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Company Information

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SRF LTD.

19 June 2026 | 12:00

Industry >> Chemicals - Others

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ISIN No INE647A01010 BSE Code / NSE Code 503806 / SRF Book Value (Rs.) 473.70 Face Value 10.00
Bookclosure 27/01/2026 52Week High 3325 EPS 61.91 P/E 43.77
Market Cap. 80325.20 Cr. 52Week Low 2355 P/BV / Div Yield (%) 5.72 / 0.33 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

Your Directors are pleased to present the 55th Annual Report for the year ended March 31, 2026.
Financial Results

Particulars

Standalone

Consolidated

2025-26

2024-25

2025-26

2024-25

Revenue from operations

12,420.51

11,697.97

15,786.51

14,693.07

Other income

128.78

174.97

107.06

132.72

Total Income

12,549.29

11,872.94

15,893.57

14,825.79

Profit Before Interest, Depreciation & Tax (PBIDT)

3,151.86

2,630.69

3,516.70

2,851.16

Less: Interest & Finance Charge

205.61

296.35

278.04

375.96

Less: Depreciation and amortisation charge

688.54

629.96

852.07

771.50

Profit Before exceptional items & Tax (PBT)

2,257.71

1,704.38

2,386.59

1,703.70

Less: Exceptional Item

84.22

-

84.95

-

Profit Before Tax (PBT)

2,173.49

1,704.38

2,301.64

1,703.70

Less: Provision For Taxation including Deferred Tax
Charge

448.86

436.31

466.46

452.92

Profit After Taxation (PAT)

1,724.63

1,268.07

1,835.18

1,250.78

Add: Profit Brought Forward

9,855.58

8,801.15

10,881.21

9,844.52

Total

11,580.21

10,069.22

12,716.39

11,095.30

Appropriation

Particulars

Standalone

Consolidated

2025-26

2024-25

2025-26

2024-25

Interim dividend on Equity Shares

266.77

213.43

266.77

213.43

Other comprehensive income arising from re¬
measurement of defined benefit obligation

-0.35

-0.21

1.47

-0.66

Amount transferred to Debenture Redemption
Reserve

-

-

-

-

Amount transferred to Legal Reserve

-

-

0.45

-

Profit carried to Balance Sheet

11,313.09

9,855.58

12,450.64

10,881.21


Operations Review

Total revenue from operations of the Company on
standalone basis increased by 6.18 per cent from ^
11,697.97 Crores in 2024-25 to ^ 12,420.51 Crores in
2025-26. The profit before interest, depreciation and
tax (PBIDT) including 'other income' on a standalone
basis increased from ^ 2,630.69 Crores in 2024-25 to
^ 3,151.86 Crores in 2025-26.

Profit before tax (PBT) on a standalone basis increased
by 27.52 per cent from ^ 1,704.38 Crores in 2024-25
to ^ 2,173.49 Crores in 2025-26. After accounting for
the provision for tax of ^ 448.86 Crores, profit after
tax (PAT) on a standalone basis increased by 36 per
cent from ^ 1,268.07 Crores in 2024-25 to ^ 1,724.63
Crores in 2025-26.

Total revenue from operations of the Company on
consolidated basis increased by 7.44
per cent from ' 14,693.07 Crores in 2024-25 to
' 15,786.51 Crores in 2025-26. The profit before
interest, depreciation and tax (PBIDT) including
'other income' on a consolidated basis increased
from ^ 2,851.16 Crores in 2024-25 to ' 3,516.70
Crores in 2025-26.

Profit before tax (PBT) on a consolidated basis
increased by 35.10 per cent from ^ 1,703.70
Crores in 2024-25 to ^ 2,301.64 Crores in 2025-26.
After accounting for the provision for tax of ^ 466.46
Crores, profit after tax (PAT) on a consolidated basis
increased by 46.72 per cent from ^ 1,250.78 Crores in
2024-25 to ^ 1,835.18 Crores in 2025-26.

