Vesuvius India Ltd

for the year ended on December 31, 2023

The Board of Directors have the pleasure of presenting the Thirty-third Annual Report together with the Audited Financial Statements of the Company for the financial year ended on December 31, 2023.

(Amount in Rs. Lakhs)

The Board of Directors has recommended a dividend of Rs. 12.75 per equity share of Rs. 10/- each fully paid-up of the Company (last year Rs. 8.25 per equity share of Rs. 10/- each). The dividend will entail a cash outflow of Rs. 2,588 Lakhs (last year Rs. 1,674 Lakhs). The dividend is subject to approval of members 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 within May 10, 2024, subject to deduction of income tax at source, as applicable. The dividend recommended 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 Report.

The Company follows January 01 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 07, 2016, passed by then Hon'ble Company Law Board, Kolkata Bench, the Company has been allowed to retain and follow January 01 to December 31 as its financial year.

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

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.

The Company has in place an established internal control system designed to ensure proper recording of financial and operational information and compliance with various internal controls and other regulatory and statutory requirements. These internal controls have been strengthened with the introduction of more electronic controls, compliances and vigilance methods. The Board of Directors of the Company, in consultation with the Internal Auditors, reviews the effectiveness of internal controls and compliance controls, financial and operational risks, risk assessment and management systems and related party transactions and compliances thereof with the applicable laws, rules and regulations. The Internal Auditors of the Vesuvius Group conduct internal audit on a pan-India basis. The Company's Policies, the Code of Conduct and CORE Values and Behaviours are applicable to Directors and all employees of the Company and the same have been complied with during the year. These Policies are available on the Company's website www.vesuviusindia.in and weblinks thereof are also mentioned later in this Report.

Internal Financial Controls: The Company has in place adequate internal financial controls with reference to the Financial Statements. During the year, such controls were reviewed and no reportable material weakness was observed.

The Company neither has any subsidiary nor any associate company nor any joint venture. Therefore, the disclosures in this regard are not applicable to the Company. Certification

Vesuvius plc., the ultimate holding company, is listed on the London Stock Exchange and is a global leader in molten metal flow engineering and technology, serving process industries operating in challenging high-temperature conditions. The Vesuvius Group is a global corporate giant in the field of design, engineering, manufacture and delivery of refractory, systems and services for high-technology industrial applications (especially steel). The Group develops and manufactures high-technology products and solutions predominantly for supply to the steel and foundry casting industries, operating a profitable, flexible, cash-generative and growth-building business model with continuing innovation and customised solutions, often used in extremely demanding industrial environments, which enable its customers to make their manufacturing processes safer, more efficient and more sustainable. These include flow control solutions, advanced refractories and other consumable products and increasingly, related technical services including data capture.

The Group has a worldwide presence, serving its customers through a network of cost-efficient manufacturing plants Vesuvius embeds its industry experts within customers' operations and supports customers through its global technology centres.

The Vesuvius Group has been extremely supportive of

Indian operations and continues to provide constant support in terms of technology, research and development, systems, manufacturing, Human resources, etc.

The Company has defined five key execution which encapsulate the Group's immediate aims, including its strategic focus on sustainability:

• Reinforcing technology leadership

• Developing the technical service offering and increasing penetration of value-creating solutions

• Capturing and sustaining growth in developing markets

• Improving cost leadership and margins

• Driving sustainability within Vesuvius and for its customers The Group has a view that the Indian steel industry is extremely sophisticated and has a strong ambition to keep producing high-quality steel. Group further believes that the right strategy to grow in India is technological differentiation. Accordingly, investing in the greenfield plant in India to build state-of-the-art manufacturing capabilities to produce the most elaborate and high-end products for the Indian customers is a winning strategy. A high-quality professional team in India is well-placed and ready to complement this strategy.

