Morganite Crucible (India) Ltd Directors Report

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MANAGEMENT DISCUSSION AND ANALYSIS

To,

The Members of

Morganite Crucible (India) Limited

The Board of Directors ("Board") of your Company are pleased to present herewith the Fortieth (40th) Annual Report of Morganite Crucible (India) Limited and the Audited Financial Statements for the financial year ended March 31, 2025.

FINANCIAL PERFORMANCE:

Your Companys financial performance for the financial year ended March 31, 2025 is summarized as below:

		(Rs. in Lakhs)
	For the Financial year ended
Particulars	March 31, 2025	March 31, 2024
Revenue from Operations	17,419	16,794
Other income	797	610
Total income	18,216	17,404
Operating Expenses	13,374	12,945
Profit before finance cost, depreciation and amortisation	4,842	4,459
Depreciation and Amortisation Expense	886	845
Finance Cost	23	14
Profit before tax	3,932	3,600
Provision for tax	1,178	930
Exceptional Item	0.00	321
Profit after tax (Loss)	2,754	2,349

The revenue from Operations of the Company for the financial year 2024-25 was 17,419 lakhs, as against 16,794 lakhs in the previous year. The gross profit before tax and depreciation was 4,842 lakhs as against 4,459 lakhs in the previous year. The operating expenses increased to 13374 lakhs as against 12,945 lakhs the previous year.

Further, no other material changes or commitments have occurred between the end of the financial year and the date of this Report which affect the financial statements of the Company in respect of the reporting year.

DIVIDEND:

The Board of Directors in their meeting held on November 13, 2024, had paid an interim dividend of 30/- per share to the equity shareholders of the Company as on record date of November 26, 2024. In view of performance recorded by the Company as of March 31, 2025, your Directors are pleased to recommend a final dividend of 19/- per share to the equity shareholders of the Company as on record date of August 14, 2025.

The dividend recommended is in accordance with the Companys Dividend Distribution Policy. The Dividend Distribution Policy of the Company is available on the Companys website and can be accessed at https://www.morganmms.com/en-gb/investors/

ECONOMIC SCENARIO AND BUSINESS OUTLOOK:

In the coming years, we expect the robust growth in your companys end markets within India to continue at their recent pace. Relevant details about the Indian foundry industry which represents the largest end market segment for your company is provided in the next section. We expect continued strength in precious metals prices and continued investments in infrastructure spending to continue to drive growth in our Indian business in the coming years.

Our export markets present a softer outlook, with geopolitical conflicts and continued uncertainty around trade isolationism and tariffs continuing to depress market demand for our products in the immediate years. The precious metals refining segment continues to have a much better outlook with respect to end-market demand.

The lithium ion battery supply markets are also currently seeing muted growth as EV subsidies are rolled back in western countries. However, we expect this market to continue to grow in the near term, even if at lower rates than in the recent past.

INDIAN FOUNDRY INDUSTRY INSIGhT:

The Indian foundry industry is a significant contributor to the countrys manufacturing sector. It supports various industries including automotive, aerospace, and construction. It is one of the largest foundry sectors globally, producing a wide range of castings in materials like iron, steel, and non-ferrous alloys.

The industry is characterized by a fragmented market structure with diverse players, including large conglomerates, specialized companies, and small to medium-sized enterprises. Indian foundries produce over 10 million tons of castings annually, representing about 10% of global production.

The sector generates considerable direct and indirect employment opportunities. However, it encounters challenges including a shortage of skilled workforce, power supply problems, and environmental concerns.

The sector is expected to grow at a CAGR of 10% during the next five-year period (2024-2029). This growth is fuelled by infrastructure development, the automotive industry, and the "Make in India" initiative.

Your Company is dedicated to delivering exceptional value through our products and technical services to maintain ‘Morgan as the preferred supplier in the non-ferrous metals industry. We will continue focusing on providing value-added services for the next generation of products and processes.

NEw PROjECT/ExPANSION

Strategic Projects – 2024 highlights

In line with our long-term vision for technological advancement and sustainability, two major projects were envisioned and progressed during 2024. These projects not only represent engineering excellence but also reflect our commitment to environmental responsibility and market diversification.

1. New Vacuum Impregnation (VI) System

A state-of-the-art Vacuum Impregnation System (Size: 2200 mm x 5000 mm), capable of impregnating crucibles up to size BG1525, was successfully installed and commissioned in 2024. Since its commissioning, the system has been consistently delivering results for traditional impregnation applications.

Key features and benefits include:

Future-Ready Design: Engineered for compatibility with new-generation impregnation solutions that have the potential to eliminate one firing cycle and enable room-temperature impregnation.

Sustainability Impact: These improvements can lead to significant CO_ emission reductions, aligning with our environmental sustainability and carbon footprint reduction goals.

Operational Excellence: The system offers enhanced ergonomics, improved productivity, and higher efficiency, supporting both workforce well-being and process optimization.

2. Project Compass – LiB Saggar Pilot Line

Project Compass focuses on establishing a pilot manufacturing line for lithium-ion battery (LiB) saggars — critical ceramic containers used in LiB material processing. Initially planned with a minimum annual capacity of 2500 units. The plant will be capable to produce up to 10,000 saggars annually by the end of 2025.

