The dividend
payment is subject to approval of members at the ensuing Annual General Meeting.
The total cash outflow on account of dividend on equity shares for the financial
year 2024-25 would aggregate Rs. 5,14,94,463 /-. The dividend will be paid to
members whose names appear in the Register of Members as on the record date.
The dividend payment date is on or before 24th October,2025.

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

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

In terms of section 124 and 125 of the companies act, 2013 read with the IEPF
Authority ( Accounting, Audit, Transfer and Refund Rules) 2016, (‘the Rules'),
unpaid or unclaimed dividend pertaining to the financial year 2017-18 will be
transferred to the Investor Education and Protection Fund (IEPF) during the financial
year 2025-26.

The Company had transferred unclaimed or unpaid dividend to IEPF relating to
financial year 2010-11 amounting to Rs. 19,49,114/- on 08.06.2018. Further, 29,896
corresponding shares were transferred as per the requirements of the IEPF Rules.
The unclaimed or unpaid dividend of financial year 2014-15 amounting to
Rs. 26,87,557 transferred to IEPF on 3rd December,2022 and corresponding
10,29,911 shares were transferred to IEPF. The unclaimed or unpaid dividend of
financial year 2015-16 amounting to Rs. 27,37,059 transferred to IEPF on
1st December,2023 and corresponding 48,134 shares were transferred to IEPF.
The unclaimed or unpaid dividend of financial year 2016-17 amounting to Rs.
26,77,725/- transferred to IEPF on 5th December,2024 and corresponding 58,129
shares were transferred to IEPF. The details are made available on Company
website www.srhhl.com.

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

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

Financial

Year

Dividend

Declared

(%)

Date

of declaration
of dividend

Last date
for claiming
unpaid dividend

Unclaimed
Dividend
Amount* (Rs.)

Due date for
transfer to the
IEPF Account

2017-18

20%

28.09.2018

04.11.2025

35,80,574

05-11-2025

2018-19

20%

30.09.2019

06.11.2026

33,95,777

07-11-2026

2019-20

25%

30.11.2020

06.01.2028

36,32,876

07-01-2028

2020-21

30%

30-09-2021

06-11-2028

43,48,430

07-11-2028

2021-22

35%

29-09-2022

05-11-2029

50,59,583

06-11-2029

2022-23

40%

26-09-2023

02-11-2030

38,72,156

03-11-2030

2023-24

30%

21-09-2024

27-10-2031

32,96,615

28-10-2031

*Amount unclaimed as on July 31,2025.

Disclosures with respect to Suspense Escrow Demat Account

SEBI, vide its circular dated January 25, 2022, mandated that the Company/ RTA
shall verify and process the investor service requests with regard duplicates and
transmission and thereafter issue a ‘Letter of Confirmation (
“LOC”)' in lieu of
physical share certificate(s). The LOC shall be valid for a period of one hundred
twenty days from the date of issuance within which the Member/Claimant shall
make a request to the Depository Participant for dematerializing the said shares. In
case, the demat request is not submitted within the aforesaid period, the shares
shall be credited to the Company's Suspense Escrow Demat Account. As on
31st July, 2025, 3087 shares are lying in this account.

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

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

for payment of dividend and other cash benefits and update their bank details:

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

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

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

Share Capital:

During the year under review , there was no change in the Authorized, Subscribed
and Paid up share capital of the Company. The paid up Equity Share Capital as on
31st March,2025 was Rs.17,16,48,210 comprising of 1,71,64,821 equity shares of
Rs.10/- each.

Web link of Annual Return :

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return
as on March 31, 2025 is available on the Company's website at the link https://
www.srhhl.com/wp-content/uploads/Annual-Return-2024-25.pdf.

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

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

Compliance with Secretarial Standards

The Company is in compliance with applicable secretarial standards issued by the

Institute of Company Secretaries of India.

Directors’ Responsibility Statement:

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

(a) that the preparation of the accounts for the financial year ended March 31 ,
2025 the applicable Accounting Standards have been followed along with
proper explanation relating to material departures;

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

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

(d) that the Directors had prepared the accounts for the financial year ended
March 31,2025 on a ‘going concern' basis.

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

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

Directors and Key Managerial Personnel:

As on March 31, 2025, the Company has six Directors of which five are Non¬
Executive Directors (including one woman Director). The Company has three
Independent Directors (including one woman Independent Director).

