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Vesuvius India Ltd Directors Report

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Jun 25, 2026|05:30:00 AM

Vesuvius India Ltd Share Price directors Report

for the year ended on December 31, 2025

Dear Shareholders,

The Board of Directors have the pleasure of presenting the Thirty-fifth Annual Report together with the Audited Financial Statements of the Company for the financial year ended on December 31, 2025 (year under review or the year).

Financial Highlights

The Companys financial performance for the aforesaid financial year is summarised below:

(Amount in Rs. Lakhs)

Particulars Year ended 31.12.2025 Year ended 31.12.2024
Revenue from Operations 2,10,433 1,86,857
Other Income 5,894 4,846
Total Income 2,16,327 1,91,703
Profit before Depreciation, Interest & Tax (PBDIT) 41,924 39,587
Depreciation & Amortisation 6,165 4,585
Finance Cost 121 118
Profit before Tax 35,638 34,884
Provision for Income Tax 9,230 8,432
Profit for the year after Tax 26,408 26,452
Other comprehensive income/(loss) for the year, net of Tax (175) (119)
Total comprehensive income for the year 26,233 26,333
Transfer to Reserves Nil Nil
Proposed Dividend @ 1.5 per share of 1/- each ( 14.50 per share of 10/- each in 2024) 3,044 2,943
Basic & Diluted Earnings per Share (in ) per share of 1/- each 13.01 13.03

(Amount in )

Particulars Pre-Split Share Capital Post-Split Share Capital
No. of Shares Face Value Amount No. of Shares Face Value Amount
Authorized Capital 2,50,00,000 10 25,00,00,000 25,00,00,000 1 25,00,00,000
Issued Capital 2,03,00,000 10 20,30,00,000 20,30,00,000 1 20,30,00,000
Subscribed Capital 2,02,96,080 10 20,29,60,800 20,29,60,800 1 20,29,60,800
Paid-up Capital 2,02,96,080 10 20,29,60,800 20,29,60,800 1 20,29,60,800

State of Companys affairs

The revenue from operations of the Company in the current financial year has increased from 1,86,857 Lakhs to 2,10,433 Lakhs, registering the growth of approx. 13 % compared to the last financial year, and the profit before tax has increased from 34,884 Lakhs to 35,638 Lakhs, registering the growth of approx. 2% increase compared to the last financial year.

Crossing 2,000 crore revenue in 2025 marked a significant milestone in Companys journey, reflecting both scale and consistency in execution. The performance of the Company during the year underscored the strength of its business fundamentals and the effectiveness of its strategy.

Financial Year of the Company

The Company follows January 1 to December 31 as its financial year.

In terms of Section 2(41) of the Companies Act, 2013 (the Act ), by an Order dated January 7, 2016, passed by then Honble Company Law Board, Kolkata Bench, the Company has been allowed to retain and follow January 1 to December 31 as its financial year.

Business of the Company

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

Dividend

The Board of Directors of the Company (the Board ) at their meeting held on February 26, 2026 has recommended a dividend of 1.5 per equity share of 1/- each fully paid-up of the Company (last year dividend was 14.50 per equity share of 10/- each). The dividend will entail a cash outflow of 3,044 Lakhs (last year 2,943 Lakhs). The dividend recommended by the Board for the year under review is in accordance with the Companys policy to pay sustainable dividend linked to long-term growth objectives of the Company to be met by internal cash accruals. The Dividend Distribution Policy of the Company, is available on the website of the Company www.vesuviusindia.in and the weblink thereof has been provided elsewhere in this Annual Report.

The dividend is subject to approval of the Shareholders at the ensuing Annual General Meeting. The dividend, if approved by the Shareholders, will be deposited in a separate bank account within 5 days from the date of declaration and will be paid on or before May 30, 2026, subject to deduction of income tax at source, as applicable.

Share Capital of the Company

During the financial year under review, pursuant to the approval of Shareholders by means of Special Resolution passed at the 34 th Annual General Meeting of the Company held on May 8, 2025, the Equity Share Capital of the Company stood sub-divided/split as tabulated herein:

Management Discussion and Analysis Report

Pursuant to the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the SEBI LODR ), Management Discussion and Analysis Report (including key financial ratios) for the financial year under review is presented in a separate section, forming part of the Annual Report.

