Styrenix Performance Materials Ltd Directors Report

Note : - The acquisition of Styrenix Performance Materials (Thailand) Ltd. (formerly known as INEOS Styrolutions Thailand Co. Ltd.) was completed on January 17, 2025. Subsequent to said acquisition, financial statement has been consolidated as on March 31, 2025.

OPERATING RESULTS AND PROFIT

DIVIDEND

During the financial year ended March 31, 2025, the Members of the Company had also declared a Final dividend of

The above dividend declared by the Company is in accordance with the dividend distribution policy of the Company.

The Dividend Distribution Policy of the Company is available on the Companys website and can be accessed at https://styrenix.com/wp-content/uploads/2023/02/Dividend-Distribution-Policy-2023.pdf

TRANSFER TO RESERVES

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

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business during the financial year 2024-25.

CHANGE OF NAME AND REGISTERED OFFICE OF THE COMPANY

During the year, there is no change in name and registered office address of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), a Management Discussion and Analysis Report forms part of this Report and is annexed hereto.

A review of the performance and future outlook of the Company and its businesses, as well as the state of the affairs of the business, along with the financial and operational developments have been discussed in detail in the Management Discussion and Analysis Report, which forms part of this Report.

CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement forms part of the Annual Report. The Consolidated Financial Statements (CFS), prepared in accordance with IND AS comprise of the Financial Statements of the Company and its subsidiaries as at March 31, 2025 viz.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Mr. Vishal Rakesh Agrawal (DIN: 00056800), an Executive and Non-Independent Director, was re-appointed as a director eligible to retire by rotation at the 51^st Annual General Meeting of the Company held on August 21, 2024.

Mr. Rakesh Shiwebhagwan Agrawal - Whole-time director of the Company (DIN: 00057955), who retires by rotation at the ensuing 52^nd Annual General Meeting and being eligible, offers himself for re-appointment in terms of the Articles of Association of the Company.

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

MEETINGS OF BOARD OF DIRECTORS OF THE COMPANY

During the year, 7 (Seven) Board meetings were convened and held. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of all Board/ Committee meetings held are given in the Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS

Mr. Milin Mehta, Mr. Premkumar Taneja, Mr.P. N. Prasad and Mrs. Radhika Nathare the Independent Directors on the Board of Directors of the Company as on March 31, 2025.

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

PERFORMANCE EVALUATION

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

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Act, the Board of Directors of the Company confirms that:

i) in the preparation of the annual standalone and consolidated accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for that period;

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

iv) they have prepared the annual accounts on a going concern basis;

v) they had laid down internal finance controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors comprises of atleast 2/3^rd of its members as Independent Directors and is constituted as under, as on March 31, 2025:

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

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

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Directors are regularly informed during meetings of the Board and its Committees on the activities of the Company, its operations and issues faced by the industry. The details of familiarization programs provided to the Directors of the Company are available on the Companys website.

https://styrenix.com/wp-content/uploads/2025/04/Familiarization_Programme_-Independent_Directors_2025.pdf

SUBSIDIARY / ASSOCIATE COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

As required under Rule 8(1) of the Companies (Accounts) Rules, 2014, the Boards Report has been prepared on a Standalone basis. Pursuant to the requirement of Section 136 of the Act, which has exempted companies from attaching the financial statements of the subsidiary companies along with the Annual Report of the company, your Company will make available the Annual Financial Statements of subsidiary companies and the related detailed information to any Member of the Company on receipt of a written request from them at the Registered Office of the Company.

The Annual Financial Statements of subsidiary companies will also be kept open for inspection at the Registered Office of the Company on any working day during business hours. These are also available on the website of your Company at www.styrenix.com.

The Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 (‘Ind AS), forms part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company.

Accordingly, the Consolidated Financial Statements include the operations of the following subsidiaries:

Your Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16(1)(c) of the Listing Regulations duly approved by the Board of Directors and can be accessed on the Companys website at www.styrenix.com.

No company has become/ceased to be a joint venture or associate during the year. A report on the performance and financial position of each of the subsidiaries is presented in a separate section in this Annual Report. Please refer (AOC-1) annexed as Annexure No. VIII to the "Board Report" in the Annual Report at page no. 83. The Policy for determining material subsidiaries as approved may be accessed on the Companys website at the link:https://styrenix.com/wp-content/uploads/2025/02/Styrenix-Policy-on-Material-Subsidiary.pdf

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

DEPOSITS

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans given, investments made, guarantees given and securities provided in accordance with the provisions of Section 186 of the Act are provided in the Standalone Financial Statements.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the applicable provisions of the Act, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the Rules) as amended, all unpaid or unclaimed dividends which were required to be transferred by the Company to the IEPF were transferred to IEPF Authority. The Company has also transferred shares in respect of which dividend amount remained unpaid/unclaimed for a consecutive period of 7 (Seven) years or more to IEPF Authority within stipulated time. The details of unpaid/unclaimed dividend and the shares transferred to IEPF Authority are available on the Companys website at https://styrenix.com/investor-dividend-info/

The Company has already transferred unclaimed dividends and respective shares to the IEPF Authority upto the year 2016-17. Now, the next transfer would be due in the month of October 2025 and the Company would be making necessary announcements in this regard as per the prescribed timelines. All those shareholders who have not claimed dividends for the year 2017-18 onwards are requested to contact the Company regarding unclaimed dividends at the earliest.

