SRF Ltd. — AGM Information 2024

Jun 5, 2024

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The BSE Ltd. National Stock Exchange of India Limited BSE’s Corporate Relationship Department “Exchange Plaza” 1[st] Floor, New Trading Ring, Bandra-Kurla Complex Rotunda Building, P.J. Towers, Bandra (E) Dalal Street, Fort, Mumbai- 400 051 Mumbai 400 001

SRF/SEC/AGM-53/2024

05[th] June, 2024

Dear Sir,

Sub: Notice of 53[rd] Annual General Meeting- SRF Limited

In Compliance with Regulation 30(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 we wish to inform you that the 53[rd] Annual General Meeting of the shareholders has been fixed on June 28, 2024 at 11:00 a.m. through Video Conferencing / Other Audio Visual Means.

The Ministry of Corporate Affairs (MCA) has vide its Circular No.14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020, Circular No. 20/2020 dated May 5, 2020, Circular No. 33/3030 dated September 28, 2020, Circular No. 39/2020 dated December 31, 2020, Circular No.02/2021 dated January 13, 2021, Circular No. 02/2022 dated May 5, 2022, Circular No. 10/2022 dated December 28, 2022 and Circular No. 9/2023 dated September 25, 2023 (‘ MCA Circulars ’) and SEBI vide its circulars dated May 12, 2020, January 15, 2021, May 13, 2022 , January 5, 2023, and October 7, 2023 ( ‘SEBI Circulars’ ) have permitted the holding of the AGM through VC/OAVM.

In this regard, please find attached Notice of 53[rd] Annual General Meeting of the Company, which is being sent to Shareholders of the Company.

Further, the 53[rd] Annual General Meeting Notice, Annual Report, instructions to attend AGM through Video Conferencing / Other Audio Visual Means and instruction for E-voting of Company are also available on the Company's website www.srf.com.

Remote e-voting period begins on Tuesday, 25[th] June, 2024 at 09:00 am and ends on Thursday, 27[th] June, 2024 at 5:00 p.m. and cut-off date for remote e-voting is fixed for Friday, 21[st] June, 2024.

Request to kindly take this intimation on record.

Thanking you,

Yours faithfully, For SRF LIMITED

RAJAT Digitally signed by LAKHANPA RAJAT LAKHANPAL Date: 2024.06.05 L 12:11:04 +05'30'

Rajat Lakhanpal

Sr. VP (Corporate Compliance) & Company Secretary Encl : A/a

SRF LIMITED Block-C Sector-45 Gurugram 122 003 Haryana India Tel: +91-124—4354400 Fax: +91-124—4354500 E-mail: info@srf.com Website: www.srf.com Regd. Office: Unit No. 236 & 237, 2nd Floor DLF Galleria, Mayur Plate Noida Link Road Mayur Vihar Phase 1 Extension Delhi 110091

Corporate identity No. L181010L1970PLC005197

Annual Report [2023-24]

SRF Limited

(CIN: L18101DL1970PLC005197) Regd. Office: The Galleria, DLF Mayur Vihar, Unit No. 236 & 237, 2nd Floor, Mayur Place, Mayur Vihar Phase I Extn, Delhi – 110091 Tel. No: (+91-11) 49482870, (+91-124) 4354400, Fax: (+91-11) 49482900, (+91-124) 4354500 Email: cs@srf.com website: www.srf.com

NOTICE

Notice is hereby given that the 53[rd] Annual General Meeting of SRF Limited will be held on Friday, June 28, 2024 at 11.00 a.m. through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) facility to transact the following businesses: -

Ordinary Business

1. Adoption of Audited Standalone and Consolidated Financial Statements

To receive, consider and adopt the standalone and consolidated audited financial statements of the Company for the financial year ended March 31, 2024 along with the Reports of the Auditors’ and Board of Directors’ thereon.

2. Re-appointment of Director retiring by rotation

To appoint a Director in place of Mr. Vellayan Subbiah (DIN 01138759), who retires by rotation and being eligible, offers himself for re-election.

Special Business

1. Appointment of Ms. Ira Gupta (DIN: 07517101) as an Independent Director

To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution :

“ RESOLVED THA T in accordance with the provisions of Sections 149, 150, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) and Rules framed thereunder and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations

and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”) (including any statutory modification(s), amendment(s) or re-enactment(s) thereof, for the time being in force), the Articles of Association of the Company, based on the recommendations of the Nomination and Remuneration Committee and the Board of Directors of the Company (the “Board”), Ms. Ira Gupta (DIN:07517101), who was appointed as an Additional Non-Executive Independent Director of the Company with effect from April 01, 2024 and who has submitted a declaration that she meets the criteria for independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and who is eligible for appointment and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing her candidature to the office of Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 5 years commencing from April 01, 2024 to March 31, 2029.”

