RHI Magnesita India Ltd Directors Report

Dear Members,

Your directors have great pleasure in presenting the 16 th Annual Report of RHI Magnesita India Limited (the Company or RHIMIN or RHIM India) along with the Companys audited financial statements (standalone & consolidated) for the Financial Year (FY) ended March 31, 2026 (hereinafter referred to as (period under review).

1. FINANCIAL RESULTS

The highlights of the standalone and consolidated financial performance of the Company are as under:

(Amount in Lakh)

Particulars	Standalone		Consolidated
	2025-26	2024-25	2025-26*	2024-25
Revenue from operations	335,658.78	289,186.01	401,994.50	367,449.50
Total expenditure before finance cost, depreciation and amortization	301,139.46	250,838.11	357,804.48	319,541.28
Operating Profit	34,519.32	38,347.90	44,190.02	47,908.22
Add: Other income	562.64	525.54	2,858.75	2,607.05
Profit before finance cost, depreciation, amortization, exceptional items and taxes	35,081.96	38,873.44	47,048.77	50,515.27
Less: Finance Costs	630.48	1,071.77	3,699.81	4,257.25
Profit before depreciation, amortization, exceptional items and taxes	34,451.48	37,801.67	43,348.96	46,258.02
Less: Depreciation and Amortization Expenses	8,394.69	7,715.33	19,702.23	19,992.21
Profit before exceptional item and tax	26,056.79	30,086.34	23,646.73	26,265.81
Less: Exceptional Item	66,092.10	-	55,624.03	-
Profit/(Loss) before tax	(40,035.31)	30,086.34	(31,977.30)	26,265.81
Less: Total Tax Expense	6,733.28	7,786.05	6,316.48	6,014.53
Profit/(Loss) for the year (A)	(46,768.59)	22,300.29	(38,293.78)	20,251.28
Total other comprehensive (Loss) for the year (B)	(163.36)	(30.51)	(193.83)	(78.46)
Comprehensive Income/(Loss) for the year (C=A + B)	(46,931.95)	22,269.78	(38,487.61)	20,172.82
Retained Earnings: Balance brought forward from the previous year	44,141.70	27,034.46	36,415.04	21,404.76
Add: Profit/(Loss) for the year attributable to the Company/ the Company along with its subsidiaries	(46,768.59)	22,300.29	(38,293.78)	20,251.28
Add: Other Comprehensive (Loss) attributable to the Company/ the Company along with its subsidiaries recognized in Retained Earnings	(163.36)	(30.51)	(193.83)	(78.46)
Dividend on Ordinary Shares	5,162.54	5,162.54	5,162.54	5,162.54
Total Appropriations	5,162.54	5,162.54	5,162.54	5,162.54
Retained Earnings: Balance to be carried forward	(7,952.79)	44,141.70	(7,235.11)	36,415.04

* The Company has consolidated its financial statements with Ashwath Technologies Private Limited for the first time. The financial information of this entity has been considered into the consolidated financial statements from August 1, 2025 (the date of acquisition) to March 31, 2026. While, the financial information of Intermetal Engineers (India) Private Limited and RHI Magnesita India Refractories Limited has been considered for the entire financial year.

FINANCIAL PERFORMANCE / STATE OF COMPANYS AFFAIRS Standalone Performance

During the financial year ended March 31, 2026, the Companys revenue from operations increased to 335,658.78 lakh from 289,186.01 lakh in the previous financial year, registering a growth of 16.07%. The increase in revenue reflects improved business volumes and operational performance during the year.

The Companys EBITDA before exceptional item stood at 35,081.96 lakh as against 38,873.44 lakh in the previous year. Profit before exceptional items and tax was 26,056.79 lakh compared to 30,086.34 lakh in FY 2024-25.

During the year, the Company recognized an exceptional item amounting to 66,092.10 lakh towards impairment of investment in a subsidiary. For more details, please refer note no. 28 of the standalone financial statements of the Company.

Consequently, the Company reported a loss before tax of 40,035.31 lakh and a loss after tax of 46,768.59 lakh as against a profit after tax of 22,300.29 lakh in the previous year.

The impairment charge is a non-cash accounting adjustment and does not impact the Companys operational cash flows or underlying business performance. Excluding the effect of the exceptional item, the Companys core operations remained profitable during the year.

Consolidated Performance

On a consolidated basis, revenue from operations increased to 401,994.50 lakh during FY 2025-26 from 367,449.50 lakh in FY 2024-25, reflecting a growth of 9.40%.

The consolidated EBITDA before exceptional item stood at 47,048.77 lakh as compared to 50,515.27 lakh in the previous year. Profit before exceptional items and tax amounted to 23,646.73 lakh against 26,265.81 lakh in FY 2024-25.

During the year, the Group recognized an exceptional item of 55,624.03 lakh representing impairment of goodwill. For more details, please refer note no. 28(c) of the consolidated financial statements of the Company.As a result, the Group reported a consolidated loss before tax of 31,977.30 lakh and a consolidated loss after tax of 38,293.78 lakh compared to a consolidated profit after tax of 20,251.28 lakh in the previous financial year.

The exceptional charge is non-operational and non-cash in nature. Excluding the impact of the exceptional item, the Group continued to maintain profitable operations and a resilient business performance during the year.

Your Directors remain confident about the Companys longterm growth prospects, supported by its strong market position, operational capabilities, strategic investments and focus on sustainable value creation for all stakeholders.

2. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis, as required in terms of the SEBI Listing Regulations, is annexed to this Report.

3. RECOMMENDATION OF DIVIDEND

In line with the Companys commitment to delivering sustainable shareholder value and after considering the Companys liquidity position, cash flows, capital expenditure requirements, future growth plans and the parameters laid down under the Dividend Distribution Policy, the Board of Directors has recommended a final dividend of 2.50 per Equity Share of face value 1 each fully paid-up (250%) for the financial year ended March 31, 2026, subject to approval of the Members at the ensuing Annual General Meeting ( AGM ).

