Directors Report of RHI Magnesita India Ltd.

Mar 31, 2025

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)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue tram operations	289.186.01	282.40945	367.449.50	378.110.40
Total expenditure before finance cost, depreciation and amortization	250.838.11	240.356.97	319.641.28	323.515.74
Operating Profit	38.347.90	42.052.48	47.908.22	54.594.66
Add: Other income	525.54	742.89	2.607.05	1.096.26
Profit beforo finance cost, depreciation, amortization, exceptional items and taxes	38.873.44	42.795.37	50.515.27	55.690.92
Less: Finance Costs	1.071.77	1.60310	4.25?.25	& 415.32
Profit before depreciation, amortization, oxcoptional Items and taxes	37.801.67	41.192.27	46.258.02	49.27560
Less: Depreciation and Amortization Expenses	7.715.33	6,814.85	19.992.21	18.248.56
Profit before exceptional items and tax	30.086.34	34.377.42	26.265.81	31.027.04
Less: Exceptional Item	-	30.936.00	-	32.577.63
Profit/iLoss) before taxes	30.086.34	3.441.42	26.265.81	(1.550.59)
Less: Total Tax Expense	7.786.05	8.978.94	6.014.53	8.460.35
ProfitZ(Loss) for the year (A)	22.300.29	(5.537.52)	20.251.28	(10.010.94)
Total other comprehensive (Loss) (8)	(30.51)	(5.72)	(78.46)	(132.52)
Total comprehensivo IncomeZ(Loss) for tho year (C=A 4 B)	22.269.78	(5.543.24)	20.172.82	(10.143.46)
Less: Share of Profit of Nor-Controlling Interest	-	-	-	33.67
Total Comprehensive Income /(Loss) attributable to the Company/ the Company along with its subsidiaries		.	20.172.82	00.177.13)
Retained Earnings: Balance brought forward from the previous year	27.034.46	37.740.24	21.404.76	33,966.01
Add: Profit/(Loss) for the year attributable to the Company/ the Company along with its subsidiaries	22.30029	(5.537.52)	20.251.28	(10.044.56)
Add: Other Comprehensive (Loss) attributable to the Company/ tho Company along with its subsidiaries recognized in Retained Earnings	(30.ST)	(5.72)	(78.46)	(132.57)
Add: Transaction with non-controlling Interest	-	-	-	2.778.42
Dividend on Ordinary Shares	5.162.54	5.162.54	5.162.54	5.162.54
Total Appropriations	5.162.54	5.162.54	5.162.54	5.162.54
Retained Earnings: Balance to be carried forward	44.141.70	27.034.46	36.415.04	21.404.76

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
[email protected] 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:

Number of complaints received during the year	Number of complaints resolved during the year	Number of complaints remaining unresolved/ undergoing Investigation as on March 31.2025
14"	13	1

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

---

Mar 31, 2024

Your directors have great pleasure in presenting the 14^th Annual Report of RHI Magnesita India Limited (“the Company” or “RHIM” or “RHIM India”) along with the Company''s audited financial statements (standalone & consolidated) for the Financial Year (“FY”) ended 31 March 2024 (herein after known as “period under review”).

1. FINANCIAL RESULTS

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

(Amount in J Lacs)

