Vesuvius India Ltd

Dear Shareholders,

The Board of Directors have the pleasure of presenting the Thirty-fourth Annual Report together with the Audited Financial Statements of the Company for the financial year ended on December 31, 2024.

The Company's financial performance for the aforesaid financial year is summarised below:

(Amount in Rs Lakhs)

The revenue from operations of the Company in the current financial year has increased fromRs 1,60,313 Lakhs to Rs 1,86,857 Lakhs, registering the growth of approx. 16% compared to previous financial year, and the profit before tax has increased from Rs 28,540 Lakhs toRs 34,884 Lakhs, registering the growth of approx. 22% compared to the previous financial year.

Dividend

The Board of Directors of the Company (the "Board") has recommended a dividend of Rs 14.50 per equity share of Rs 10/- each fully paid-up of the Company (last year Rs 12.75 per equity share of Rs 10/- each). The dividend will entail a cash outflow of Rs 2,943 Lakhs (last year Rs 2,588 Lakhs). The dividend recommended by the Board is in accordance with the Dividend Distribution Policy of the Company, which 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, 2025, subject to deduction of income tax at source, as applicable.

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 Hon'ble 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.

Share Capital of the Company

The Board of Directors of the Company at its meeting held on February 26, 2025 has approved the proposal of the split/ sub-division of existing Equity Shares of the Company from 1 (one) Equity Share having Face Value of Rs 10/- (Rupees Ten) each, fully paid-up, into 10 (Ten) Equity Shares having Face Value of Rs 1/- (Rupee One) each, fully paid-up, subject to the approval of the shareholders of the Company at the ensuing Annual General Meeting. If approved by the Shareholders, there will be no change in the Authorised, Subscribed and Paid-up Equity Share Capital of the Company post split/subdivision of Equity Shares of the Company.

Management Discussion and Analysis Report

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

Internal Control of the Company

The Company has established a robust 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 Auditors of the Vesuvius Group conduct internal audits on a pan-India basis. The Company's 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 Company's website at www.vesuviusindia.in, with direct weblinks also provided later in this 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. These controls were reviewed during the year, and no reportable material weaknesses were observed.

Furthermore, statutory auditors have conducted comprehensive verifications of systems and processes, confirming the adequacy and operational effectiveness 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. is headquartered 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 www.vesuvius.com.

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

Personnel

The Company has an optimum combination of executive, Non-Executive and Independent Directors, including an Independent Woman Director. As on December 31, 2024, the Board is comprised of 9 (nine) directors, with 8 (eight) Non-Executive Directors of which 3 (three) are Independent Directors including the Chairperson and the Woman Director.

Mr. Sudipto Sarkar, Independent Director of the Company, ceased to hold this position upon the completion of his second term on April 28, 2024. The Company has been greatly benefited through the guidance and support provided by Mr. Sarkar during his tenure. Considering his vast and diverse experience, and based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board reappointed Mr. Sudipto Sarkar as an Additional Director, designated as Non-Executive Non-Independent Director, effective from April 29, 2024.

Based on the recommendation of NRC, the Board appointed Mr. Sunil Kumar Chaturvedi as an Additional Director, designated as an Independent Director of the Company, with effect from April 29, 2024, for a term of five consecutive years. In the Board's opinion, Mr. Chaturvedi possesses the requisite expertise, integrity, experience, and proficiency.

The appointment of Mr. Sunil Kumar Chaturvedi and Mr. Sudipto Sarkar have been approved by shareholders of the Company by special resolutions passed on June 7, 2024, conducted through Postal Ballot.

The Board, based on the recommendation of NRC, appointed Mr. Mohinder Pradip Singh Rajput, as an Additional Director designated as the Managing Director of the Company effective from July 1, 2024, for a term of five years, in place of Mr. Nitin Jain, who had step down from the position of Managing Director of the Company effective from June 30, 2024. Mr. Jain took a global role with the Vesuvius Group, based in United Kingdom and continues to serve on the Board of the Company as a Non-Executive Non-Independent Director. The appointment of Mr. Mohinder Pradip Singh Rajput has been approved by the shareholders of the Company on August 2, 2024, by an ordinary resolution passed through Postal Ballot.