Equity Dividend

During the year, the Company declared and paid
two interim dividends of ^4 per share and ^5 per

share, respectively, aggregating to ^ 266.77 crore.
The Board of Directors have not recommended any
final dividend for the year.

Transfer to Reserves

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

Share Capital

During the year under review, there was no change
in the paid-up share capital of the Company.
Accordingly, the paid-up share capital of the Company
stood at ^296,42,48,250, comprising 29,64,24,825
equity shares of ^10/- each.

The Nomination and Remuneration Committee, at
its meeting held on November 25, 2025, approved
the grant of 232,810 Employee Stock Options to
eligible employees under Part-A of the SRF Employee
Stock Option Scheme, 2018, forming part of the SRF
Long-Term Share-Based Incentive Plan (SRF-LTIP)
2018. The stock options shall be exercisable in
accordance with the terms and conditions of the
respective grants.

Non-Convertible Debentures

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

Management Discussion and Analysis

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

Business Responsibility and Sustainability
Report

ESG Report for FY 2025-26 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 2025-26
and is presented along with the above ESG Report.
Reasonable Assurance for BRSR Core parameters
and Limited Assurance for select other than Core
non-financial Essential indicators of the BRSR has
been assured by BDO India Services Private Limited.

Subsidiaries, Joint Ventures and
Associate companies

As on March 31, 2026, your Company had 8 (eight)
wholly owned subsidiary companies out of which
2 (two) wholly owned subsidiary companies are
registered in India and remaining 6 (six) are registered
outside India. 3 (three) of these are direct wholly
owned subsidiaries and rest 5 (five) are step-down
wholly owned subsidiaries. The consolidated profit
and loss account for the period ended March 31,
2026 includes the profit and loss account for these
8 (eight) wholly owned subsidiaries for the Financial
Year ended March 31, 2026.

Details of subsidiaries: -

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

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

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

4. S RF Industex Belting (Pty) Ltd. (a wholly owned
subsidiary of SRF Global BV) is incorporated in

South Africa presently in the business of trading
in performance films in South Africa and other
neighbouring countries.

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

6. S RF Middle East LLC (a wholly owned subsidiary
of SRF Global BV) incorporated in UAE to
undertake business of trading in refrigerant
gases in Middle East.

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

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

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

No subsidiaries were divested during the year.
No company has become/ceased to be a joint venture
or associate during the year. A report on performance
and financial position of each of the subsidiaries and
associates is presented in a separate section in this
Annual Report. Please refer (AOC-1) annexed to the
financial statements in the Annual Report at page
no. 474. The Policy for determining material
subsidiaries as approved may be accessed on the
Company's website at the link:
https://www.srf.com/
storage/files/policies/1776411260.pdf

The annual accounts of the subsidiary companies will
also be kept open for inspection at the registered
office of the Company and of respective subsidiary
companies. Further, the annual accounts of the
subsidiaries are also available on the website of the
Company viz.
www.srf.com

Directors & Key Managerial Personnel

During the year, the Members of the Company at the
54th Annual General Meeting held on July 03, 2025,
had appointed Mr. Ashish Bharat Ram as Chairman &
Managing Director of the Company for a period from
May 23, 2025 to March 31, 2030.

In accordance with the provisions of Section 152 of
the Act and the Articles of Association of the Company,
Mr. Pramod Gopaldas Gujarathi, Director (Safety &
Environment) and Occupier retires by rotation at the
ensuing AGM and being eligible, has offered himself
for re-appointment.

The Board on the recommendation of Nomination
and Remuneration Committee has recommended the
proposal for re-appointment of Mr. Pramod Gopaldas
Gujarathi, Director (Safety & Environment) and
Occupier for a period effective from April 01, 2026
till March 31, 2029, for approval by the shareholders
through special resolution at the forthcoming Annual
General Meeting.