The proposed dividend would result in an aggregate cash outflow of 5,162.54 lakh.

The proposed dividend is in compliance with the provisions of Section 123 and other applicable provisions of the Companies Act, 2013 and is proposed to be paid out of the accumulated distributable profits/free reserves available with the Company, notwithstanding the loss reported during the year on account of a non-cash exceptional impairment charge.

Subject to approval of the Members at the AGM, the dividend will be paid to those Members whose names appear in the Register of Members of the Company and/or in the records of the Depositories as beneficial owners as on the Record Date fixed for the purpose.

Record Date

The Company has fixed September 14, 2026 as the Record Date for determining the entitlement of Members to receive the final dividend for FY 2025-26.

The Register of Members and Share Transfer Books of the Company will remain closed from September 15, 2026 to September 22, 2026 (both days inclusive) for the purpose of the AGM and payment of dividend.

Dividend Distribution Policy

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Dividend Distribution Policy setting out the parameters and circumstances to be considered by the Board while recommending or declaring dividend. The Policy is available on the Companys website at:

https://www.rhimagnesitaindia.com/uploads/pdf/208pdctfile_

policyondividenddistribution.pdf

Tax on Dividend

Pursuant to the provisions of the Income-tax Act, 1961, as amended by the Finance Act, 2020, dividend income is taxable in the hands of shareholders. Accordingly, the Company shall deduct tax at source ( TDS ) at the applicable rates while making payment of dividend to eligible shareholders, subject to applicable exemptions and submission of necessary documents, declarations and information by the shareholders.

4. TRANSFER TO RESERVES

In view of the losses incurred during FY 2025-26, no amount has been transferred to reserves.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

Except for the matters specifically disclosed under this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year and the date of this Report.

6. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company and its subsidiaries for FY 2025-26 have been prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of SEBI Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statements together with the Independent Auditors Report thereon form part of this Annual Report.

Pursuant to Section 129(3) of the Act, a statement containing the salient features of the Financial Statements of the subsidiary companies are attached in Form AOC-1 as Annexure-I .

Further, pursuant to the provisions of Section 136 of the Act, the Company will make available the said financial statements of the subsidiary companies upon a request by any Member of the Company or its subsidiary companies. These financial statements of the Company and the subsidiary companies will also be kept open for inspection by any member. The members can send an e-mail to investors.india@rhimagnesita.com upto the date of the AGM and the same would also be available on the Companys website URL: https://www.rhimagnesitaindia. com/investors/financials-reports/subsidiary-annual-reports

7. SUBSIDIARIES, JOINT ARRANGEMENTS AND ASSOCIATE COMPANIES

During the year under review, the Company had two subsidiaries, namely Intermetal Engineers (India) Private Limited ( Intermetal ) and RHI Magnesita India Refractories Limited ( RHIMIRL ) (collectively referred to as the Subsidiaries ), and one step- down subsidiary, Ashwath Technologies Private Limited ( Ashwath ). RHI Magnesita N.V. continued to be the ultimate holding company of the Company.

RHIMIRL is a material subsidiary of the Company in accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

Merger of RHI Magnesita Seven Refractories Limited with RHIMIRL

As reported in the previous year, the Boards of Directors of RHIMIRL and its wholly owned subsidiary, RHI Magnesita Seven Refractories Limited ( RHIMSRL ), at their respective meetings held on February 8, 2024, approved a Scheme of Merger for the

amalgamation of RHIMSRL with and into RHIMIRL under Section 233 of the Companies Act, 2013. Subsequently, a revised Scheme of Merger was approved by both companies on July 4, 2025.

Pursuant to the confirmation order dated January 9, 2026 issued by the Office of the Regional Director, Southern Region, Chennai, the Scheme became effective on February 2, 2026. The Appointed Date of the Scheme was April 1, 2025. Consequently, RHIMSRL stands amalgamated with RHIMIRL and ceased to exist as a separate legal entity.

Acquisition of Ashwath by Intermetal

As reported earlier, on March 4, 2025, Intermetal entered into a Share Purchase Agreement ( SPA ) with Ashwath and its shareholders for the acquisition of 100% of the equity share capital of Ashwath. Ashwath is engaged in the manufacture of special-purpose machinery, particularly for the metallurgical industry.

The acquisition was successfully completed on August 1, 2025, following the transfer of the entire shareholding of Ashwath to Intermetal. Consequently, Ashwath became a wholly owned subsidiary of Intermetal and a step-down subsidiary of the Company.

The acquisition was completed for an aggregate consideration of 141,188,690 (Rupees Fourteen Crore Eleven Lakh Eighty-Eight Thousand Six Hundred and Ninety only) in accordance with the terms of the SPA.

Proposed Merger of Intermetal with Ashwath

In furtherance of the Companys objective of simplifying its corporate structure and enhancing operational efficiencies, the Boards of Directors of Intermetal and Ashwath, at their respective meetings held on May 22, 2026, approved a Scheme of Merger of Intermetal with and into Ashwath ( Scheme ) pursuant to Section 233 of the Companies Act, 2013 and the rules made thereunder.

The proposed merger is expected to streamline operations, enhance administrative efficiencies, optimise resource utilisation and create long-term value for stakeholders. The Scheme is currently under implementation and remains subject to the receipt of all necessary statutory, regulatory and other approvals, consents and sanctions.

Pursuant to the terms of the Scheme, upon it becoming effective, 10,000 fully paid-up equity shares of Ashwath of face value 10 each shall be issued and allotted to the existing shareholders of Intermetal, including nominee shareholders, in proportion to their respective shareholding in Intermetal.

