Sree Rayalaseema Hi-Strength Hypo Ltd

To

The Members

Your Directors' have pleasure in presenting 20^th 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)

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.

(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.

The Board of Directors at their meeting held on 30^th 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 31^st 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 24^th 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.

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 3^rd 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 1^st 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 5^th 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:

*Amount unclaimed as on July 31,2025.

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 31^st July, 2025, 3087 shares are lying in this account.

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.

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 31^st March,2025 was Rs.17,16,48,210 comprising of 1,71,64,821 equity shares of Rs.10/- each.

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.

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.

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

Institute of Company Secretaries of India.

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.

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 12^th June, 2024. In his place, Smt T G Shilpa Bharath (DIN : 01895414) appointed as Chairperson and Managing Director of the Company with effect from 26^th 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 12^th 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 .

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.

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.

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., 25^th 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.

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

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.

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.

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.

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.

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.

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

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.

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

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.

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 Policy was approved by the Board in its meeting held on 30^th 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.

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

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

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 31^st March, 2025 is annexed to this Report (Annexure - C).

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

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) .

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).

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.

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 17^th Annual General Meeting of the Company held on September 29, 2022, till the conclusion of 22^nd 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.

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 20^th Annual General Meeting.

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 20^h 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.

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.

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

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 .

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.

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.

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.

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 :

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

*Smt T G Shilpa Bharath appointed on 26^th 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:

(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

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.