Highlights of this advanced State of art semi-automated facility include:

Streamlined Pilot Lot Production: Enables rapid production of saggar lots for customer qualification and approval.

Consistent Quality: Developed to establish robust process capabilities that ensure product consistency and high performance.

Customer Engagement Platform: Serves as a technology showcase, demonstrating our capabilities to current and potential customers.

Innovation Test Bed: Acts as a platform for experimenting with and validating next-generation material formulations.

These two milestone projects underscore our continued focus on innovation, sustainability, and customer-centric growth. We remain committed to leveraging these advancements to deliver superior value and future-ready solutions across all business lines.

ENVIRONMENT, hEALTh AND SAFETY (EhS):

At Morgan Advanced Materials, we strive for sustainability by ensuring our products and processes benefit society and the environment. We aim for ‘zero harm to our employees by fostering a caring safety culture and developing a world-class safety system.

There were no lost time accidents reported on the site during the year but unfortunately there were 4 first-aid injuries. There were 8 significant near misses reported and for these, as well as for the first-aid injuries, a full investigation was carried out, lessons learned and corrective actions taken. Observations of unsafe actions and unsafe conditions (known as "Dont Walk By" or DWB) are reported on the recently introduced EHS software and investigated and 98% corrected. We are regularly monitoring air, water and soil quality in the factory premises and corrective measures are being taken for any readings that are over the limit. We are also regularly focused on our 6S drive in the factory to create a safer and more productive workplace for our colleagues. There are regular physical site tours performed by the local team and by visiting Leadership Team members. Regular virtual site tours are also conducted.

To be a sustainable company every site within Morgan Advanced Materials aspires to achieve carbon neutrality by 2050, alongside a targeted 30% reduction in water usage across high-stress areas by 2030. At the MCIL site, significant strides have already been made through various initiatives aimed at emission reduction. In 2024, these efforts resulted in an impressive 7% decrease compared to 2023. Our efforts ensures that we contribute to a circular economy where materials are perpetually cycled back into use. These efforts demonstrate our unwavering commitment to sustainability and innovation, ensuring that we not only meet but exceed industry standards and expectations. Key accomplishments include

Optimum utilisation of green energy: 1 MW capacity rooftop solar plant was installed at the facility in three phases. It contributed 38% of the total electricity consumed at the site during FY 2024.

Optimum utilisation of Rainwater: The facility having a rainwater storage capacity of 500 m? for catchment of surface water, It contributed 29% of the total water consumed at the site during FY 2024.

Facility maintain Zero Liquid Discharge for industrial effluent (ZLD)

Facility effectively utilised recycled sewage treated water for gardening

Year	Fresh water utilized in KL	Rainwater utilized in KL	Rainwater % utilization vs fresh water in %
2023	15234	1894	12
2024	12512	3578	29

‘thinkSAFE

At Morgan Advanced Materials, ‘thinkSAFE is a mindset. This means we approach every moment of every working day with safety in mind. We do this by being curious, not complacent, by looking out for each other and by speaking up about safety issues. We consider safety in everything that we do because we care. Our goal remains zero harm.

The six Morgan ‘thinkSAFE commitments provide guidance on how we should behave:

During the year, we conducted ‘thinkSAFE refresher training programme for all shop floor workers, staff employees and agency employees. Additionally each Quarter there is a specific safety topic which is communicated throughout the organisation.

Operational, health and Safety Improvements:

- Separate dedicated charging station for battery operated forklifts

- Installed mezzanine floor for better material flow and vertical space utilization.

- A new store building was constructed with a material storage system for centralized materials handling and easy accessibility.

- The new spray glazing system and VI system is operational to reduce ergonomic concerns.

- QBE group insurance audit & ERM CVS EHSS audit conducted successfully

Employee well-being:

- Additional 2 nos Air Handling units (AHU) installed at the production area to get relief from heat stress.

- An annual medical check-up completed for all employees and health awareness sessions arranged for them.

- Various training organized on EHS and well-being.

- Providing energy drinks to employees who are working in hot areas.

- An awareness session organized for all female employees on womens health and Hygiene by experts.

- Celebration of National Safety Week & Morgan Safety

Week24 to increased awareness among all employee through conducted various activities/competition such as Slogan writing, Poster making, Quiz contest for staff & workmen.

PRODUCT QUALITY AND CERTIFICATIONS:

Morgans purpose is to leverage advanced materials to optimize the worlds resources efficiently and elevate the quality of life. This involves the engineering of high-performance materials and specialized products that provide reliable solutions to our customers technical challenges. We are committed to assisting our customers in achieving more through our superior products and services. We continuously measure and strive to enhance product quality, reliability, and durability. To boost customer satisfaction, our technical services and product teams maintain constant communication with customers, suppliers, and employees, facilitating the continuous development and refinement of new designs, products, applications, and the enhancement of technical specifications and support services.

In support of this MCIL had its ISO9000 accreditation renewed with only minor recommendations being made.

