Director Report

Dear Members,

Your Directors have the pleasure in presenting the 50th Annual Report of your Company together with audited financial statements for the year ended on March 31, 2023.

FINANCIAL PERFORMANCE

Your Company's financial performance during the year ended March 31, 2023 as compared to previous financial year is summarized below:

(Rs in lakhs)

OPERATING RESULTS AND PROFIT

During the year under review, total revenue from operations of your Company was 237,227.36 Lakhs as compared to 217,901.56 Lakhs during previous financial year with an approx. 9% increase in the total revenue as compared to previous year. Your Company's profit before tax in financial year 2022-23 was 24,696.59 Lakhs as compared to a profit before tax of 44,257.82 Lakhs in previous year and the Total Comprehensive Income for the financial year 2022-23 was 18,365.03 Lakhs as compared to 32,288.25 Lakhs in the previous year.

DIVIDEND

Considering the performance of the Company and to appropriately reward the members in view of excellent profits, an interim dividend of 80/- per equity share (800%) was declared for the Financial Year 2022-23 on March 16, 2023 and the same was paid to the shareholders in April 2023. During the year, the Company had also declared an interim dividend of 105/- per equity share (1050%) for the Financial Year 2021-22 on May 26, 2022, which was paid in June 2022.

The Board of Directors have recommended a dividend of 24/- per equity share of INR 10 each (240%). This dividend is subject to the approval of the Members at the forthcoming annual general meeting and if approved, Members whose name appear on the register of Members on August 02, 2023 will be entitled to the dividend.

The total dividend for FY 2022-23 amounts to 104/- per equity share and would involve a total cash out flow of 18,289.05 Lakhs.

The declaration of dividend is in accordance with the Company's Dividend Distribution Policy. The Dividend Distribution Policy of the Company is available on the Company's 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 OF NAME AND REGISTERED OFFICE OF THE COMPANY

During the year, consequent to the change of ownership and control, by virtue of acquisition of entire promoter shareholding held from INEOS Styrolution APAC Pte Ltd by Shiva Performance Materials Private Limited, the name of the Company was changed from INEOS Styrolution India Limited to Styrenix Performance Materials Limited with effect from January 05, 2023.

The Company has shifted its registered officeto the new office premises at 9 Floor, 'Shiva', Sarabhai Complex, Dr. Vikram Sarabhai Marg, Vadiwadi, Vadodara 390023 with effect from May 26, 2023.

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Regulation 34(2) 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 a airs 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 Company does not have any subsidiaries and hence is not required to publish Consolidated Financial Statements.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

O Appointments/Re-appointments

During the year under review:

1. Following directors were appointed at the 49 th Annual General Meeting of the Company held on August 10, 2022:

The resolution proposing the appointment of Mr. Ramesh Chandak as an Independent Director for a period of 3 years, was treated as infructuous since he had withdrawn his candidature.

2. Pursuant to the sale of 10,761,178 equity shares representing 61.19% of the voting share capital of the Company by INEOS Styrolution APAC Pte. Ltd. to Shiva Performance Materials Private Limited ("Acquirer") on November 17, 2022 in terms of the share purchase agreement dated August 01, 2022 and acquisition of 2,69,980 equity shares of the Company by the Acquirer from public shareholders representing 1.54% of the voting share capital of the Company on November 16, 2022, Shiva Performance Materials Private Limited became the promoter of the Company and the entire Board of Directors was reconstituted.

The Board had appointed 4 Executive and 4 Independent Directors (IDs) as follows and the said appointments were approved by the shareholders, who granted their approval by way of postal ballot:

The aforesaid appointments were made pursuant to a detailed evaluation by the Nomination and Remuneration Committee members and their unanimous recommendation to the Board. The Board believed that the new Directors possess the adequate integrity, expertise and experience (including the pro ciency), as required for being appointed as 'an Independent Director'.

O Retirement by rotation.

Mr. Rakesh Agrawal, Executive and Non-independent Director (Chairman of the Board), who retires by rotation and being eligible, offers himself for re-appointment in terms of the Articles of Association of the Company.

O Resignation / Cessation

Due to change of ownership and management of the Company, following Directors resigned during the year:

Further, during the financial year 2022-23, subsequent to the completion of second consecutive term as Independent Director, following directors retired as 'Independent Director' from the Board and its various Committees.