Internal Controls of the Company

The Company has established an internal control system designed to align with the complexities of its business operations, ensuring financial integrity, operational efficiency, and regulatory compliance. Comprehensive internal financial controls have been implemented to enhance the accuracy and reliability of financial reporting and to strengthen the integrity of financial statement preparation. These internal control mechanisms are enforced through a structured combination of policies, procedures, and certifications, ensuring strong governance and effective risk management. The Board, in consultation with the Internal Auditors, reviews the effectiveness of internal controls and compliance systems, financial and operational risks, risk assessment and management frameworks, and related party transactions, along with their compliance with applicable laws, rules, and regulations. The Internal Audits of the Company are conducted by the Internal Auditors of the Vesuvius Group. The Companys Policies, Code of Conduct, and CORE Values and Behaviours are applicable to the Directors and all employees of the Company and have been duly complied with during the year. These Policies are available on the Companys website at www.vesuviusindia.in . with direct weblinks also provided later in this Annual Report. Additionally, the Company ensures strict compliance with all applicable laws, regulations, and corporate governance standards governing its operations.

Internal Financial Controls: The Company has in place adequate internal financial controls with reference to its financial statements, aimed at safeguarding assets, preventing and detecting fraud or errors, maintaining accurate and complete accounting records, and ensuring the timely preparation of reliable financial information.

Furthermore, statutory auditors have conducted comprehensive verifications of systems and processes, confirming the adequacy and operational effectiveness of internal financial controls over financial reporting. This ensures that the Company upholds strong corporate governance, financial transparency, and operational excellence.

Holding, Subsidiaries, Joint Ventures and Associate Companies

Vesuvius Group Limited is the immediate holding company and Vesuvius plc., is the ultimate holding company of the Company. Vesuvius plc. has its headquarter in London, UK and its shares are listed on the London Stock Exchange. Vesuvius is a global leader in molten metal flow engineering and technology, serving process industries operating in challenging high-temperature conditions. Detailed information regarding business operations of Vesuvius plc. can be accessed at https://www.vesuvius.com.

The Company has no subsidiary, associate company, or joint venture. Therefore, disclosures in this regard are not applicable to the Company.

Board of Directors and Key Managerial Personnel

The Company has an optimum combination of executive, non-executive and independent directors, including an independent woman director. As on December 31, 2025, the Board comprised of 9 (nine) Directors, including 8 (eight) Non-Executive Directors of which 3 (three) are Independent Directors including a Woman Director.

Mr. Biswadip Gupta ceased to be an Independent Director of the Company upon completion of his second consecutive term of five years on September 24, 2025. The Board of Directors appointed Mr. Gupta as an Additional Director under Non-Executive Non-Independent category with effect from September 25, 2025. The Shareholders of the Company, by way of Special Resolution, passed on November 7, 2025, appointed Mr. Gupta as a Non-Executive Non-Independent Director, liable to retire by rotation.

Miss. Nayantara Palchoudhuri ceased to be an Independent Director of the Company upon completion of her second consecutive term of five years on September 24, 2025. and Mr. Sudipto Sarkar ceased to be a Non-Executive NonIndependent Director of the Company upon his resignation with effect from September 24, 2025.

Based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board appointed Ms. Rashmi Joshi and Mr. Sridhar Gorthi as Additional Directors, under Non-Executive Independent category with effect from September 24, 2025, for a term of five consecutive years. In the opinion of the Board, Ms. Joshi and Mr. Gorthi possess the requisite expertise, integrity, experience, and proficiency.

The appointments of Ms. Rashmi Joshi and Mr. Sridhar Gorthi have been approved by Shareholders of the Company by way of Special Resolutions passed on November 7, 2025 through Postal Ballot.

In terms of the provisions of Section 152(6) of the Act, the Shareholders of the Company at 34 th Annual General Meeting held on May 8, 2025, have re-appointed Mr. Henry James Knowles and Mr. Nitin Jain as directors liable to retire by rotation.