Morgans expansive global presence allows the company to cater to customer needs on a worldwide scale, leveraging both local and global expertise. This capability is something we are eager to showcase. Your Company is well-equipped with a broad range of engineering capabilities, specialist engineering teams, and comprehensive installation support to ensure customers maximize the benefits of Morgans products. We consistently review and analyze manufacturing quality parameters to enhance the overall quality of our products. This purpose-driven approach guides our actions, supports our efforts to operate harmoniously with our environment, informs how we treat our people, and ensures we uphold our responsibility of good corporate governance.

Your Company has made the following improvements during the year -

1. A new VI system has been installed and operational to accommodate bigger size products and improve the capacity.

2. New SPM for E shape products are operational to improve quality and productivity.

3. New CNC machine for Machined components is operational to improve quality and serve new market requirements.

4. The new Spray Glazing system for ISO pressed products is operational to improve productivity and consistently good, fired appearance.

5. New products developed for Brazil Market.

STATE OF AFFAIRS OF The COMPANY

During the year under review there is no change in the nature of the business of your Company.

ChANGES IN ShARE CAPITAL

The paid-up equity share capital of the Company stood at 280 lakhs as on March 31, 2025. During the year, the Company has not issued any shares or convertible securities and does not have any scheme for issue of sweat equity, ESPS or ESOP to the employees or Directors of the Company.

TRANSFER TO RESERVES:

The Board of Directors does not propose to transfer any amount to general reserves during the year under review.

RELATED PARTY TRANSACTIONS:

All related party transactions undertaken during the year were conducted at arms length and within the ordinary course of business. In compliance with the provisions of Section 188 of the Companies Act, 2013, and Regulation 23 of the Securities Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Audit Committee granted omnibus approval for repetitive related party transactions carried out with Morgan Group subsidiary companies for the sale and purchase of goods and services for a period of one year. The Audit Committee reviewed the details of the related party transactions on a quarterly basis.

Further, there were no materially significant related party transactions entered into by the Company with the Promoters, Directors, Key Managerial Personnel or others, which may raise a potential conflict of interest with the Company or requires approval of the shareholders. The Company has not given any loans and advances to any associate company or to firms/ companies in which the Directors have interest hence disclosure as per Regulation 34(3) of Listing Regulations is not applicable.

During the fiscal year 2024-25, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company.

In accordance with Section 134 of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014, the particulars of the contract or arrangement entered by the Company with related parties referred to in Section 188(1) in Form AOC-2 is attached as Annexure - I of this report.

As per Regulation 46 of SEBI Listing Regulations, the Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions is available on Companys website at http://www.morganmms.com/en-gb/investors/

MATERIAL ChANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETwEEN The END OF The FINANCIAL YEAR AND DATE OF REPORT:

During the year under review, there have been no other material changes or commitments made which affect the financial position of the Company between the end of the financial year and the date of the report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, the Company has not provided any loans, given guarantees or made an investment covered under Section 186 of the Companies Act, 2013.

BOARD OF DIRECTORS:

Mr. Mukund Bhogales (DIN- 00072564) tenure as an Independent Director, for two terms, completed on August 9,2024 after the end of business hours.

During the year, Mr. Chandrashekhar Chitale (DIN: 00981668) was appointed as an Independent Director of the Company effective from August 13, 2024 up to the date of next Annual General Meeting (AGM) or last date on which such AGM is required to be held and whose office shall not be liable to retire by rotation. Mr. Bhupendra Kumar Kelam (DIN:10739165) was appointed as an additional Director and member of the Company on the Board & Committee effective from August 13, 2024 up to the date of next Annual General Meeting (AGM) or last date on which such AGM is required to be held and whose office shall not be liable to retire by rotation.

Due to commitments to other assignments, Mr. Nitin Sonawane (DIN: 09701207) and Mr. Bhupendra Kumar Kelam (DIN: 10739165) have submitted their resignations from their positions as ‘Directors & Manager of the Board and member of the committees, effective from May 21, 2024, and February 23, 2025, respectively, at the close of business hours.

In accordance with provisions of Companies Act, 2013 and the Article of Associations of the Company, Mr. Anniruddha Karve, Non-Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

In the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity for the purpose of Rule 8(5)(iii)(a) of the Companies (Accounts) Rules, 2014.

The Company has received declarations from all the Independent Directors of the Company confirming that:

a) they meet the criteria of independence prescribed under the Act and the Listing Regulations; and

b) they have registered their names in the Independent Directors Databank.

The policy on the familiarisation program for Independent Directors including details of Nomination & Remuneration Committee and their roles and responsibility are provided in the Corporate Governance Report. The evaluation of Board including Independent Directors was carried out based on parameters of attendance in every Board and Committee meeting, participation in discussions and independent judgement.

The details of the familiarization program for Independent Directors are posted on the website of the Company and can be accessed at - http://www.morganmms.com/en-gb/investors/

KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of the Companies Act, 2013, the following officials are ‘Key Managerial Personnel of the Company during the financial year ending March 31, 2025 –

1. *Mr. Nitin Sonawane – Manager

2. **Mr. Bhupendra Kumar Kelam – Manager

3. Mr. Hanumant Mandale – Chief Financial Officer

4. Ms. Pooja Jindal – Company Secretary

Note: *Mr. Nitin Sonawane, Manager & Director, resigned on

30th April 2024. The Board accepted his resignation at the meeting held on 21st May 2024 and relieved him from his duties effective from the end of business hours on 21st May 2024.

