RHI Magnesita India Ltd Directors Report

Dear Members,

Your directors have great pleasure in presenting the 15th Annual Report of RHI Magnesita India Limited (‘the Company or ‘RHIM or ‘RHIM India) along with the Companys audited nancial statements (standalone & consolidated) for the Financial Year (‘FY) ended March 31, 2025 (herein after known as (‘period under review).

FINANCIAL RESULTS

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

(Amount in A Lakh)

	Standalone		Consolidated
Particulars	2024-25	2023-24	2024-25	2023-24
Revenue from operations	289,186.01	282,409.45	367,449.50	378,110.40
Total expenditure before nance cost, depreciation and amortization	250,838.11	240,356.97	319,541.28	323,515.74
Operating Pro t	38,347.90	42,052.48	47,908.22	54,594.66
Add: Other income	525.54	742.89	2,607.05	1,096.26
Pro t before nance cost, depreciation, amortization, exceptional items and taxes	38,873.44	42,795.37	50,515.27	55,690.92
Less: Finance Costs	1,071.77	1,603.10	4,257.25	6,415.32
Pro t before depreciation, amortization, exceptional items and taxes	37,801.67	41,192.27	46,258.02	49,275.60
Less: Depreciation and Amortization Expenses	7,715.33	6,814.85	19,992.21	18,248.56
Pro t before exceptional items and tax	30,086.34	34,377.42	26,265.81	31,027.04
Less: Exceptional Item	-	30,936.00	-	32,577.63
Pro t/(Loss) before taxes	30,086.34	3,441.42	26,265.81	(1,550.59)
Less: Total Tax Expense	7,786.05	8,978.94	6,014.53	8,460.35
Pro t/(Loss) for the year (A)	22,300.29	(5,537.52)	20,251.28	(10,010.94)
Total other comprehensive (Loss) (B)	(30.51)	(5.72)	(78.46)	(132.52)
Total comprehensive Income/(Loss) for the year (C=A + B)	22,269.78	(5,543.24)	20,172.82	(10,143.46)
Less: Share of Pro t of Non-Controlling Interest	-	-	-	33.67
Total Comprehensive Income /(Loss) attributable to the Company/ the
Company along with its subsidiaries	-	-	20,172.82	(10,177.13)
Retained Earnings: Balance brought forward from the previous year	27,034.46	37,740.24	21,404.76	33,966.01
Add: Pro t/(Loss) for the year attributable to the Company/ the Company along with its subsidiaries	22,300.29	(5,537.52)	20,251.28	(10,044.56)
Add: Other Comprehensive (Loss) attributable to the Company/ the Company along with its subsidiaries recognized in Retained Earnings	(30.51)	(5.72)	(78.46)	(132.57)
Add: Transaction with non-controlling interest	-	-	-	2,778.42
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	44,141.70	27,034.46	36,415.04	21,404.76

Financial Performance/ State of Company A airs

Standalone Basis:

During FY 2024-25, the Companys revenue from operations increased from Rs 282,409.45 lakh to Rs 289,186.01 lakh, re ecting a growth of 2.40% over the previous FY 2023-24.

Pro t before tax rose signi cantly from Rs 3,441.42 lakh to Rs 30,086.34 lakh. Additionally, pro t/(loss) after tax improved from a loss of Rs (5,537.52) lakh to a pro t of A 22,300.29 lakh.

Consolidated Basis:

Revenue from operations declined from Rs 378,110.40 lakh in FY 2023-24 to Rs 367,449.50 lakh in FY 2024-25, registering a decrease of approximately 2.82%.

Despite the decline in revenue, pro t/(loss) before tax improved from a loss of Rs (1,550.59) lakh to a pro t of Rs 26,265.81 lakh. Similarly, pro t/(loss) after tax increased from a loss of Rs (10,010.94) lakh to a pro t of Rs 20,251.28 lakh.

MANAGEMENT DISCUSSION AND ANALYSIS

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

DIVIDEND

Declaration and Payment of Dividend

The Board of Directors (‘Board) is pleased to recommend declaration of a nal dividend amounting to Rs 2.50/- per Equity Share of face value Rs 1/- each fully paid-up, i.e., (250%) for FY25.