Upon the Scheme becoming effective, Intermetal shall stand dissolved without undergoing the process of winding up and Ashwath shall continue as the surviving entity. Consequently, Ashwath will become a direct wholly owned subsidiary of the Company.

Joint Venture Arrangement with Khemka Refractories Private Limited

Subsequent to the financial year under review, the Company entered into a Joint Venture Agreement ( JVA ) dated

June 25, 2026 with Khemka Refractories Private Limited ( Khemka ) for the establishment of a joint venture company to promote circular economy initiatives and develop a greenfield refractory recycling facility in Odisha, India, subject to fulfilment of the agreed conditions precedent and receipt of applicable statutory and regulatory approvals.

In accordance with the terms of the JVA, the proposed joint venture company was initially incorporated as a wholly owned subsidiary of the Company. Accordingly, RHIM Khemka MINPRO Private Limited ( MINPRO ) (CIN: U23919OD2026PTC054609) was incorporated on July 16, 2026 under the provisions of the Companies Act, 2013, with an authorised share capital of 1,00,000 divided into 1,00,000 equity shares of 1 each and a paid-up share capital of 10,000 divided into 10,000 equity shares of 1 each. Upon incorporation, MINPRO became a wholly owned subsidiary of the Company.

Pursuant to the JVA, upon fulfilment of the agreed conditions precedent and completion of the requisite corporate and regulatory actions, Khemka was required to acquire a 49% equity stake in MINPRO.

Accordingly, on August 3, 2026, following satisfaction of the agreed conditions under the JVA, MINPRO allotted 9,607 equity shares of face value 1 each to Khemka on a preferential basis at an issue price of 1,990 per equity share (including a securities premium of 1,989 per share), aggregating to 1,91,17,930. The allotment was made for consideration other than cash, comprising the transfer by Khemka of specified parcels of land admeasuring approximately 12.87 acres situated at Mouza Santarapur, Tahasil Kamakhyanagar, District Dhenkanal, Odisha.

Pursuant to the terms of the JVA, the Board of MINPRO was also reconstituted with equal representation from both joint venture partners. Accordingly, two nominee directors each of the Company and Khemka were appointed to the Board of MINPRO, ensuring balanced governance and joint oversight of the affairs of the joint venture company.

Consequent to the aforesaid allotment of shares and completion of other actions contemplated under the JVA, RHIM Khemka MINPRO Private Limited became a joint venture company with effect from August 3, 2026. The Company and Khemka currently hold 51% and 49%, respectively, of the issued and paid-up equity share capital of MINPRO.

Accordingly, MINPRO continues to be a subsidiary of the Company while operating as a joint venture entity jointly promoted by the Company and Khemka.

The joint venture is expected to advance the Companys sustainability agenda, strengthen its circular economy initiatives, and support the development of refractory recycling capabilities in India.

Settlement agreement with Dalmia Bharat Refractories Limited

As previously communicated, Dalmia Bharat Refractories Limited ( DBRL ) and RHIMIRL executed a Business Transfer Agreement ( BTA ) on January 4, 2023, for the slump sale of DBRLs business undertaking on a going concern basis. The BTA provided for the transfer of all assets, except certain identified assets to be completed post closing. In March2026, DBRL and RHIMIRL entered into a Settlement Agreement to resolve the transfer of

two excluded assets, while the remainder of the BTA remains unchanged. Details of this settlement have been disclosed elsewhere in this Annual Report.

Associate Companies and Joint Ventures

Except as stated above, the Company does not have any associate or joint venture company within the meaning of Section 2(6) of the Companies Act, 2013. There has been no material change in the nature of business of the subsidiaries during the year under review.

The Policy for Determining Material Subsidiaries, as approved by the Board, is available on the Companys website and can be accessed at: https://www.rhimagnesitaindia.com/uploads/ pdf/395pdctfile_policyonmaterialsubsidiary.pdf

8. RISK MANAGEMENT

The Board has constituted a Risk Management Committee to frame, implement, monitor and review the Risk Management policy and to ensure its effectiveness. Through an Enterprise Risk Management Program, the business units and the corporate functions address their short, medium and long-term risks. The Audit committee has an additional oversight on the financial risks and controls. Our risk management approach helps the Board and Management to understand the risks associated with the adopted strategy, periodically assess if the strategy is aligned with our risk appetite and understand how the chosen strategy could affect the companys risk profile, specifically the types and amount of risk to which the company is potentially exposed. The assessment, monitoring and mitigation of key risks to the strategy are core features of the established risk management approach.

The Company has an established risk management approach with the provisions of the Companies Act, 2013, and other applicable provisions with the objective of identifying, assessing, and controlling uncertainties and risks that could impact the delivery of RHIMs strategy. The risk management approach combines top-down, bottom-up, and deep-dive risk assessments. In 2024, a new approach to assess the plant health and safety risks was introduced. This was achieved by applying an externally recognised best practice framework for Health & Safety risk assessment.

The risk management approach combines top-down, bottom-up and deep-dive risk assessments. The bottom-up risk assessment is based on each of the plants, which maintain ongoing risk management activity linked to the ISO risk management practices. Deep-dive risk assessments are performed for areas of emerging or prevailing risks, included plant operations, fraud management, sustainability, human rights and trade compliance. The top-down risk assessment is performed by the management and integrates the information from the bottom-up and the deep-dive risk assessments to ensure that the company risk profile is complete and accurate. This is then reviewed by the Audit & Risk Management Committee and the Board of Directors.

Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Companys activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment.

The risk assessment process includes five steps, which are consistently repeated throughout the year to ensure a continuous risk assessment.