**Mr. Bhupendra Kumar Kelam was appointed as Manager and additional Director of the Company on August 13, 2024. Due to other commitments, he resigned from the post of Manager, additional Director, and member of the Board & committees effective from February 23, 2025, after the end of business hours.

Further to this Ms. Poonam Bopshetti was appointed as an additional Director & Manager in the Board meeting held on

22nd May 2025

BOARD EVALUATION

As per Regulation 17(10) of Listing Regulations and Section 178 of the Companies Act, 2013, the annual evaluation process of the Board of Directors, as individual Directors and the Board as a whole was carried out based on criteria such as participation and contribution in Board and Committee meetings, enhancing shareholder value, experience and expertise to provide feedback, and guidance to top management on business strategy, governance, risk and understanding of the organizations strategy.

The entire Board has actively participated in every Board and Committee meeting, with a focus on adhering to corporate governance norms. Based on the evaluation results and feedback, the Board and Management have agreed on a way forward that includes strategic engagement aligned with the Morgan Groups long-term strategic plan.

BOARD MEETINGS AND ANNUAL GENERAL MEETING:

During the financial year 2024-25, the Board met four times, the details of which are mentioned in the Corporate Governance Report. The necessary quorum was present in all the Board and Committee meetings during the year. The 39th Annual General Meeting was held on August 13, 2024. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

PARTICULARS OF EMPLOYEES:

During the year under review, no employee was in receipt of remuneration of Rs. 137.71 lakhs or more or employed for part of the year and in receipt of Rs. 11 lakhs or more a month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The particulars of employees pursuant to Section 197 of the Companies Act, 2013 read with Sub-Rule (2) and (3) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report and disclosure with respect to the same is provided in Annexure - III of this report.

VIGIL MEChANISM/whISTLE BLOwER POLICY

Your Company has established a vigil mechanism named as ‘Whistle Blower Policy within your Company in compliance with the provisions of Secon 177(10) of the Act and Regulation 22 of the Listing Regulations.

The policy of such mechanism which has been circulated to all employees within your Company, provides a framework to the employees for guided & proper utilization of the mechanism.

Under the said Policy, provisions have been made to safeguard persons who use this mechanism from victimization. The Policy also provides access to the Chairman of the Audit Committee by any person under certain circumstances. The Whistle Blower Policy is available on your Companys website at http://www. morganmms.com/en-gb/investors/

PREVENTION OF SExUAL hARASSMENT AT wORKPLACE:

The Company has formulated an Internal Complaints Committee, under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has mechanism in place to report sexual harassment cases at workplace.

Your Company has in place, Policy for prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, Redressal) Act, 2013 and the Rules made thereunder. Your Company has zero tolerance on Sexual Harassment at workplace. All employees including permanent and contractual, temporary, trainees and other stakeholders are covered under this policy.

Your Company has organized workshops and awareness programs to educate employees on preventing sexual harassment. During the year, the Company received a complaint alleging sexual harassment. Following a thorough investigation and inquiry, it was determined that there was a violation of the Morgan Code of Conduct. Consequently, appropriate corrective measures were implemented.

RISK MANAGEMENT:

The Risk Management Committee was duly constituted by the Board and the details of the Committee along with term of reference are provided in corporate governance report forming an integral part of this report. The Board of Directors established risk management methodology which seeks to identify, prioritise and mitigate risks, underpinned by a ‘three lines of defence model comprising an internal control framework, internal monitoring and independent assurance processes.

The Board considers that risk management and internal control are fundamental to achieving the Morgan Groups aim of delivering long-term sustainable growth. The Risk

Framework covers business, operational and financial risks reviewed by the Committee on a periodic basis. The severity of each risk is quantified by assessing its inherent impact and mitigated probability to ensure that the residual risk exposure is understood and prioritised for control to avoid future implications.

During the year, the Board reviewed the status of all principal and emerging risks with a significant potential impact on the Company performance. These reviews included an analysis of both the principal risks and emerging risks, together with the controls, monitoring and assurance processes established to mitigate those risks to acceptable levels. As a result of the review, the number of actions were identified to continue to improve internal control and management of risks including improvement on safety and ethics of the Company.

The Committee met on two occasions on May 21, 2024 and November 13, 2024 and reviewed risk relating to competition, operations, people management and development, product quality, technological obsolescence, quality of contract, compliances, tax related matters, macroeconomics & political environment and development of action plan as prepared by the management for mitigating such risks relating to above risks in the future.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company believes in contributing to create equitable and sustainable society by way of undertaking various CSR activities and sustainability initiatives. During the year your Company sponsored to vocational skill development programme.

In compliance with the provisions of Section 135 of the Companies Act, 2013, during financial year 2024-25, your Company has fully spent the entire amount that is required to be spent under CSR guidelines.

