Your directors have great pleasure in presenting the 15th Annual Report of RHI Magnesita India Limited Cthe Company’ or ’RHIM' or ’RHIM India')
along with the Company’s audited financial statements (standalone & consolidated) for the Financial Year CFY‘> ended March 31. 2025 (herein
after known as (’period under review').

FINANCIAL RESULTS

The highlights of the standalone and consolidated financial performance of the Company are as under:

(Amnunt in ? I nkh)

Financial Performance/ State of Company Affairs
Standalone Basis:

During FY 2024-25, the Company’s revenue from operations increased from ? 282.409.45 lakh to ? 289.186.01 lakh, reflecting a growth of 2.40%
over the previous FY 2023-24.

Profit before tax rose significantly from ? 3.441.42 lakh to ? 30.086.34 lakh. Additionally, profit/doss) after t3x improved from a loss of ? (5.537.52)
lakh to a profit of ? 22.300.29 lakh.

Consolidated Basis:

Revenue from operations declined fiom ? 378.110.40 latch in FY
2023-24 to ? 367.449.50 lakh in FY 2024-25. registering a decrease
of approximately 2.82%.

Despite the decline in revenue, profit/doss) before tax improved from
a loss of ? (1,550.59) lakh to a profit of ? 26.265.81 lakh. Similarly,
profit/doss) after tax increased from a loss of ? (10.010.94) lakh to a
profit of? 20.251.28 lakh.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis, as required in terms of
the SEBI Listing Regulations, is annexed to this Report.

DIVIDEND

Declaration and Payment of Dividend

The Board of Directors ('Board') is pleased to recommend declaration
of a final dividend amounting to ? 2.50/- per Equity Share of face
value ? V- each fully paid-up. i.e.. (250%) for FY25.

The Board has recommended the dividend based on the parameters
laid down in the Dividend Distribution Policy and dividend will be
paid out of the profits of the year.

The said dividend, if approved by the Members at the ensuing Annual
General Meeting CAGM') will be pa-d to those Members whose name
appears on the register of Members (including Beneficial Owners) of
the Company as at the end of Friday. September 12. 2025. The said
dividend, would involve cash outflow of ? 5.162.54/- lakh, resulting
in a payout of 23.15% of the standalone net profit of the Company
for FY25.

Pursuant to the Finance Act. 2020. dividend income is taxable in
the hands of the Members, w.e.f. April 1 2020 and the Company
is required to deduct tax at source from dividend to be paid to the
Members at prescribed rates as per the Income Tax AcL 1961.

Record Date

The Register of Members and Share Transfer Books of the Company
will remain closed from Saturday. September 13. 2025. to Friday.
September 19. 2025 (both days inclusive). The Company has fixed
Friday. September 12. 2025 as the Record Date' for the purpose
of determining the entitlement of Members to receive dividend
for FY25.

Dividend Distribution Policy

Pursuant to Regulation 43A of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations
2015 CSEBI Listing Regulations'), the Board had formulated a
Dividend Distribution Policy CPolicy'). The Policy is available on
the Company's website URL at: https://www.rhim3gnesitaindia.com/
uploads/pdf/208pdctfile_policyondividenddistribution.pdf

TRANSFER TO RESERVES

The Board has decided to retain the entire amount of profit for FY25
in the distributable retained earnings.

MATERIAL CHANGES AND COMMITMENT AFFECTING
THE FINANCIAL POSITION

There are no material changes affecting the financial position of
the Company, subsequent to the close of the FY25 till the date of
this Report.

CONSOLIDATED FINANCIAL STATEMENT

The consolidated financial statements of the Company and its
subsidiaries for FY25 have been prepared in compliance with the
applicable provisions of the Act and as stipulated under Regulation
33 of SEBI Listing Regulations as well as in accordance with the
Indian Accounting Standards notified under the Companies (Indian
Accounting Standards) Rules. 2015. The audited consolidated
financial statements together with the Independent Auditor's Report
thereon form part of this Annual Report.

Pursuant to Section 129(3) of the Act. a statement containing
the salient features of the Financial Statement of the subsidiary
companies are attached in Form AOC-1 as Annexure-I.

