The Directors take pleasure in presenting the
42^nd Annual Report of Raasi Refractories
Limited along with the audited financial
statements for the financial year ended 31^st
March 2024.

1. FINANCIAL SUMMARY/HIGHLIGHTS

(Amount in lacs)

2. OPERATIONAL PERFORMANCE

During the year under review, your company's
total revenue during the financial year 2023¬
24 has fallen down to Rs. 4,033.03/- (in lakhs)
from Rs. 5,906.52/- (in lakhs) earned during
the corresponding period of previous year
and profit after tax (“PAT”) for the year
recorded Rs. 29.63/- (in lakhs) against the
previous year PAT of Rs. 86.43/- (in lakhs).

3. DIVIDEND

The company intends to retain its profits
and deploy the same in the business.
Hence, the Board has not recommended
any dividend for the Financial Year 2023¬
2024.

4. TRANSFER TO RESERVES

The Board of Directors does not
recommend any transfer of funds to the
General Reserve.

5. DEPOSITS

The company has not accepted any
deposits during the financial year under
review.

6. SHARE CAPITAL

During the financial year under review,
there has been no change in the authorized
capital of the company. The Company has
not issued any debentures, bonds or any
non-convertible securities during the
financial year under review.

7. MATERIAL CHANGES AND
COMMITMENTS AFFECTING THE
FINANCIAL POSITION OF THE
COMPANY

No material changes and commitments
have occurred after the close of the year
under review till the date of this Report
which affect the financial position of the
Company.

8. MANAGEMENT DISCUSSION AND
ANALYSIS

Business Overview and Outlook and the
state of the affairs of the Company and the
Industry in which it operates, is discussed in
detail in the section relating to Management
Discussion & Analysis which forms part of
this Report.

9. CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of
business carried on by the Company during
the year under review.

10. SUBSIDIARIES, JOINT VENTURES
AND ASSOCIATE COMPANIES

The Company does not have any
Subsidiary, Joint venture or Associate
Company.

11. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED
PARTIES

There were no materially significant
related party transactions entered by the
Company during the year with the
Promoters, Directors, Key Managerial
Personnel or other persons which may
have a potential conflict with the interest of
the Company. Members may refer to the
Financial Statement which sets out related
party disclosures pursuant to Ind AS.

12. DIRECTORS RESPONSIBILITY
STATEMENT

Pursuant to the provisions of Section
134(5) of the Companies Act, 2013, your
Directors to the best of their knowledge
and ability confirm as under:

a) In the preparation of the annual
accounts, the applicable accounting
standards have been followed along with
proper explanation relating to material
departures;

b) We 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 as at 31st March, 2024 and of
the profit of the Company for the financial
year ended 31st March, 2024;

c) We have taken proper and sufficient
care for the maintenance of adequate
accounting records in accordance with the
provisions of this Act for safeguarding the
assets of the Company and for preventing
and detecting fraud and other
irregularities;

d) The annual accounts have been
prepared on a going concern basis

e) The Company had laid down
internal financial controls to be followed by
the Company and that such internal
financial controls are adequate and were
operating effectively;

f) We have devised proper systems to
ensure compliance with the provisions of
all applicable laws and that such systems
were adequate and operating effectively

13. PARTICULARS OF LOANS,
GUARANTEES OR INVESTMENTS
UNDER SECTION 186;

During the period under review, the
Company has not given any loans,
guarantees and Investments as specified
under Section 186 of Companies Act, 2013

14. DIRECTORS AND KEY MANAGERIAL
PERSONNEL:

The following are the Directors of the
Company as on date of this report:

1. Sri. Konda Venkanna

2. Sri. Laxmaiah Konda

3. Smt. Konda Soujanya

4. Sri Satyanarayana Kapuganti

5. Sri Suresh Silumula

6. Sri Rajendra Prasad Kandikattu

15. APPOINTMENT & CESSATION:

Pursuant to the provisions of the
Companies Act, 2013 and the rules framed
there under and Articles of Association of
the Company, Sri. Venkanna Konda (DIN:
05119181) Director of the company is
liable to retire by rotation, at the ensuing
Annual General Meeting and being eligible
has offered himself for reappointment. The
Nomination and Remuneration Committee
and Board of Directors have recommen¬
ded their re-appointment for the approval
of the shareholders of the Company in the
forthcoming Annual General Meeting of
the Company.

None of the directors are disqualified for
being appointed as Director as specified in
Section 164(2) of the Act & Rule 14(1) of
the Companies (Appointment and
Qualification of Directors) Rules, 2014.

16. POLICY ON DIRECTORS’ APPOINT¬
MENT AND REMUNERATION AND
OTHER DETAILS

The Board has, on the recommendation of
the Nomination and Remuneration
Committee framed a policy which lays
down a framework in relation to selection,
appointment and remuneration to
directors, key managerial personnel and
senior management of the Company. The
Company's policy on directors and KMP
appointment and remuneration and other
matters provided in section 178(3) of the
Act is hosted on the website of the
company.