Quality, Occupational Health-Safety, Environment and Energy are considered an integral part of our operations. All statutory legal regulations were complied as per government norms. The workplace risk assessment of hazards is done minimum once in a year and is reviewed after every year in all the operational plants and extended to the major suppliers and customer sites also.

The Quality, Safety, Environmental and Energy audits are being conducted at regular intervals by internal and external agencies.

The Certification of Integrated Management System (IMS, ISO 9001, 14001, 45001 & 50001) for plants located at 8 different locations across India like Visakhapatnam, Bhiwadi, Cuttack, Dalmiapuram, Jamshedpur, Katni, Rajgangpur, Khambhalia were successfully completed. The employees involvement in reporting the unsafe conditions and near misses has been excellent. The Global Key performance indicators (KPIs) of preventive rate have been successfully achieved. The participation of employees in 6S activities has tremendously changed the work culture and the award of the 6S trophy every month has increased the competitiveness in perfect maintenance of a safe workplace.

Now Greenhouse Gas (GHG) emission data evaluation and implementation plan are in progress across all 8 plants. We are in process to obtain Extended Producer Responsibility (EPR), for plastic waste management across our functions. This will be significant effort in sustaining safe environment in all RHIM India functions.

9. INTERNAL FINANCIAL CONTROL SYSTEMS AND ADEQUACY

The Companys internal financial control systems are commensurate with the nature of its business, the size and complexity of its operations and such internal financial controls with reference to the financial statements were adequate and operating effectively.

Please refer to the paragraphs on Internal Control Systems in the Management Discussion & Analysis section for detailed analysis.

10. HUMAN RESOURCES

The Company upholds strong people and culture policies that align with its strategic goals and is dedicated to employee development, offering training programs that foster a diverse talent pool. By blending experienced professionals with emerging talent, RHIM drives growth and achieves its business objectives.

RHIM is committed to fostering a learning environment, providing both technical and behavioral training based on need assessments. The organization also implements recognition programs to inspire and engage employees. A notable initiative is the Culture Champion program, which reinforces organizational values and fosters a sense of belonging among employees.

Diversity is a key focus for RHIMIN and its group companies, which diligently works towards its diversity targets through intentional

hiring practices, equal opportunity creation, and various learning programs for people managers. The Company utilizes a robust, automated performance management system, ensuring that all employees have clear goals to help them meet their targets. Each year, the People & Culture team set increasingly ambitious goals, aiming to deliver a seamless employee experience that motivates and supports individual growth.

Please also refer to the paragraphs on Human Resources in the Management Discussion & Analysis section for detailed analysis.

11. PREVENTION OF SEXUAL HARASSMENT AND MATERNITY BENEFIT

At RHIMIN, we are committed to providing a safe, respectful, and inclusive work environment for all employees. We have zero tolerance for any form of sexual harassment. To uphold this commitment, the Company has adopted a comprehensive policy in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed under it. An Internal Committee ( IC ) has been constituted at all offices and work locations to ensure that any complaint of sexual harassment is addressed promptly, fairly, and confidentially.

During FY 2025-26, no complaints relating to sexual harassment were reported across any of the Companys locations. Consequently, there were no pending cases as on March 31, 2026. The Company continues to maintain a robust framework for prevention, prohibition and redressal of sexual harassment at the workplace in accordance with the applicable legal requirements.

As of the close of FY 2025-26, the Company had a total workforce of 3,571 personnel across its operations, comprising both permanent and non-permanent employees and workers. The workforce consisted of 3,206 male personnel, 365 female personnel, and no personnel identifying as transgender.

The Company continues to uphold its commitment to diversity and inclusion, ensuring equal opportunities and a respectful workplace for all individuals, regardless of gender identity.

To ensure thorough coverage, the Company launched an e-Learning module on Prevention of Sexual Harassment at the workplace and conducted various awareness workshops across multiple locations. These initiatives on consolidated basis reached around 1,000 individuals, including flexible and temporary staff, blue-collar workers, and new joiners. Additionally, e-module trainings on Prevention of Sexual Harassment ( POSH ) awareness and POSH scenario-based assessments are mandatory for all new white-collar joiners.

Furthermore, a one-day training session was conducted for the IC members to promote a consistent understanding and broader impact. In addition, regular IC meetings are held to ensure ongoing engagement and effectiveness.

The Company affirms its adherence to the Maternity Benefit Act, 1961, as amended from time to time. During FY 2025-26, the Company remained fully compliant with the provisions of the Act, ensuring that all eligible female employees were granted the prescribed maternity leave and benefits in accordance with the applicable legal requirements.

12. CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility ( CSR ) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year in the format prescribed in the Companies ( CSR Policy ) Rules, 2014 are set out in Annexure-II of this Report.

The CSR Policy is available on Companys website at URL:

https://www.rhimagnesitaindia.com/uploads/pdf/215pdctfile_

policyforcorporatesocialresponsibility.pdf

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board Composition and Changes During the Year

The Board of Directors of the Company comprises an optimum combination of Executive, Non-Executive and Independent Directors, ensuring an appropriate balance of skills, experience, expertise and independence. During the year under review and up to the date of this Report, the following changes took place in the composition of the Board and the Key Managerial Personnel of the Company.

Appointment of Independent Director

Based on the recommendation of the Nomination and Remuneration Committee ( NRC ), the Board appointed Priyabrata Panda (DIN: 07048273) as an Additional Director in the category of Non-Executive Independent Director with effect from May 28, 2025.

The shareholders subsequently approved his appointment as an Independent Director of the Company, not liable to retire by rotation, for a term of five consecutive years from May 28, 2025 to May 27, 2030, through postal ballot on July 24, 2025.