Further, pursuant to the provisions of Section 136 of the Act. the
Company will make available the said financial statement of
the subsidiary companies upon a request by any Member of the
Company or its subsidiary companies. These financial statements of
the Company and the subsidiary companies will also be kept open
for inspection by any member. The members can send an e-mail to
investors.india@rhimagnesita.com upto the date of the AGM and
the same would also be available on the Company's website URL:
https://www.rhim3gnesitaindia.com/investors/financials~reports/
subsidiary-annual-reports

SUBSIDIARY. JOINT ARRANGEMENTS AND ASSOCIATE
COMPANIES

During the year under review, the Company has two subsidiaries i.e.
Intermetal Engineers (India) Private Limited ('Intermetal') and RHI
Magnesita India Refractories Limited ('RHIM Refractories') (together
called as ‘subsidiaries') and one step down subsidiary namely RHI
Magnesita Seven Refractories Limited ('RHIM Seven').

RHIM Refractories is a material subsidiary of the Company in terms of
provisions of SEBI Listing Regulations, as applicable.

The Boards of Directors of RHIM Refractories and RHIM Seven, at
their respective meetings held on February 8, 2024. approved a
Scheme of Merger for the amalgamation of RHIM Seven with and
into RHIM Refractories under the provisions of Section 233 of the
Companies Act. 2013. and the applicable rules framed thereunder.
Subsequently, on July 4. 2025, both companies approved a revised
Scheme of Merger. The merger process is currently underway and
is being pursued in accordance with the prescribed regulatory
framework.

On March 4. 2025. Intermetal entered into a Share Purchase
Agreement ('SPA') with Ashwath Technologies Private Limited
(Ashwath") and its shareholders. Ashwath is engaged in the
manufacturing of special purpose machinery, with a particular focus
on equipment for the metallurgical industry.

Subsequently on August 1. 2025. Intermetal successfully acquired
100% shareholding of Ashwath from its existing shareholders,
thereby completing the acquisition. As a result. Ashwath has

become a wholly owned subsidiary of Intermetal and a step-down
subsidiary of the Company.

The total transaction value, in accordance with the terms of the SPA.
amounted to ? 141.188.690 (Indian Rupees Fourteen Crore Eleven
Lakh Eighty-Eight Thousand Six Hundred and Ninety Only).

The Company does not have any associate or joint venture within the
meaning of Section 2(6) of the Companies Act. 2013 (Act'). There
has been no material change in the nature of the business of the
subsidiary companies.

The policy for determining material subsidiaries of the
Company Is available on the Company's website URL https://
wwv; rh;magnesitaindia.com/uploads/pdf/395pdctfile.
policyonmaterialsubsidiary.pdf

RISK MANAGEMENT

The Board has constituted a Risk Management Committee to frame,
implement, monitor and review the Risk Management policy and to
ensure its effectiveness. Through an Enterprise Risk Management
Program, the business units and the corporate functions address
their short, medium and long terms risks. The Audit Committee
has an additional oversight on the financial risks and controls. Our
risk management approach helps the Board and Management
to understand the risks associated with the adopted strategy,
periodically assess if the strategy is aligned with our risk appetite and
understand how the chosen strategy could affect the Company's
risk profile, specifically the types and amount of risk to which the
Company >s potentially exposed. The assessment, monitoring
and mitigation of key risks to the strategy are core features of the
established risk management approach.

The Company has an established risk management approach with
the provisions of the Companies Act. 2013. and other applicable
provisions with the objective of identifying, assessing, and
controlling uncertainties and risks that could Impact the delivery
of RHIM's strategy. The risk management approach combines top-
down. bottom-up. and deep-dive risk assessments. In 2024. a new
approach to assess the plant health and safety risks was introduced.
This was achieved by applying an externally recognised best practice
framework for Health &. Safety risk assessment.

The risk management approach combines top-down, bottom-up and
deep-dive risk assessments. The bottom-up risk assessment is based
on each of the plants, which maintain ongoing risk management
activity linked to the ISO risk management practices. Deep-dive
risk assessments are performed for areas of emerging or prevailing
risks, included plant operations, fraud management, sustainability,
human rights and trade compliance. The top-down risk assessment
is performed by the management and integrates the information
from the bottom-up and the deep-dive risk assessments to ensure
that the Company risk profile is complete and accurate. This is
then reviewed by the Audit & Risk Management Committee and the
Board of Directors.