Based on the recommendation of Nomination and Remuneration Committee (“NRC”),
and in terms of the provisions of the Act, the Board of Directors appointed Sri
Kamma Edlapalli Krishna (DIN:11239076) as an Additional Director in the Capacity
of Non Executive Independent Director of the Company effective August 14, 2025.
Further, in accordance with the provisions of Section 149 read with Schedule IV to
the Act and applicable SEBI Listing Regulations, Sri Kamma Edlapalli Krishna
(DIN:11239076) was appointed as Non-Executive Independent Director of the
Company, not liable to retire by rotation, for a term of five years commencing from
August 14, 2025 to August 13, 2030. A Special Resolution seeking Member's approval
for his appointment is being sought. In the opinion of the Board, Sri Kamma Edlapalli
Krishna (DIN:11239076) is a person of integrity and fulfils requisite conditions as

per applicable laws and is independent of the management of the Company.

Sri T G Bharath (DIN : 00125087) Chairman and Managing Director had resigned
from the post of Director and Managing Director with effect from 12th June, 2024. In
his place, Smt T G Shilpa Bharath (DIN : 01895414) appointed as Chairperson and
Managing Director of the Company with effect from 26th June,2024. In accordance
with the provisions of Section 152 of the Companies Act,2013 and Articles of
Association of the Company, Sri. G Satyam (DIN 09762624), Director of the
Company is liable to retire by rotation at the ensuing Annual General Meeting and
being eligible offers himself for reappointment. The Board recommends the
appointments for the consideration of the Members of the Company at the
forthcoming Annual General Meeting.. The first term of Smt. R Triveni, Independent
Director concludes on 12th February,2026. A Special resolution seeking members
approval for appointment of Smt R Triveni as Independent Director for a period of 5
consecutive years in second term is sought. Brief profiles of Sri. Kamma Edlapalli
Krishna, Sri G Satyam and Smt R Triveni are being given in the Notice convening
the Annual General Meeting

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

The Key Managerial Personnel of the Company pursuant to Section 2(51) and 203
of the Companies Act, 2013 are (1) Sri T G Bharath, Chairman and Managing
Director (up to 11.06.2024) (2) Smt T G Shilpa Bharath Chairperson and Managing
Director (from 26.06.2024) (3) Smt V Surekha, Company Secretary and (4) Sri S
Ifthekhar Ahmed, Chief Financial Officer .

Board Evaluation :

The Board of Directors has carried out an annual evaluation of its own performance,
board committees, and individual directors pursuant to the provisions of the Act
and SEBI Listing Regulations. The performance of the Board was evaluated by the
Board after seeking inputs from all the directors on the basis of criteria such as the
board composition and structure, effectiveness of board processes, information
and functioning, etc. The performance of the Committees was evaluated by the
Board after seeking inputs from the Committee members on the basis of criteria
such as the composition of committees, effectiveness of committee meetings, etc.
The above criteria are broadly based on the Guidance Note on Board Evaluation
issued by the Securities and Exchange Board of India. In a separate meeting of
Independent Directors, performance of Non Independent Directors, the Board as a
whole and Chairman of the Company was evaluated, taking into account the views
of Executive and Non-Executive Directors. The Board and the NRC reviewed the
performance of individual directors on the basis of criteria such as contribution of
the individual director to the Board and Committee meetings like preparedness on
the issues to be discussed, meaningful and constructive contribution and inputs in
meetings, etc. At the Board meeting that followed the meeting of the Independent

Directors and meeting of NRC, the performance of the Board, its Committees, and
individual directors was also discussed. Performance evaluation of Independent
Directors was done by the entire Board.

Company’s policy on Directors’ appointment and remuneration:

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

Declaration by Independent Directors

In terms of the provisions of section 149 of the Act and the Listing Regulations,
2015, the independent directors on the Board of the Company as on the date of this
report are Sri A Kailashnath, Sri P Ramachandra Gowd Smt R Triveni and Sri
Kamma Edlapalli Krishna . Sri P Ramachandra Gowd tenure as Independent Director
of two terms period completes on the date of AGM i.e., 25th September,2025.

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

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

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

Transfer to Reserves:

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

Subsidiaries, Joint Ventues and Associate Companies :

As on March 31,2025 your Company has only one subsidiary Company M/s TGV
Metals and Chemicals Private Limited. Although Company holds more than 20% of
shareholding in M/s MV Salts & Chemicals Private Limited, it is not an associate
Company within the meaning of Section 2(6) of the Companies Act,2013 and the
Company has no joint ventures. The details of such entities of the Company formed/
acquired /Ceased during the year are provided in
(Annexure-A -1) to this report.