Further, the Board on the recommendation of
Nomination and Remuneration Committee has
recommended the proposal for re-appointment of
Mr. Kartik Bharat Ram, Joint Managing Director for
a period effective from 01.06.2026 to 31.03.2031
for approval by the shareholders through ordinary
resolution at the forthcoming Annual General Meeting.

Brief resume of the Director who is proposed to
be appointed/ re-appointed is furnished in the
explanatory statement to the notice of the ensuing
Annual General Meeting.

During the year under review, Mr. Rahul Jain resigned
from the position of President & Chief Financial Officer
of the Company with effect from December 12, 2025.
Subsequently, Mr. Samir Kashyap was appointed as
President & Chief Financial Officer of the Company
with effect from January 27, 2026, and was designated
as a Key Managerial Personnel of the Company.

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

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

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

In accordance with the requirements of the

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

In accordance with the aforesaid Policy, the

Nomination and Remuneration Committee evaluates
the performance of the Executive Directors, Non¬
Independent non- executive Director and Independent
Directors based on the criteria more particularly
described in the enclosed Nomination, Appointment
and Remuneration policy. Board evaluates, its
own performance, performance of the Chairman,
Independent Directors, Non-Independent &
Non-executive Director 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/storage/files/
other-disclousers/1776426300.pdf

During the year 2025-26, Four meetings of the Board
of Directors were held. For further details, please
refer to report on Corporate Governance on page
no. 218 of this Annual Report.

Directors' Responsibility Statement

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

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

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

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

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

(e) the directors had laid down internal financial
controls to be followed by the company and that
such internal financial controls are adequate and
were operating effectively; and

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

Contracts and Arrangements with
Related Parties

All contracts/ arrangements/ transactions entered by
the Company during the financial year with related
parties were in the ordinary course of business and
on an arms' length basis or as approved by the Audit
Committee /Board in accordance with the requirements
of the Companies Act and Listing regulations.
These contracts/ arrangements/ transactions were
entered in accordance with the Transfer Pricing
Policy/basis approved by the Audit Committee and/or
in accordance with the Omnibus approval of the Audit

Committee. During the year, the Company had not
entered into any contract/ arrangement/ transaction
with related parties which could be considered material
in accordance with the Policy on Materiality of Related
Party Transactions. Accordingly, the disclosure of
related party transactions as required under Section
134(3)(h) of the Companies Act, 2013 ('the Act') in
Form No. AOC-2 is not applicable to the Company for
FY 2025-26 and hence the same is not provided.

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

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

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

Corporate Social Responsibility (CSR)

As per the requirements of the Companies Act, 2013,
the Company has a Corporate Social Responsibility
Committee comprising of Mr. Kartik Bharat Ram, Joint
Managing Director (Chairman of the Committee),
Mr. Yash Gupta, Independent Director, and
Ms. Ira 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/storage/
files/policies/SRF-Corporate-Social-Responsibility-
policy-08-05-2023.pdf

As per the requirements of section 135 (5) of the
Companies Act 2013, the CSR Obligation for FY
2025-26 was ^ 40.26 Crores. The Board upon
recommendations of CSR Committee approved

the Annual CSR budget of K 40.30 Crores for the
financial year 2025-26 to be spent in accordance
with the Annual Plan, as amended, recommended
by the CSR Committee and approved by the Board.
Out of the said budget, an amount of
' 32.97 Crores
was spent during the year and an amount of
' 7.34
Crores which has been allocated to ongoing projects
has been transferred to SRF Limited-Unspent CSR
Account- 2025-26 within a period of 30 days from
the end of FY 2025-26 which will be spent on those
projects in accordance with the timelines approved
by the Board in accordance with the requirements of
Companies Act, 2013.

Annual Report on CSR activities for financial year
2025-26 is annexed herewith as Annexure II.

Risk Management

The company has a well-established risk management
framework to identify, assess and frame a response
to threats that can affect its business objectives
and 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 Risks.