Risk management policies and systems are reviewed regularly to
reflect changes in market conditions and the Company's activities.
The Company, through its training and management standards
and procedures, aims to maintain a disciplined and constructive
control environment

The risk assessment process includes five steps, which are
consistently repeated throughout the year to ensure a continuous
risk assessment

Quality. Occupational Health-Safety. Environment and Energy are
considered an integral part of our operations. All statutory legal
regulations were compiled as per government norms. The workplace
risk assessment of hazards is done minimum once in a year and is
reviewed after every year in all the operational plants and extended
to the major suppliers and customer sites atso.

The Quality. Safety. Environmental and Energy audits are being
conducted at regular intervals by internal and external agencies.

The Certification of Integrated Management System (IMS. ISO
9001. 14001. 45001 A 50001) for plants located at 8 different
location across India like Visakhapatnam, Bhiwadi. Cuttack.
Dalmiapuram. Jamshedpur. Kami. Rajgangpur. Khambhalia were
successfully completed The employees involvement in reporting
the unsafe conditions and near misses has been excellent. The
Global Key Performance Indicators (KPls) of preventive rate have
been successfully achieved. The participation of employees in 6S
activities has tremendously changed the work culture and the award
of the 6S trophy every month has increased the competitiveness in
perfect maintenance of a safe workplace.

Now Green House Gase (GHG) emission data evaluation and
implementation plan are in progress across all 8 plants. We are in
process to obtain Extended Producer Responsibility (EPR). for Plastic
waste Management across our functions. This will be significant
effort in sustaining safe environment in all RHIM India functions.

INTERNAL FINANCIAL CONTROL SYSTEMS AND
ADEQUACY

The Company’s internal control systems are commensurate with
the nature of its business, the size and complexity of its operations
and such internal financial controls with reference to the Financial
Statements are adequate.

Please refer to the paragraphs on Internal Control Systems and their
Adequacy In the Management Discussion & Analysis section for
detailed analysis.

HUMAN RESOURCES

The Company upholds strong people and culture policies that align
with its strategic goals and is dedicated to employee development,
offering training programs that foster a diverse talent pool. By
blending experienced professionals with emerging latent. RHIM
drives growth and achieves its business objectives.

RHIM Is committed to fostering a learning environment, providing
both technical and behavioral training based on need assessments.
The organization also implements recognition programs to inspire
and engage employees. A notable initiative is the Culture Champion
program, which reinforces organizational values and fosters a sense
of belonging among employees.

Diversity Is a key focus for RHIM. which diligently works towards
its diversity targets through intentional hiring practices, equal
opportunity creation, and various learning programs for people
managers. The Company utilizes a robust, automated performance

management system, ensuring that all employees have clear goals
to hetp them meet their targets. Each year, the People & Culture
team set increasingly ambitious goals, aiming lo deliver a seamless
employee experience that motivates and supports individual growth.

Please also refer to the paragraphs on Human Resources / Industrial
Relations in the Management Discussion & Analysis section for
detailed analysis.

PREVENTION OF SEXUAL HARASSMENT AND
MATERNITY BENEFIT

At RHIM India, we are committed to providing a safe, respectful, and
inclusive work environment for all employees. We have zero tolerance
for any form of sexual harassment. To uphold this commitment, the
Company has adopted a comprehensive policy in line with the
Sexual Harassment of Women at Workplace (Prevention. Prohibition
and Redressal) Act. 2013 and the Rules framed under it. An Internal
Committee (1C) has been constituted at all office and work locations
to ensure that any complaint of sexual harassment is addressed
promptly, fairly, and confidentially.

During FY25. the Company received four (04) complaints of sexual
harassment (consolidated across alt locations). All complaints
were appropriately resolved in accordance with the Company's
established procedures. No complaint remained pending beyond
90 days.

As of the close of FY25. the Company had a total workforce of
1.624 employees across its operations. This Included 1.547 male
employees. 77 female employees, and no employees identifying
as transgender.

The Company continues to uphold its commitment to diversity and
inclusion, ensuring equal opportunities and a respectful workplace
for alt individuals, regardless of gender identity.