CORPORATE GOVERNANCE

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

CORPORATE SOCIAL RESPONSIBILITY (CSR).

In compliance with the requirements of Section 135 of the Act, the Company has constituted a ‘Corporate Social Responsibility (CSR) Committee and has also framed a CSR Policy. The details of the policy, composition of the Committee, CSR initiatives, CSR spending during the year etc., have been provided as Annexure - II to this report, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time.

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

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors, KMPs and employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure – III to this Report. Statement containing Particulars of Employees pursuant to Section 197 of the Act and Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of the Annual Report. As per the provisions of Section 136 of the Act, the Reports and Financial Statements are being sent to shareholders of the Company and other stakeholders entitled thereto, excluding the Statement containing Particulars of Employees. Any shareholder interested in obtaining such details may write to the Company Secretary.

RISK MANAGEMENT POLICY

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

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

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

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

REPORTING OF FRAUDS

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

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

There have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

ANNUAL RETURN

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

BOARD DIVERSITY

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

SAFETY, HEALTH, AND ENVIRONMENT

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

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

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

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

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

POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

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

STATUTORY AUDITORS

Pursuant to the provisions of the Act and the Rules made thereunder, M/s. Talati & Talati LLP, Chartered Accountants,(Firm Registration No.: 110758W/W100377) were appointed as Statutory Auditors of your Company at the 51^st Annual General Meeting of the Company held on August 21, 2024, to hold office as the Statutory Auditors for a First term of five (5) consecutive years from the conclusion of the 51^st Annual General Meeting upto the conclusion of 56^th Annual General Meeting of the Company. During the year, the Statutory Auditors have confirmed that they satisfy the independence criteria required under the Act.

AUDITORS REPORT

The observations made by the auditors in their report read with the relevant notes to the financial statements for the year ended March 31, 2025, are self-explanatory and are devoid of any reservation, qualification or adverse remarks.

SECRETARIAL AUDITOR

M/s. Devesh Pathak & Associates, Practicing Company Secretaries, Vadodara, were appointed as Secretarial Auditor to conduct the secretarial audit of the Company for the financial year 2024-25, in terms of the requirements of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, framed thereunder. The secretarial audit report received from M/s. Devesh Pathak & Associates is annexed as Annexure - VII.

COST RECORDS

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

COST AUDITORS

Pursuant to Section 148 of the Companies Act 2013, the Board of Directors, based on the recommendation of the Audit Committee and upon receipt of their consent to act as Cost Auditors and their confirmation regarding the appointment being in accordance with Section 148 of the Act has appointed M/s. Kailash Sankhlecha and Associates, (Firms registration no. 100221), Cost Accountants, as Cost Auditors of the Company, for the Financial Year 2025-26, for conducting the audit of the cost records maintained by the Company for the various products as mandated by the Central Government at a remuneration as mentioned in the notice convening the annual general meeting of the Company.

The Audit Committee has also received a certificate from the Cost Auditor certifying their independence and arms length relationship with the Company.

A resolution seeking members ratification for the remuneration payable to the Cost Auditors for the Financial Year 2025-26 forms part of the notice of the 52^nd Annual General Meeting of the Company and the same is recommended for your consideration and approval.

VIGIL MECHANSIM

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

HUMAN RESOURCE AND INDUSTRIAL RELATIONS

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

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

EMPLOYEE BENEFIT MEASURES UNDERTAKEN DURING THE YEAR

In order to achieve a highly streamlined and productive organization, a transparent and uniform HR policy with a well-defined reporting structure and clear roles and responsibilities has been put in place.

Necessary training based on identified needs have been set-up across all functions by the respective heads of departments to enhance the knowledge and competencies of our employees and are being updated and upgraded on a continuous basis. Other initiatives include an improvement of the working environment, the automation of HR processes including the outsourcing of the payroll processor and the implementation of a new Human Resource Management System have been initiated. Initiatives on improving employee engagement have been implemented with primary focus on employee health and welfare by enhancing the medical and term insurance facilities.

STATEMENT ON COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

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

INSOLVENCY AND BANKRUPTCY CODE 2016

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

CODE OF CONDUCT

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

ACKNOWLEDGEMENTS

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