“ RESOLVED FURTHER THAT the Board be and is hereby authorised to do all acts, deeds, matters, things and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

1. Appointment of Mr. Vineet Agarwal (DIN: 00380300) as an Independent Director

To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution :

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“ RESOLVED THAT in accordance with the provisions of Sections 149, 150, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) and Rules framed thereunder and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”) (including any statutory modification(s), amendment(s) or re-enactment(s) thereof, for the time being in force), the Articles of Association of the Company, based on the recommendations of the Nomination and Remuneration Committee and the Board of Directors of the Company (the “Board”), Mr. Vineet Agarwal (DIN:00380300), who was appointed as an Additional Non-Executive Independent Director of the Company with effect from April 01, 2024 and who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations and who is eligible for appointment and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing his candidature to the office of Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 5 years commencing from April 01, 2024 to March 31, 2029.”

“ RESOLVED FURTHER THAT the Board be and is hereby authorised to do all acts, deeds, matters, things and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

1. or� invitation� to� subscribe� to� �Offer� Redeemable�Non-Convertible�Debentures� of�the�Company�on�private�placement�

To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution :

• “ RESOLVED THAT pursuant to the provisions of Sections 42, 71, 179 and any other applicable provisions of the Companies Act, 2013 read with Companies (Prospectus and Allotment of Securities) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Board of Directors of the Company (which term shall be deemed to include any Committee of the Board duly authorized by it in this regard in accordance with the applicable provisions of the said Act) be and is hereby authorised to issue, offer or invite subscriptions for secured/unsecured redeemable non-convertible debentures, in one or more series/tranches, aggregating upto ` 1500 crores (Rupees fifteen hundred crores only), on private placement basis, and on such terms and conditions as the Board of Directors may, from time to time, determine and consider proper and most beneficial to the Company including as to the timing of issue of such Debentures, the consideration for the issue, the utilisation of the issue proceeds and all other matters connected with or incidental thereto.”

“ RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts and take all such steps including the power to sub-delegate the powers as may be necessary, proper or expedient to give effect to this resolution.”

1. �Ratification�of�Remuneration�of�Cost� Auditors�for�financial�year�2024-25�

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution :

“ RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in

130

Annual Report [2023-24]

force), the remuneration payable to the Cost Auditors appointed by the Board of Directors of the Company, to conduct the audit of the cost records of the Company for the financial year ending March 31, 2025 as provided below, be and is hereby ratified:

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Name of Cost Auditor Business Remuneration payable
H Tara & Co. Technical Textiles Business 3.25 lakhs plus applicable taxes and<br>and Other Businesses reimbursement of actual out of pocket expenses<br>(Membership No. 17321)<br>Sanjay Gupta & Associates Chemicals Business and 5.25 lakhs plus applicable taxes
Packaging Films Business and reimbursement of actual out of
(Membership No. 18672)
pocket expenses
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By Order of the Board of Directors

Date : May 07, 2024 Place : Gurugram

Rajat Lakhanpal Sr. VP (Corporate Compliance) & Company Secretary Membership No. ACS 12725

SRF Limited

(CIN: L18101DL1970PLC005197) Regd. Office: The Galleria, DLF Mayur Vihar, Unit No. 236 & 237, 2nd Floor, Mayur Place, Mayur Vihar Phase I Extn, Delhi – 110091

NOTES

1. Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, which sets out details of material facts relating to the Special businesses to be transacted at this AGM, is annexed hereto.

2. Ministry of Corporate Affairs (“MCA”), vide Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020 read with Circular No. 20/2020 dated May 5, 2020 read together with Circular No. 02/2021 dated January 13, 2021 read with Circular No. 2/2022 dated May 5, 2022 read with Circular No. 10/2022 dated December 28, 2022 and Circular No. 09/2023 dated September 25, 2023 (collectively referred to as ‘MCA Circulars’) and SEBI vide its circular dated May 12, 2020, January 15, 2021, May 13, 2022, January 5, 2023 and dated October 07, 2023 (collectively referred to as ‘SEBI Circulars’) has permitted

to hold Annual General Meeting (AGM) through Video Conferencing (VC) or Other Audio Visual means (OAVM).

1. In compliance with the applicable provisions of the Companies Act, 2013 (“the Act”) read with the aforesaid MCA Circulars and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the 53rd AGM of the Company is being conducted through VC/OAVM. Deemed Venue for meeting will be Registered Office: The Galleria, DLF Mayur Vihar, Unit No. 236 & 237, 2nd Floor, Mayur Place, Mayur Vihar Phase I Extn, Delhi – 110091.

2. National Securities Depository Limited (NSDL), will be providing facility for voting through remote e-voting, for participation in the 53rd AGM through VC/OAVM facility and e-voting during the AGM.

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1. Since, the meeting is being conducted through VC/OAVM, facility of appointing proxies to attend and vote at the meeting on behalf of the members of the Company is not available and hence the proxy form is not annexed to this notice. However, Body Corporates are entitled to appoint authorized representatives to attend the AGM through VC/OAVM and participate there at and cast their votes through e-voting.