To ensure thorough coverage, the Company launched an e-Learning
module on Prevention of Sexual Harassment at the workplace
and conducted various awareness workshops across multiple
locations. These initiatives on consolidated basis reached around
1.000 individuals, including flexible and temporary staff, blue-
collar workers, and new joiners. Additionally, e-module trainings
on Prevention of Sexual Harassment CPOSH') awareness and
POSH scenario-based assessments are mandatory for all new
white-collar joiners.

Furthermore, a one-day training session was conducted for the
IC members to promote a consistent understanding and broader
impact. In addition, regular IC meetings are held to ensure ongoing
engagement and effectiveness.

The Company affirms its adherence to the Maternity Benefit Act. 1961.
as amended from time to time. During FY25. the Company remained
fully compliant with the provisions of the Act. ensuring that all eligible
female employees were granted the prescribed maternity leave and
benefits in accordance with the applicable legal requirements.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility CCSR') Policy
of the Company and the initiatives undertaken by the Company
on CSR activities during the year in the format prescribed in the
Companies CCSR Policy’) Rules. 2014 are set out in Annexure-ll of
this Report. The CSR Policy is available on Company's website at
URL: ^r,t;ps://www.rhim3gnesitainai3.com/uplcads/pdf/215pdctfile_
Dolicyforcorporatesocialresponsibility.pdf

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment / Re-appointment

As reported earlier. Mr. Kamal Sarda (DIN: 03151258) and
Ms. Sonu Chadha (DIN: 00129923) were appointed as Additional and
Non-Executive independent Directors on the Board of the Company
with effect from August 14. 2024 and August 13.2024. respectively.
Their appointments as Independent Directors were approved by the
Members at the 14th Annual General Meeting held on September 27.

2024. for a term of five years-Mr. Sarda for his first term from August
14. 2024 to August 13. 2029 (both days inclusive), and Ms. Chadha
for her second consecutive term from August 13. 2024 to August 12.
2029 (both days inclusive).

As also reported earlier, the tenure of Dr. Vijay Sharma (DIN:
00880113). Chairman and Independent Director, concluded on
November 11. 2024. Upon completion of his tenure. Dr. Sharma also
tendered his resignation from the directorship of all subsidiary and
step-down subsidiary companies.

During the period under review, Mr. Erwin Jankovits(DlN: 07089589)
resigned from the directorship of the Company with effect from
November 7.2024. citing personal reasons.

The Board of Directors places on record its deep appreciation for
the long-standing association, insightful guidance, and valuable
contributions made by Dr. Sharma and Mr. Jankovits during their
respective tenures with the Company. The Board remains committed
to maintaining the highest standards of corporate governance and
expresses its sincere gratitude to the outgoing Directors for their
dedicated service and leadership.

Following the conclusion of Dr. Sharma's tenure. Mr. Parmod Sagar
(DIN- 06500871). Managing Director & CEO. was appointed as the
Chairman of the Company. Accordingly, with effect from November
12 2024. Mr. Parmod Sagar holds the designation of Chairman.
Managing Director & Chief Executive Officer (CMD).

Mr. Priyabrata Panda (DIN: 07048273) was appointed as an
Additional and Non-Executive Independent Director on the Board
of the Company with effect from May 28. 2025. His appointment
as an Independent Director for a term of five years, from May 28.
2025 to May 27. 2030 (both days inclusive), was approved by the
shareholders through postal ballot.

As communicated earlier. Mr. Azim Syed (DIN: 10641934) was
appointed as the Chief Financial Officer of the Company with effect
from May 1. 2024. Subsequently, he was appointed as an Additional
and Whole-Time Director on the Board with effect from May 28.

2025. He was designated as Whole-Time Director and Chief
Financial Officer of the Company. His appointment as Whole-Time
Director, liable to retire by rotation, for a period of five years, from May
28. 2025 to May 27. 2030 (both days inclusive), was also approved
by the shareholders through postal ballot.

Further, the shareholders through postal ballot approved the
re-appointment of Mr. Nazim Sheikh (DIN: 00064275) as an
Independent Director for a second consecutive term of five years,
from November 3. 2025 to November 2.2030 (both days inclusive).

All the above appointments and re-appointments were approved
by the shareholders of the Company through postal ballet on
July 24.2025.