The Board has recommended the dividend based on the parameters laid down in the Dividend Distribution Policy and dividend will be paid out of the pro ts of the year.

The said dividend, if approved by the Members at the ensuing Annual General Meeting (‘AGM) will be paid to those Members whose name appears on the register of Members (including Bene cial Owners) of the Company as at the end of Friday, September 12, 2025. The said dividend, would involve cash out ow of Rs 5,162.54/- lakh, resulting in a payout of 23.15% of the standalone net pro t of the Company for FY25.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members, w.e.f. April 1, 2020 and the Company is required to deduct tax at source from dividend to be paid to the Members at prescribed rates as per the Income Tax Act, 1961.

Record Date

The Register of Members and Share Transfer Books of the Company will remain closed from Saturday, September 13, 2025, to Friday, September 19, 2025 (both days inclusive). The Company has xed Friday, September 12, 2025 as the ‘Record Date for the purpose of determining the entitlement of Members to receive dividend for FY25.

Dividend Distribution Policy

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ‘SEBI( Listing Regulations ), the Board had formulated a Dividend Distribution Policy (‘Policy). The Policy is available on the Companys website URL at: https://www.rhimagnesitaindia.com/ uploads/pdf/208pdct le_policyondividenddistribution.pdf

TRANSFER TO RESERVES

The Board has decided to retain the entire amount of pro t for FY25 in the distributable retained earnings.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION

There are no material changes a ecting the nancial position of the Company, subsequent to the close of the FY25 till the date of this Report.

CONSOLIDATED FINANCIAL STATEMENT

The consolidated nancial statements of the Company and its subsidiaries for FY25 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 noti ed under the Companies (Indian

Accounting Standards) Rules, 2015. The audited consolidated

nancial 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 Statement 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 nancial statement of the subsidiary companies upon a request by any Member of the Company or its subsidiary companies. These nancial 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

SUBSIDIARY, JOINT ARRANGEMENTS AND ASSOCIATE COMPANIES

During the year under review, the Company has two subsidiaries i.e. Intermetal Engineers (India) Private Limited (‘Intermetal ) and RHI Magnesita India Refractories Limited (‘RHIM Refractories) (together called as ‘subsidiaries) and one step down subsidiary namely RHI

Magnesita Seven Refractories Limited (‘RHIM Seven).

RHIM Refractories is a material subsidiary of the Company in terms of provisions of SEBI Listing Regulations, as applicable. The Boards of Directors of RHIM Refractories and RHIM Seven, at their respective meetings held on February 8, 2024, approved a

Scheme of Merger for the amalgamation of RHIM Seven with and into RHIM Refractories under the provisions of Section 233 of the

Companies Act, 2013, and the applicable rules framed thereunder. Subsequently, on July 4, 2025, both companies approved a revised

Scheme of Merger. The merger process is currently underway and is being pursued in accordance with the prescribed regulatory framework.

On March 4, 2025, Intermetal entered into a Share Purchase

Agreement ‘SPA ( ) with Ashwath Technologies Private Limited ( ‘Ashwath ) and its shareholders. Ashwath is engaged in the manufacturing of special purpose machinery, with a particular focus on equipment for the metallurgical industry.

Subsequently on August 1, 2025, Intermetal successfully acquired 100% shareholding of Ashwath from its existing shareholders, thereby completing the acquisition. As a result, Ashwath has become a wholly owned subsidiary of Intermetal and a step-down subsidiary of the Company.

The total transaction value, in accordance with the terms of the SPA, amounted to Rs 141,188,690 (Indian Rupees Fourteen Crore Eleven Lakh Eighty-Eight Thousand Six Hundred and Ninety Only).

The Company does not have any associate or joint venture within the meaning of Section 2(6) of the Companies Act, 2013 ‘Act ( ). There has been no material change in the nature of the business of the subsidiary companies.