2. Body Corporates who intend to authorize representatives to participate and vote on their behalf in the meeting to be held through VC/ OAVM are requested to send, in advance, a duly certified copy of the relevant board resolution/ letter of authority/power of attorney to the Scrutinizer by e-mail to arvindkohli@gmail.com and to the Company at cs@srf.com through its registered E-mail Address.

3. The attendance of members (members’ login) attending the AGM through VC/ OAVM shall be reckoned for the purpose of Quorum under Section 103 of the Companies Act, 2013 and hence no attendance slip is attached to the notice.

4. Pursuant to the applicable provisions of the Companies Act 2013, unpaid/unclaimed dividends up to the financial year 2016-17, were transferred to the Investor Education & Protection Fund (IEPF). Besides the dividend so transferred, Company has also transferred the relative share scrips in respect of dividends which remained unpaid for a continuous period of seven years to the demat account of IEPF Authority, in accordance with the applicable provisions of Companies Act, 2013 and Rules made thereunder. It may be noted that once the unclaimed / unpaid dividend and/or shares are so transferred; the same can only be reclaimed by a shareholder from the IEPF Authority in accordance with the applicable provisions of the Companies Act 2013 and relevant Rules made thereunder by following the prescribed procedure in this regard. The IEPF Rules and the application Form (Form IEPF-5), as prescribed by the Ministry of Corporate Affairs, are available on the website of the Ministry of Corporate Affairs at www.iepf.gov.in. Details of the unpaid/ unclaimed dividend and shares transferred to

IEPF from time to time also have been uploaded on the “Investors Section” of the website of the Company viz. www.srf.com .

Members, who have not encashed their dividend pertaining to financial year 2017-18 onwards, are advised to write at einward.ris@kfntech.com to M/s. Kfin Technologies Limited, Registrar of the Company immediately for claiming the same.

1. Members desiring any information/ clarification on the financial statements or any of the resolutions as detailed in the Notice are requested to write to the Company on or before June 21, 2024 through an E-mail to cs@srf.com, specifying his/her name along with Demat account details. The same shall be replied by the Company suitably.

2. The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Companies Act, 2013, the Register of contracts or arrangements in which directors are interested under Section 189 of the Companies Act, 2013, ESPS Certificate by Secretarial Auditor dated May 07, 2024 that SRF Limited Long term Share based Incentives Plan, 2018 has been implemented in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and in accordance with the resolutions of the company passed through Postal Ballot on March 26, 2018. All documents referred to in the Notice will also be available for electronic inspection without any fee by the members from the date of circulation of this Notice up to the date of AGM, i.e. June 28, 2024. Members can inspect the same by sending an E-mail to cs@srf.com.

3. Pursuant to the MCA Circulars and SEBI Circulars, the Notice of the 53rd AGM and the Annual Report for the financial year 2023-24 are being sent only by email to the Members whose name appear in the register of members/depositories as at closing hours of business on May 24, 2024. Members may note that the Notice and Annual Report 2023-24 will also be available on the Company’s website www.srf.com, websites of the Stock Exchanges, that is, BSE Limited and National Stock Exchange of India Limited

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Annual Report [2023-24]

at www.bseindia.com and www.nseindia.com, respectively, and on the website of NSDL, the e-voting agency at www.evoting.nsdl.com. The physical copy of the Notice along with Annual Report shall be made available to the Member(s) who may request for the same in writing to the Company.

1. Those Members, whose email address is not registered with the Company or with their respective Depository Participant/s, and who wish to receive the Notice of the 53rd AGM and the Annual Report for the year 2023-24 and all other communication sent by the Company, from time to time, can get their email address registered by following the steps as given below:-

2. a. For Members holding shares in physical form, please send scan copy of a signed request letter mentioning your folio number, complete address, email address to be registered along with scanned self attested copy of the PAN and any document (such as Driving License, Passport, Bank Statement, AADHAR) supporting the registered address of the Member, by email to the Company’s email address at cs@srf.com or to Registrar & Transfer Agent email address at Einward.ris@kfntech.com

3. b. For the Members holding shares in demat form, please update your email address through your respective Depository Participant/s.