Appointment of Whole-time Director

Based on the recommendation of the NRC, the Board appointed Azim Syed (DIN: 10641934) as an Additional Director and designated him as Whole-time Director and Chief Financial Officer of the Company with effect from May 28, 2025.

The shareholders approved his appointment as Whole-time Director, liable to retire by rotation, for a period of five years from May 28, 2025 to May 27, 2030, through postal ballot on July 24, 2025.

Re-appointment of Independent Director

The shareholders, through postal ballot on July 24, 2025, approved the re-appointment of Nazim Sheikh (DIN: 00064275) as an Independent Director of the Company for a second consecutive term of five years commencing from November 3, 2025 and ending on November 2, 2030.

Appointment of Non-Executive Non-Independent Director

The Board appointed Alvaro Martin Rivero (DIN: 11433702) as an Additional Director in the category of Non-Executive NonIndependent Director with effect from January 14, 2026. His appointment was subsequently approved by the shareholders through postal ballot on April 5, 2026.

Cessation of Director

Ticiana Kobel (DIN: 09850411) resigned as a Non-Executive Non-Independent Director of the Company with effect from November 17, 2025, owing to an unavoidable conflict arising from her appointment to the Supervisory Board of RHI Magnesita GmbH.

The Board places on record its sincere appreciation for Ticianas valuable contributions, guidance and support during her tenure and expresses its gratitude for her dedicated service to the Company.

Leadership Transition

Resignation of Managing Director and Chief Executive Officer

On June 30, 2026, Parmod Sagar (DIN: 06500871) tendered his resignation from the position of Managing Director and Chief Executive Officer of the Company due to personal reasons, effective from July 1, 2026.

Consequent to the aforesaid resignation, Parmod ceased to hold executive responsibilities and was re-designated as a NonExecutive Director with effect from July 1, 2026. He continues to serve as the Chairman of the Company. Further, in accordance with the provisions of the Companies Act, 2013, Parmod ceased to be a Key Managerial Personnel ( KMP ) of the Company with effect from July 1, 2026.

Parmod also resigned from the position of Chairman, Managing Director and Chief Executive Officer of RHI Magnesita India Refractories Limited, a material subsidiary of the Company, on June 30, 2026, effective from July 1, 2026.

The Board places on record its deep appreciation for Parmods exceptional leadership, vision and unwavering commitment during his long association with the Company. Under his stewardship, the Company successfully navigated a period of significant transformation and growth, creating substantial value for all stakeholders. He played a pivotal role in integrating the Companys Indian businesses into a unified and stronger organisation, strengthening operational capabilities, driving strategic acquisitions, fostering a culture of excellence and reinforcing the Companys leadership position in the refractory industry.

His contribution towards building a strong foundation for sustainable growth and enhancing stakeholder value has been invaluable. The Board sincerely thanks Parmod for his outstanding leadership and dedicated service and looks forward to continuing to benefit from his experience and guidance in his capacity as Non-Executive Chairman of the Company.

Resignation of Whole-time Director

On June 30, 2026, Azim Syed (DIN: 10641934) tendered his resignation from the office of Whole-time Director of the Company, which became effective from July 1, 2026. Subsequent to his resignation as Whole-time Director, Azim continues to serve as the Chief Financial Officer (CFO) of the Company and accordingly continues as a KMP of the Company in terms of the provisions of the Companies Act, 2013.

The Board places on record its sincere appreciation for Azims valuable contributions during his tenure as Whole-time Director. His leadership, commitment and strategic financial stewardship have significantly contributed to strengthening the Companys financial management, governance framework, operational excellence and long-term growth. The Board also expresses its gratitude for his continued association with the Company and looks forward to his ongoing contribution as Chief Financial Officer.

Appointment of Managing Director and Chief Executive Officer

Pursuant to the recommendation of the NRC, the Board, at its meeting held on June 30, 2026, appointed Pankaj Malhan (DIN: 08516185) as an Additional Director of the Company with effect from July 1, 2026, to hold office up to the date of the ensuing AGM or three months from the date of appointment, whichever is earlier.

Further, based on the recommendation of the NRC and subject to the approval of the shareholders, the Board appointed Pankaj as the Managing Director and Chief Executive Officer of the Company for a period of five years from July 1, 2026 to June 30, 2031. He shall also be a Key Managerial Personnel of the Company in accordance with the provisions of the Companies Act, 2013.

Pankaj was also appointed as the Managing Director and Chief Executive Officer of RHIMIRL, the material subsidiary of the Company, with effect from July 1, 2026. Subsequently, he was appointed as the Chairman of RHIMIRL and currently leads the subsidiary in his capacity as Chairman, Managing Director and Chief Executive Officer.

Pankaj brings over three decades of leadership experience across the steel, manufacturing, industrial materials and infrastructure sectors. Throughout his distinguished career, he has successfully led large and complex organisations through growth, transformation, operational excellence and value creation initiatives. The Board believes that his extensive industry experience, strategic insight and proven leadership capabilities will be instrumental in driving the Companys next phase of growth and strengthening its position in the market.

Based on the recommendation of the NRC, the Board recommends the appointment of Pankaj as a Director, liable to retire by rotation, and as the Managing Director and Chief Executive Officer of the Company, considering it desirable and in the best interests of the Company.

Directors Retiring by Rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Parmod Sagar (DIN: 06500871) and Gustavo Lucio Goncalves Franco (DIN: 08754857) retire by rotation at the ensuing AGM and, being eligible, have offered themselves for re-appointment. Based on performance evaluation and recommendation of the NRC, the Board recommends their reappointment.

The disclosures required pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (SS-2) are provided in the Notice convening the ensuing AGM, which forms part of this Annual Report.

Independent Directors

As on the date of this Report, Nazim Sheikh, Sonu Chadha, Kamal Sarda and Priyabrata Panda are the Independent Directors of the Company.

