The Board of Directors ("Board") of your Company are pleased
to present herewith the Fortieth (40th) Annual Report of
Morganite Crucible (India) Limited and the Audited Financial
Statements for the financial year ended March 31, 2025.

FINANCIAL PERFORMANCE:

Your Company's financial performance for the financial year
ended March 31, 2025 is summarized as below:

The revenue from Operations of the Company for the financial
year 2024-25 was '17,419 lakhs, as against '16,794 lakhs in
the previous year. The gross profit before tax and depreciation
was '4,842 lakhs as against '4,459 lakhs in the previous year.
The operating expenses increased to '13374 lakhs as against
'12,945 lakhs the previous year.

Further, no other material changes or commitments have
occurred between the end of the financial year and the date of
this Report which affect the financial statements of the Company
in respect of the reporting year.

DIVIDEND:

The Board of Directors in their meeting held on November
13, 2024, had paid an interim dividend of '30/- per share to
the equity shareholders of the Company as on record date of
November 26, 2024. In view of performance recorded by the
Company as of March 31, 2025, your Directors are pleased to
recommend a final dividend of '19/- per share to the equity
shareholders of the Company as on record date of August 14,
2025.

The dividend recommended is in accordance with the Company's
Dividend Distribution Policy. The Dividend Distribution Policy of
the Company is available on the Company's website and can
be accessed at https://www.morganmms.com/en-gb/investors/

ECONOMIC SCENARIO AND BUSINESS OUTLOOK:

In the coming years, we expect the robust growth in your
company's end markets within India to continue at their
recent pace. Relevant details about the Indian foundry industry
which represents the largest end market segment for your
company is provided in the next section. We expect continued
strength in precious metals prices and continued investments
in infrastructure spending to continue to drive growth in our
Indian business in the coming years.

Our export markets present a softer outlook, with geopolitical
conflicts and continued uncertainty around trade isolationism
and tariffs continuing to depress market demand for our
products in the immediate years. The precious metals refining
segment continues to have a much better outlook with respect
to end-market demand.

The lithium ion battery supply markets are also currently seeing
muted growth as EV subsidies are rolled back in western
countries. However, we expect this market to continue to grow
in the near term, even if at lower rates than in the recent past.

INDIAN FOUNDRY INDUSTRY INSIGHT:

The Indian foundry industry is a significant contributor to the
country's manufacturing sector. It supports various industries
including automotive, aerospace, and construction. It is one of
the largest foundry sectors globally, producing a wide range
of castings in materials like iron, steel, and non-ferrous alloys.

The industry is characterized by a fragmented market structure
with diverse players, including large conglomerates, specialized
companies, and small to medium-sized enterprises. Indian

foundries produce over 10 million tons of castings annually,
representing about 10% of global production.

The sector generates considerable direct and indirect
employment opportunities. However, it encounters challenges
including a shortage of skilled workforce, power supply
problems, and environmental concerns.

The sector is expected to grow at a CAGR of 10% during the
next five-year period (2024-2029). This growth is fuelled by
infrastructure development, the automotive industry, and the
"Make in India" initiative.

Your Company is dedicated to delivering exceptional value
through our products and technical services to maintain
'Morgan' as the preferred supplier in the non-ferrous metals
industry. We will continue focusing on providing value-added
services for the next generation of products and processes.

NEW PROJECT/EXPANSION
Strategic Projects - 2024 Highlights

In line with our long-term vision for technological advancement
and sustainability, two major projects were envisioned and
progressed during 2024. These projects not only represent
engineering excellence but also reflect our commitment to
environmental responsibility and market diversification.

1. New Vacuum Impregnation (VI) System

A state-of-the-art Vacuum Impregnation System (Size:
2200 mm x 5000 mm), capable of impregnating crucibles up
to size BG1 525, was successfully installed and commissioned in
2024. Since its commissioning, the system has been consistently
delivering results for traditional impregnation applications.

Key features and benefits include:

• Future-Ready Design: Engineered for compatibility with
new-generation impregnation solutions that have the
potential to eliminate one firing cycle and enable room-
temperature impregnation.

• Sustainability Impact: These improvements can lead
to significant COB emission reductions, aligning with
our environmental sustainability and carbon footprint
reduction goals.

• Operational Excellence: The system offers enhanced
ergonomics, improved productivity, and higher efficiency,
supporting both workforce well-being and process
optimization.

2. Project Compass - LiB Saggar Pilot Line

Project Compass focuses on establishing a pilot manufacturing

line for lithium-ion battery (LiB) saggars — critical ceramic
containers used in LiB material processing. Initially planned
with a minimum annual capacity of 2500 units. The plant will
be capable to produce up to 10,000 saggars annually by the
end of 2025.

Highlights of this advanced State of art semi-automated facility
include:

• Streamlined Pilot Lot Production: Enables rapid production
of saggar lots for customer qualification and approval.

• Consistent Quality: Developed to establish robust process
capabilities that ensure product consistency and high
performance.

• Customer Engagement Platform: Serves as a technology
showcase, demonstrating our capabilities to current and
potential customers.

• Innovation Test Bed: Acts as a platform for experimenting
with and validating next-generation material formulations.

These two milestone projects underscore our continued focus
on innovation, sustainability, and customer-centric growth. We
remain committed to leveraging these advancements to deliver
superior value and future-ready solutions across all business
lines.