4. We request Members to support our commitment to environmental protection by choosing to receive the Company’s communication through email. Members holding shares in Demat mode, who have not registered their email addresses are requested to register their email addresses with their respective DP, and Members holding shares in physical mode are requested to update their email addresses with the Company’s RTA at einward.ris@kfntech.com. Members may follow the process detailed below for availing other services from RTA :

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Type of Holder Process to be followed
Physical For availing the following investor services, send a written request in the prescribed forms to the
RTA of the Company, KFin Technologies Limited either by email to einward.ris@kfntech.com or by
post to Selenium Tower B, Plot 31 & 32, Financial District, Nanakramguda, Serilingampally Mandal,
Hyderabad – 500032
Form for availing investor services to register PAN, email address, bank details and Form ISR - 1
other KYC details or changes / update thereof for securities held in physical mode
Update of signature of securities holder Form ISR - 2
For nomination as provided in the Rules 19 (1) of Companies (Share capital and Form SH-13
debenture) Rules, 2014
Declaration to opt out Form ISR-3
Cancellation of nomination by the holder(s) (along with ISR-3) / Change of Nominee Form SH-14
Form for requesting issue of Duplicate Certificate and other service requests for ISR-4
shares / debentures / bonds, etc., held in physical form
The forms for updating the above details are available at Company’s Website https://www.srf.com/
-
investors/investors information/ and website of RTA at Investor Support Center | Kfintech
Demat Please contact your DP and register your email address and bank account details in your demat
account, as per the process advised by your DP.
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1. SEBI has mandated the submission of PAN, KYC details and nomination by holders of physical securities and linking PAN with Aadhaar vide its circulars dated March 16, 2023, and November 17, 2023. Shareholders are requested to submit their PAN, KYC and nomination details to the Company’s RTA KFin Technologies Limited at https://ris.kfntech.com/clientservices/isc/ default.aspx. The forms for updating the same are available at https://www.srf.com/investors/ investors-information/ Members holding shares in electronic form are also requested to submit / update their KYC details and bank details with their depository participant(s) and link PAN with Aadhaar, if required.

2. Nomination facility as per the provisions of Section 72 of the Act is available to individuals holding shares in the Company. Members can nominate a person in respect of all the shares held by him singly or jointly. Members holding shares in physical form and who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. If a member desires to opt out or cancel the earlier nomination and record a fresh nomination, he/ she may submit the same in Form ISR-3 or SH-14 as the case may be. The said forms can be downloaded from the website of the Company and RTA. Members holding shares in electronic form may approach their respective DPs for completing the nomination formalities.

3. To prevent fraudulent transactions, members are advised to exercise due diligence and notify to their Depositories Participants (DPs) in respect of their electronic share accounts and to the Company’s Registrar of any change in address or demise of any member as soon as possible. Members are also advised to not leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned DPs and holdings should be verified from time to time.

4. In case of joint holders attending the meeting, the members whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote.

Voting through electronic means

• I. In compliance with provisions of Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (“ICSI”) and the provisions of Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,read with MCA Circulars and SEBI Circulars, the Company is providing remote e-Voting facility to its Members in respect of the business to be transacted at the 53rd AGM and facility for those Members participating in the 53rd AGM to cast vote through e-Voting system during the 53rd AGM.

• II. The remote e-Voting period will commence on June 25, 2024 (9:00 am IST) and end on June 27, 2024 (5:00 pm IST) . During this period, Members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of June 21, 2024 , may cast their vote by remote e-Voting. The remote e-Voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently.

Any person, who are other than individual shareholders holding securities in Demat mode and shareholders holding securities in physical mode, who acquires shares of the Company and become member of the Company after dispatch of the notice and holding shares as of the Cut-off date may obtain the login ID and password by sending a request at evoting@ nsdl.com However, if you are already registered with NSDL for remote e-Voting then you can use your existing user ID and password for casting your vote. If you have forgotten your password, you could reset your password by using “Forgot User Details/Password” or “Physical User Reset Password” option available on www.evoting. nsdl.com. In case of Individual shareholders holding securities in Demat mode, who acquires shares of the Company and become member of the Company after dispatch of the Notice and holding shares as of the Cut-off date, are requested to follow the login method mentioned below in point (A) under e-Voting instructions.

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Annual Report [2023-24]

�The�details�of�the�process�and�manner�for�remote�e-voting�and�voting�during�the�AGM� are explained here below:

Step 1 : Access to NSDL e-Voting system

�Step�2�:�Cast�your�vote�electronically�on�NSDL�e-Voting�system Details on Step 1 is mentioned below:

A)��Login�method�for�e-Voting�and�joining�virtual�meeting�for�Individual�shareholders�holding� securities in Demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in Demat mode are allowed to vote through their Demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their Demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

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Type of shareholders Login Method
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Individual	Shareholders	A. NSDL IDeAS facility
holding securities in demat mode with NSDL.		If you are already registered for NSDL IDeAS facility 1. Please visit the e-Services website of NSDL. Open web browser by typing the following URL:
		https://eservices.nsdl.com/either on a Personal Computer or on a mobile.
		2. Once the home page of e-Services is launched, click on the “BenefcialOwner” icon under
		“Login” which is available under “IDeAS” section.
		3. A new screen will open. You will have to enter your User ID and Password. After successful
		authentication, you will be able to see e-Voting services.
		4. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page.
		5. Click on options available against company name ore-Voting serviceprovider-NSDL
		and you will be re-directed to NSDL e-Voting website for casting your vote during the
		remote e-Voting period or joining virtual meeting & voting during the meeting.