The policy for determining material subsidiaries of the Company is available on the Companys website URL: https:// www.rhimagnesitaindia.com/uploads/pdf/395pdctfile_ policyonmaterialsubsidiary.pdf

RISK MANAGEMENT

The Board has constituted a Risk Management Committee to frame, implement, monitor and review the Risk Management policy and to ensure its e ectiveness. Through an Enterprise Risk Management Program, the business units and the corporate functions address their short, medium and long terms risks. The Audit Committee has an additional oversight on the nancial 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 a ect the Companys risk pro le, speci cally 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 pro le 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 re ect 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 ve 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 compiled 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 Certi cation of Integrated Management System (IMS, ISO 9001, 14001, 45001 & 50001) for plants located at 8 di erent location 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 Green House Gase (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 signi cant e ort in sustaining safe environment in all RHIM India functions.

INTERNAL FINANCIAL CONTROL SYSTEMS AND ADEQUACY

The Companys internal control systems are commensurate with the nature of its business, the size and complexity of its operations and such internal nancial controls with reference to the Financial

Statements are adequate. lease refer to the paragraphs on Internal Control Systems and their Adequacy in the Management Discussion Analysis section for detailed analysis.

HUMAN RESOURCES

The Company upholds strong people and culture policies that align with its strategic goals and is dedicated to employee development, o ering 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 RHIM, 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. lease also refer to the paragraphs on uman Resources / Industrial Relations in the Management Discussion Analysis section for detailed analysis.

PREVENTION OF SEXUAL HARASSMENT AND MATERNITY BENEFIT

At RHIM India, 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 o ce and work locations to ensure that any complaint of sexual harassment is addressed promptly, fairly, and con dentially.

During FY25, the Company received four (04) complaints of sexual harassment (consolidated across all locations). All complaints were appropriately resolved in accordance with the Companys established procedures. No complaint remained pending beyond 90 days. As of the close of FY25, the Company had a total workforce of 1,624 employees across its operations. This included 1,547 male employees, 77 female employees, and no employees 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 exible and temporary sta , 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 e ectiveness.

The Company a rms its adherence to the Maternity Bene t Act, 1961, as amended from time to time. During FY25, the Company remained fully compliant with the provisions of the Act, ensuring that all eligible female employees were granted the prescribed maternity leave and bene ts in accordance with the applicable legal requirements.

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/215pdct le_ policyforcorporatesocialresponsibility.pdf

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment / Re-appointment

As reported earlier, Mr. Kamal Sarda (DIN: 03151258) and Ms. Sonu Chadha (DIN: 00129923) were appointed as Additional and Non-Executive Independent Directors on the Board of the Company with e ect from August 14, 2024 and August 13, 2024, respectively. Their appointments as Independent Directors were approved by the Members at the 14th Annual General Meeting held on September 27, 2024, for a term of ve years-Mr. Sarda for his rst term from August 14, 2024 to August 13, 2029 (both days inclusive), and Ms. Chadha for her second consecutive term from August 13, 2024 to August 12, 2029 (both days inclusive).

As also reported earlier, the tenure of Dr. Vijay Sharma (DIN:

00880113), Chairman and Independent Director, concluded on

November 11, 2024. Upon completion of his tenure, Dr. Sharma also tendered his resignation from the directorship of all subsidiary and step-down subsidiary companies.

During the period under review, Mr. Erwin Jankovits (DIN: 07089589) resigned from the directorship of the Company with e ect from November 7, 2024, citing personal reasons.

The Board of Directors places on record its deep appreciation for the long-standing association, insightful guidance, and valuable contributions made by Dr. Sharma and Mr. Jankovits during their respective tenures with the Company. The Board remains committed to maintaining the highest standards of corporate governance and expresses its sincere gratitude to the outgoing Directors for their dedicated service and leadership.

Following the conclusion of Dr. Sharmas tenure, Mr. Parmod Sagar (DIN- 06500871), Managing Director & CEO, was appointed as the Chairman of the Company. Accordingly, with e ect from November 12, 2024, Mr. Parmod Sagar holds the designation of Chairman, Managing Director & Chief Executive O cer (CMD).

Mr. Priyabrata Panda (DIN: 07048273) was appointed as an Additional and Non-Executive Independent Director on the Board of the Company with e ect from May 28, 2025. His appointment as an Independent Director for a term of ve years, from May 28, 2025 to May 27, 2030 (both days inclusive), was approved by the shareholders through postal ballot.