ENVIRONMENT, HEALTH AND SAFETY (EHS):

At Morgan Advanced Materials, we strive for sustainability by
ensuring our products and processes benefit society and the
environment. We aim for 'zero harm' to our employees by
fostering a caring safety culture and developing a world-class
safety system.

There were no lost time accidents reported on the site during
the year but unfortunately there were 4 first-aid injuries. There
were 8 significant near misses reported and for these, as well
as for the first-aid injuries, a full investigation was carried out,
lessons learned and corrective actions taken. Observations of
unsafe actions and unsafe conditions (known as "Don't Walk
By" or DWB) are reported on the recently introduced EHS
software and investigated and 98% corrected. We are regularly
monitoring air, water and soil quality in the factory premises
and corrective measures are being taken for any readings
that are over the limit. We are also regularly focused on our
6S drive in the factory to create a safer and more productive
workplace for our colleagues. There are regular physical site
tours performed by the local team and by visiting Leadership
Team members. Regular virtual site tours are also conducted.

To be a sustainable company every site within Morgan
Advanced Materials aspires to achieve carbon neutrality by

2050, alongside a targeted 30% reduction in water usage
across high-stress areas by 2030. At the MCIL site, significant
strides have already been made through various initiatives
aimed at emission reduction. In 2024, these efforts resulted
in an impressive 7% decrease compared to 2023. Our efforts
ensures that we contribute to a circular economy where
materials are perpetually cycled back into use. These efforts
demonstrate our unwavering commitment to sustainability and
innovation, ensuring that we not only meet but exceed industry
standards and expectations. Key accomplishments include

• Optimum utilisation of green energy: 1 MW capacity
rooftop solar plant was installed at the facility in three
phases. It contributed 38% of the total electricity
consumed at the site during FY 2024.

• Optimum utilisation of Rainwater: The facility having
a rainwater storage capacity of 500 m³ for catchment
of surface water, It contributed 29% of the total water
consumed at the site during FY 2024.

• Facility maintain Zero Liquid Discharge for industrial
effluent (ZLD)

• Facility effectively utilised recycled sewage treated water
for gardening

'thinkSAFE'

At Morgan Advanced Materials, 'thinkSAFE' is a mindset. This
means we approach every moment of every working day with
safety in mind. We do this by being curious, not complacent,
by looking out for each other and by speaking up about safety
issues. We consider safety in everything that we do because we
care. Our goal remains zero harm.

During the year, we conducted 'thinkSAFE' refresher training
programme for all shop floor workers, staff employees and
agency employees. Additionally each Quarter there is a
specific safety topic which is communicated throughout the
organisation.

Operational, Health and Safety Improvements:

- Separate dedicated charging station for battery operated
forklifts

- Installed mezzanine floor for better material flow and
vertical space utilization.

- A new store building was constructed with a material
storage system for centralized materials handling and
easy accessibility.

- The new spray glazing system and VI system is operational
to reduce ergonomic concerns.

- QBE group insurance audit & ERM CVS EHSS audit
conducted successfully

Employee well-being:

- Additional 2 no's Air Handling units (AHU) installed at the
production area to get relief from heat stress.

- An annual medical check-up completed for all employees
and health awareness sessions arranged for them.

- Various training organized on EHS and well-being.

- Providing energy drinks to employees who are working in
hot areas.

- An awareness session organized for all female employees
on women's health and Hygiene by experts.

- Celebration of National Safety Week & Morgan Safety
Week'24 to increased awareness among all employee
through conducted various activities/competition such as
Slogan writing, Poster making, Quiz contest for staff &
workmen.

PRODUCT QUALITY AND CERTIFICATIONS:

Morgan's purpose is to leverage advanced materials to optimize
the world's resources efficiently and elevate the quality of life.
This involves the engineering of high-performance materials
and specialized products that provide reliable solutions to
our customers' technical challenges. We are committed to
assisting our customers in achieving more through our superior
products and services. We continuously measure and strive to
enhance product quality, reliability, and durability. To boost
customer satisfaction, our technical services and product teams
maintain constant communication with customers, suppliers,
and employees, facilitating the continuous development and
refinement of new designs, products, applications, and the
enhancement of technical specifications and support services.

In support of this MCIL had its ISO9000 accreditation renewed
with only minor recommendations being made.

Morgan's expansive global presence allows the company to
cater to customer needs on a worldwide scale, leveraging
both local and global expertise. This capability is something
we are eager to showcase. Your Company is well-equipped
with a broad range of engineering capabilities, specialist
engineering teams, and comprehensive installation support to
ensure customers maximize the benefits of Morgan's products.
We consistently review and analyze manufacturing quality
parameters to enhance the overall quality of our products.
This purpose-driven approach guides our actions, supports
our efforts to operate harmoniously with our environment,
informs how we treat our people, and ensures we uphold our
responsibility of good corporate governance.

Your Company has made the following improvements during
the year -

1. A new VI system has been installed and operational to

accommodate bigger size products and improve the
capacity.

2. New SPM for E shape products are operational to improve
quality and productivity.

3. New CNC machine for Machined components is
operational to improve quality and serve new market
requirements.

4. The new Spray Glazing system for ISO pressed products
is operational to improve productivity and consistently
good, fired appearance.

5. New products developed for Brazil Market.

STATE OF AFFAIRS OF THE COMPANY

During the year under review there is no change in the nature
of the business of your Company.