Consolidated Financial Statements

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

Pursuant to the provisions of section 129(3) of the Act read with the Companies
(Accounts) Rules, 2014, the statement containing salient features of the financial
statements of the Company's subsidiary for the financial year ended on 31 March
2025 in Form AOC-1 forms part of this Annual Report.
(Annexure-A)

Insurance:

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

Fixed Deposits:

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

Listing of Shares:

The Equity shares of your Company are listed on BSE Ltd. and National Stock
Exchange of India Ltd. The Company has paid the Annual Listing fees to each of
these Stock Exchanges for the financial year 2025-26.

Internal control systems and their adequacy:

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

Change in nature of business:

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

Significant and material orders passed by the regulators or court:

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

Industrial Relations:

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

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

The particulars of loans, guarantees and investments as per Section 186 of the Act
made by the Company have been disclosed in the financial statements.

Particulars of Contracts or Arrangements with Related Parties

The details of transactions with related parties during FY2025 are provided in the
notes to the financial statements.

The policy on materiality of and dealing with related party transactions is available
on the Company's website at https://www.srhhl.com/wp-content/uploads/Related-
Party-Transaction-Policy-pdf...pdf

Risk Management :

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

The Board of Directors of the Company has a Risk Management Committee to
frame, implement and monitor the risk management plan for the Company. The
Committee is responsible for monitoring and reviewing the risk management plan
and ensuring its effectiveness. The Audit Committee has additional oversight in the
area of financial risks and controls. The major risks identified by the businesses
and functions are systematically addressed through mitigating actions on a continuing
basis.

Dividend Distribution Policy

The Dividend Distribution Policy in terms of Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”), is available on the Company's website
at https://www.srhhl.com/wp-content/uploads/dividend-distribution-policy.pdf

Vigil Mechanism:

The Company has a Whistle Blower Policy and has established the necessary vigil
mechanism for employees, Directors and stakeholders in conformation with the
provisions of Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations,
to report concerns about unethical behavior or any violation of the Company's code
of conduct in pursuance of provisions of Section 177(10) of the Companies
Act,2013. During the year under review, no complaints received under this
mechanism. The policy can be accessed on Company's Website at the link:
https://www.srhhl.com/wp-content/uploads/VIGIL_MECHANISM_POLICY.pdf

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

Information as per Section 134 (3) of the Companies Act, 2013 read with the
Companies (Disclosure of particulars in the Report of the Board of Directors)
Rules, 1988 are forming part of the Directors' Report for the year ended 31st March,
2025 is annexed to this Report
(Annexure - C).

Business Responsibility and Sustainability Report :

The Business Responsibility and Sustainability Report (“BRSR”) of the Company
for the year 2024-25 forms part of this Annual Report as required under Regulation
34(2) (f) of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and is annexed to this report
(Annexure - D).

Corporate Governance:

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

Management Discussion and Analysis Report :

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

Corporate Social Responsibility :

To comply with Section 135 of Companies Act,2013 and other applicable provisions,
CSR policy has been approved by the Board and constituted a CSR Committee to
monitor the implementation of CSR activities. The CSR Obligation for financial year
2024-25 is Rs. 2,77,97,771. The Company had undertaken on going project for
construction of old age home / orphanage home at Kurnool during financial year
2022-23 and spent Rs. 134.81 lakhs on this project and Rs. 38.03 lakhs on other
than on going project during financial year 2024-25. The Total amount spent during
financial year 2024-25 is Rs. 1,72,84,872/- and balance amount of Rs. 1,05,12,900
is set off against excess amount spent in previous years. The details of CSR
expenditure, constitution of CSR committee are annexed to this report.
(Annexure - G).

Auditors:

Statutory Auditors:

M/s S T Mohite & Co., Chartered Accountants (Firm registration number 011410S )
were appointed as the statutory auditors of the Company to hold office for five

consecutive years from the conclusion of the 17th Annual General Meeting of the
Company held on September 29, 2022, till the conclusion of 22nd Annual General
Meeting to be held in 2027, as required under Section 139 of the Companies Act,
2013 read with the Companies (Audit and Auditors) Rules, 2014.