The Corporate Social Responsibility policy formulated by the Company is available on the website of the Company at - http://www.morganmms.com/en-gb/investors/

The CSR activities as undertaken by the Company are attached as Annexure – II and form part of this annual report.

AUDIT COMMITTEE

The Audit Committee was duly constituted by the Board and the details of the Committee along with term of reference are provided in corporate governance report forming an integral part of this report.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee has been vested with the authority to, inter alia, recommend nominations for Board Membership and senior management position of the Company and establishing criteria for selection to the Board with respect to the competencies, qualifications, experience, integrity and succession plans. The committee comprises of Independent and Non-Executive Directors of Board which details are given in Corporate Governance Report.

The policy of the Company on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Section 178 (3) and Section 197 (12) of the Companies Act, 2013, read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is available on the website of the Company at - http://www.morganmms.com/en-gb/investors/

During the year, the Nomination and Remuneration Committee met 4 times on May 21, 2024, August 02,2024, August 08,2024 and Nov 13, 2024.

The details of remuneration to Directors & KMP and other details as prescribed is given as Annexure – III to this report.

CORPORATE GOVERNANCE:

Your Company is always striving long-term sustainable success for the shareholders of the Company by adopting best practices of corporate governance which are aligned with Morgans Group purpose and strategic direction.

As per Regulation 34 of the Listing Regulations, a separate section on corporate governance practices followed by your

Company, together with a certificate from Kulkarni Pore &

Associates LLP, on compliance with corporate governance norms under the Listing Regulations, is provided with this report.

CODE OF CONDUCT

The Board of Directors as per Schedule IV of the Companies Act and Regulation 26 of the Listing Regulations have adopted for all Board members, key managerial personnel and senior management "Morgan Code" and which is applicable to all level of employees. Pursuant to the applicable Listing Regulations senior management has confirmed the compliance to the Code of Conduct of the Company and submitted the required annual compliance declaration to the Company. The

Manager & Director Certificate on affirmation to the Code of

Conduct is attached as part of Corporate Governance Report.

The detail of the Code of Conduct is available on website of the Company i.e. www.morganmms.com

FINANCE AND TAxATION:

During the financial year 2024-25, to update the Unilateral Advance Pricing Agreement for a period of five years from the financial year 2021-22 to 2025-26, the regional APA Commissioner has visited the site, and the Company is awaiting a response from the department.

We have liquidated accumulated IGST input credit of Rs. 666.09 lakhs as per the provision of GST law.

Your Company has continued to apply for Export Incentives under Remission of Duties and Taxes on Export Products (RODTEP) as part of the Foreign Trade Policy. During the year 2024-25, we have received duty benefit scripts amounted to Rs. 107.41 lakhs. The process of claiming RODTEP benefit is well established, and we are receiving duty benefit scripts on regular basis.

The Company has commenced discussions with employees regarding the Voluntary Retirement Scheme (VRS) for the fiscal year 2023-24. The Board of Directors, in their meeting on February 13, 2024, approved the Voluntary Retirement Scheme 2023-24 ("Scheme"). The Company has made a provision of Rs. 321.08 lakhs, included in the exceptional items of the financial statements for 2023-24. This amount was disbursed during the fiscal year 2024-25.

EThICS AND LEGAL GOVERNANCE:

Morgans ethics and compliance strategy has strengthened our ethical culture and reinforced the controls in key compliance risk areas as covered under the Morgan Code.

The Morgan Code is a foundational component of our ethics and compliance programme. The Morgan Code is a set of principles, supported by Group policies, which set out how we must conduct ourselves in support of our people, our communities, our business partners and our shareholders. It applies to all employees and extends, as appropriate, to Morgans business partners including agents and other third-party representatives.

The Morgan Code underpins our commitment to our people, our communities, our customers, our suppliers and our shareholders. It defines how we do business ethically and safely. The Morgan Code is a set of principles (supported by Group policies) that lay out how we should conduct ourselves. The Morgan Code applies to all employees and to the extent appropriate to Morgans business partners including agents, joint venture partners and third-party representatives.

The Morgan Code has four sections i.e., working safely, working ethically, treating our people fairly and protecting our business. It requires our people to operate in accordance with applicable laws, regulations and Company policies and processes relating to areas such as ethical business behaviour, trade compliance, gifts and entertainment, donations and sponsorships.

Ethics and Compliance Training Programme

In compliance with Morgan Groups guidelines, your Company has given e-learning training programmes to all employees on various topic of anti-bribery and anti-corruption, conflict of interest and anti-competitive practices. Apart from this e-learning, we continued practice of arranging Ethics Theme of the Month session for all employees on monthly basis on various ethics and compliance topics.

‘Speak-up Ethics helpline

We maintain a confidential ‘Speak Up ethics helpline operated by an independent third party where anyone can raise a concern or report a suspected violation of our policies, procedures or the law as an alternative channel to reporting concerns internally. Reporters can raise concerns by telephone, web form or email and may elect to remain anonymous. The employees, contractors or other third parties who have a question about the Code or see something that they feel is unethical or unsafe can discuss these with their managers, supporting teams, or through the ethics hotline, a confidential helpline operated by an independent company.