Pursuant to the provisions of Section 152(6) of the Act, the shareholders of the Company at 33rd Annual General Meeting held on April 18, 2024, have re-appointed Mr. Pascal Genest, as a director liable to retire by rotation.

Pursuant to Regulation 17(1D) of the SEBI LODR, the shareholders of the Company, at the 33rd Annual General Meeting, approved continuation of Mr. Patrick Andre (DIN : 07619754) as a Director (not liable to retire by rotation), under the category of non-executive and non-independent director for a period of five

In terms of the provisions of Section 152(6) of the Act, Mr. Henry James Knowles and Mr. Nitin Jain, retire from the Board by rotation at the 34th Annual General Meeting (AGM) and being eligible, offer themselves for re-appointment.

The information regarding re-appointment of Mr. Knowles and Mr. Jain as required under Regulation 36 of the SEBI LODR have been given in the Notice convening the AGM.

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.

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").

The Company has following whole time key managerial personnel as on December 31, 2024:

a) Mr. Mohinder Pradip Singh Rajput, Managing Director b) Mr. Rohit Baheti, 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, namely, Mr. Biswadip Gupta, Miss Nayantara Palchoudhuri and Mr. Sunil Kumar Chaturvedi was held on October 28, 2024. 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 and Regulation 17 of the SEBI LODR and in accordance with the manner of evaluation specified by the Nomination and Remuneration Committee, the Board carried out annual performance evaluation of the

Board, its Committees and Individual Directors and the same is also mentioned in the Corporate Governance Report.

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 years effective from April 1, 2024. 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 compliance with the conditions of Corporate Governance and Non-Disqualification of Directors of the Company are attached and marked as Annexure II and III.

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, 2024, which forms part of this Annual Report, marked as Annexure IV.

Compliance with the Code of Conduct

All Directors, Key Managerial Personnel and senior management 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, 2024, which forms part of this Report, marked as Annexure V.

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

Board Meeting

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) various committees, namely 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 the Committee(s) 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, 2024, 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 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.

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 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 Report.

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

In accordance with the provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended), the Board of Directors of your Company has established a Corporate Social Responsibility ("CSR") Committee. Details of the Committee's composition and meetings held during the year are included in both the Corporate Governance Report and the Annual Report on CSR. The Corporate Social Responsibility Policy is available on the Company's website at www.vesuviusindia.in, and the weblink has been provided elsewhere in this Annual Report.

As part of its CSR activities, the Company has initiated several programs in its catchment areas and subsidiary regions, directly impacting "Women in STEM Education." To promote education and reduce school dropouts among girls, the Company has constructed bio-toilets in 25 schools, provided drinking water facilities, offered hygiene and menstrual health training, built digital classrooms, and provided supplementary education through Vesuvius Activity Centres. The initiatives, such as scholarships and Vesuvius Women's Clubs, aim to support and nurture women pursuing higher education in STEM fields.

The Ministry of Education and Health recommends one toilet for every 20 girls and one toilet for every 25 boys in schools. A lack of clean drinking water and hygiene awareness was observed during periodic visits to schools around Taratala

(near the Kolkata plant) and in schools across various customer locations. These intervention areas include Angul, Jajpur, Bokaro, and 11 other sites. Many children, especially girls, lacked basic knowledge of hygiene practices, including menstrual hygiene management. Sensitising them on these topics to foster behavioral change is crucial for ensuring better health, education, and attendance. High dropout rates among girls were due to a lack of basic facilities. The Company addressed this by creating an enabling environment to increase girls' attendance and enrollment in schools through the construction of bio-toilets, provision of drinking water facilities, and training on menstruation, hygiene management, and digital learning. As a result, not only did the dropout rates decreased, but the health indicators for children improved, with the benefits extending beyond the classroom. In 2024, bio-toilets and drinking water facilities were scaled up in 13 schools, hygiene training was conducted in 19 schools, and menstrual hygiene management (MHM) training was provided in 19 schools. The Company plans to expand this program to more schools in the coming years. Through the WASH program, we reached over 10,000 students and 10,000 mothers, training them on hygiene and menstrual hygiene management, thereby reducing absenteeism by 48%.