CHANGES IN SHARE CAPITAL

The paid-up equity share capital of the Company stood at '280
lakhs as on March 31, 2025. During the year, the Company has
not issued any shares or convertible securities and does not
have any scheme for issue of sweat equity, ESPS or ESOP to the
employees or Directors of the Company.

TRANSFER TO RESERVES:

The Board of Directors does not propose to transfer any amount
to general reserves during the year under review.

RELATED PARTY TRANSACTIONS:

All related party transactions undertaken during the year were
conducted at arm's length and within the ordinary course
of business. In compliance with the provisions of Section
188 of the Companies Act, 2013, and Regulation 23 of the
Securities Exchange Board of India (SEBI) (Listing Obligations
and Disclosure Requirements), Regulations, 2015, the Audit
Committee granted omnibus approval for repetitive related
party transactions carried out with Morgan Group subsidiary
companies for the sale and purchase of goods and services for
a period of one year. The Audit Committee reviewed the details
of the related party transactions on a quarterly basis.

Further, there were no materially significant related party
transactions entered into by the Company with the Promoters,
Directors, Key Managerial Personnel or others, which may raise
a potential conflict of interest with the Company or requires
approval of the shareholders. The Company has not given
any loans and advances to any associate company or to firms/
companies in which the Directors have interest hence disclosure
as per Regulation 34(3) of Listing Regulations is not applicable.

During the fiscal year 2024-25, the Non-Executive Directors of
the Company had no pecuniary relationship or transactions
with the Company.

In accordance with Section 134 of the Companies Act, 2013
and Rule 8 of the Companies (Accounts) Rules, 2014, the
particulars of the contract or arrangement entered by the
Company with related parties referred to in Section 188(1) in
Form AOC-2 is attached as Annexure - I of this report.

As per Regulation 46 of SEBI Listing Regulations, the Policy
on Materiality of Related Party Transactions and dealing with
Related Party Transactions is available on Company's website at
http://www.morganmms.com/en-gb/investors/

MATERIAL CHANGES AND COMMITMENTS
AFFECTING FINANCIAL POSITION BETWEEN THE
END OF THE FINANCIAL YEAR AND DATE OF REPORT:

During the year under review, there have been no other material
changes or commitments made which affect the financial
position of the Company between the end of the financial year
and the date of the report.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:

During the year under review, the Company has not provided
any loans, given guarantees or made an investment covered
under Section 186 of the Companies Act, 2013.

BOARD OF DIRECTORS:

Mr. Mukund Bhogale's (DIN- 00072564) tenure as an
Independent Director, for two terms, completed on August
9,2024 after the end of business hours.

During the year, Mr. Chandrashekhar Chitale (DIN: 00981668)
was appointed as an Independent Director of the Company
effective from August 13, 2024 up to the date of next Annual
General Meeting (AGM) or last date on which such AGM is
required to be held and whose office shall not be liable to retire
by rotation. Mr. Bhupendra Kumar Kelam (DIN: 10739165)
was appointed as an additional Director and member of the
Company on the Board & Committee effective from August 13,
2024 up to the date of next Annual General Meeting (AGM) or
last date on which such AGM is required to be held and whose
office shall not be liable to retire by rotation.

Due to commitments to other assignments, Mr. Nitin
Sonawane (DIN: 09701207) and Mr. Bhupendra Kumar Kelam
(DIN: 10739165) have submitted their resignations from their
positions as 'Directors & Manager' of the Board and member
of the committees, effective from May 21, 2024, and February
23, 2025, respectively, at the close of business hours.

In accordance with provisions of Companies Act, 2013 and the
Article of Associations of the Company, Mr. Anniruddha Karve,
Non-Executive Director of the Company, retires by rotation at
the ensuing Annual General Meeting and being eligible, has
offered himself for re-appointment.

In the opinion of the Board, all our Independent Directors
possess requisite qualifications, experience, expertise and hold
high standards of integrity for the purpose of Rule 8(5)(iii)(a) of
the Companies (Accounts) Rules, 2014.

The Company has received declarations from all the
Independent Directors of the Company confirming that:

a) they meet the criteria of independence prescribed under
the Act and the Listing Regulations; and

b) they have registered their names in the Independent
Directors' Databank.

The policy on the familiarisation program for Independent
Directors including details of Nomination & Remuneration
Committee and their roles and responsibility are provided in
the Corporate Governance Report. The evaluation of Board
including Independent Directors was carried out based on
parameters of attendance in every Board and Committee
meeting, participation in discussions and independent
judgement.

The details of the familiarization program for Independent
Directors are posted on the website of the Company and can
be accessed at - http://www.morganmms.com/en-gb/investors/

KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of the Companies Act, 2013, the
following officials are 'Key Managerial Personnel' of the
Company during the financial year ending March 31, 2025 -

1. *Mr. Nitin Sonawane - Manager

2. **Mr. Bhupendra Kumar Kelam - Manager

3. Mr. Hanumant Mandale - Chief Financial Officer

4. Ms. Pooja Jindal - Company Secretary

Note: *Mr. Nitin Sonawane, Manager & Director, resigned on
30th April 2024. The Board accepted his resignation at the
meeting held on 21st May 2024 and relieved him from his
duties effective from the end of business hours on 21st May
2024.

**Mr. Bhupendra Kumar Kelam was appointed as Manager and
additional Director of the Company on August 13, 2024. Due

to other commitments, he resigned from the post of Manager,
additional Director, and member of the Board & committees
effective from February 23, 2025, after the end of business
hours.