In accordance with provisions of the Act and the Articles of
Association of the Company. Ms. Ticiana Kobel. Non-Independent &
Non-Executive Director (DiN: 09850411) is liable to retire by rotation
at this AGM and is eligible for re -appointment

The disclosures required pursuant to Regulation 36 of the SEBI
Listing Regulations and the Secretarial Standards on General
Meeting CSS-21 are given in the Notice of AGM. forming part of the
Annual Report.

Independent Directors

In terms of Section 149 of the Act and the SEBI Listing Regulations.
Mr. Nazim Sheikh. Ms. Sonu Chadha. Mr. Kamal Sarda and
Mr. Priyabrata Panda are the Independent Directors of the Company
as on the date of this Report.

All Independent Directors of the Company have given declarations
under Section 149(7) of the Act. that they meet the criteria of
independence as laid dov/n under Section 149(6) of the Act and
Regulation 16{D(b) of the SEBI Listing Regulations. In terms of
Regulation 25(8) of the SEBI Listing Regulations, the Independent
Directors have confirmed that they are not aware of any circumstance
or situation, which exists or may be reasonably anticipated, that
could impair or impact their ability to discharge their duties with
an objective independent judgement and without any external
influence. The Independent Directors of the Company have
undertaken requisite steps towards the inclusion of their names in
the data bank of Independent Directors maintained with the Indian
Institute of Corporate Affairs, in terms of Section 150 read with Rule
6 of the Companies (Appointment and Qualification of Directors)
Rules. 2014.

In the opinion of the Board, the Independent Directors possess the
requisite expertise and experience and are persons of high integrity
and repute. They fulfill the conditions specified In the Act read
alongwith the Rules made thereunder and are independent of the
Management.

Key Managerial Personnel

In terms of Section 203 of the Companies Act 2013. the Key
Managerial Personnel ('KMPs') of the Company during FY 25 were
as follows:

• Mr. Parmod Sagar. Chairman. Managing Director & CEO

• Ms. Vijaya Gupta. Chief Financial Officer (up to April 30. 2024)

• Mr. Azim Syed. Chief Financial Officer (with effect from
May 1.2024)

• Mr. Sanjay Kumar. Company Secretary and Compliance Officer

During the year under review, there were no changes in the KMPs of
the Company other than those mentioned above.

MEETINGS OF THE BOARD

The Board of Directors held five (5) meetings during FY25.

For details, please refer to the Report on Corporate Governance,
which forms part of this Report

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and
make informed decisions in line with the delegated authority.

The following Committees constituted by the Board function
according to their respective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholders' Relationship Committee

• Risk Management Committee

• Fund Raising Committee

• Functional Committees

Details of composition, terms of reference and number of meetings
held in FY25 for the aforementioned committees are given in the
Report on Corporate Governance, which forms a part of this Report.
Further, during the year under review, all recommendations made
by the various committees have been considered and accepted
by the Board.

BOARD EVALUATION

The annual evaluation process of the Board of Directors, individual
Directors and Committees was conducted in accordance with the
provision of the Act and the SEBI Listing Regulations.

The Board evaluated its performance after seeking inputs from alt
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. The above criteria are
broadly based on the Guidance Note on Board Evaluation issued by
the SEBI.

The Chairman of the Board had one-on-one meetings with the
Independent directors and the Chairman of Nomination and
Remuneration Committee CNRC') had one-on-one meetings with
the Executive and Non-Executive Non-Independent Directors. These
meetings were intended to obtain Directors' inputs on effectiveness
of the Board/ Committee processes.

The Board and the NRC 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.

In a separate meeting of Independent Directors, performance of
Non-Independent Directors and the Board as a whole was evaluated.
Additionally, they also evaluated the performance of Chairman
of the Board, taking into account the views of Executive and Non-
Executive Directors in the aforesaid Meeting. The Board also
assessed the quality, quantity and timeliness of flow of information
between the Company Management and the Board that is necessary
for the 8oard to effectively and reasonably perform their duties. The
above evaluations were then discussed in the Board Meeting and
performance evaluation of Independent directors was done by the
entire Board, excluding the Independent Director being evaluated.

FAMILIARISATION PROGRAMME FOR INDEPENDENT
DIRECTORS

Please refer to the Paragraph on Familiarisation Programme in the
Corporate Governance Report for detailed analysis.