Pursuant to the aforesaid provisions, Mr. Mohinder Pradip Singh Rajput and Mr. Pascal Herve Martin Marie Genest, are liable to retire from the Board by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The information regarding re-appointment of Mr. Rajput and Mr. Genest as required under Regulation 36 of the SEBI LODR and Secretarial Standard 2 have been given in the Notice convening the ensuing Annual General Meeting of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Act and the SEBI LODR and are also compliant with requirements of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity (including the proficiency) and fulfils the conditions specified in the Act read with Rules made thereunder and SEBI LODR and are eligible & independent of the management.

None of the Directors of the Company are disqualified and/or debarred as per the applicable provisions of the Act and the Securities and Exchange Board of India (the SEBI).

During the year, Mr. Rohit Baheti ceased to be the Chief Financial Officer of the Company with effect from September 21, 2025, upon taking a global role within Vesuvius Group. Following the recommendation of the NRC, the Board appointed Mr. Subhabrata Nandi as the Chief Financial Officer of the Company (in an interim capacity) with effect from November 11, 2025. Subsequently, based on the recommendation of the NRC, the Board at its meeting held on February 26, 2026, appointed Mr. Neeraj Kumar Jumrani as the Chief Financial Officer, effective March 16, 2026, in place of Mr. Nandi, who resigned from his interim position effective March 15, 2026.

As on December 31, 2025 the Company had following whole time key managerial personnel:

a) Mr. Mohinder Pradip Singh Rajput, Managing Director

b) Mr. Subhabrata Nandi, Chief Financial Officer

c) Mr. Saheb Ali, Company Secretary

Separate Meeting of Independent Directors & Performance Evaluation

In terms of Schedule IV to the Act and the SEBI LODR, a separate Meeting of the Independent Directors of the Company was held on December 29, 2025. The Independent Directors carried out annual performance evaluation of the Chairperson, the non-independent directors and the Board as a whole.

Pursuant to Section 178 of the Act, Regulation 17 of the SEBI LODR and relevant SEBI Circulars, the NRC has adopted the methodology for performance evaluation of the Board, its Committees and Individual Directors. Accordingly, the evaluation of the performance of the Board, its Committees and Individual Directors have been carried out by the Board of the Company. The overall outcome of the performance evaluation for the year was positive with the Board identifying key areas for focus going forward and improving Board effectiveness.

Corporate Governance

The Company is committed to maintain the highest standards of governance and has also implemented several best governance practices. The Corporate Governance Report pursuant to Regulation 34(3) read together with Part C of Schedule V of the SEBI LODR forms part of this Annual Report and marked as Annexure I . Certificates received from the Secretarial Auditor of the Company confirming NonDisqualification of Directors of the Company and compliance with the conditions of Corporate Governance are attached and marked as Annexure II and III , respectively.

The Managing Director and the Chief Financial Officer have given their certificate as required under Regulation 17(8) read with Part B of Schedule II of the SEBI LODR regarding the Annual Financial Statements of the Company for the financial year ended on December 31, 2025, which forms part of this Annual Report and is marked as Annexure IV .

Compliance with the Code of Conduct

All Directors, Key Managerial Personnel and Senior Management Personnel of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employees of the Company. The Managing Director has given the certificate as required under Regulation 34(3) read with Part D of Schedule V of the SEBI LODR regarding compliance with the Code of Conduct of the Company for the year ended on December 31, 2025, which forms part of this Annual Report, and is marked as Annexure V .

The Code of Conduct is available on the Companys website www.vesuviusindia.in and the weblink thereof has been provided elsewhere in this Annual Report.

Board Meetings

Five meetings of the Board of Directors were held during the year. The details of the meetings held, and attendance of each Director are disclosed in the Corporate Governance Report.

Committees of the Board

Pursuant to the provisions of the Act and the SEBI LODR, the Board has constituted/ reconstituted (whenever necessitated) its various committees, such as Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee and Board Management Committee. The details of composition, terms of reference, number of meetings held during the year, attendance and other details pertaining to these Committees are mentioned in the Corporate Governance Report. All recommendations made by these Committees during the year were accepted by the Board of the Company.