The Company's factories at Kolkata and Visakhapatnam have been certified ISO 9001, ISO 14001 and ISO 45001 for Quality, Safety & Environment Management Standards. The Company's customer operations at Tata Steel - Jamshedpur, Tata Steel - Kalinganagar, JSW - Dolvi and JSW - Vijayanagar, are also ISO 45001 certified for Safety Management Standard.

The Company has an optimum combination of executive, non-executive and independent directors, including an independent woman director. As on December 31, 2023, the Board is comprised of 7 (seven) directors, with 6 (six) non-executive directors of which 3 (three) are Independent Directors including the Chairman and the woman director. There has been no change in the composition of the Board of Directors of the Company during the year under review. Pursuant to the provisions of Section 152(6) of the Act, the shareholders of the Company had re-appointed Mr. Nitin Jain (DIN: 07934566), who was liable to retire by rotation, at 32nd Annual General Meeting held on May 03, 2023. Mr. Pascal Genest (DIN: 09473571) retires from the Board by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors recommends the re-appointment of Mr. Pascal Genest as a Director liable to retire by rotation. Mr. Patrick Andre (DIN : 07619754) was appointed as

Director (not liable to retire by rotation), under the category of non-executive and non-independent director, by the shareholders at the Annual General Meeting of the Company held on April 10, 2018. Pursuant to Regulation 17(1D) of the SEBI LODR, continuation of Mr. Andre as Director of the Company would require approval of the shareholders at the first General Meeting to be held after March 31, 2024. The Board recommends Mr. Andre's continuation as Director, not liable to retire by rotation for approval of the shareholders at the ensuing Annual General Meeting of the Company. The information regarding re-appointment of Mr. Pascal Genest as required under Regulation 36 of the SEBI LODR has been given in the Notice convening the ensuing Annual

General Meeting. The relevant details for Mr. Patrick Andre have also been given for information of the shareholders. 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").

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, Mr. Sudipto Sarkar and Miss Nayantara Palchoudhuri, was held on December 6, 2023. The Independent Directors carried out annual performance evaluation of the Chairman, 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.

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 of Directors confirms that the Independent Directors also meet the criteria of expertise, experience and integrity in terms of Rule 8 of the Companies (Accounts) Rules, 2014.

The Company has following whole time Key Managerial Personnel as on December 31, 2023: a) Mr. Nitin Jain, Managing Director b) Mr. Rohit Baheti, Chief Financial Officer c) Mr. Saheb Ali, Company Secretary During the financial year under review, Mr. Rohit Baheti was appointed as the Chief Financial Officer of the Company, as per the provisions of Section 203 of the Act, with effect from February 27, 2023 to fill the vacancy occasioned by the resignation of Mr. Sivasis Sen on January 25, 2023. On June 10, 2023, Mr. Saheb Ali was appointed as the Company Secretary of the Company, as per the provisions of Section 203 of the Act, in place of Mr. Vikram Singh who had resigned with effect from June 09, 2023.

The Company is committed to maintain the highest standards of governance and has also implemented several best governance practices. Pursuant to Regulation 34(3) read together with Schedule V of the SEBI LODR, the Company has prepared Corporate Governance Report which forms part of this Report, marked as Annexure I. As per Para C and E of Schedule V of the SEBI LODR, the Company has obtained two certificates from Mr. Anjan Kumar Roy of M/s Anjan Kumar Roy & Co., Company Secretaries (a) Certificate on Non-Disqualification of Directors; and (b) Certificate on the compliance of the conditions of the Corporate Governance. These certificates form part of this Report, marked as Annexure II and III.

The Company has in place an Insider Trading Code for compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Company Secretary is the Compliance Officer and is responsible for compliance with policies and procedures, maintenance of records and monitoring adherence to the

Regulations. Regular trainings are conducted for designated persons and other employees of the Company to sensitise them about the compliance requirements of the Regulations. 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 year ended on December 31, 2023, which forms part of this Report, marked as Annexure IV.

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, 2023, 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 Report.