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-231
Revenue from operations	282,409.45	248,836.87	378,110.40	272,626.65
Total expenditure before finance cost, depreciation and amortization	240,356.97	212,318.55	323,515.74	236,639.21
Operating Profit	42,052.48	36,518.32	54,594.66	35,987.44
Add: Other income	742.89	1,303.98	1,096.26	1,487.62
Profit before finance cost, depreciation, amortization, exceptional items and taxes	42,795.37	37.822.30	55,690.92	37.475.06
Less: Finance Costs	1,603.10	2,060.72	6,415.32	3,946.74
Profit before depreciation, amortization, exceptional items and taxes	41,192.27	35,761.58	49,275.60	33,528.32
Less: Depreciation and Amortization Expenses	6,814.85	4,177.88	18,248.56	7,090.06
Profit before exceptional items and tax	34,377.42	31,583.70	31,027.04	26,438.26
Less: Exceptional Item	30,936.00	66,068.22	32,577.63	66,068.22
(Loss)/Profit before taxes	3,441.42	(34,484.52)	(1,550.59)	(39,629.96)
Less: Total Tax Expense	8,978.94	8,194.47	8,460.35	6,935.26
(Loss)/Profit for the year (A)	(5,537.52)	(42,678.99)	(10,010.94)	(46,565.22)
Total other comprehensive (Loss) (B)	(5.72)	(41.05)	(132.52)	(19.26)
Total comprehensive (Loss)/Income for the year (C=A B)	(5,543.24)	(42,720.04)	(10,143.46)	(46,584.48)
Less: Share of Profit of Non-Controlling Interest	-	-	33.67	45.50
Total Comprehensive (Loss)/Income attributable to the Company/ the Company alongwith its subsidiaries	-	-	(10,177.13)	(46,629.98)
Retained Earnings: Balance brought forward from the previous year	37,740.24	84,485.19	33,966.01	84,620.90
Add: (Loss)/Profit for the year attributable to the Company/ the Company alongwith its subsidiaries	(5,537.52)	(42,678.99)	(10,044.56)	(46,610.54)
Add: Other Comprehensive (Loss)/Income attributable to the Company/ the Company alongwith its subsidiaries recognized in Retained Earnings	(5.72)	(41.05)	(132.57)	(19.44)
Add: Transaction with non-controlling interest	-	-	2,778.42	-
Dividend on Ordinary Shares	5,162.54	4,024.91	5,162.54	4,024.91
Total Appropriations	5,162.54	4,024.91	5,162.54	4,024.91
Retained Earnings: Balance to be carried forward	27,034.46	37.740.24	21,404.76	33,966.01

2. FINANCIAL PERFORMANCE

On Standalone basis, the revenue from operations has been increased from I 248,836.87 Lacs to I 282,409.45 Lacs during the current financial year 2023-24 registering the growth of 13.49% as compared to the previous FY 2022-23. Further, during the current financial year 2023-24, the profit/(loss) before tax (PBT) on revenue increased from I (34,484.52) Lacs to I 3,441.42 Lacs. Further, the loss after tax on revenue decreased from I (42,678.99) Lacs to I (5,537.52) Lacs.

On Consolidated basis, the revenue from operations has been increased from I 272,626.65 Lacs to I 378,110.40 Lacs during the current financial year 2023-24 registering the growth approx. 38.69% as compared to the previous financial year. Further, during the current financial year 2023-24, the loss before tax on revenue decreased from I (39,629.96) Lacs to I (1,550.59) Lacs. Similarly, the loss after tax on revenue decreased from I (46,565.22) Lacs to I (10,010.94) Lacs.

3. MANAGEMENT DISCUSSION AND ANALYSIS

Forward looking statement

Statements in this Management Discussion and Analysis of Financial Condition and Results of Operations of the Company describing the Company''s objectives, expectations or predictions may be forward looking within the meaning of applicable securities laws and regulations. Forward looking statements are based on certain assumptions and expectations of future events.

The Company cannot guarantee that these assumptions and expectations are accurate or will be realized. The Company assumes no responsibility to publicly amend, modify or revise forward looking statements, on the basis of any subsequent developments, information or events. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include changes in government regulations, tax laws, economic developments within the country and such other factors within India and globally.

The financial statements are prepared as per the IND AS guidelines and comply with the applicable Accounting Standards notified under Section 211(3C) of the Act read with the Companies (Accounting Standards) Rules, 2015. The management of RHIM India has used estimates and judgments relating to the financial statements on a prudent and reasonable basis, in order that the financial statements, reflect in a true and fair manner, the state of affairs and profit for the year.