Directors Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board of Directors, with respect to the Audited Financial Statements for the financial year ended on December 31, 2025, to the best of its knowledge and ability, confirm that:

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

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

c) the Directors 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) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and

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

Compliance with Secretarial Standards

The Company has followed the applicable Secretarial Standards, with respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

Business Responsibility and Sustainability Report

In accordance with the SEBI LODR, the Business Responsibility & Sustainability Report describing the initiatives taken and performance delivered by the Company on environmental,

social and governance aspects forms part of this Report, marked as Annexure VI .

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, forms part of this Annual Report, marked as Annexure VII .

Particulars of Employees and Related Disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules, forms part of this Annual Report. Disclosures relating 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 forms part of this Annual Report. As on December 31, 2025 number of female employees were 25 and male employees were 627 in the Company.

Having regard to the provisions of the second proviso to Section 136(1) of the Act, this Report excluding the aforesaid information is being sent to the Shareholders of the Company. Any shareholder interested in obtaining such information may write to the Company Secretary at vesuviusindia@vesuvius. com .

Corporate Social Responsibility (CSR)

The Companys CSR strategy reflects unwavering commitment to transparent and impactful corporate citizenship. During the year under review the strategic focus intensified on the empowerment of women and children, particularly through the lens of Women in STEM Education whose major 3 pillars are WASH in Schools (Water, Sanitation, and Hygiene), Vesuvius Activity Centers and Vesuvius Womens Club.

The CSR interventions of the Company are rooted in addressing systemic barriers to education and reducing the risk of dropouts of girls from schools. In line with the Ministry of Education and Healths recommendation regarding specific toilet-to-student ratios, our field assessments around Taratala and various other locations (where the Company operates) revealed a stark reality such as lack of basic hygiene facilities and clean water which were causing high dropout rates among girls. To counter this, the Company successfully constructed bio-toilets and drinking water facilities across 35 schools, scaling these efforts to 13 additional schools in 2025. In addition to construction of bio-toilets and drinking water facilities, the Company conducted intensive hygiene and Menstrual Hygiene Management (MHM) training in 19 schools at various locations. Through the WASH initiative, we reached an incredible 16,000 students and 16,000 mothers, resulting

in a transformative 48% reduction in student absenteeism. These efforts have now expanded into new catchment areas, including Hissar, Salem, Dolvi, Pen, Tornagullu.

Beyond foundational health, the Company is pioneering a pathway for women in higher technical education. By providing merit-cum-means scholarships to female students at National Institutes of Technology (NITs) specializing in Chemical, Metallurgy, and Mechanical Engineering, the Company is dismantling the financial barriers to STEM Education for such students. This future-ready ecosystem is further bolstered by our Vesuvius Womens Clubs, which offer professional immersion, industry expert talks, and internship opportunities, encouraging women to lead in the refractory industry.

Digital literacy also remains a cornerstone of our strategy; the app-based multimedia platform GENEO has engaged over 600 girls across our Vesuvius Activity Centres. The Company is also opening of three new centers at Khalbari, Jorabagan and Khidderpore (Mushiganj) to further this reach.

Environmental stewardship is equally integrated into our social fabric through the V Green Project. Introduced in 2024, this initiative has established vital green corridors at the Companys new greenfield project in Parwada, Visakhapatnam, while maintaining lush belts around the Kolkata plant. By committing to plant 50 trees in every school, we are instilling a sense of environmental responsibility in the next generation.

To achieve these objectives, the Company has demonstrated significant financial commitment. During the financial year ended December 31, 2025, we spent 516 Lakhs on CSR activities (in addition to 21 Lakh carry-forward from the previous year), a substantial increase from the 379 Lakhs spent in 2024. These funds are meticulously deployed to ensure that our social investments yield the maximum possible impact for the most vulnerable sections of society. The Annual Report on CSR Activities forms part of this Report, marked as Annexure VIII .