Further to this Ms. Poonam Bopshetti was appointed as an
additional Director & Manager in the Board meeting held on
22nd May 2025

BOARD EVALUATION

As per Regulation 17(10) of Listing Regulations and Section 178
of the Companies Act, 2013, the annual evaluation process of
the Board of Directors, as individual Directors and the Board as
a whole was carried out based on criteria such as participation
and contribution in Board and Committee meetings,
enhancing shareholder value, experience and expertise to
provide feedback, and guidance to top management on
business strategy, governance, risk and understanding of the
organization's strategy.

The entire Board has actively participated in every Board and
Committee meeting, with a focus on adhering to corporate
governance norms. Based on the evaluation results and
feedback, the Board and Management have agreed on a way
forward that includes strategic engagement aligned with the
Morgan Group's long-term strategic plan.

BOARD MEETINGS AND ANNUAL GENERAL
MEETING:

During the financial year 2024-25, the Board met four times, the
details of which are mentioned in the Corporate Governance
Report. The necessary quorum was present in all the Board and
Committee meetings during the year. The 39th Annual General
Meeting was held on August 13, 2024. The intervening gap
between any two meetings was within the period prescribed
by the Companies Act, 2013.

PARTICULARS OF EMPLOYEES:

During the year under review, no employee was in receipt of
remuneration of ' 137.71 lakhs or more or employed for part
of the year and in receipt of ' 11 lakhs or more a month, under
Rule 5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014.

The particulars of employees pursuant to Section 197 of the
Companies Act, 2013 read with Sub-Rule (2) and (3) of Rule
5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, forms part of this Report
and disclosure with respect to the same is provided in Annexure
- III of this report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company has established a vigil mechanism named as
'Whistle Blower Policy' within your Company in compliance
with the provisions of Secon 177(10) of the Act and Regulation
22 of the Listing Regulations.

The policy of such mechanism which has been circulated to all
employees within your Company, provides a framework to the
employees for guided & proper utilization of the mechanism.
Under the said Policy, provisions have been made to safeguard
persons who use this mechanism from victimization. The Policy
also provides access to the Chairman of the Audit Committee
by any person under certain circumstances. The Whistle Blower
Policy is available on your Company's website at http://www.
morganmms.com/en-gb/investors/

PREVENTION OF SExUAL Harassment AT
wORKPLACE:

The Company has formulated an Internal Complaints
Committee, under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013
and has mechanism in place to report sexual harassment cases
at workplace.

Your Company has in place, Policy for prevention of Sexual
Harassment in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition,
Redressal) Act, 2013 and the Rules made thereunder. Your
Company has zero tolerance on Sexual Harassment at
workplace. All employees including permanent and contractual,
temporary, trainees and other stakeholders are covered under
this policy.

Your Company has organized workshops and awareness
programs to educate employees on preventing sexual
harassment. During the year, the Company received a complaint
alleging sexual harassment. Following a thorough investigation
and inquiry, it was determined that there was a violation of
the Morgan Code of Conduct. Consequently, appropriate
corrective measures were implemented.

RISK MANAGEMENT:

The Risk Management Committee was duly constituted by the
Board and the details of the Committee along with term of
reference are provided in corporate governance report forming
an integral part of this report. The Board of Directors established
risk management methodology which seeks to identify,
prioritise and mitigate risks, underpinned by a 'three lines of
defence' model comprising an internal control framework,
internal monitoring and independent assurance processes.

The Board considers that risk management and internal
control are fundamental to achieving the Morgan Group's
aim of delivering long-term sustainable growth. The Risk

Framework covers business, operational and financial risks
reviewed by the Committee on a periodic basis. The severity
of each risk is quantified by assessing its inherent impact and
mitigated probability to ensure that the residual risk exposure
is understood and prioritised for control to avoid future
implications.

During the year, the Board reviewed the status of all principal
and emerging risks with a significant potential impact on the
Company performance. These reviews included an analysis
of both the principal risks and emerging risks, together with
the controls, monitoring and assurance processes established
to mitigate those risks to acceptable levels. As a result of the
review, the number of actions were identified to continue to
improve internal control and management of risks including
improvement on safety and ethics of the Company.

The Committee met on two occasions on May 21, 2024 and
November 13, 2024 and reviewed risk relating to competition,
operations, people management and development, product
quality, technological obsolescence, quality of contract,
compliances, tax related matters, macroeconomics & political
environment and development of action plan as prepared by
the management for mitigating such risks relating to above
risks in the future.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company believes in contributing to create equitable and
sustainable society by way of undertaking various CSR activities
and sustainability initiatives. During the year your Company
sponsored to vocational skill development programme.

In compliance with the provisions of Section 135 of the
Companies Act, 2013, during financial year 2024-25, your
Company has fully spent the entire amount that is required to
be spent under CSR guidelines.

The Corporate Social Responsibility policy formulated by the
Company is available on the website of the Company at -
http://www.morganmms.com/en-gb/investors/

The CSR activities as undertaken by the Company are attached
as Annexure - II and form part of this annual report.

AUDIT COMMITTEE

The Audit Committee was duly constituted by the Board and
the details of the Committee along with term of reference are
provided in corporate governance report forming an integral
part of this report.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee has been vested

with the authority to, inter alia, recommend nominations for
Board Membership and senior management position of the
Company and establishing criteria for selection to the Board
with respect to the competencies, qualifications, experience,
integrity and succession plans. The committee comprises of
Independent and Non-Executive Directors of Board which
details are given in Corporate Governance Report.