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

Internal Financial Controls

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

• close and active supervision by the
Audit Committee

• business planning and review of goals achieved

• evaluating & managing risks

• policies and procedures adopted for ensuring
orderly Financial Reporting

• timely preparation of reliable Financial Information

• accuracy and completeness of the
Accounting Records

• ensuring legal and regulatory compliance

• protecting company's assets

• prevention and detection of fraud and error

• validation of IT Security Controls

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

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

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

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

The Company uses Enterprise Resource Planning (ERP)
supported by in-built controls that ensure reliable and
timely financial reporting. Well-established and robust
internal audit processes both at the Corporate and
Business level continuously monitor the adequacy
and effectiveness of 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 and 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 helps plug control gaps.
CSA assurance testing completes the control
compliance loop. In addition to this, there is a Legal
Compliance Manager tool which facilitates sending
pre-emptive alerts to meet specific calendared
regulatory deadlines in the company.

Listing of Equity Shares

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

SRF Limited Long term Share based
Incentives Plan, 2018

During the year, The Nomination and Remuneration
Committee, at its meeting held on November 25,
2025, approved the grant of 232,810 Employee Stock
Options to eligible employees under Part-A of the
SRF ESOS-2018, forming part of the SRF Long-Term
Share-Based Incentive Plan (SRF-LTIP) 2018.
The stock options shall be exercisable in accordance
with the terms and conditions of the respective grants.

Further, no equity shares were allotted under Part B-
SRF ESPS, 2018 of the SRF Long Term Share Incentive
Plan, 2018 to any eligible employee.

SRF-LTIP was approved by the shareholders through
postal ballot on February 26, 2018. There has been
no change to the SRF-LTIP thereafter. SRF-LTIP 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. Pn 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. 332 of the Annual Report 2025-26. Note No.
B.16 forming part of the Accounting Policies
which refers to this is also appearing on page
no. 272 of the Annual Report 2025-26. 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/investor-relations/
corporate-governance/other-disclosures

b. D uring financial year 2018-19, 2021-22 and
2022-23, shares under Part B- SRF ESPS,
2018 of the SRF Long Term Share Incentive
Plan, 2018 were issued directly to the eligible
employees as decided by the Board/Nomination
and Remuneration Committee of the Company.
Basic and diluted EPS for 2025-26 was K
58.18 per Share.

c. D uring financial year 2025-26, options under Part
A- SRF ESOS-2018 of the SRF Long Term Share
Incentive Plan, 2018 were granted through trust
route to the eligible employees as decided by the
Board/Nomination and Remuneration Committee
of the Company. Basic and diluted EPS for
2025-26 was K 58.18 per Share.

d. Other Disclosures mandated by the said
circular are given at
https://www.srf.com/
investor-relations/corporate-governance/
other-disclosures

Certificate from the Sanjay Grover & Associates,
Company Secretaries, Secretarial Auditors of the
Company dated May 5, 2026 certifying that SRF
Limited Employees Long term Share Based Incentive
Plan, 2018 has been implemented in accordance
with these regulations and in accordance with the
special resolution approved by the shareholders
through postal ballot, result of which was declared
on March 26, 2018 shall be placed in the forthcoming
Annual general meeting.

Dividend Distribution Policy

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

Corporate Governance

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

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/storage/
files/policies/Code-of-Conduct-for-Directors-and-
Senior-Management-Personnel.pdf

Consolidated Financial Statement

The consolidated financial statements of the Company
have been prepared in accordance with the Indian
Accounting Standards (Ind AS) to comply with the
Accounting Standards specified under Section 133
of the Companies Act, 2013, read with Companies
(Indian Accounting Standards) Rules, 2015 and other
relevant amendments issued thereafter of the Act.

Audit Committee

As on date, the Audit Committee comprises of
Independent Directors namely, Ms. Bharti Gupta
Ramola (Chairperson of the Committee), Mr. Raj Kumar
Jain and Mr. Yash Gupta as other members. All the
recommendations made by the Audit Committee were
accepted by the Board.