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

Pursuant to various requirements under the Act and the SEBI LODR, the Board of Directors has constituted/reconstituted (whenever necessitated) 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 thereat and other details pertaining to these committees are mentioned in the Corporate Governance Report. All recommendations made by the Audit Committee during the year were accepted by the Board of Directors of the Company.

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, 2023, 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.

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.

Pursuant to the SEBI LODR, the Business Responsibility & Sustainability Report (BRSR) describing the initiatives taken by the Company from an environmental, social and governance perspective forms part of this Report, marked as Annexure VI.

The prescribed 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 Report, marked as Annexure VII.

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.

In terms of the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended), the Board of Directors of your Company has a Corporate Social Responsibility ("CSR") Committee. The details of the composition of the Committee and meetings held during the year are mentioned in the Corporate Governance Report as well as in the Annual Report on CSR. The Corporate

Social Responsibility Policy is available on the Company's website www.vesuviusindia.in and the weblink thereof has been provided elsewhere in this Report.

The Company is committed to positively contributing to educationbysupportingeducationalopportunitiesforchildren and youth, especially from an economically disadvantaged background, and for women in scientific/technical fields of education. The Company continued to spread awareness of STEM (Science, Technology, Engineering and Mathematics) to students, especially females to empower them to move toward technical education. Introduction of digital learning through App based multimedia platform - Geneo which was introduced in earlier year, continued to give a huge response to initiate the efforts towards STEM education. The Company helped adolescent girls through back-to- school initiative of the Company, to re-enrol in schools. The Company aims at achieving sustainable development goals by providing quality education and access to safe places for children, good sanitation and clean drinking water. WASH (Water, Sanitation and Hygiene) in schools is being addressed through infrastructure and awareness programs. Significant increases in attendance have been achieved because of the Company's intervention in 11 schools in 2023. Employees at customer sites have come together in supporting STEM locally where the Company received good feedback. Another new project to enhance women in technical education has been started as Vesuvius Women Club(s) in engineering colleges to foster and nurture females in technical backgrounds to be future ready to enter in the workforce. This Club is a body by the students, for the students to get more exposure through different learning platforms and through cross functional learning. Activities like supporting healthcare, hunger/poverty eradication, welfare, etc. are also covered under CSR Policy. The Company believes that these CSR initiatives should be sustainable and with the long-term purpose of improving the quality of living for the less privileged and increasing social assets. 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. An internal CSR steering Committee has been formed to understand the need in and around Company's plants to implement such projects which are more impactful in nature. Meetings have been held with agencies in locations where the Company's factories are located and with those having a pan-India presence to provide support to CSR projects with periodic monitoring and evaluation. The Company has spent Rs. 227 Lakhs (Rs. 194 Lakhs in 2022) on CSR activities during the financial year ended on December 31, 2023. The Report on Corporate Social Responsibility is attached as Annexure VIII and forms part of this Report.

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 Report.

The Company has a balance of unclaimed dividend (relating to the financial year ended on December 31, 2016) amounting to Rs. 9 Lakhs as on December 31, 2023, which have remained unclaimed by the shareholders. The due date for transfer of the said unclaimed dividend into IEPF Account is June 8, 2024. Further, the shares in respect of which dividends have not been claimed for seven consecutive years, are also due for transfer into Demat Account of the

IEPF Authority on the same date.

The Company has sent individual reminders to the concerned shareholders on January 29, 2024, as well as an advertisement has also been published in the newspapers on February 08, 2024, requesting the concerned shareholders to encash their unclaimed dividends on or before

May 20,2024. A list of shareholders whose dividend remain unclaimed till the date of the Annual General Meeting held on May 03, 2023, have been uploaded on the website of the Company www.vesuviusindia.in under "Investors" tab under "Shareholder Information". The shareholders are requested to check their unclaimed dividend from the list and contact the Company or its RTA to encash their unclaimed dividends.

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 06, 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 qualified to continue to act as Auditors of the Company.