17. MEETINGS OF THE BOARD OF
DIRECTORS

During the year under review, the Board
duly met 6 (Six) times. The maximum gap
between any two consecutive Board
meetings does not exceed 120 days.

The following are the dates of meetings of the
Board of Directors which were held during the
period under review:

1. 20th April, 2023

2. 19th July, 2023

3. 14th August, 2023

4. 02nd September, 2023

5. 14th November, 2023

6. 14th February, 2024

18. AUDIT COMMITTEE

The Company has in place an Audit
Committee in terms of the requirements of
the Companies Act, 2013 read with the
Rules made thereunder and Regulation 18
of the SEBI (LODR) Regulations, 2015.

19. VIGIL MECHANISM / WHISTLE
BLOWER POLICY

Pursuant to Section 177 of the Companies
Act, 2013 and the Rules framed there
under and pursuant to the provisions of
SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the
Company has established a mechanism
through which all the stakeholders can
report the suspected frauds and genuine
grievances to the appropriate authority.
The Whistle Blower Policy which has been
approved by the Board of Directors of the
Company has been hosted on the website
of the Company. During the year under
review the Company has not received any
complaint(s) under the said policy

20. RISK MANAGEMENT

The Board of the Company has framed a
policy to implement and monitor the risk
management plan for the Company and
ensuring its effectiveness.

The Board oversees the Risk Manage¬
ment process including risk identification,
impact assessment, effective
implementation of the mitigation plans and
risk reporting. The Audit Committee has
additional oversight in the area of financial
risks and controls. Major risks identified by
the businesses and functions are
systematically addressed through

mitigating actions on a continuing basis.

21. INTERNAL FINANCIAL CONTROLS
AND THEIR ADEQUACY

The Company has in place adequate
internal financial controls commensurate
with the size, scale and complexity of its
operations. The Company has policies and
procedures in place for ensuring proper
and efficient conduct of its business, the
safeguarding of its assets, the prevention
and detection of frauds the accuracy and
completeness of the accounting records
and the timely preparation of reliable
financial information.

22. COMPLIANCE WITH SECRETARIAL
STANDARDS

The Company has complied with
applicable provisions of the Secretarial
Standards issued by the Institute of
Company Secretaries of India and
approved by the Government of India
under Section 118(10) of the Companies
Act, 2013.

23. EXTRACT OF ANNUAL RETURN
(MGT-9)

Pursuant to Section 92 (3) of the
Companies Act, 2013, a copy of Annual
Return for the financial year ended 31st
March, 2024 has been placed on the
we b si te o f t h e co m p a n y i . e . ,
http://www.raasi.in/

24. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR
COURT:

There are no significant and material
orders passed by the Regulators/ Courts
that would impact the going concern status
of the Company and its future operations
during the period under review.

25. STATUTORY AUDITOR AND THEIR
REPORT

At the Forty First AGM held on September
30,2023 the Members approved
appointment of M/s. Narasimha Rao and
Associates, Chartered Accountants (FRN:
002336S) as Statutory Auditors of the
Company to hold office for a period of five
years from the conclusion of that AGM till
the conclusion of the Annual General
Meeting to be held in the financial year
2028. The requirement to place the matter

relating to appointment of auditors for
ratification by Members at every AGM has
been done away by the Companies
(Amendment) Act, 2017 with effect from
May 7, 2018.

Further, the Auditors Report does not
contain any qualification, reservation or
adverse remark. The Auditors Report
along with the financial statements forms
part of this report.

26. SECRETARIAL AUDIT

As per the provisions of Section 204(1) of
the Companies Act, 2013, the Company
has appointed Mr. Pavan Kumar
Bhattiprolu, Proprietor, BPK Associates,
Company Secretaries, to conduct
Secretarial Audit of the records and
documents of the Company for the
Financial Year 2023-24.

The Secretarial Audit Report for the
Financial Year ended 31st March, 2024 in
Form MR-3 is annexed to the Directors
Report - Annexure - II and forms part of this
Report.

27. CORPORATE SOCIAL RESPONSI¬
BILITY

The provisions relating to section 135 of
the Companies Act, 2013 are not
applicable to the company for the period
under review.

28. FAMILIARIZATION PROGRAMME

The details of the familiarization
programme formulated for Independent
Directors is hosted on the Company's
website and the web link thereto is
www.raasi.in

29. INVESTOR EDUCATION AND
PROTECTION FUND (IEPF)

The company does not attract the
provisions of section 125(2) of the
Companies Act, 2013 read with IEPF
Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 (‘the Rules') for the
financial year under review.