Vigil Mechanism / Whistleblower policy

The Company has in place a Speak Up and Incident Reporting (Whistle Blowing) Policy to deal with unethical behaviour, victimisation, fraud and other grievances or concerns, if any. The aforementioned policy is available on the Companys website www.vesuviusindia.in and the weblink thereof has been provided elsewhere in this Annual Report.

Statutory Auditors

M/s Price Waterhouse Chartered Accountants LLP, (Firm Registration No: 012754N/ N500016) have been re-appointed as the Statutory Auditors of the Company for the second term of 5 (five) consecutive years, from the conclusion of the thirty-first Annual General Meeting held on May 6, 2022 till the conclusion of the thirty-sixth Annual General Meeting of the Company. The Auditors have confirmed that they comply with all the requirements and criteria and are not disqualified to continue to act as Auditors of the Company.

The Independent Auditors Report on the Financial Statements of the Company for the financial year ended on December 31, 2025, does not contain any qualification or reservation or adverse remark or disclaimer. The Auditors have not come across any instance of material fraud by the Company or in the Company by its officers or employees during the year. The Notes to the financial statements referred in the Auditors Report are self-explanatory and do not call for any further comments.

Secretarial Auditors

M/s Anjan Kumar Roy & Co. Company Secretaries (Firm Unique Code:S2002WB051400) have been appointed as the Secretarial Auditor of the Company for a term of 5 (five) consecutive years, from the conclusion of the thirty-fourth Annual General Meeting held on May 8, 2025, till the conclusion of the thirty-ninth Annual General Meeting of the Company. The Secretarial Audit Report is attached to this Report and marked as Annexure IX . There are no qualifications or observations or adverse remarks in the Secretarial Audit Report. The contents of the Secretarial Audit Report are selfexplanatory and do not call for any further comments by the Board.

Cost Auditors

The Cost Audit Report of the Company, as required under Section 148 of the Act, for the financial year ended December 31, 2024, did not contain any qualification, reservation, or adverse remark and has been filed with the Registrar of Companies, Ministry of Corporate Affairs. The cost audit of the cost records maintained by the Company for the financial year ending December 31, 2025, will be conducted within the stipulated time.

In accordance with the provisions of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain Cost Records under Rule 3 of the said Rules. Accordingly, the Company has duly maintained the Cost Records in the format prescribed in Form CRA-1 under Rule 5 of the said Rules.

The Board of the Company has reappointed M/s J K & Co., Cost Accountants (Firm Registration No. 004010), as the Cost Auditors of the Company for the financial year ending December 31, 2026. The firm meets the eligibility criteria for appointments. The remuneration to be paid to the Cost Auditors for the financial year ending December 31, 2026, requires ratification by the Shareholders of the Company. Accordingly, an appropriate resolution for seeking ratification of the remuneration of the Cost Auditors has been proposed in the Notice convening the ensuing Annual General Meeting.

Public Deposits

The Company did not accept any deposit from the public and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

Loans, Guarantees and Investments

The Company has not given any loans, directly or indirectly, to any person (other than to its employees under contractual obligations) or other bodies corporate or any guarantee or provided any security in connection with a loan taken by any other body corporate or person. The Company has not made any investment in the shares of the parent / holding company or any of its fellow subsidiaries or any other company or body corporate.

Related Party Transactions

During the year under review, all contracts / arrangements / transactions entered by the Company with related parties were in its ordinary course of business and at arms length basis. The Company has not entered into any contract / arrangement / transaction with related parties which is required to be reported in Form AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. There were no related party transactions which could have potential conflict with the interests of the Company at large. It is confirmed that no loans or advances have been received or paid to the holding company or any fellow subsidiaries or any Director or to any firms or companies in which a director is interested. All related party transactions entered during the year under review are disclosed in Note No. 42 of the Audited Financial Statements of the Company in accordance with the Indian Accounting Standard 24 on Related Party Disclosures notified by the Companies (Indian Accounting Standards) Rules, 2015, and are not repeated in this Report.