The policy of the Company on Directors' appointment and
remuneration, including criteria for determining qualifications,
positive attributes, independence of a Director and other
matters provided under Section 178 (3) and Section 197 (12)
of the Companies Act, 2013, read with Rule 5 of Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is available on the website of the Company at -
http://www.morganmms.com/en-gb/investors/

During the year, the Nomination and Remuneration Committee
met 4 times on May 21, 2024, August 02,2024, August
08,2024 and Nov 13, 2024.

The details of remuneration to Directors & KMP and other
details as prescribed is given as Annexure - III to this report.

CORPORATE GOVERNANCE:

Your Company is always striving long-term sustainable success
for the shareholders of the Company by adopting best practices
of corporate governance which are aligned with Morgan's
Group purpose and strategic direction.

As per Regulation 34 of the Listing Regulations, a separate
section on corporate governance practices followed by your
Company, together with a certificate from Kulkarni Pore &
Associates LLP, on compliance with corporate governance
norms under the Listing Regulations, is provided with this
report.

CODE OF CONDUCT

The Board of Directors as per Schedule IV of the Companies
Act and Regulation 26 of the Listing Regulations have adopted
for all Board members, key managerial personnel and senior
management "Morgan Code" and which is applicable to
all level of employees. Pursuant to the applicable Listing
Regulations senior management has confirmed the compliance
to the Code of Conduct of the Company and submitted the
required annual compliance declaration to the Company. The
Manager & Director Certificate on affirmation to the Code of
Conduct is attached as part of Corporate Governance Report.

The detail of the Code of Conduct is available on website of
the Company i.e. www.morganmms.com

FINANCE AND TAXATION:

During the financial year 2024-25, to update the Unilateral
Advance Pricing Agreement for a period of five years from
the financial year 2021-22 to 2025-26, the regional APA
Commissioner has visited the site, and the Company is awaiting
a response from the department.

We have liquidated accumulated IGST input credit of ' 666.09
lakhs as per the provision of GST law.

Your Company has continued to apply for Export Incentives
under Remission of Duties and Taxes on Export Products
(RODTEP) as part of the Foreign Trade Policy. During the year
2024-25, we have received duty benefit scripts amounted to
' 107.41 lakhs. The process of claiming RODTEP benefit is
well established, and we are receiving duty benefit scripts on
regular basis.

The Company has commenced discussions with employees
regarding the Voluntary Retirement Scheme (VRS) for the fiscal
year 2023-24. The Board of Directors, in their meeting on
February 13, 2024, approved the Voluntary Retirement Scheme
2023-24 ("Scheme"). The Company has made a provision of
Rs. 321.08 lakhs, included in the exceptional items of the
financial statements for 2023-24. This amount was disbursed
during the fiscal year 2024-25.

ETHICS AND LEGAL GOVERNANCE:

Morgan's ethics and compliance strategy has strengthened our
ethical culture and reinforced the controls in key compliance
risk areas as covered under the Morgan Code.

The Morgan Code is a foundational component of our ethics
and compliance programme. The Morgan Code is a set of
principles, supported by Group policies, which set out how
we must conduct ourselves in support of our people, our
communities, our business partners and our shareholders.
It applies to all employees and extends, as appropriate, to
Morgan's business partners including agents and other third-
party representatives.

The Morgan Code underpins our commitment to our people,
our communities, our customers, our suppliers and our
shareholders. It defines how we do business ethically and
safely. The Morgan Code is a set of principles (supported by
Group policies) that lay out how we should conduct ourselves.
The Morgan Code applies to all employees and to the extent
appropriate to Morgan's business partners including agents,
joint venture partners and third-party representatives.

The Morgan Code has four sections i.e., working safely, working
ethically, treating our people fairly and protecting our business.
It requires our people to operate in accordance with applicable

laws, regulations and Company policies and processes relating
to areas such as ethical business behaviour, trade compliance,
gifts and entertainment, donations and sponsorships.

Ethics and Compliance Training Programme

In compliance with Morgan Group's guidelines, your Company
has given e-learning training programmes to all employees
on various topic of anti-bribery and anti-corruption, conflict
of interest and anti-competitive practices. Apart from this
e-learning, we continued practice of arranging Ethics Theme
of the Month session for all employees on monthly basis on
various ethics and compliance topics.

'Speak-up' Ethics helpline

We maintain a confidential 'Speak Up' ethics helpline operated
by an independent third party where anyone can raise a concern
or report a suspected violation of our policies, procedures
or the law as an alternative channel to reporting concerns
internally. Reporters can raise concerns by telephone, web form
or email and may elect to remain anonymous. The employees,
contractors or other third parties who have a question about
the Code or see something that they feel is unethical or unsafe
can discuss these with their managers, supporting teams, or
through the ethics hotline, a confidential helpline operated by
an independent company.

During the year, there was 2 complaints raised by employees
of the company, which was investigated, and the necessary
disciplinary action was taken as appropriate. 3 more cases were
reported but were found to not qualify as ethics violations and
these were closed by proper educating employees.

Further, in compliance with Listing Regulations and the
provisions of Companies Act, 2013, the policy is also available
on the website - http://www.morganmms.com/en-gb/
investors/

Compliance Commitment

Your Company is dedicated to adhering to all relevant local,
central, and international laws and regulations in every
location where we operate. The Compliance Officer provides
a quarterly compliance report to the Audit Committee and
Board Members detailing the various applicable laws and the
Company's adherence to them. During the year, your Company
identified a non-compliance issue related to the renewal of the
factory license, which was delayed due to technical difficulties
in filing the form.