30. REPORTING OF FRAUDS BY
AUDITORS

The Statutory Auditors of the Company
have not reported any fraud to the Audit
Committee as specified under section
143(12) of the Act, during the year under
review.

31. HUMAN RESOURCES

Many initiatives have been taken by the
Company to support business through
organizational efficiency, process change
support and various employee
engagement programmes which has
helped the Organization achieve higher
productivity levels. A significant effort has
also been undertaken to develop
leadership as well as technical/functional
capabilities in order to meet future talent
requirement.

32. CONSERVATION OF ENERGY,
RESEARCH AND DEVELOPMENT,
TE CH N OLO GY ABS O RP TI O N ,
FOREIGN EXCHANGE EARNINGS AND
OUTGO

The information on Conservation of
Energy, Technology Absorption, Foreign
Exchange Earnings and outgo required to
be disclosed under Section 134(3)(m) of
the Companies Act, 2013, read with Rule 8
of the Companies (Accounts) Rules, 2014
are provided in the Annexure I forming part
of this Report.

33. PROTECTION OF WOMEN AT WORK
PLACE

Your Company has always believed in
providing a safe and harassment free
workplace for every individual working in
its premises through various policies and
practices. Company always endeavours to
create and provide an environment that is
free from discrimination and harassment
including sexual harassment.

Your Company has adopted a policy on
Prevention of Sexual Harassment at
Workplace which aims at prevention of
harassment of employees and lays down
the guidelines for identification, reporting
and prevention of undesired behaviour.

The Company has not received any
complaints on sexual harassment during
the financial year under review.

34. COST AUDIT

The Requirement of Cost Audit as
prescribed under the provisions of section
148 (1) of the Companies Act, 2013 is not
applicable to the company during the
period under review.

35. PARTICULARS OF EMPLOYEES

The Company has not employed any
individual whose remuneration falls within
the purview of the limits prescribed under
the provisions of Section 197 of the
Companies Act, 2013, read with Rule 5(2)
of the Companies (Appointment and
Remuneration of Managerial Personnel)
Rules, 2014 and has not paid any
remuneration to the directors of the
Company during the Financial year 2023¬
2024.

Hence, Disclosures with respect to the
remuneration of directors and employees
as required under Section 197(12) of
Companies Act, 2013 and Rule 5 (1)
Co m pa n i e s (Appo i n tm e n t a n d
Remuneration of Managerial Personnel)
Rules, 2014 is not applicable.

36. MISCELLANEOUS

No application has been made under the
Insolvency and Bankruptcy Code; hence
the requirement to disclose the details of
application made or any proceeding
pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016)
during the year along with their status as at
the end of the financial year is not
applicable.

The requirement to disclose the details of
difference between amount of the
valuation done at the time of onetime
settlement and the valuation done while
taking loan from the Banks or Financial
Institutions along with the reasons thereof,
is not applicable.

37. BOARD EVALUATION

The Board of Directors has carried out an
annual evaluation of its own performance,
board committees and individual directors
pursuant to the provisions of the
Companies Act, 2013 read with the Rules
framed thereunder and SEBI (LODR)
Regulations, 2015.

The performance of the Board was
evaluated by the Board after seeking
inputs from all the directors on the basis of
criteria such as the board composition and
structure, effectiveness of board
processes, information and functioning,
etc.

The performance of the Committees was
evaluated by the Board after seeking
inputs from the committee members on the

basis of criteria such as the composition of
committees, effectiveness of committee
meetings, etc.

In a separate meeting of Independent
Directors, performance of non¬
independent directors, the Board as a
whole and the Chairman of the Company
was evaluated, taking into account the
views of executive directors and non¬
executive directors.

The Board and the Nomination and
Remuneration Committee reviewed the
performance of individual directors on the
basis of criteria such as the contribution of
the individual director to the board and
committee meetings like preparedness on
the issues to be discussed, meaningful
and constructive contribution and inputs in
meetings, etc.

38. APPRECIATION

Your Directors wish to place on record their
appreciation to employees at all levels for
their hard work, dedication and
commitment. The enthusiasm and
unstinting efforts of the employees have
enabled the Company to remain stable,
despite increased competition from
several existing and new players.

39. ACKNOWLEDGEMENTS

The Board desires to place on record its
sincere appreciation for the support and
cooperation that the Company received
from the suppliers, customers, strategic
partners, Bankers, Auditors, Registrar and
Transfer Agents and all others associated
with the Company. The Company has
always looked upon them as partners in its
progress and has happily shared with them
rewards of growth. It will be the Company's
endeavor to build and nurture strong links
with trade based on mutuality, respect and
co-operation with each other.

By order of the Board
For RAASI REFRACTORIES LIMITED

Sd/-

VENKANNA KONDA

Director
DIN: 05119181

Sd/-

LAXMAIAH KONDA

Managing Director
DIN: 00573281

Place: Hyderabad,

Date: 05.09.2024