There are no qualifications, reservation or adverse remark or disclaimer made in
the audit report for the financial year 2024-25.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
the Company had re-appointed M/s. Geeta Serwani & Associates, Practicing
Company Secretary, Hyderabad to conduct Secretarial Audit of the Company for
the Financial Year 2024-25. The Report of the Secretarial Audit in Form MR-3 for the
financial year ending March 31,2025 is annexed to this report
(Annexure- I ).
There are no qualifications , reservations or any adverse remarks made by the
Secretarial Auditor in the report.

In line with amended Regulation 24A of the Listing Regulations, the Board has
approved the appointment of M/s. Geeta Serwani & Associates as the Secretarial
Auditors of the Company for a term of 5 consecutive years with effect from FY
2025-26 to FY 2029-30, subject to approval of the shareholders at the 20th Annual
General Meeting.

Cost Auditors:

As per section 148 of the Companies Act, 2013 read with the Companies (Cost
Records and Audits) Rules,2014 as amended, the Board of Directors of your
Company on recommendation of the Audit Committee appointed Sri Thota SSV
Santhosh Kumar, Cost Accountants as the Cost Auditors to carry out the cost audit
of products of the Company. The remuneration of cost auditors has been approved
by the Board of Directors on the recommendation of Audit Committee and the
requisite resolution for ratification of remuneration of cost auditors by the members
has been set out in the notice of 20h Annual General Meeting of your Company.

The cost audit report for the financial year ended March 31,2024 issued by M/s.
Santhosh & Associates, Cost auditors in respect of various products prescribed
under Cost Audit Rules does not contain any qualification, reservation and the
same was filed with Ministry of Corporate Affairs. The cost audit report for the
financial year ended March 31 , 2025 is being submitted shortly.

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

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

The details as per amendment to Companies (Accounts) Rules, 2014 which came
into effect from 14th July, 2025 are furnished.

No of complaints received during year : 0

No of complaints disposed of during the year : 0
No of complaints pending for more than 90 days : 0
No of male employees : 382

No of Female employees : 2

No of transgender employees : 0

The Company had complied with the provisions relating to Maternity Benefit Act.
1961.

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

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

Instances of Fraud reported to Audit Committee:

It is confirmed that there are no instances of frauds reported to Audit Committee
during the year 2024-25 in pursuance to section 134(3) (ca) of Companies Act,2013.

Confirmation regarding “no proceedings under the Insolvency and
Bankruptcy Code 2016 (31 of 2016)”

It is hereby confirmed that there are no proceedings pending before Insolvency
and Bankruptcy Code, 2016 and the Company has not made any such application
in pursuance to section 134(3) and Rule 8(5) (xi) of the Companies (Accounts)
Rules,2015. In view of the above explained reasons, the above said provisions
are not applicable for 2024-25.

Particulars of Employees:

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

Particulars of Remuneration:

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

\___y

(i) The ratio of the remuneration of each director to the median remuneration of

the employees of the Company for the financial year

Name of the Director

Ratio to Median Remuneration

Smt.T.G. Shilpa Bharath , CMD *

A.Kailashnath, Director

0.11

Smt. R Triveni, Director

0.11

Sri.P.Ramachandra Gowd , Director

0.11

Sri.H.Gurunath Reddy, Director

0.05

Satyam Gadwal

0.05

*Smt T G Shilpa Bharath appointed on 26th June, 2024

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

Sri.T.G. Shilpa Bharath, Managing Director

Smt.V Surekha , Company Secretary

3.90%

Sri.Ifthekhar Ahmed, Chief Financial Officer

3.55%

(iii) The percentage increase in the median remuneration of employees in the
financial year - 2.58%

(iv) The number of permanent employees on the rolls of Company - 384.

(v) Average percentile increase already made in the salaries of employees other
than managerial personnel in the last financial year and its comparison with
the percentile increase in the managerial remuneration and justification thereof
and point out if there are any exceptional circumstances for increase in the
managerial remuneration :

The average increase in salaries of employees other than managerial personnel
in 2025-26 was 2.58%.

Percentage increase in the managerial remuneration for the year is Nil

(vi) Affirmation that the remuneration is as per the remuneration policy of the
Company : YES

Acknowledgements:

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

For and on behalf of the Board
Sd/-

T.G. Shilpa Bharath

Place : Kurnool Chairperson & Managing Director

Date : August 14, 2025 DIN:01895414

k. J

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