HUMAN RESOURCES:

People and Culture

At Morgan, our guiding principles—Ambition, Innovation,
Collaboration, and Integrity—constitute the cornerstone of

our success. Our employees act as our brand ambassadors,
contributing daily to our mission. Their enthusiasm, energy,
and innovative ideas drive our commitment to excellence
in products and services, playing a vital role in achieving our
objectives in this dynamic era.

Our workforce shapes our organizational culture and propels
our success. We endeavor to be a supportive organization
where every individual feels valued and appreciated. We
hold the belief that how something is accomplished is just as
significant as the end result. We are dedicated to creating a
safe, equitable, and inclusive workplace. Our goals for 2030
emphasize further enhancing Morgan's work environment for
our personnel.

We offer an empowering, collaborative, non-discriminative,
and safe work environment where employees can learn and
lead. We engage with our workforce, invest in their professional
development, provide meaningful purpose, prioritize health
and safety, celebrate innovation, support well-reasoned risk¬
taking, and reward performance.

Our 'Leadership Behaviours' and the Morgan Code guide our
actions, helping us achieve our strategic aim of delivering
performance and value creation for our stakeholders.

At Morgan, we are committed to fostering a diverse and
inclusive workplace where every employee feels valued and
empowered. In 2024-25, we launched several initiatives to
enhance our diversity and inclusion efforts, including targeted
recruitment programs, comprehensive training sessions
on Ownership Mindset & Emotional Intelligence, Stress
Management, Conflict to Collaboration and Business Etiquette
to employee resource groups to understand and support all
cross functional teams and communities are engaged with
Morgan. We have increased female workforce in Finishing
operations, and a few are working on machines as well. Our
efforts have resulted in a more diverse workforce and an
inclusive culture where different perspectives are celebrated.
We believe that diversity drives innovation and strengthens our
ability to serve our customers better. Moving forward, we will
continue to prioritize diversity and inclusion as a cornerstone of
our corporate strategy, ensuring that Morgan remains a place
where all employees can thrive.

We promote equal opportunities for all employees and job
applicants, without discrimination based on gender, parental
leave needs, marriage/civil partnership status, race, disability,
sexual orientation, age, religion, or belief.

Talent and Development

Morgan is committed to recruiting a diverse range of
professionals to address the challenges faced by our customers.

Our priority is to attract, retain, and develop the right talent
to meet the ever-evolving demands of our business, ensuring
diverse representation within the organization. The employee
turnover ratio decreased from 16.15% in the previous year to
10.31%.

The development of our employees is paramount to Morgan's
success in the marketplace. Our focus is on enabling every
employee to perform at their highest potential, achieve their
fullest capabilities, and feel appropriately rewarded. Last
year, we continued our leadership development programs,
emphasizing team-building activities for mid-level and first-line
supervisors, including both staff and workmen. Additionally,
we conducted awareness programs on ThinkSAFE - Refresher,
Workplace Safety, Ethics and Morgan's Code of Conduct, and
health awareness for all employees.

Throughout the year, Morgan organized over 7,792 hours
of training on more than 25 topics to nurture talent and
motivate employees. Of these, 5,591 hours were dedicated to
Environmental, Health, and Safety (EHS) training, enhancing
our safety and health culture.

Performance and Recognition

Our people are central to our strategic framework. By
facilitating performance evaluations and continuous feedback,
we empower our workforce to excel and realize their full
potential. Our compensation strategy is built on the principle
of merit-based pay, with salary levels determined through
external benchmarking and pertinent commercial factors to
ensure competitiveness and sustainability. We provide short¬
term performance incentives to managers, technical specialists,
and functional experts. The Morgan Group acknowledges and
celebrates both individual and team achievements.

Employee Engagement

Acknowledging the crucial importance of a diverse array of
talents and viewpoints, together with ensuring high levels of
employee engagement, is essential for our long-term success.
Our workforce serves as the cornerstone of Morgan's enduring
legacy and prospective growth. To meticulously assess
employee sentiment and engagement, we conduct the "Your
Voice" survey on an annual basis, thereby obtaining invaluable
feedback from our team members.

In 2024, the Group decided to launch the survey for all
employees conducted in June 2024, for effective action planning
and allowing sufficient time for execution of planned actions.
Participation was exemplary, with 100% of eligible employees
taking part in the "Your Voice" survey. The overall engagement
score saw a significant increase, rising by 10 points to 66%
in 2024. Employee feedback highlighted strong alignment
with Morgan's commitment to safety, ethics, and customer

satisfaction. Additionally, the customer satisfaction score
improved by 3 points to 88%, and the cultural development
with collaboration score increased by 6 points and reached
73%, marking substantial achievements for Morgan.

AUDITORS:

Statutory Auditors

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, Pune
(Registration No. 1 17366W/W-100018) were appointed as
statutory auditor of the Company for a period of five years
- from conclusion of 35th Annual General Meeting until
conclusion of 40th Annual General Meeting - as per approval
of the members in the 35th Annual General Meeting with
professional fees and charges as mutually agreed between M/s
Deloitte Haskins & Sells LLP and the Company.

The report given by the Statutory Auditors on the financial
statements of the Company forms part of this Annual Report.