If�the�user�is�not�registered�for�IDeAS�e-Services,

1. The option to register is available at https://eservices.nsdl.com. 2. Select “ Register Online for IDeAS ” Portal or click at https://eservices.nsdl.com/ SecureWeb/IdeasDirectReg.jsp

2. Upon�successful�registration,�please�follow�steps�given�at�Point�1�to�5�above. B. e-Voting website of NSDL 1. Visit e-Voting website of NSDL. Open web browser by typing the following URL: https:// www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

3. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under Shareholder/Member’ section.

4. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen.

5. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on options available against company name or e-Voting service�provider�-�NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

6. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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Type of shareholders Login Method
Individual Shareholders 1. Existing users who have opted for Easi / Easiest, they can login through their user id
holding securities in and password. Option will be made available to reach e-Voting page without any further
demat mode with CDSL authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/
myeasi/home/login or www.cdslindia.com and click on New System Myeasi.
2. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu.
The Menu will have links of �e-Voting�service�provider�i.e.�NSDL . Click on NSDL to
cast your vote.
3. If the user is not registered for Easi/Easiest, option to register is available at
https://web.cdslindia.com/myeasi/Registration/EasiRegistration
4. Alternatively, the user can directly access e-Voting page by providing demat Account Number
and PAN No. from a link in www.cdslindia.com home page. The system will authenticate
the user by sending OTP on registered Mobile & Email as recorded in the demat Account.
After successful authentication, user will be provided links for the respective ESP i.e.
NSDL where the e-Voting is in progress.
Individual Shareholders 1. You can also login using the login credentials of your demat account through your Depository
(holding securities in demat Participant registered with NSDL/CDSL for e-Voting facility.
mode) login through their
2. Once login, you will be able to see e-Voting option. Once you click on e-Voting option, you
depository participants
will be redirected to NSDL/CDSL Depository site after successful authentication, wherein
you can see e-Voting feature.
3. Click on options available against company name or e-Voting�service�provider-NSDL
and you will be redirected to e-Voting website of NSDL for casting your vote during the
remote e-Voting period or joining virtual meeting & voting during the meeting.
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Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL

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Login type Helpdesk details
Individual Shareholders holding securities Members facing any technical issue in login can contact NSDL helpdesk by
in demat mode with NSDL sending a request at evoting@nsdl.com or call at 022-48867000
Individual Shareholders holding securities Members facing any technical issue in login can contact CDSL
in demat mode with CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com
or contact at 1800225533
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• B)��Login�Method�for�e-Voting�and�joining�virtual�meeting,�shareholders�other�than�Individual� shareholders holding securities in Demat mode and shareholders holding securities in physical mode.

• How to Log-in to NSDL e-Voting website?

• Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

• Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

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Annual Report [2023-24]

1. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below :

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Manner of holding Your User ID is:
shares i.e.
Demat (NSDL or
CDSL) or Physical
a) For Members who 8 Character DP ID followed
hold shares in by 8 Digit Client ID
demat account
with NSDL. For example if your DP ID
is IN300 and Client ID
is 12 then your user
ID is IN30012**.
b) For Members who 16 Digit Beneficiary ID
hold shares in
demat account For example if your
with CDSL. Beneficiary ID is
12**
then your user ID is
12**
c) For Members EVEN Number
holding shares followed by Folio
in Physical Form. Number registered
with the company
For example if folio
number is 001 and
EVEN is 123456 then
user ID is 123456001
----- End of picture text -----**

1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you

retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

• c)� How�to�retrieve�your�‘initial�password’?

• (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

• (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered

• If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

  • a) Click on “ Forgot User Details/ Password? ”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

  • b) �Physical�User�Reset�Password? ” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

  • c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

  • d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

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1. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

2. Now, you will have to click on “Login” button.

3. After you click on the “Login” button, Home page of e-Voting will open.

Step�2:�Cast�your�vote�electronically�and�join�

General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join General Meeting”.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-

1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.

2. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.

3. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to arvindkohli@gmail.com with a copy marked to evoting@nsdl.com and cs@srf.com

Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on “ Upload Board Resolution / Authority Letter ” displayed under “e-Voting” tab in their login

1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

2. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.:

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Annual Report [2023-24]

1800 1020 990 and 1800 22 44 30 or send a request to Pallavi Mhatre at evoting@nsdl.com

1. Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

2. a) In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to evoting@nsdl. com or cs@srf.com.

3. b) In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to evoting@ nsdl.com or cs@srf.com. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/ OAVM ARE AS UNDER:

1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC/OAVM link” placed under “ Join General meeting ” menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the

User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

1. Members are encouraged to join the Meeting through Laptops for better experience.

2. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

3. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

4. Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered email address mentioning their name, DP ID and Client ID/folio number, PAN, mobile number at cs@srf.com from June 21, 2024 (9:00 am IST) to June 24, 2024 (5:00 pm IST). Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

5. The Members can join the AGM through VC/ OAVM mode 30 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation in the AGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc., who are allowed to attend the AGM without restriction on account of first come first served basis.