The Auditors have submitted their Independent Report on the Financial Statements of the Company for the financial year ended on December 31, 2023, which 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 financial statements referred in the Auditors' Report are self-explanatory and do not call for any further comments.

The Secretarial Audit, as required under Section 204 of the Act and Regulation 24A of the SEBI LODR, for the year under review, was conducted by M/s Anjan Kumar Roy & Co. Company Secretaries. The Secretarial Audit Report is attached and marked as Annexure IX and the same forms a part of this Report. There are no observations or adverse remarks made by the Secretarial

Auditor in their Report. The contents of the Secretarial Audit Report are self-explanatory and do not call for any further comments by the Board.

The Audit of the cost records of the Company, as required under Section 148 of the Act for the year ended on December 31, 2022 was conducted by M/s Jithendra Kumar & Co., Cost Accountants, and the Cost Audit Report for the said financial year had been filed with the Regulator. They have been also appointed to carry out audit of cost records of the Company for the year ended on December 31, 2023, which would be conducted within the stipulated time.

The Board of Director has reappointed M/s Jithendra Kumar & Co., Cost Accountants, as the Cost Auditors of the Company for the financial 31, 2024. The remuneration payable to the Cost Auditors is required to be ratified 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 ensuing Annual General Meeting. The Company is maintaining the cost accounts and records, as required to be maintained under Section 148 of the Act and rules framed thereunder.

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.

It is the Company's policy not to give loans, directly or indirectly, to any person (other than to employees under contractual obligations) or other bodies corporate or give any guarantee or provide 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.

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 or 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. 40 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.

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 yearendingonDecember the Company www.vesuviusindia.in and the weblink thereof has been provided elsewhere in this Report.

There were no material changes and commitments or significant events affecting the financial position of the Company occurred between December 31, 2023 and the date of this Report.

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.

The Annual Return for the year ended on December 31, 2022, filed with the Ministry of Corporate Affairs, is available on the website of the Company www.vesuviusindia.in and the weblink thereof has been provided elsewhere in this Report. Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act, the draft Annual Return of the Company for the Financial Year ended on December 31, 2023, is uploaded on the website of the Company www.vesuviusindia.in and the weblink thereof has been provided elsewhere in this Report. The final Annual Return shall be uploaded in the same weblink after the said Return is filed with the Registrar of Companies, Kolkata.

In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company had constituted an Internal Committee with three employees and a reputed external representative and Miss Nayantara Palchoudhuri, Independent Women

Director of the Company, as an Advisor (just to keep parity - refer page xx of CGR) to the Committee. The Prevention of Sexual Harassment Policy is available on the Company's website www.vesuviusindia.in and the weblink thereof has been provided elsewhere in this Report. All employees, especially women employees, were made aware of the Policy and the manner in which complaints could be lodged. The following is reported pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and regulation 34(3) read with Clause 10(l) of Para C of Schedule V of the SEBI LODR for the year ended on December 31, 2023:

In continuation of the cyber security incident reported by the Company on February 06, 2023, we report that the Company has assessed the said incident assisted by leading cyber security experts. Based on the findings of the cyber security experts, it was concluded that all the systems of the Company, across various functions, are working normally, with no assessed impact on the financial performance of the Company. On review of the data affected by the incident, it is confirmed that no material breaches or loss of relevant data or documents have been identified.

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

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 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

Vesuvius believes that the personal growth and job satisfaction of employees is key to the success and growth of the business. Various training and awareness programmes are conducted to enhance professional skills and development needs and keep employees aware of the CORE Values and Behaviours and policies of the Company. Open communications supported by regular updates across businesses and operations encourage information dissemination and exchange of best practices. The I-ENGAGE programme of the Vesuvius Group brings forth opportunities for improvement in human relations and operations. The Company strictly adheres to the prescribed norms and practices regarding health, safety, and the environment.

All employees have been made aware of the Insider Trading Code and undergone training on commercial and operational matters and also on the Anti-Bribery and Anti-Corruption Policy of the Company and Prevention of Sexual Harassment Policy.

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.