As communicated earlier, Mr. Azim Syed (DIN: 10641934) was appointed as the Chief Financial O cer of the Company with e ect from May 1, 2024. Subsequently, he was appointed as an Additional and Whole-Time Director on the Board with e ect from May 28, 2025. He was designated as Whole-Time Director and Chief Financial O cer of the Company. His appointment as Whole-Time Director, liable to retire by rotation, for a period of ve years, from May 28, 2025 to May 27, 2030 (both days inclusive), was also approved by the shareholders through postal ballot.

Further, the shareholders through postal ballot approved the re-appointment of Mr. Nazim Sheikh (DIN: 00064275) as an Independent Director for a second consecutive term of ve years, from November 3, 2025 to November 2, 2030 (both days inclusive). All the above appointments and re-appointments were approved by the shareholders of the Company through postal ballot on July 24, 2025.

In accordance with provisions of the Act and the Articles of

Association of the Company, Ms. Ticiana Kobel, Non-Independent & Non-Executive Director (DIN: 09850411) is liable to retire by rotation at this AGM and is eligible for re-appointment.

The disclosures required pursuant to Regulation 36 of the SEBI

Listing Regulations and the Secretarial Standards on General

Meeting (‘SS-2) are given in the Notice of AGM, forming part of the

Annual Report.

Independent Directors

In terms of Section 149 of the Act and the SEBI Listing Regulations, Mr. Nazim Sheikh, Ms. Sonu Chadha, Mr. Kamal Sarda and Mr. Priyabrata Panda are the Independent Directors of the Company as on the date of this Report.

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have con rmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external in uence. The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate A airs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Quali cation of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They ful ll the conditions speci ed in the Act read alongwith the Rules made thereunder and are independent of the Management.

Key Managerial Personnel

In terms of Section 203 of the Companies Act, 2013, the Key Managerial Personnel (‘KMPs) of the Company during FY 25 were as follows:

Mr. Parmod Sagar, Chairman, Managing Director & CEO

Ms. Vijaya Gupta, Chief Financial O cer (up to April 30, 2024)

Mr. Azim Syed, Chief Financial O cer (with e ect from May 1, 2024)

Mr. Sanjay Kumar, Company Secretary and Compliance O cer During the year under review, there were no changes in the KMPs of the Company other than those mentioned above.

MEETINGS OF THE BOARD

The Board of Directors held ve (5) meetings during FY25.

For details, please refer to the Report on Corporate overnance, which forms part of this Report.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain speci c 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 de ned 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 FY25 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.

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, e ectiveness 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, e ectiveness 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 (‘NRC) had one-on-one meetings with the Executive and Non-Executive Non-Independent Directors. These meetings were intended to obtain Directors inputs on e ectiveness 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.

In a separate meeting of Independent Directors, 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 ow of information between the Company Management and the Board that is necessary for the Board to e ectively and reasonably perform their duties. The above evaluations were then discussed in the Board Meeting and performance evaluation of Independent directors was done by the entire Board, excluding the Independent Director being evaluated.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Please refer to the Paragraph on Familiarisation Programme in the

Corporate Governance Report for detailed analysis.

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 brie y 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 re ects in-depth understanding of the Company, including its strategies, environment, operations, nancial 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 pro les 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 quali cations, 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 quali cations, positive attributes and independence of Directors, the key features of which are as follows:

Quali cations - 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 a rmed 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/219pdct le_remunerationandnominationpolicy.pdf During the year under review, there has been no change to the remuneration policy.

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 March 31,2025
14*	13	1

n consolidated basis

The policy of vigil mechanism is available on the Companys website at URL: https://www.rhimagnesitaindia.com/uploads/ pdf/221pdct le_whistleblowerpolicy.pdf

AUDIT

Statutory Audit

M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/N500016), were re-appointed as the Statutory Auditors of the Company for a tenure of ve (5) years commencing from the conclusion of the 12th AGM of the Company until the conclusion of the 17th AGM of the Company to be held in the year 2027. The Statutory Auditors Report does not contain any quali cations, reservations, adverse remarks or disclaimers.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the

Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014 and amended Regulation 24A of the SEBI Listing Regulations, the Board has based on the recommendation of Audit Committee approved appointment of Mr. Naresh Verma of M/s. Naresh Verma and Associates, (Membership No. FCS : 5403), a Peer Reviewed rm as Secretarial Auditors of the Company for a period of ve years, i.e., from April 1, 2025 to March 31, 2030, subject to approval of Shareholders of the Company at the ensuing AGM.