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1. Any person who acquires shares of the Company and becomes member of the Company post-dispatch of Notice of AGM along with the Annual Report before the Cut-Off Date may obtain the login ID and password by sending a request to NSDL at evoting@nsdl.com or at Company’s email address at cs@srf.com. However if they are already registered with NSDL for remote e-Voting then they can use their existing user ID and password for casting their vote. If they forgot their password, they can reset their password by using “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com

2. The voting rights of the members shall be in proportion to the paid-up value of their shares in the equity capital of the Company as on the Cut-off Date.

3. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories, as on the cut-off date, only shall be entitled to avail the facility of remote e-voting or e-voting during the AGM.

4. Mr. Arvind Kohli, (Membership No. FCS 4434, CP 2818) Practicing Company Secretary, Proprietor of M/s Arvind Kohli & Associates, Company Secretaries has been appointed as the Scrutinizer to scrutinize the entire e-voting process in a fair and transparent manner.

5. The results declared along with the report of the Scrutinizer shall be placed on the Company’s website https://www.srf.com and on the website of NSDL www.evoting.nsdl.com immediately after the declaration of results by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the concerned Stock Exchanges i.e. BSE and NSE.

6. Since the AGM will be held through VC/OAVM, the Route Map is not annexed to this Notice.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 & DETAILS OF DIRECTORS SEEKING APPOINTMENT/ RE-APPOINTMENT AS REQUIRED UNDER LISTING REGULATIONS AND SECRETARIAL STANDARDS ON GENERAL MEETINGS

Item No. 2

Mr. Vellayan Subbiah (DIN: 01138759)

Mr. Vellayan Subbiah is a Director liable to retire by rotation. In compliance with the requirements of Section 152 of the Companies Act, 2013, Mr. Vellayan Subbiah shall, retire at the 53rd Annual General Meeting and being eligible offers himself for re-appointment.

Mr. Vellayan Subbiah (54) is a Bachelor of Technology in Civil Engineering from IIT, Madras, and holds a Master’s Degree in Business Administration from the University of Michigan. He has over 28 years of work experience in consulting, technology manufacturing, and financial services.

Mr. Vellayan Subbiah is the Chairman of Cholamandalam Investment & Finance Co. Ltd., a leading NBFCs in India in the business of Vehicle Finance, Home Loans, SME Loans, etc. Mr. Vellayan worked with McKinsey & Company, USA for six years. His experience at McKinsey spanned across strategic consulting, mergers and acquisitions and operations management. Vellayan also worked with 24/7 Customer Inc., Sundaram Fasteners, and Laserwords in different capacities. He was a recipient of the Extraordinary Entrepreneur of the year – TiECON 2014 Award.

Mr Vellayan Subbiah holds 67035 shares (0.02%) shares in the Company. Details of Directorship in other Companies and Memberships and Chairmanships of the Committees in other Companies are as follows -

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Annual Report [2023-24]

==> picture [213 x 320] intentionally omitted <==

----- Start of picture text -----

Directorships in Committee Membership
other companies
Cholamandalam - Corporate Social Responsibility
Investment & Committee - Chairman
Finance Co. Ltd - IT Strategy Committee
- Nomination &
Remuneration Committee
- Business Committee – Chairman
Tube Investments - Shares &
of India Limited Debentures Committee
- Loans Committee
CG Power and Industrial - Nomination &
Solutions Limited Remuneration Committee
- Risk Management
Committee – Chairman
Cholamandalam Financial Nil
Holdings Limited
Ambadi Investments Ltd Nil
3xper Nil
Innoventure Limited
Cherrytin Online Nil
Private Limited
DOT IOT Technologies Nil
Private Limited
TI Clean Mobility Nil
Private Limited
CG Semi Private Limited Nil
Mavco Investments Nil
Private Limited
----- End of picture text -----

None of the Directors or Key Managerial Personnel or their relatives except Mr. Vellayan Subbiah, are in any way concerned or interested, financially or otherwise, in the Resolution.

The Board recommends the ordinary resolution set out in item no. 2 of the Notice for approval by the members.

Item No. 3

The Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee had approved the appointment of Ms. Ira Gupta (50 years) (DIN:07517101), as an Additional Non-Executive Independent Director of the Company with effect from April 01, 2024 under Sections 149, 150, 152 and other applicable provisions of the Companies Act, 2013 (the “Act”) and the Articles of Association of the Company.

In accordance with the provisions of Section 149 read with Schedule IV of the Act, appointment of Independent Director requires approval of the members of the Company.