There has been no qualification, reservation, adverse remark or
disclaimer given by the Statutory Auditors in their report except
below:

Proper books of account as required by law have been kept
by the Company so far as it appears from examination of
those books, except for not keeping backup on a daily basis
of such books of account maintained in electronic mode in a
server physically located in India and not complying with the
requirement of audit trail.

Management Reply: The following corrective and preventive
actions have been taken to maintain daily backup:

• Increased storage in the backup drive.

• Automatic alerts have been configured for the backup
jobs

• An automatic helpdesk ticket has been created and
assigned to ensure daily manual monitoring alongside of
automatic alerts.

The audit trail exists at the application level and at the database
level we have taken several measures to mitigate risk and
ensure compliance:

• Restricted Database Access: We have restricted database
access to these systems to reduce risk exposure.

• Application-Level Auditing: Auditing has been sufficiently
enabled at the application level with a periodic review
process.

• Compensatory Controls: Financial data is meticulously
reviewed and reconciled by the business with commercial
documents.

• Data Integrity and Recovery: Proper backups are
maintained to safeguard data integrity and support
recovery processes.

The Board has appointed M/s. Deloitte Haskins & Sells LLP,
Chartered Accountants, Pune (Registration No. 1 17366W/W-
100018) as statutory auditor of the Company for a period of
five years from 2025-26 to 2029-30 subject to the approval
of members in the ensuing Annual General meeting from the
conclusion of 40th Annual General Meeting until conclusion
of 44th Annual General Meeting with professional fees and
charges as mutually agreed between M/s Deloitte Haskins &
Sells LLP and the Company.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, M/s Prajot Tungare & Associates,
Practicing Company Secretaries, were appointed to conduct
the Secretarial Audit of the Company for the financial year
2024-25. The Secretarial Audit Report for financial year 2024¬
25 forms part of the Board's Report as Annexure - IV.

The Board has appointed of M/s Prajot Tungare & Associates,
Practicing Company Secretaries, as Secretarial Auditor of the
Company for a period of 5 years from 2025-26 to 2029-30
subject to the approval of members in 40th Annual General
meeting with professional fees and charges as mutually agreed
between M/s Prajot Tungare & Associates and the Company.

There has been qualification, reservation, adverse remark or
disclaimer given by M/s Prajot Tungare & Associates, Secretarial
Auditor in their report as below:

1. The Company has maintained the Structured Digital
Database (SDD). However, the data has not been
maintained as per the specification mentioned under the
SEBI (PIT) Regulation 2015

Management Reply: In response to the observations
made by M/s Prajot Tungare & Associates regarding
the Structured Digital Database (SDD), the Company
has executed an agreement with MUFG Intime India
Private Limited to implement Structured Digital Database
software. This advanced system is designed to meet the
specifications outlined under the SEBI (Prohibition of
Insider Trading) Regulations, 2015. The implementation
process is currently underway, and we are confident that
this initiative will ensure full compliance with regulatory
requirements, enhance data integrity, and streamline our
processes.

2. The approval of shareholders for the appointment of two
directors on the Board of Directors of the Company was

not taken within the stipulated time as specified under
regulation 17 of the SEBI (LODR) Regulations, 2015

Management Reply: The Company has complied with
the applicable provisions of the Companies Act and
Regulation 17(1) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

However, due to an inadvertent oversight, compliance
with Regulation 17(1 )(c) was not completed. The
necessary shareholder approvals for the appointment
of an Additional Director will be sought in the ensuing
Annual General Meeting.

INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

Your Company has a well-established framework of internal
controls in operation, supported by Morgan Group's policies
and guidelines, including periodic monitoring, assessment and
internal audit.

M/s Unicus Risk Advisors LLP, internal auditors of the Company
have conducted internal audit for complete year and detailed
report was submitted to Audit Committee on periodic basis.
Further, the Audit Committee reviewed the adequacy and
effectiveness of the implementation of audit recommendations,
including those relating to strengthening your company's risk
management policies and systems.

The Company had engaged OptiFin Services Private Limited
for evaluating the internal financial controls and testing its
adequacy of effectiveness including preparation of process
narratives and Risk Control Matrix (RCM) in line with COSO
framework and guidance note issued by Institute of Chartered
Accountants of India (ICAI). During the year, OptiFin has verified
various business processes such as Procure to Pay, Order to
Cash, Hire to Retire, Fixed Assets, Manufacturing and Inventory
Management, Regulatory Compliance, Entity Level Control,
Book Closure Process and IT general Computer Controls.

In compliance with Section 177(4)(vii) of the Companies Act,
2013, the Audit Committee needs to evaluate internal financial
control systems of the Company and make further reports to
the Board and as per Section 143(3) (i) of the Companies Act,
2013, the Statutory Auditor of the Company is required to
make representation in their Auditor Report that the Company
has adequate internal financial control systems in place and
operating effectively.

During the year, your Company considered that the internal
financial control provides reasonable assurance in the areas of
proper accounting controls for ensuring reliability of financial
reporting, monitoring of operations safeguarding of Company's

assets, transactions are authorised and recorded in a correct
and timely manner and that such controls would prevent or
detect, within a timely period, material errors or irregularities.
The system is designed to mitigate and manage risk, rather
than eliminate it and to address key business and financial
risks. The Company has continued to align all its processes and
controls as per Morgan Group's guidelines and policies.