During the year, there was 2 complaints raised by employees of the company, which was investigated, and the necessary disciplinary action was taken as appropriate. 3 more cases were reported but were found to not qualify as ethics violations and these were closed by proper educating employees.

Further, in compliance with Listing Regulations and the provisions of Companies Act, 2013, the policy is also available on the website – http://www.morganmms.com/en-gb/ investors/

Compliance Commitment

Your Company is dedicated to adhering to all relevant local, central, and international laws and regulations in every location where we operate. The Compliance Officer provides a quarterly compliance report to the Audit Committee and Board Members detailing the various applicable laws and the Companys adherence to them. During the year, your Company identified a non-compliance issue related to the renewal of the factory license, which was delayed due to technical difficulties in filing the form.

hUMAN RESOURCES:

People and Culture

At Morgan, our guiding principles—Ambition, Innovation, Collaboration, and Integrity—constitute the cornerstone of our success. Our employees act as our brand ambassadors, contributing daily to our mission. Their enthusiasm, energy, and innovative ideas drive our commitment to excellence in products and services, playing a vital role in achieving our objectives in this dynamic era.

Our workforce shapes our organizational culture and propels our success. We endeavor to be a supportive organization where every individual feels valued and appreciated. We hold the belief that how something is accomplished is just as significant as the end result. We are dedicated to creating a safe, equitable, and inclusive workplace. Our goals for 2030 emphasize further enhancing Morgans work environment for our personnel.

We offer an empowering, collaborative, non-discriminative, and safe work environment where employees can learn and lead. We engage with our workforce, invest in their professional development, provide meaningful purpose, prioritize health and safety, celebrate innovation, support well-reasoned risk-taking, and reward performance.

Our ‘Leadership Behaviours and the Morgan Code guide our actions, helping us achieve our strategic aim of delivering performance and value creation for our stakeholders.

At Morgan, we are committed to fostering a diverse and inclusive workplace where every employee feels valued and empowered. In 2024-25, we launched several initiatives to enhance our diversity and inclusion efforts, including targeted recruitment programs, comprehensive training sessions on Ownership Mindset & Emotional Intelligence, Stress

Management, Conflict to Collaboration and Business Etiquette to employee resource groups to understand and support all cross functional teams and communities are engaged with Morgan. We have increased female workforce in Finishing operations, and a few are working on machines as well. Our efforts have resulted in a more diverse workforce and an inclusive culture where different perspectives are celebrated. We believe that diversity drives innovation and strengthens our ability to serve our customers better. Moving forward, we will continue to prioritize diversity and inclusion as a cornerstone of our corporate strategy, ensuring that Morgan remains a place where all employees can thrive.

We promote equal opportunities for all employees and job applicants, without discrimination based on gender, parental leave needs, marriage/civil partnership status, race, disability, sexual orientation, age, religion, or belief.

Talent and Development

Morgan is committed to recruiting a diverse range of professionals to address the challenges faced by our customers.

Our priority is to attract, retain, and develop the right talent to meet the ever-evolving demands of our business, ensuring diverse representation within the organization. The employee turnover ratio decreased from 16.15% in the previous year to 10.31%.

The development of our employees is paramount to Morgans success in the marketplace. Our focus is on enabling every employee to perform at their highest potential, achieve their fullest capabilities, and feel appropriately rewarded. Last year, we continued our leadership development programs, emphasizing team-building activities for mid-level and first-line supervisors, including both staff and workmen. Additionally, we conducted awareness programs on ThinkSAFE - Refresher, Workplace Safety, Ethics and Morgans Code of Conduct, and health awareness for all employees.

Throughout the year, Morgan organized over 7,792 hours of training on more than 25 topics to nurture talent and motivate employees. Of these, 5,591 hours were dedicated to Environmental, Health, and Safety (EHS) training, enhancing our safety and health culture.

Performance and Recognition

Our people are central to our strategic framework. By facilitating performance evaluations and continuous feedback, we empower our workforce to excel and realize their full potential. Our compensation strategy is built on the principle of merit-based pay, with salary levels determined through external benchmarking and pertinent commercial factors to ensure competitiveness and sustainability. We provide short-term performance incentives to managers, technical specialists, and functional experts. The Morgan Group acknowledges and celebrates both individual and team achievements.

Employee Engagement

Acknowledging the crucial importance of a diverse array of talents and viewpoints, together with ensuring high levels of employee engagement, is essential for our long-term success. Our workforce serves as the cornerstone of Morgans enduring legacy and prospective growth. To meticulously assess employee sentiment and engagement, we conduct the "Your Voice" survey on an annual basis, thereby obtaining invaluable feedback from our team members.

In 2024, the Group decided to launch the survey for all employees conducted in June 2024, for effective action planning and allowing sufficient time for execution of planned actions. Participation was exemplary, with 100% of eligible employees taking part in the "Your Voice" survey. The overall engagement score saw a significant increase, rising by 10 points to 66% in 2024. Employee feedback highlighted strong alignment with Morgans commitment to safety, ethics, and customer satisfaction. Additionally, the customer satisfaction score improved by 3 points to 88%, and the cultural development with collaboration score increased by 6 points and reached 73%, marking substantial achievements for Morgan.