The Report of the Secretarial Auditor for FY25 is annexed herewith as

Annexure-III. The said Secretarial Audit Report does not contain any quali cation, reservations, adverse remarks or disclaimer.

Secretarial Audit Report of Material Unlisted Subsidiary

As per regulation 24(A) of SEBI Listing Regulations, a listed company is required to annex the secretarial audit report of its material unlisted subsidiary in India to its Annual Report. RHIM Refractories has been identi ed as Material Unlisted Subsidiary of the Company in India for FY25 and accordingly the Company is annexing the Secretarial

Audit Report of RHIM Refractories 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. 000024) 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 FY26. M/s. K G Goyal & Associates have, under Section 139(1) of the Act and the Rules framed thereunder furnished a certi cate 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 rati cation 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 25 under Section 138 of the Companies Act, 2013 and they have completed the internal audit as per the scope de ned by the Board. M/s. Chaturvedi & Partners was re-appointed as Internal Auditors of the Company for FY 26.

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.

PARTICULARSOFEMPLOYEESANDREMUNERATION

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.

CORPORATE GOVERNANCE

Pursuant to Regulation 34 of the SEBI Listing Regulations, Report on Corporate Governance along with the certi cate from a Practicing

Company Secretary certifying compliance with conditions of

Corporate Governance is annexed to this Report as Annexure-VII.

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 FY25 is uploaded on the website of the Company and the same is available on https://www.rhimagnesitaindia.com/investors/ nancials-reports/annual-returns.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report (‘BRSR) on initiatives taken from an environmental, social and governance perspective, in the prescribed format is available as a separate section of the Annual Report and is also available on the Companys website URL: https://www.rhimagnesitaindia.com/ investors/ nancials-reports/business-responsibility-report.

OTHER DISCLOSURES

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during the FY25 with related parties were valued on an arms length basis and in the ordinary course of business and approved by the

Audit Committee consisting of Independent Directors. Certain transactions, which were repetitive in nature, were approved through omnibus route.

As per the SEBI Listing Regulations, if any Related Party Transactions ( ‘RPT ) exceeds Rs 1,000 crore or 10% of the annual consolidated turnover as per the last audited nancial statement whichever is lower, would be considered as material and would require Members approval. The Company obtained shareholders approval on January 19, 2022, for entering into material related party transactions with RHI Magnesita GmbH, a Fellow Subsidiary Company, amounting to Rs 100,000 lakh for FY 22 and onwards. The approved value of such transactions is subject to a yearly increase of 30% up to FY 26.

However, there were no material transactions of the Company with any of its related parties during the year in terms of Section

134 read with Section 188 of the Companies Act, 2013. Therefore, the disclosure of the Related Party Transactions as required under

Section 134(3(h) of the Act in Form AOC-2 is not applicable to the Company for FY25 and, hence, the same is not required to be provided. The details of RPTs during FY25, 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 nancial statements.

During FY25, 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 FY25, the Company has not given loan, guarantee or make any investment to any of its subsidiaries, joint ventures, associates companies and other body corporates and persons. Details of loans, guarantees and investments as per Section 186 of the Act, have been disclosed in the nancial statements.

DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal nancial 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 nancial 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 nancial controls were adequate and e ective during FY25. Accordingly, pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, con rm 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 a airs of the Company at the end of the nancial year and of the pro t of the Company for that period; c. they have taken proper and su cient 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 nancial controls to be followed by the Company and such internal nancial controls are adequate and operating e ectively, 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 e ectively. lease 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 e ectively.

INVESTOR EDUCATION AND PROTECTION FUND

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 nancial year under review:

No signi cant 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 FY25.

There were no instances of one-time settlement with any bank or nancial 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 di erential 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.

No company has become or ceased to be a subsidiary, joint venture, or associate company during the year.

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 con dence in its management.

On behalf of the Board of Directors

Parmod Sagar

Chairman, Managing Director & CEO

(DIN: 06500871)

Gurugram, August 8, 2025