POLICY ON DIRECTORS’ APPOINTMENT AND
REMUNERATION

The Company's Policy on directors' appointment and remuneration
and other matters provided in Section 178(3) of the Act (salient
features) has been briefly disclosed hereunder and in the Report on
Corporate Governance, which is a part of this Report.

Selection and procedure for nomination and appointment
of Directors

The NRC is responsible for developing competency requirements for
the Board based on the industry and strategy of the Company. The
Board composition analysis reflects in-depth understanding of the
Company. Including its strategies, environment, operations, financial
condition and compliance requirements.

The NRC conducts a gap analysis to refresh the Board on a
periodic basis, including each time a Director's appointment or
re-appointment is required. The NRC reviews and vets the profiles
of potential candidates vis-a-vis the required competencies,
undertakes due diligence and meeting potential candidates, prior to
making recommendations of their nomination to the Board.

Criteria for determining qualifications, positive attributes and
independence of a Director

In terms of the provisions of Section 178(3) of the Act. and Regulation
19 of the SEBI Listing Regulations, the NRC has formulated the criteria
for determining qualifications, positive attributes and independence
of Directors, the key features of which are as follows:

• Qualifications - The Board nomination process encourages
diversity of thought, experience, knowledge, age and gender.
It also ensures that the Board has an appropriate blend of
functional and industry expertise.

• Positive Attributes - Apart from the duties of Directors as
prescribed in the Act. the Directors are expected to demonstrate
high standards of ethical behavior, communication skills and

independent judgment. The Directors are also expected to abide
by the respective Code of Conduct as applicable to them.

• Independence - A Director will be considered independent if
he / she meets the criteria laid down in Section 149(6) of the Act.
the Rules framed thereunder and Regulation )6(1)(b) of the SEBI
Listing Regulations.

It is affirmed that the remuneration paid to Directors. KMPs and
employees is as per the Remuneration and Nomination Policy of
the Company.

The Remuneration and Nomination Policy for directors, key
managerial personnel and other employees is also available on
the Company's website URL: https://www.rhimagn6sitaindi3.com/
uploads/pdf/219pdctfite_remunerationandnomination policy.pdf

During the year under review, there has been no change to the
remuneration policy.

VIGIL MECHANISM

The Company is committed to conducting its operations with
fairness and transparency, upholding the highest standards
of professionalism, honesty, integrity, and ethical conduct. In
alignment with the RHI Magnesita Code of Conduct, any actual or
potential violation, regardless of how minor or perceived, is treated
with utmost seriousness The active role of employees in identifying
and reporting such violations is both valued and essential.

Pursuant to Section 177(9) of the Act a vigil mechanism was
established for directors and employees to report to the management
instances of unethical behavior, actual or suspected, fraud or
violation of the Company's code of conduct or ethics policy. The
vigil mechanism provides adequate safeguards against victimization
and multiple channels for reporting concerns including an option
for escalations, if any, to the Chairperson of the Audit Committee of
the Company.

During the year under review, the Company has received complaints
under the said mechanism, the details of which is tabulated below:

The policy of vigil mechanism is available on the Company's
website at URL https://www.rhimagnesitaindia.com/uploads/
pdf/221pdctfile_whistleblowerpolicy.pdf

AUDIT

Statutory Audit

M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration
No. 012754N/N500016). were re-appointed as the Statutory Auditors
of the Company for a tenure of five (5) years commencing from the
conclusion of the 12th AGM of the Company until the conclusion of
the 17th AGM of the Company to be held in the year 2027.

The Statutory Auditor's Report does not contain any qualifications,
reservations, adverse remarks or disclaimers.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules. 2014 and amended Regulation 24A of the SEBI
Listing Regulations, the Board has based on the recommendation
of Audit Committee approved appointment of Mr. Naresh Verma of
M/s. Naresh Verma and Associates. (Membership No. FCS : 5403),
a Peer Reviewed firm as Secretarial Auditors of the Company for a
period of five years, i.e.. from April 1.2025 to March 31.2030. subject
to approval of Shareholders of the Company at the ensuing AGM.
The Report of the Secretarial Auditor for FY25 is annexed herewith as
Annexure-lll. The said Secretarial Audit Report does not contain any
qualification, reservations, adverse remarks or disclaimer.