Your Company as well as statutory, internal & secretarial
auditors has made periodic checks relating to prevention and
detection of frauds and errors, accuracy and completeness of
accounting records, timely preparation of financial statements
and applicable statutory compliances to the Company's
business. The internal auditor and statutory auditor during
their audit have not found any significant gaps for the financial
year 2024-25 however have made certain recommendation for
continuous improvement of the process.

ANNUAL RETURN:

In accordance with Section 92(3) and Section 134(3)(a) of the
Companies Act, 2013, read with Rule 12 of the Companies
(Management and Administration) Rules, 2014 the Company
has placed the Annual Return on the Company's website -
https://www.morganmms.com/en-gb/investors/

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 (3) (c) of the
Companies Act, 2013, with respect to Directors' Responsibility
Statement, it is hereby confirmed that:

(i) In the preparation of the annual accounts for the financial
year ended March 31, 2025, the applicable accounting
standards have been followed along with proper
explanation relating to material departures.

(ii) 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 profit of the Company
for the year.

(iii) The Directors have taken proper and sufficient care
for maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the annual accounts on a
'going concern' basis;

(v) The Directors have laid down internal financial controls,
which are adequate and are operating effectively;

(vi) The Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and
such systems are adequate and operating effectively.

INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)

Pursuant to the applicable provisions of the Companies Act,
2013 read with IEPF Authority (Accounting, Audit, Transfer and
Refund) Rules 2016 ("the IEPF rules") all unpaid or unclaimed
dividends are required to be transferred by the Company to
the IEPF, established by the Government of India, after the
completion of seven years. Further, according to the rules, the
shares on which dividend has not been paid or claimed by the
shareholders for seven consecutive years or more shall also be
transferred to the Demat Account of IEPF Authority.

During the year, your Company has transferred the unpaid and
unclaimed dividends & shares for the financial year 2016-17 of
' 377968/- & 16600 shares respectively to IEPF Authority.

Risks, Opportunities and Threats

The measures recommended by the Board are regularly
implemented and reviewed to ensure effectiveness. Some
of the risks, opportunities and threats as perceived by your
Company management at this point of time are mentioned
below:

Risks

• Volatility in market demand;

• Changes in regulatory requirements;

• Currency exchange fluctuations

Opportunities

• Improvement in the industrial production outlook;

• Development in Project Compass - LiB Saggar Pilot
Line. Project Compass focuses on establishing a pilot
manufacturing line for lithium-ion battery (LiB) saggars —
critical ceramic containers used in LiB material processing.
Initially planned with a minimum annual capacity of 2500
units. The plant will be capable to produce up to 10,000
saggars annually by the end of 2025.

• Expanding New Vacuum Impregnation (VI) System. A state-of-
the-art Vacuum Impregnation System (Size: 2200 mm x 5000
mm), capable of impregnating crucibles up to size BG1525,
was successfully installed and commissioned in 2024. Since its
commissioning, the system has been consistently delivering
results for traditional impregnation applications.

• Ability to meet demand surge backed by installed
manufacturing capacity.

Threats

• Our export markets present a softer outlook, with
geopolitical conflicts and continued uncertainty around
trade isolationism and tariffs continuing to depress market
demand for our products in the immediate years.

RATIOS

Return on net worth

The details of return on net worth at standalone levels are as
follows:

Disclosures of Accounting Treatment:

The Accounting treatment of your Company in the preparation of
financial statements is in consonance with the Indian Accounting
Standards 2015 (Ind AS) as amended and there is no deviation in
the accounting treatment, different from the said Ind AS.

OTHER DISCLOSURES:

a) Your Company has not accepted any deposits from the
public and as such, no amount on account of principal or
interest on public deposits was outstanding as on the date
of the balance sheet.

b) Your Company has not issued shares with differential
voting rights and sweat equity shares during the year
under review.

c) Your Company has complied with the applicable
Secretarial Standards relating to 'Meetings of the Board
of Directors' and 'General Meetings' during the year.

d) Maintenance of cost records and requirement of cost
Audit as prescribed under the provisions of Section 148(1)
of the Companies Act, 2013 are not applicable to the
business activities carried out by the Company.

e) There are no significant material orders passed by the
Regulators/Courts which would impact the going concern
status of the Company and its future operations.

f) There are no proceedings initiated/pending against
your Company under the Insolvency and Bankruptcy
Code, 2016 which materially impact the business of the
Company.

g) There were no instances where your Company required
the valuation for one time settlement or while taking the
loan from the Banks or Financial institutions.

ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO:

The particulars as prescribed under Sub-section (3)(m) of Section

134 of the Companies Act, 2013, read with the Companies

(Accounts) Rules, 2014, are enclosed as Annexure - V to the
Board's report.

ACKNOwLEDGEMENTS:

Your Directors take this opportunity to offer their sincere thanks
to various Departments of the Central and State Governments,
our Bankers, Shareholders, Customers & Consultants for their
strong support and assistance. Your Directors also place on
record their deep appreciation to employees at all levels for
their hard work, solidarity, dedication and commitment, and
look forward to their continued support in the future.

For and on behalf of the Board of Directors of
Morganite Crucible (India) Limited

Jonathan Percival Poonam Bopshetti

(Director) (Director)

DIN: 09701284 DIN: 11109675
Chh. Sambhaji Nagar Chh. Sambhaji Nagar

Place: Chh. Sambhaji Nagar (Aurangabad)

Date: May 22, 2025