The Board places on records its appreciation for the efforts and contributions from all the Directors during their respective tenure as Directors of the Company.

O Policy on Directors' appointment and remuneration

The policy on Director's appointment and remuneration, including criteria for determining quali cations, 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 financial year under review, the Board of Directors duly met 11 (eleven) times. The details of the Board meetings with regard to their dates and attendance of each of the Directors thereat have been set out in the Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS

Mr. Milin Mehta, Mr. Premkumar Taneja, Mr. P. N. Prasad and Mrs. Radhika Nath are the Independent Directors on the Board of Directors of the Company as on March 31, 2023.

The Board of Directors of the Company hereby con rms 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 con rms that:

i) in the preparation of the annual accounts for the financial year ended March 31, 2023, 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 a airs of the Company at the end of financial year and of the profit / loss 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 2/3rd of its members as Independent Directors and is constituted as under, as on March 31, 2023:

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 Company's website

https://styrenix.com/wp-content/uploads/2023/02/Styrenix_Familiarization-Programme-Independent-Directors.pdf

CHANGE IN SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES DURING THE YEAR

Neither the Company has any subsidiary /associate/ joint venture, nor any other company has become/ceased to be subsidiary/ joint venture/ associate company during the year under review. However, during the year, the Company has become subsidiary of Shiva Performance Materials Pvt. Ltd. in view of acquisition of more than 50% of the Equity Shares of the Company, as detailed in foregoing paragraphs.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and operations of the Company in future.

DEPOSITS

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 Company has not granted any loans or made any investments or provided any guarantees or security to the parties covered under Sections 185 and 186 of the Act.

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 Company's 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 2014-15. Now, the next transfer would be due in the month of September 2023 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 2015-16 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 Practising Company Secretary forms part of this report as Annexure - I.

CORPORATE SOCIAL RESPONSIBILITY

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 amount required to be spent on CSR activities during the year ended March 31, 2023 in accordance with the provisions of Section 135 of the Act was 535.30 Lacs and your Company had spent an amount of 60.35 Lacs towards CSR expenses and has transferred an amount of 475 Lacs to the Unspent CSR Account for FY 2022-23 in respect of an ongoing project. The details of CSR expenditure are provided in Annexure - II.

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 AND AGREEMENTS MADE WITH RELATED PARTIES

All related party transactions which were entered into during the year under review were on arm's 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, which have occurred between the end of financial year till the date of this report affecting the financial position of the Company.

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 Company's website (www.styrenix.com). The Annual Return for the year would be updated once the same is led with the Registrar of Companies in due course.

https://styrenix.com/wp-content/uploads/2023/01/49_Sept_Annual-Return-2021-22.pdf

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 areas as well.

The Audit Committee of the Board of Directors, comprising of at least 2/3rd of its members as Independent Directors, regularly reviews the audit plans, significant audit ndings, 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 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, rst-aid and re ghting. 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 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

M/s. Deloitte Haskins & Sells, Chartered Accountants, (Registration No. 117365W) were appointed as the statutory auditors of the Company from the conclusion of 47 th annual general meeting until the conclusion of 52nd annual general meeting of the Company and continue to be the Statutory Auditors.

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, 2023 are self-explanatory and are devoid of any reservation, qualification or adverse remarks.

SECRETARIAL AUDITOR

M/s Devesh Pathak & Associates, Practising Company Secretaries, Vadodara, were appointed as Secretarial Auditor to conduct the secretarial audit of the Company for the financial year 2022-23, in terms of the requirements of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, framed there under. 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, (Firm's registration no. 100221), Cost Accountants, as Cost Auditors of the Company, for the Financial Year 2023-24, 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 arm's length relationship with the Company.

A resolution seeking members' rati cation for the remuneration payable to the Cost Auditors for the Financial Year 2023-24 forms part of the notice of the 50th 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 Company's 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 Company's systems thereby improving e ciencies 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:

- Code of conduct and fair business practices.

- A fair and objective performance management system linked to the performance of the businesses.

- Talent Management initiatives encouraging job rotation to enhance employee engagement.

- Evolution of performance based compensation packages to attract and retain talent within the organization.

- Development of comprehensive training programs to impart and continuously upgrade the industry / function specific skills, etc.

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 trainings 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 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 Company's management and business during the year.