All Independent Directors have furnished declarations confirming that they meet the criteria of independence prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations. The Independent Directors have also confirmed compliance with Regulation 25(8) of the SEBI Listing Regulations and stated that they are not aware of any circumstances or situations that exist or may reasonably be anticipated to impair their ability to discharge their duties with objective and independent judgment.

The Independent Directors have taken the requisite steps for inclusion of their names in the databank maintained by the Indian Institute of Corporate Affairs pursuant to Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, all Independent Directors possess the requisite integrity, expertise, experience and proficiency and fulfil the conditions of independence as specified under the Companies Act, 2013 and the SEBI Listing Regulations.

Key Managerial Personnel

Pursuant to Section 203 of the Companies Act, 2013, the following were the Key Managerial Personnel of the Company as on March 31, 2026:

- Parmod Sagar - Chairman, Managing Director and Chief Executive Officer

- Azim Syed - Whole-time Director and Chief Financial Officer

- Sanjay Kumar - Company Secretary

Consequent to the changes detailed above, the following are the Key Managerial Personnel of the Company with effect from July 1, 2026:

- Pankaj Malhan - Managing Director and Chief Executive Officer

- Azim Syed - Chief Financial Officer

- Sanjay Kumar - Company Secretary

The Board places on record its appreciation for the continued contributions of the Key Managerial Personnel in driving the Companys strategic objectives, strengthening governance standards and delivering sustainable value to stakeholders.

14. MEETINGS OF THE BOARD

The Board of Directors held four (4) meetings during FY 2025-26. For details, please refer to the Report on Corporate Governance, which forms part of this Report.

15. COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

The following Committees constituted by the Board function according to their respective roles and defined scope:

- Audit Committee

- Nomination and Remuneration Committee

- Corporate Social Responsibility Committee

- Stakeholders Relationship Committee

- Risk Management Committee

- Fund Raising Committee

- Functional Committees

Details of composition, terms of reference and number of meetings held in FY 2025-26 for the aforementioned committees are given in the Report on Corporate Governance, which forms a part of this Report. Further, during the year under review, all recommendations made by the various committees have been considered and accepted by the Board.

16. BOARD EVALUATION

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provision of the Act and the SEBI Listing Regulations.

The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of Committees, effectiveness of Committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the SEBI.

The Chairman of the Board had one-on-one meetings with the independent directors and the Chairman of Nomination and Remuneration Committee had one-on-one meetings with the Executive and Non-Executive, Non-Independent Directors. These meetings were intended to obtain Directors inputs on effectiveness of the Board/ Committee processes.

The Board and the NRC reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and Committee Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

During FY 2025-26, Independent Directors met separately on February 13, 2026 without presence of management, performance of Non-Independent Directors and the Board as a whole was evaluated. Additionally, they also evaluated the performance of Chairman of the Board, taking into account the views of Executive and Non-Executive Directors in the aforesaid Meeting. The Board also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The above evaluations were then discussed in the Board Meeting and performance evaluation of independent directors were done by the entire Board, excluding the Independent Director being evaluated.

17. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Please refer to the Paragraph on Familiarisation Programme in the Corporate Governance Report for detailed analysis.

18. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Companys Policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Act (salient features) has been briefly disclosed hereunder and in the Report on Corporate Governance, which is a part of this Report.

Selection and procedure for nomination and appointment of Directors

The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects indepth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Directors appointment or re-appointment is required. The NRC reviews and vets the profiles of potential candidates vis-a-vis the required competencies, undertakes due diligence and meeting potential candidates, prior to making recommendations of their nomination to the Board.

Criteria for determining qualifications, positive attributes and independence of a Director

In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI Listing Regulations, the NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

- Qualifications: The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

- Positive Attributes: Apart from the duties of Directors as prescribed in the Act, the Directors are expected to demonstrate high standards of ethical behavior, communication skills and independent judgment. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.

- Independence: A Director will be considered independent if he / she meets the criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.

It is affirmed that the remuneration paid to Directors, KMPs and employees is as per the Remuneration and Nomination Policy of the Company.

The Remuneration and Nomination Policy for directors, key managerial personnel and other employees is also available on

the Companys website URL:

https://www.rhimagnesitaindia.com/uploads/pdf/219pdctfile_

remunerationandnominationpolicy.pdf

During the year under review, there has been no change to the remuneration policy.

19. VIGIL MECHANISM

The Company is committed to conducting its operations with fairness and transparency, upholding the highest standards of professionalism, honesty, integrity, and ethical conduct. In alignment with the RHI Magnesita Code of Conduct, any actual or potential violation, regardless of how minor or perceived, is treated with utmost seriousness. The active role of employees in identifying and reporting such violations is both valued and essential.

Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Companys code of conduct or ethics policy. The vigil mechanism provides adequate safeguards against victimization and multiple channels for reporting concerns including an option for escalations, if any, to the Chairperson of the Audit Committee of the Company.

During the year under review, the Company has received complaints under the said mechanism, the details of which is tabulated below:

Number of complaints received during the year	Number of complaints resolved during the year	Number of complaints remaining unresolved/ undergoing investigation as on 31 March 2026
12*	11**	2

*on consolidated basis

** including complaints that remain unresolved during FY 2024-25. The policy of vigil mechanism is available on the Companys website at URL:

https://www.rhimagnesitaindia.com/uploads/pdf/221pdctfile_

whistleblowerpolicy.pdf

20. AUDIT & AUDITORS

Statutory Auditors

At the 12 th AGM held on September 26, 2022, the Members approved the re-appointment of M/s Price Waterhouse Chartered Accountants LLP (PwC), Chartered Accountants (Firm Registration No. 012754N/N500016), as the Statutory Auditors of the Company for a second term of five consecutive years, to hold office until the conclusion of the 17th AGM of the Company to be held in the year 2027.