The Company has received notice under Section 160 of the Act from a member proposing the candidature of Ms. Ira Gupta for the office of an Independent Director of the Company. The Company has also received from Ms. Gupta (i) consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014, (ii) intimation in Form DIR-8 in terms of the Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that she is not disqualified under Section 164(1) and 164(2) of the Act, (iii) a declaration to the effect that she meets the criteria of independence as provided under Section 149(6) of the Act and Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations, (iv) declaration pursuant to BSE Circular No. LIST/ COMP/14/2018-19 dated June 20, 2018 and NSE Circular No. NSE/CML/2018/24 dated June 20, 2018, that she has not been debarred from holding office of a Director by virtue of any Order passed by the Securities and Exchange Board of India or any other such authority.

Further, Ms. Gupta has confirmed that she is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact her ability to discharge her duties as an Independent Director of the Company. Ms. Gupta has confirmed that she is in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to her registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

Ms. Ira Gupta leads a HR Advisory practice focused on leadership coaching, succession and culture. She brings 27 years of experience as a HR leader and coach and believes in the ability to scale impact for organisations and people through helping leaders achieve their full potential. She has been the CHRO at

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Microsoft India and South Asia and led HR functions in organisations that spanned product engineering, development centres, services delivery, consulting, research labs, and sales and marketing in these geographies. Prior to 12 years with Microsoft, she was HR leader at GlaxoSmithKline. She has worked extensively on succession and talent management, leadership coaching and development, organisation transformation and culture across companies engaged in Tech, Pharma and FMCG sectors. She has worked as a Director on the governing bodies of NGOs, Advisory Board member for educational institutions including XLRI and a member of committees at both CII and FICCI.

The nomination and remuneration committee has considered her diverse skills, analysing business problems, adapting to changing business conditions, Talent Management, Devising plans for New Business, Proposing solutions in Business problems, Mentoring Abilities, Critical thinking, Strategic planning, Analytical Decision making, Leading change, Leading people and vast global business experience, among others, as being some of the skills identified by the Board for an Independent Director. In view of the above, the nomination and remuneration committee and the Board are of the view that Ms. Ira Gupta possesses the requisite skills and capabilities, which would be of immense benefit to the Company, and hence, it is desirable to appoint her as an independent director.

In the opinion of the Board, Ms. Ira Gupta is independent of the management.

Ms. Ira Gupta has no shareholding in the Company. She is a member of Nomination and Remuneration Committee and Corporate Social Responsibility Committee of the Company, and she doesn’t hold directorship in any other Company. She was Independent Director in KAMA Holdings Limited till February 13, 2024.

The terms and conditions of appointment of Ms. Gupta as an Independent Director is available at www.srf.com

Except Ms. Gupta, none of the Directors, Key Managerial Personnel or their relatives are concerned or interested, financial or otherwise, in the Resolution.

Keeping in view her vast experience in the field of people and talent management which can add value to the discussions and deliberations of the Board, her appointment is recommended for approval of the members by way of special Resolution set out in Item No. 3 of the Notice.

Item No. 4

The Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee had approved the appointment of Mr. Vineet Agarwal (50 years) (DIN: 00380300), as an Additional Non-Executive Independent Director of the Company with effect from April 01, 2024 under Sections 149, 150, 152 and other applicable provisions of the Companies Act, 2013 (the “Act”) and the Articles of Association of the Company.

In accordance with the provisions of Section 149 read with Schedule IV of the Act, appointment of Independent Director requires approval of the members of the Company.

The Company has received notice under Section 160 of the Act from a member proposing the candidature of Mr. Vineet Agarwal for the office of an Independent Director of the Company. The Company has also received from Mr. Agarwal (i) consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014, (ii) intimation in Form DIR-8 in terms of the Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he is not disqualified under Section 164(1) and 164(2) of the Act, (iii) a declaration to the effect that he meets the criteria of independence as provided under Section 149(6) of the Act and Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations, (iv) declaration pursuant to BSE Circular No. LIST/ COMP/14/2018-19 dated June 20, 2018 and NSE Circular No. NSE/CML/2018/24 dated June 20, 2018, that he has not been debarred from holding office of a Director by virtue of any Order passed by the Securities and Exchange Board of India or any other such authority.

Further, Mr. Agarwal has confirmed that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair

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Annual Report [2023-24]

or impact his ability to discharge his duties as an Independent Director of the Company. Mr. Agarwal has confirmed that he is in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to his registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

Mr. Vineet Agarwal is the Managing Director of Transport Corporation of India Ltd. which is one of India’s largest logistics companies. He graduated from Carnegie Mellon University and the Owner President Management program from Harvard Business School. Mr. Agarwal joined TCI in 1996 as the Executive Director and has held various roles within the Company.

Under his leadership, TCI has adapted to new technologies and work systems to grow from strength to strength. He has been active in transforming the organization towards value- added services in the area of supply chain management and multimodal logistics. Mr. Agarwal has played a pivotal role in orienting TCI to move from being a mere trucking company to evolve itself as one of India’s foremost integrated multimodal supply chain solutions provider.