Accounts and Audit

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

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

Vigil Mechanism

In compliance with the provisions of the Companies
Act, 2013 and Listing Regulations, the company

has established a vigil mechanism for directors,
employees and other stakeholders to report concerns
about unethical behaviour, actual or suspected fraud
or violation of the company's code of conduct.

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

Cost Audit

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

M/s. H. Tara & Co., Cost Accountants, was appointed
to conduct cost audit of the accounts maintained by
the Company for the financial year 2025-26 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

2025- 26 in respect of all the relevant product groups
of Chemicals Business and Performance Films & Foil
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

2026- 27 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 2024-25, 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 22, 2025. The due date
for filing was August 22, 2025.

Secretarial Auditor

Pursuant to the amended provisions of Regulation
24A of the SEBI (LODR) Regulations and Section
204 of the Act read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Shareholders of the
Company in their 54th AGM held on July 3, 2025
appointed M/s. Sanjay Grover & Associates, Peer
Reviewed Firm of Company Secretaries in Practice
(Firm Registration Number: P2001DE052900) as
Secretarial Auditors of the Company for a term of
5 (Five) consecutive years to hold office from financial
year 2025-26 to financial year 2029-30.

M/s. Sanjay Grover & Associates have confirmed
that they are not disqualified from continuing as
Secretarial Auditors of the Company in terms of
provisions of the Act & Rules made thereunder and
SEBI (LODR) Regulations.

The Secretarial Audit Report for the financial year
ended March 31, 2026 is annexed herewith as
Annexure IV to this Report. The Secretarial Audit
Report does not contain any qualification, reservation
or adverse remark.

Further, Secretarial Compliance Report dated April 29,
2026 issued as per regulation 24A of SEBI (Listing
Obligation and Disclosure Requirements) Regulations,
2015 was given by M/s Sanjay Grover & Associates,
Practising Company Secretary which was submitted to
Stock Exchanges.

Reporting of Fraud

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

Personnel

The statement containing names of top ten employees
in terms of remuneration drawn and the particulars of
employees as required under section 197 (12) of the

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

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

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

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

Annual Return

The Annual Return (MGT-7) of the Company
as on 31.03.2026 is available on the following
web link:
https://www.srf.com/investor-relations/
share-information/annual-return

Industrial Relations

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 Directors'
'General Meetings' and 'Dividend' respectively, have
been duly followed by the Company.

General

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

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

2. Deither 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. Do 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.

4. Issue of equity shares with differential voting
rights as to dividend, voting or otherwise.

5. D o application made or any proceeding pending
under Insolvency and Bankruptcy Code, 2016 as
at the end of the Financial Year 2026.

6. D o instance of one-time settlement with any
bank or financial institution.

The Government of India has enforced the four new
Labour Codes with effect from 21st November, 2025,
subsuming and rationalising various existing labour
laws relating to wages, social security, industrial
relations and occupational safety, health and working
conditions. During the year under review, the Company
evaluated the applicability and implications of these
Codes on its operations and employment practices.
Based on such assessment, necessary revisions
were initiated in wage structures, statutory benefits,
employment documentation, health and safety
frameworks and employee settlement processes
to align with the revised regulatory requirements
currently in force. Appropriate financial provisions
have been made arising from the implementation
of the new Labour Codes. The Company continues

to ensure compliance in line with applicable rules
and guidelines as may be notified by the authorities
from time to time.

As per the requirement of The Sexual Harassment
of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013 CAct') and Rules made
thereunder, your Company has constituted Internal
Complaints Committees (ICC). During the year, four
complaints were received which were duly disposed
off and no complaints were pending for more than
90 (ninety) days under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

Further, the Company is in regular compliance of the
applicable provisions of the Maternity Benefit Act, 1961.

Acknowledgements

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

For and on Behalf of the Board

Ashish Bharat Ram

Chairman & Managing Director
(DIN - 00671567)

Date: May 05, 2026
Place: Gurugram