Secretarial Audit Report of Material Unlisted Subsidiary

As per regulation 24(A) of SEBi Listing Regulations, a listed company
is required to annex the secretarial audit report of its material unlisted
subsidiary in India to its Annual Report. RHIM Refractories has been
identified as Material Unlisted Subsidiary of the Company in India
for FY25 and accordingly the Company is annexing the Secretarial
Audit Report of RHIM Refractories as Annexure-IV.

Cost Audit &. Cost Records

As per Section 148 of the Act. the Company is required to have
the audit of its cost records conducted by a Cost Accountant. The
Board of Directors of the Company has on the recommendation of
the Audit Committee, approved the appointment of M/s. K G Goyal
& Associates. Cost Accountants {Firm Registration No. 000024) as
the Cost Auditors of the Company to conduct cost audits for relevant
products prescribed under the Companies (Cost Records and Audit)
Rules. 2014 for FY26. M/s. K G Goyal & Associates have, under
Section 139(1) of the Act and the Rules framed thereunder furnished
a certificate of their eligibility and consent for appointment.

The Board on recommendations of the Audit Committee have
approved the remuneration payable to the Cost Auditor, subject to
ratification of their remuneration by the Members at this AGM The
resolution approving the above proposal is being placed for approval
of the Members in the Notice for this AGM.

The cost accounts and records of the Company are duly prepared
and maintained as required under Section 148(1) of Act-

Internal Auditors

The Board on recommendations of the Audit Committee has
appointed M/s. Chaturvedi & Partners as Internal Auditors for the
FY 25 under Section 138 of the Companies Act. 2013 and they have
completed the internal audit as per the scope defined by the Board.
M/s. Chaturvedi &. Partners was re-appointed as Internal Auditors of
the Company for FY 26.

CONSERVATION OF ENERGY. TECHNOLOGY
ABSORPTION & FOREIGN EXCHANGE EARNING
AND OUTGO

The information on conservation of energy, technology absorption
and foreign exchange earnings and outgo stipulated under Section
134(3Xm) of the Act. read along with Rule 8 of the Companies
(Accounts) Rules. 2014. :s annexed herewith as Annexure - V.

PARTICULARSOF EMPLOYEES AND REMUNERATION

Disclosure pertaining 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 is annexed to the Report as Annexure-VI.

A statement containing particulars of top 10 employees and
particulars of employees as required under Section 197(12) of the
Act read with Rule 5(2) and (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules. 2014 is provided as
a separate Annexure forming part of this report. In terms of proviso
to Section 136(1) of the Act. the Report and Accounts are being sent
to the Shareholders, excluding the aforesaid Annexure. The said
Statement is also open for inspection. Any member interested in
obtaining a copy of the same may write to the Company Secretary at
investOTS_ind>u®rhimagnssita.com, None of the employees listed in
the said Annexure are related to any Director of the Company.

CORPORATE GOVERNANCE

Pursuant to Regulation 34 of the SEBI Listing Regulations. Report on
Corporate Governance along with the certificate from a Practicing
Company Secretary certifying compliance with conditions of
Corporate Governance is annexed to this Report as Annexure-VII.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies
(Management and Administration) Rules. 2014. the Annual Return
for FY25 is uploaded on the website of the Company and the
same Is available on https://www.rnimagnesitaincia.com/investors/
financials-ieports/annual-retums.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations,
the Business Responsibility and Sustainability Report CBRSR')
on initiatives taken from an environmental, social and
governance perspective, in the prescribed format is available as a
separate section of the Annual Report and is also available on
the Company's website URL: https://www.rhimagnesitaindia.com/
investors/hnancials-reports/business-responsibility- report.

OTHER DISCLOSURES

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company
during the FY25 with related parties were valued on an arm's length
basis and in the ordinary course of business and approved by the
Audit Committee consisting of Independent Directors. Certain
transactions, which were repetitive in nature, were approved through
omnibus route.

As per the SEBI Listing Regulations, if any Related Party Transactions
CRPT') exceeds ? 1.000 crore or 10% of the annual consolidated
turnover as per the last audited financial statement whichever is
lower, would be considered as material and would require Members
approval. The Company obtained shareholders' approval on January
19. 2022. for entering into material related party transactions with
RHI Magnesita GmbH, a Fellow Subsidiary Company, amounting to
? 100.000 lakh for FY 22 and onwards. The approved value of such
transactions is subject to a yearly increase of 30% up to FY 26.