AUDITORS:

Statutory Auditors

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, Pune

(Registration No. 117366W/W-100018) were appointed as statutory auditor of the Company for a period of five years - from conclusion of 35th Annual General Meeting until conclusion of 40th Annual General Meeting - as per approval of the members in the 35th Annual General Meeting with professional fees and charges as mutually agreed between M/s

Deloitte Haskins & Sells LLP and the Company.

The report given by the Statutory Auditors on the financial statements of the Company forms part of this Annual Report.

There has been no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditors in their report except below:

Proper books of account as required by law have been kept by the Company so far as it appears from examination of those books, except for not keeping backup on a daily basis of such books of account maintained in electronic mode in a server physically located in India and not complying with the requirement of audit trail.

Management Reply: The following corrective and preventive actions have been taken to maintain daily backup:

Increased storage in the backup drive.

Automatic alerts have been configured for the backup jobs

An automatic helpdesk ticket has been created and assigned to ensure daily manual monitoring alongside of automatic alerts.

The audit trail exists at the application level and at the database level we have taken several measures to mitigate risk and ensure compliance:

Restricted Database Access: We have restricted database access to these systems to reduce risk exposure.

Application-Level Auditing: Auditing has been sufficiently enabled at the application level with a periodic review process.

Compensatory Controls: Financial data is meticulously reviewed and reconciled by the business with commercial documents.

Data Integrity and Recovery: Proper backups are maintained to safeguard data integrity and support recovery processes.

The Board has appointed M/s. Deloitte Haskins & Sells LLP,

Chartered Accountants, Pune (Registration No. 117366W/W-100018) as statutory auditor of the Company for a period of five years from 2025-26 to 2029-30 subject to the approval of members in the ensuing Annual General meeting from the conclusion of 40th Annual General Meeting until conclusion of 44th Annual General Meeting with professional fees and charges as mutually agreed between M/s Deloitte Haskins & Sells LLP and the Company.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, M/s Prajot Tungare & Associates,

Practicing Company Secretaries, were appointed to conduct the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report for financial year 2024-25 forms part of the Boards Report as Annexure - IV.

The Board has appointed of M/s Prajot Tungare & Associates, Practicing Company Secretaries, as Secretarial Auditor of the Company for a period of 5 years from 2025-26 to 2029-30 subject to the approval of members in 40th Annual General meeting with professional fees and charges as mutually agreed between M/s Prajot Tungare & Associates and the Company.

There has been qualification, reservation, adverse remark or disclaimer given by M/s Prajot Tungare & Associates, Secretarial

Auditor in their report as below:

1. The Company has maintained the Structured Digital Database (SDD). However, the data has not been maintained as per the specification mentioned under the SEBI (PIT) Regulation 2015

Management Reply: In response to the observations made by M/s Prajot Tungare & Associates regarding the Structured Digital Database (SDD), the Company has executed an agreement with MUFG Intime India Private Limited to implement Structured Digital Database software. This advanced system is designed to meet the specifications outlined under the SEBI (Prohibition of Insider Trading) Regulations, 2015. The implementation process is currently underway, and we are confident that this initiative will ensure full compliance with regulatory requirements, enhance data integrity, and streamline our processes.

2. The approval of shareholders for the appointment of two directors on the Board of Directors of the Company was not taken within the stipulated time as specified under regulation 17 of the SEBI (LODR) Regulations, 2015

Management Reply: The Company has complied with the applicable provisions of the Companies Act and Regulation 17(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

However, due to an inadvertent oversight, compliance with Regulation 17(1)(c) was not completed. The necessary shareholder approvals for the appointment of an Additional Director will be sought in the ensuing Annual General Meeting.

INTERNAL CONTROL SYSTEMS AND TheIR ADEQUACY

Your Company has a well-established framework of internal controls in operation, supported by Morgan Groups policies and guidelines, including periodic monitoring, assessment and internal audit.

M/s Unicus Risk Advisors LLP, internal auditors of the Company have conducted internal audit for complete year and detailed report was submitted to Audit Committee on periodic basis. Further, the Audit Committee reviewed the adequacy and effectiveness of the implementation of audit recommendations, including those relating to strengthening your companys risk management policies and systems.

The Company had engaged OptiFin Services Private Limited for evaluating the internal financial controls and testing its adequacy of effectiveness including preparation of process narratives and Risk Control Matrix (RCM) in line with COSO framework and guidance note issued by Institute of Chartered Accountants of India (ICAI). During the year, OptiFin has verified various business processes such as Procure to Pay, Order to Cash, Hire to Retire, Fixed Assets, Manufacturing and Inventory Management, Regulatory Compliance, Entity Level Control, Book Closure Process and IT general Computer Controls.

In compliance with Section 177(4)(vii) of the Companies Act, 2013, the Audit Committee needs to evaluate internal financial control systems of the Company and make further reports to the Board and as per Section 143(3) (i) of the Companies Act, 2013, the Statutory Auditor of the Company is required to make representation in their Auditor Report that the Company has adequate internal financial control systems in place and operating effectively.