He is ex-President of ASSOCHAM, a leading Chamber of Commerce in India and on the Board of the National Start-up Advisory council. Mr. Agarwal is the Chairman of Transystem Logistics International Limited (a joint venture with Mitsui & Co.) and the Chairman of TCI CONCOR Multimodal Logistics Ltd (a joint venture with CONCOR India Ltd.).

The nomination and remuneration committee has considered his diverse skills, Understanding of relevant laws, rules, regulation and policy, analysing business problems, adapting to changing business conditions, Recommending cost-cutting measures, Recommending Process Improvements, Accounting and finance, Talent Management, Compliance and risk, Devising plans for New Business, Proposing solutions to Business problems, Innovation, Integrity and ethical standards, Mentoring Abilities, Critical thinking, Strategic planning, Entrepreneurial & Commercial Acumen, Analytical Decision making, Customer Centricity, Leading change, Leading people and vast global business experience, among others,

as being some of the skills identified by the Board for an Independent Director. In view of the above, the nomination and remuneration committee and the Board are of the view that Mr. Vineet Agarwal possesses the requisite skills and capabilities, which would be of immense benefit to the Company, and hence, it is desirable to appoint him as an independent director.

In the opinion of the Board, Mr. Agarwal is independent of the management.

Mr. Agarwal has no shareholding in the Company. He is a member of Nomination and Remuneration Committee of the Company.

==> picture [214 x 327] intentionally omitted <==

----- Start of picture text -----

Directorship in Committee Membership
other companies
Transport Corporation - Risk Management Committee
of India Limited - Share Transfer Committee
- Corporate &
Restructuring Committee
- Executive
Authorisation - Chairman
Transystem Logistics Nil
International
Private Limited
Loglabs Ventures Nil
Private Limited
TCI Developers Limited - Audit Committee
- Nomination &
Remuneration Committee
- Stakeholders
Relationship Committee
- Share Transfer Committee
Somany Ceramics Limited - Audit Committee
- Risk Management Committee
TCI-Concor Multimodal Nil
Solutions Private Limited
Gloxinia Farms Nil
Private Limited
TCI Institute of Logistics Nil
TCI Express Limited - Audit Committee
- Stakeholders -Relationship
Committee
- Share Transfer Committee
TCI Cold Chain Nil
Solutions Limited
----- End of picture text -----

The terms and conditions of appointment of Mr. Agarwal as an Independent Director is available at www.srf.com

Except Mr. Vineet Agarwal, none of the Directors, Key Managerial Personnel or their relatives are concerned or interested, financial or otherwise, in the Resolution.

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Keeping in view his vast experience of Mr. Agarwal which can add value to the discussions and deliberations of the Board, his appointment is recommended for approval of the members by way of special Resolution set out in Item No. 4 of the Notice.

Item No. 5

As per the provisions of Section 42 of the Companies Act, 2013 read with Companies (Prospectus and allotment of Securities) Rules, 2014, private placement of redeemable, non-convertible debentures requires approval of shareholders by way of special resolution. However, the Company may pass a special resolution once in a year for all the offers or invitation for such debentures during the year.

In order to provide for resources for financing of capital expenditure requirements, re-financing of existing debt, general corporate purposes and such other purposes of the Company as are allowed by the applicable laws, the Company may be required to offer or invite subscription for secured/ unsecured redeemable non-convertible debentures, in one or more series/tranches on private placement.

Pricing of debentures is determined and impacted by general economic conditions and monetary policy, Company specific rating and outlook of the investor on the Company.

None of the Directors/Key Managerial Personnel of the Company/their relatives are, in any way, concerned or interested, financially or otherwise, in the Resolution.

amount not exceeding ` 1500 crores, in one or more tranches, during the period of one year from the date of this Annual General Meeting.

Item No. 6

The Board, on the recommendation of the Audit Committee, has approved the appointment of the Cost Auditors to conduct audit of the cost records of the Company for the financial year ending March 31, 2025 at the remuneration as provided in the resolution.

In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the shareholders of the Company.

None of the Directors or Key Managerial Personnel or their relatives are, in any way, concerned or interested, financially or otherwise, in the Resolution.

Both the cost auditors had rendered satisfactory service during their last tenure, therefore the Board of Directors recommend Ordinary Resolution set out at Item No. 6 of the Notice for approval by the members.

By Order of the Board of Directors

Rajat Lakhanpal Sr. VP (Corporate Compliance) & Date : May 07, 2024 Company Secretary Place : Gurugram Membership No. ACS 12725

SRF Limited

In view of the above, the Board of Directors recommend the Special Resolution set out at Item No. 5 of the Notice for approval of the members authorising the Board to issue redeemable, non-convertible Debentures by private placement for an aggregate

(CIN: L18101DL1970PLC005197) Regd. Office: The Galleria, DLF Mayur Vihar, Unit No. 236 & 237, 2nd Floor, Mayur Place, Mayur Vihar Phase I Extn, Delhi – 110091

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