Risk Management Framework and Policy

The policy on risk assessment and minimisation procedures as laid down by the Board are periodically reviewed by the Risk Management Committee, Audit Committee and the Board. The policy facilitates the identification of risks at the appropriate time and ensures necessary steps are taken to mitigate the risks. The Risk Management Policy is available on the website of the Company www.vesuviusindia.in and the weblink thereof has been provided elsewhere in this Report.

Material Changes and Commitments

There have been no material changes and commitments or significant events occurred between December 31, 2025 and the date of this Report, affecting the financial position of the Company.

Significant and Material Orders

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

Annual Return

The Annual Return of the Company for the year ended on December 31, 2025 is available on the website of the Company www.vesuviusindia.in and the weblink thereof has been provided elsewhere in this Annual Report.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules

The Company firmly believes in providing a safe, supportive and friendly workplace environment - a workplace where our values come to life through the supporting behaviors. Positive workplace environment and a great employee experience are integral part of our culture. The Company continues to take various measures to ensure a workplace free from discrimination and harassment based on gender.

In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act), and the Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace. The Company has reconstituted Internal Committee (IC) in during the year under review to redress and resolve any complaints arising under the POSH Act. Training/ awareness programme are conducted throughout the year to create sensitivity towards ensuring a respectable workplace. During the reporting period, the details of number complaints received by the Company under the POSH Act are as follows:

Serial No. Particulars Number
1 Number of complaints of sexual harassment received in the year Nil
2 Number of complaints disposed off during the year Nil
3 Number of cases pending for more than ninety days Nil

Compliance regarding Maternity Benefit Act, 1961

The Company has followed the applicable provisions of the Maternity Benefit Act 1961.

Other Disclosures

During the year under review no transaction or event took place other than those disclosed above. Accordingly, no separate comment has been made for items which are not applicable to the Company.

Annexures forming a part of this Report

The following Annexures as referred to in this Report form part of the Boards Report:

Annexure Particulars
I Corporate Governance Report
ii Certificate of Non-Disqualification of Directors
111 Certificate on Corporate Governance
IV Managing Directors and Chief Financial Officers Certificate under Regulation 17(8) of the SEBI LODR
V Managing Directors Certificate on compliance with the Code of Conduct
VI Business Responsibility and Sustainability Report
VII Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
Annexure Particulars
VIII Annual Report on Corporate Social Responsibility
IX Secretarial Audit Report

Company Policies

The following policies framed as per the requirements and criteria prescribed under the Act and the SEBI LODR are available on the Companys website www.vesuviusindia.in and the weblinks thereof have been provided elsewhere in this Annual Report:

a) Remuneration Policy

b) Corporate Social Responsibility Policy

c) Terms and conditions of Appointment of Independent Director

d) Related Party Transactions Policy

e) Speak Up and Incident Reporting (Whistle Blowing) Policy

f) Dividend Distribution Policy

g) Policy on Preservation of Documents

h) Anti-Bribery and Corruption Policy

i) Risk Management Policy

j) Insider Trading Code

k) Insider Trading Code for Fair Disclosure

l) Code of Conduct

m) Policy for Determination of Materiality of Events

n) Business Responsibility and Sustainability Reporting Policy

Human Resources Management & Health,

Safety and Environment

At Vesuvius, we believe that human capital is a key driver of the Companys success and growth. Striving to be one of the best organizations in providing an optimal work-life balance, the Company offers various training and awareness programs to enhance professional skills, promote safety awareness, and recognize employees contributions to the business. All employees receive the necessary training to adhere to the Companys CORE Values and Policies, including training on the Insider Trading Code, Anti-Bribery and Anti-Corruption Policy, and Prevention of Sexual Harassment Policy.

Appreciation

Your Companys organizational culture upholds professionalism, integrity and continuous improvement across all functions as well as efficient utilization of the Companys resources for sustainable growth.

The Board of Directors of your Company record their sincere appreciation of the dedication and commitment of all employees, in continuing their achievements and excellence in all areas of the business. The Board of Directors thanks the shareholders, customers, suppliers and bankers and other stakeholders for their continuous support to the Company.

For and on behalf of the Board of Directors Vesuvius India Limited

Biswadip Gupta Place: Kolkata Chairman
Date: February 26, 2026 (DIN: 00048258)

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