However, there were no material transactions of the Company
with any of its related parties during the year in terms of Section
134 read with Section 188 of the Companies Act. 2013. Therefore,
the disclosure of the Related Party Transactions as required under
Section I34(3(h) of the Act in Form AOC-2 is not applicable to the
Company for FY25 and. hence the same is not required to be provided.

The details of RPTs during FY25. including transaction with person
or entity belonging to the promoter/ promoter group which hold(s)
10% or more shareholding in the Company are provided in the
accompanying financial statements.

During FY25. the Non-Executive Directors of the Company had no
pecuniary relationship or transactions with the Company other than
sitting fees and reimbursement of expenses, as applicable.

Pursuant to the requirements of the Act and the SEBI Listing
Regulations, the Company has formulated a policy on
RPTs and is available on Company's website URL at:

https://www.rhimagnesitaindia.com/uploads/pdf/218pdctfile_

policyforielatedpartyt'ansactlons-pdf

PARTICULARS OF LOANS. GUARANTEES OR
INVESTMENTS

During FY25. the Company has not given loan, guarantee or make
any investment to any of its subsidiaries, joint ventures, associates
companies and other body corporates and persons. Details of loans,
guarantees and investments as per Section 186 of the Act. have been
disclosed in the financial statements.

DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work
performed by the internal, statutory, cost, secretarial auditors and
external agencies, including audit of internal controls over financial
reporting by the Statutory Auditors and the reviews performed by
Management and the relevant Board Committees, including the
Audit Committee, the Board Is of the opinion that the Company's
internal financial controls were adequate and effective during FY25.

Accordingly, pursuant to Section 134(5) of the Act. the Board of
Directors, to the best of their knowledge and ability, confirm that:

a. in the preparation of the annual accounts, the applicable
accounting standards have been followed and that there are no
material departures:

b. they have selected such accounting policies and have 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 period:

c. they 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. they have laid down internal financial controls to be followed by
the Company and such internal financial controls are adequate
and operating effectively.

e. they have prepared the annual accounts on a going concern
basis and

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

Please refer to the paragraph on Internal Control Systems and their
Adequacy in the Management Discussion and Analysis report (or
detailed analysis.

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance
with the provisions of all applicable Secretarial Standards issued by
the Institute of Company Secretaries of India and that such systems
are adequate and operating effectively.

INVESTOR EDUCATION AND PROTECTION FUND

Refer Corporate Governance Report para on 'Transfer of unclaimed
/ unpaid amounts / shares to the Investor Education and Protection
Fund for details on transfer of unclaimed/unpaid amount/shares to
Investor Education and Protection Fund'.

GENERAL

Your Directors state that no disclosure or reporting is required in
respect of the following matters, as there were no transactions or
developments relating to these items during the financial year
under review:

• No significant or material orders were passed by any Regulators.
Courts, or Tribunals that would impact the going concern status
of the Company or its future operations. However. Members'
attention is drawn to the Statement on Contingent Liabilities and
Commitments in the Notes to the Financial Statements.

• No fraud has been reported by the Auditors to the Audit
Committee or the Board of Directors.

• During the year under review there is no change in the share
capital of the Company.

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

• No proceedings are pending or were initiated under the
Insolvency and Bankruptcy Code. 2016. during the year or as at
Ihe end of FY25.

• There were no instances of one-time settlement with any bank
or financial institution.

• The Company has not accepted any deposits, nor are there any
unclaimed deposits or interest thereon requiring disclosure.

• The Company has not issued any equity shares with differential
rights as to dividend, voting, or otherwise.

• No shares, including sweat equity shares, have been issued
under any Employee Stock Option Scheme or similar scheme, as
no such scheme exists in the Company.

• No company has become or ceased to be a subsidiary, joint
venture, or associate company during the year.

ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all the employees
of the Company for their contribution towards the Company's
performance. The Directors would also like to thank the members,
employee unions, customers, dealers, suppliers, bankers,
governments and all other business associates for their continuous
support to the Company and their confidence in its management.

On behalf of the Board of Directors
Parmod Sagar

Chairman. Managing Director & CEO
(DIN: 06500871)

Gurugram. August 8. 2025