Subsequent to the financial year under review, PwC, vide its letter dated August 14, 2026, resigned as the Statutory Auditors of the Company with effect from August 14, 2026. The resignation was primarily on account of a change in the audit firm at the Group

level and the consequent alignment of the Companys statutory audit with the Group audit framework and auditors. Prior to its resignation, PwC completed the limited review of the unaudited financial results of the Company for the quarter ended June 30, 2026 and issued its Limited Review Report thereon. PwC also resigned as the Statutory Auditors of RHIMIRL, a material subsidiary of the Company, with effect from August 14, 2026, for similar reasons.

The Audit Committee and the Board reviewed the resignation letter and confirmed that there were no concerns, issues or information required to be disclosed by PwC under applicable laws and regulations other than those stated in the resignation letter. The Company made the requisite disclosures regarding the resignation of PwC to the stock exchanges in accordance with Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board places on record its sincere appreciation for the professional services rendered by PwC during its tenure and acknowledges its valuable contribution towards maintaining high standards of financial reporting, audit quality, transparency and corporate governance.

Pursuant to Section 139(8) of the Companies Act, 2013, a casual vacancy arose in the office of the Statutory Auditors consequent upon the resignation of PwC. Based on the recommendation of the Audit Committee, the Board of Directors, at its meeting held on August 14, 2026, appointed M/s B S R & Co. LLP (BSR), Chartered Accountants (Firm Registration No. 101248W/W- 100022), as the Statutory Auditors of the Company to fill the said casual vacancy with effect from August 14, 2026 and to hold office until the conclusion of the ensuing AGM, subject to the approval of the Members.

Further, the Board has recommended the appointment of BSR as the Statutory Auditors of the Company for a term of five consecutive years commencing from the conclusion of the 16th AGM and continuing until the conclusion of the 21 st AGM of the Company to be held in the year 2031, subject to the approval of the Members, at such remuneration as may be determined by the Board based on the recommendation of the Audit Committee.

The Company has received the requisite written consent, eligibility certificate and other confirmations from BSR confirming that its appointment, if approved, shall be in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder.

Accordingly, resolutions seeking Members approval for the appointment of BSR as the Statutory Auditors of the Company to fill the casual vacancy arising from the resignation of PwC for the period from August 14, 2026 until the conclusion of the ensuing AGM, and thereafter for a term of five consecutive years from the conclusion of the 16 th AGM until the conclusion of the 21 st AGM to be held in the year 2031, form part of the Notice convening the ensuing AGM. The Company has complied with the requirements of Section 139(8) of the Companies Act, 2013 and Regulation 36(5) of the SEBI Listing Regulations in relation to the proposed appointment of BSR.

The Statutory Auditors Report for the financial year under review does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Audit

At the 15 th AGM of the Company held in September 2025, Naresh Verma of M/s. Naresh Verma & Associates (Membership No. FCS: 5403), a Peer Reviewed firm, was appointed as the Secretarial Auditor of the Company for a term of five years, covering the period from April 1, 2025 to March 31, 2030. His appointment was made pursuant to Section 204 of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and the amended Regulation 24A of the SEBI Listing Regulations.

The Secretarial Audit Report for FY 2025-26, issued by Naresh Verma, is annexed as Annexure - III to this Report. The Report confirms compliance with the applicable provisions and does not contain any qualifications, reservations, adverse remarks, or disclaimers.

Secretarial Audit Report of Material Unlisted Subsidiary

In accordance with Regulation 24A of the SEBI Listing Regulations, every listed company is required to annex to its Annual Report the Secretarial Audit Report of its material unlisted subsidiary incorporated in India.

For FY 2025-26, RHIMIRL has been identified as a material unlisted subsidiary of the Company in India. Accordingly, the Secretarial Audit Report of RHIMIRL is annexed to this Report as Annexure - IV.

Cost Audit & Cost Records

As per Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant. The Board of Directors of the Company has on the recommendation of the Audit Committee, approved the appointment of M/s. K G Goyal & Associates, Cost Accountants (Firm Registration No. 00 0024) as the Cost Auditors of the Company to conduct cost audits for relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014 for FY 2026-27. M/s. K G Goyal & Associates have, under Section 139(1) of the Act and the Rules framed thereunder furnished a certificate of their eligibility and consent for appointment.

The Board on recommendations of the Audit Committee have approved the remuneration payable to the Cost Auditor, subject to ratification of their remuneration by the Members at this AGM. The resolution approving the above proposal is being placed for approval of the Members in the Notice for this AGM.

The cost accounts and records of the Company are duly prepared and maintained as required under Section 148(1) of Act.

Internal Auditors

The Board on recommendations of the Audit Committee has appointed M/s. Chaturvedi & Partners as Internal Auditors for the FY 2025-26 under Section 138 of the Companies Act, 2013 and they have completed the internal audit as per the scope defined by the Board. M/s. Chaturvedi & Partners was re-appointed as Internal Auditors of the Company for FY 2026-27.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act, read along with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - V.

22. PARTICULARS OF EMPLOYEES AND REMUNERATION

Disclosure pertaining to remuneration and other details 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 is annexed to the Report as Annexure-VI.

A statement containing particulars of top 10 employees and particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate Annexure forming part of this report. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Shareholders, excluding the aforesaid Annexure. The said Statement is also open for inspection. Any member interested in obtaining a copy of the same may write to the Company Secretary at investors.india@ rhimagnesita.com. None of the employees listed in the said Annexure are related to any Director of the Company.

23. CORPORATE GOVERNANCE

Pursuant to Regulation 34 of the SEBI Listing Regulations, Report on Corporate Governance along with the certificate from a Practicing Company Secretary certifying compliance with conditions of Corporate Governance is annexed to this Report as Annexure-VII.

24. ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2025-26 is uploaded on the website of the Company and the same is available on https://www. rhimagnesitaindia.com/investors/financials-reports/annual- returns.

25. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT - LIMITED ASSURANCE AUDIT

In line with the requirements of SEBI Listing Regulations, the Company has prepared its Business Responsibility and Sustainability Report (BRSR) for FY 2025-26, covering disclosures on environmental, social, and governance (ESG) performance.

Even before SEBIs mandate for FY 2026-27, the Company voluntarily subjected its sustainability report to independent assurance, underscoring its commitment to ESG transparency. This proactive step reflects the Companys dedication to better governance and credibility of its sustainability disclosures.

The Limited Assurance Audit was conducted by M/s. Nayyar Maniar Sharma and Associates LLP, an independent assurance provider in accordance with applicable standards. The auditor

has confirmed that nothing has come to their attention that causes them to believe the disclosures are not prepared, in all material respects, in accordance with the prescribed framework.

The BRSR, along with the Limited Assurance Report thereon, is annexed to this Annual Report and is also available on the Companys website at https://www.rhimagnesitaindia.com/ investors/financials-reports/business-responsibility-report.

26. OTHER DISCLOSURES

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Pursuant to the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, certain Related Party Transactions (RPTs) are classified as material and require prior approval of the shareholders. Accordingly, the Company had sought shareholders approval through a Postal Ballot Notice dated May 18, 2026, for entering into material related party transactions with RHI Magnesita GmbH, a fellow subsidiary company.

The results of the Postal Ballot were declared on June 22, 2026, and the resolutions proposed therein were duly approved by the shareholders of the Company. The voting results are available on the Companys website at www.rhimagnesitaindia.com and have also been submitted to and made available on the websites of the Stock Exchanges, namely BSE Limited and the National Stock Exchange of India Limited (NSE).

All related party transactions entered into by the Company during FY 2025-26 were in the ordinary course of business and on an arms length basis. During the year under review, the Company did not enter into any material related party transaction or any transaction covered under Section 188(1) of the Companies Act, 2013 requiring disclosure under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014. Accordingly, the prescribed particulars in Form AOC-2 are not applicable and, therefore, do not form part of this Report.

The details of RPTs during FY 2025-26, including transaction with person or entity belonging to the promoter/ promoter group which hold(s) 10% or more shareholding in the Company are provided in the accompanying financial statements.

During FY 2025-26, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees and reimbursement of expenses, as applicable.

Pursuant to the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a policy on RPTs and is available on Companys website URL at: https:// www.rhimagnesitaindia.com/uploads/pdf/218pdctfile_ policyforrelatedpartytransactions.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During FY 2025-26, apart from the investment detailed below, the Company has not provided any loans, guarantees, or made further investments in its subsidiaries, joint ventures, associate companies, or other body corporates and persons. The particulars of loans, guarantees, and investments, as required under Section 186 of the Companies Act, 2013, have been appropriately disclosed in the financial statements.

On July 21, 2025, for general corporate purposes and to partially finance the acquisition of Ashwath, the Company invested in Intermetal, its wholly owned subsidiary, by subscribing to 150 (One Hundred Fifty) equity shares at an issue price of 166,475 per share, resulting in an aggregate investment of 2,49,71,250 (Rupees Two Crore Forty-Nine Lakh Seventy-One Thousand Two Hundred Fifty Only).

DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost, secretarial auditors and external agencies, including audit of internal controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2025-26.

Accordingly, pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

b. they have selected such accounting policies and have 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 of the profit of the Company for that period;

c. 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;

d. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

e. they have prepared the annual accounts on a going concern basis and

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

Please refer to the paragraph on Internal Control Systems and their Adequacy in the Management Discussion and Analysis report for detailed analysis.

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

INVESTOR EDUCATION AND PROTECTION FUND

Please refer Corporate Governance Report para on Transfer of unclaimed / unpaid amounts / shares to the Investor Education and Protection Fund for details on transfer of unclaimed/unpaid amount/shares to Investor Education and Protection Fund.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters, as there were no transactions or developments relating to these items during the financial year under review:

- No significant or material orders were passed by any Regulators, Courts, or Tribunals that would impact the going concern status of the Company or its future operations. However, Members attention is drawn to the Statement on Contingent Liabilities and Commitments in the Notes to the Financial Statements.

- No fraud has been reported by the Auditors to the Audit Committee or the Board of Directors.

- During the year under review there is no change in the share capital of the Company.

- There has been no change in the nature of business of the Company.

- No proceedings are pending or were initiated under the Insolvency and Bankruptcy Code, 2016, during the year or as at the end of FY 2025-26.

- There were no instances of one-time settlement with any bank or financial institution.

- The Company has not accepted any deposits, nor are there any unclaimed deposits or interest thereon requiring disclosure.

- The Company has not issued any equity shares with differential rights as to dividend, voting, or otherwise.

- No shares, including sweat equity shares, have been issued under any Employee Stock Option Scheme or similar scheme, as no such scheme exists in the Company.

- During FY 2025-26, no company became or ceased to be a subsidiary, joint venture, or associate of the Company, except that Ashwath became a step-down subsidiary upon its acquisition by Intermetal, and RHIMSRL, a step-down subsidiary, ceased to exist pursuant to its merger with RHIMIRL.

ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all the employees of the Company for their contribution towards the Companys performance. The Directors would also like to thank the members, employee unions, customers, dealers, suppliers, bankers, governments and all other business associates for their continuous support to the Company and their confidence in its management.

On behalf of the Board of Directors

Parmod Sagar

Chairman (DIN: 06500871)

Gurugram, August 14, 2026