To promote STEM education among women from marginalised sections, the Company has taken a leadership role by providing initial scholarships to female students at National Institutes of Technology (NITs) in India from economically disadvantaged backgrounds, specifically those studying Chemical, Metallurgy, and Mechanical Engineering. These students will also have the opportunity to participate in internships, offering them professional learning and exposure. The project also supports e-learning platforms to enhance knowledge and skills, preparing students to be "future-ready." Industry expert talks and immersion programs are encouraged, motivating women in higher education to join the refractory industry through Vesuvius Women's Clubs.

The Company is committed to positively contributing to education by supporting opportunities for children and youth, particularly from economically disadvantaged backgrounds, and for women in scientific and technical fields of education. The Company continues to promote STEM (Science, Technology, Engineering, and Mathematics) education, especially for female students, empowering them to pursue technical careers. The introduction of digital learning through the app-based multimedia platform GENEO, which was initiated in previous years at Vesuvius Activity Centres, has received strong engagement, now reaching over 600 girls.

The V Green Project introduced in 2024 reflects our commitment to environment and we have created green corridors along new green field project area in Parwada,

Visakhapatnam and continues to maintain around Kolkata

Plant. Our commitment to plant 50 trees in each school we intervene in, creates a sense of awareness of environmental sustainability within the community and children.

The Company's focus is to address the most vulnerable sections of society and to stand for women and children welfare. The funds have been carefully spent on CSR projects so that they result in the ultimate objectives meted out in the Company's CSR Policy. The Company has spent Rs 379 Lakhs(Rs 227 Lakhs in 2023) on CSR activities during the financial year ended on December 31, 2024. The Report on Corporate Social Responsibility Activities is attached as Annexure VIII and forms part of this Annual Report.

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 Company's website www.vesuviusindia.in and the weblink thereof has been provided elsewhere in this Annual Report.

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 Auditor's Report on the Financial Statements of the Company for the financial year ended on December 31, 2024, 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 Audit

Pursuant to Section 204 of the Act and Regulation 24A of the SEBI LODR, the Secretarial Audit was conducted by M/s Anjan Kumar Roy & Co. Company Secretaries (Firm Unique Code: S2002WB051400) for the year under review. 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 self-explanatory and do not call for any further comments by the Board.

Pursuant to Regulation 24A of the SEBI LODR and the Audit Committee , the Board recommends appointment of M/s Anjan Kumar Roy & Co, as the Secretarial Auditor of the Company for a period of 5 (five) consecutive years, with from January 1, 2025. An appropriate resolution seeking approval of the shareholders of the Company has been included in the Notice convening the AGM.

Cost Audit

The Cost Audit Report of the Company, as required under Section 148 of the Act, for the financial year ended December 31, 2023, 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, 2024, will be conducted within the stipulated time.

The Board of the Company has reappointed M/s J K & Co. (formerly Jithendra Kumar & Co.), Cost Accountants (Firm Registration No. 004010), as the Cost Auditors of the Company for the financial year ending December 31, 2025. The meets the eligibility criteria for appointment. The remuneration payable to the Cost Auditors requires ratification by the shareholders of the Company. Accordingly, an appropriate resolution for ratification of the remuneration of the Cost Auditors has been proposed in the Notice convening the AGM.

In accordance with the provisions of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost records.

Public Deposits

The Company has not accepted any deposits 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 on an arm's 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 current financial year are disclosed under Note No. 42 of the Audited Financial Statement 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 were no material changes and commitments or significant events affecting the financial position of the Company occurred between December 31, 2024 and the date of this Report.

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, 2024 is available on the website of the Company www.vesuviusindia.in and the weblink thereof has been provided elsewhere in this Annual Report.

Prevention of Sexual Harassment

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) 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 Company has not received any complaint under the POSH Act.

Annexures forming a part of this Report

The following Annexures as referred to in this Report form part of the Board's 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 Company's 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

Safety and Environment

At Vesuvius, we believe that human capital is a key driver of the Company's success and growth. Striving to be one of the best organisations in providing an optimal work-life balance, Vesuvius offers various training and awareness programs to enhance professional skills, promote safety awareness, and recognise employees' contributions to the business. All employees receive the necessary training to adhere to the

Company's CORE Values and Policies, including training on the Insider Trading Code, Anti-Bribery and Anti-Corruption Policy, and Prevention of Sexual Harassment Policy.

Appreciation

The Board 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 thanks the shareholders, customers, suppliers and bankers and other stakeholders for their continuous support to the Company.