During the year, your Company considered that the internal financial control provides reasonable assurance in the areas of proper accounting controls for ensuring reliability of financial reporting, monitoring of operations safeguarding of Companys assets, transactions are authorised and recorded in a correct and timely manner and that such controls would prevent or detect, within a timely period, material errors or irregularities. The system is designed to mitigate and manage risk, rather than eliminate it and to address key business and financial risks. The Company has continued to align all its processes and controls as per Morgan Groups guidelines and policies.

Your Company as well as statutory, internal & secretarial auditors has made periodic checks relating to prevention and detection of frauds and errors, accuracy and completeness of accounting records, timely preparation of financial statements and applicable statutory compliances to the Companys business. The internal auditor and statutory auditor during their audit have not found any significant gaps for the financial year 2024-25 however have made certain recommendation for continuous improvement of the process.

ANNUAL RETURN:

In accordance with Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the Company has placed the Annual Return on the Companys website - https://www.morganmms.com/en-gb/investors/

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 (3) (c) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures.

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

(iii) The Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the annual accounts on a ‘going concern basis;

(v) The Directors have laid down internal financial controls, which are adequate and are operating effectively;

(vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013 read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules 2016 ("the IEPF rules") all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the Demat Account of IEPF Authority.

During the year, your Company has transferred the unpaid and unclaimed dividends & shares for the financial year 2016-17 of Rs. 377968/- & 16600 shares respectively to IEPF Authority.

Risks, Opportunities and Threats

The measures recommended by the Board are regularly implemented and reviewed to ensure effectiveness. Some of the risks, opportunities and threats as perceived by your Company management at this point of time are mentioned below:

Risks

Volatility in market demand;

Changes in regulatory requirements;

Currency exchange fluctuations

Opportunities

Improvement in the industrial production outlook; Development in Project Compass LiB Saggar Pilot

Line. Project Compass focuses on establishing a pilot manufacturing line for lithium-ion battery (LiB) saggars — critical ceramic containers used in LiB material processing. Initially planned with a minimum annual capacity of 2500 units. The plant will be capable to produce up to 10,000 saggars annually by the end of 2025.

Expanding New Vacuum Impregnation (VI) System. A state-of-the-art Vacuum Impregnation System (Size: 2200 mm x 5000 mm), capable of impregnating crucibles up to size BG1525, was successfully installed and commissioned in 2024. Since its commissioning, the system has been consistently delivering results for traditional impregnation applications.

Ability to meet demand surge backed by installed manufacturing capacity.

Threats

Our export markets present a softer outlook, with geopolitical conflicts and continued uncertainty around trade isolationism and tariffs continuing to depress market demand for our products in the immediate years.

RATIOS

As on As on Ratio 31st March 31st March 2025 2024

Current Ratio (in times) 2.07 2.28 Debt-Equity Ratio (in times) NA NA Debt Service Coverage Ratio NA NA (in times) Inventory Turnover Ratio (in 3.07 2.88 times) Trade Receivables Turnover 6.01 6.25 Ratio (in times) Trade Payables Turnover 1.94 2.04 Ratio (in time) Net Capital Turnover Ratio 4.31 2.93 (in times) Net Profit Ratio (in %) 15.48 13.82 Return on Equity Ratio (in %) 21.18 18.40 Return on Capital Employed 30.02 28.16 (in %)

Return on net worth

The details of return on net worth at standalone levels are as follows:

	Amount (in Lacs)
Particulars	2025	2024
Return on net worth	13177.06	12832.26

Disclosures of Accounting Treatment:

The Accounting treatment of your Company in the preparation of financial statements is in consonance with the Indian Accounting Standards 2015 (Ind AS) as amended and there is no deviation in the accounting treatment, different from the said Ind AS.

OTheR DISCLOSURES: a) Your Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

b) Your Company has not issued shares with differential voting rights and sweat equity shares during the year under review.

c) Your Company has complied with the applicable Secretarial Standards relating to ‘Meetings of the Board of Directors and ‘General Meetings during the year. d) Maintenance of cost records and requirement of cost Audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable to the business activities carried out by the Company. e) There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations. f) There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company. g) There were no instances where your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.

ENERGY CONSERVATION, TEChNOLOGY

ABSORPTION AND FOREIGN ExChANGE EARNINGS AND OUTGO:

The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies

(Accounts) Rules, 2014, are enclosed as Annexure - V to the Boards report.

ACKNOwLEDGEMENTS:

Your Directors take this opportunity to offer their sincere thanks to various Departments of the Central and State Governments, our Bankers, Shareholders, Customers & Consultants for their strong support and assistance. Your Directors also place on record their deep appreciation to employees at all levels for their hard work, solidarity, dedication and commitment, and look forward to their continued support in the future.

For and on behalf of the Board of Directors of
Morganite Crucible (India) Limited
jonathan Percival	Poonam Bopshetti
(Director)	(Director)
DIN: 09701284	DIN: 11109675
Chh. Sambhaji Nagar Chh. Sambhaji Nagar

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