The following discussions on our financial condition and result of operations should be read together with our audited consolidated financial statements and the notes to these statements included in the annual report. Unless otherwise specified or the context otherwise requires, all references herein to “we", “us", “our", “the Company", “RHIM" are to RHI Magnesita India Limited

About the Company

RHIM India holds the position as a premier manufacturer and supplier of top-tier refractory products, systems, and solutions

crucial for high-temperature processes surpassing 1,200°C across diverse industries such as steel, cement, nonferrous metals, and glass. Its offerings encompass Magnesia and Alumina-based bricks and mixes tailored for major industrial clients, alongside specialty refractory items like Isostatic products and Slide Gates. The Company prides itself on being the foremost refractory market leader in India and has established a robust global reputation for delivering superior-quality products.

The organizational structure of RHI Magnesita India Limited was established following the integration of three former Indian subsidiaries of the global RHI Magnesita group (RHI Magnesita N.V. and its subsidiaries) — RHI Clasil Private Limited, RHI India Private Limited, and Orient Refractories Limited in 2021. This integration aimed to synergize, simplify, and consolidate the strengths of these entities, enabling them to serve customers more efficiently as a unified entity. The merger positioned the Company as the largest manufacturer of refractory products in India, offering a comprehensive range of refractory solutions for the Indian market. This includes capabilities spanning from innovation, research, and development (R&D) to production, marketing, sales, installation, services, monitoring, and recycling of refractories.

RHIM''s products and services are divided into two operational divisions, each catering to specific customer industries. The first division focuses on supplying products and services to the steel industry, known as the “Steel Division”. The second division serves industries such as cement and lime, non-ferrous metals, chemicals, energy, glass, and others, referred to as the “Industrial Division”.

Steel Division

In fiscal year 2024, the Steel Division constituted approximately 76% of RHIM''s revenue from operations. RHIM provides an extensive array of refractory products under its Steel Division, allowing the Company to offer holistic solutions to fulfill the refractory needs of steel manufacturers. Refractory management service contracts represent a substantial segment of the Steel Division''s revenue, contributing around 33% in fiscal year 2024.

Industrial Division

Demand for refractories in non-steel industries follows a longer replacement cycle, where customers in the cement and lime sectors typically conduct annual maintenance to replace rotary kiln refractories. On the other hand, customers in nonferrous metals and glass industries may only require refractory replacements for lined equipment every ten years. RHIM aimed to provide a diversified local market solution for this segment by acquiring the Indian refractory business of Dalmia Bharat Refractories Limited (DBRL), part of the Dalmia Bharat Group. This acquisition, detailed elsewhere in the report, provides RHIM with a well-diversified product and end-industry mix.

Tailored Customer Solutions

Historically, the Company has served its domestic and international customers primarily through its own facilities, supplemented by facilities within the broader RHI Magnesita Group for certain additional international customers. Its revenue

streams encompass sales within India of products manufactured by the Company, sales outside India of its own products, sales within India of imported products from other entities within the global RHI Magnesita group, and services rendered to the larger RHI Magnesita Group. RHIM places a strong emphasis on research and development (R&D), supported by a state-of-the-art R&D center in Bhiwadi. This center leverages the global R&D expertise and experience of its parent company. Given the varying requirements and specifications across customer facilities, RHIM''s R&D efforts are directed toward customizing products and services according to customer needs, with a continuous focus on innovation and improvement.

As of the current date, the Company possesses and manages eight production facilities in India, inclusive of its subsidiaries, with a combined refractory production capacity of approximately 525 KTPA. These modern manufacturing facilities are strategically situated in Bhiwadi (Rajasthan), Jamshedpur (Jharkhand), Visakhapatnam (Andhra Pradesh), Cuttack (Odisha), Rajgangpur (Odisha), Khambhalia (Gujarat), Dalmiapuram (Tamil Nadu) and Katni (Madhya Pradesh). Additionally, RHIM, via its subsidiary Intermetal Engineers (India) Private Limited, manages a plant in Mumbai dedicated to manufacturing metallurgical equipment.

The Company maintains a strong commitment to sustainable manufacturing practices, in line with the approach of the global RHI Magnesita group. Aligned with efforts to minimize its environmental footprint, the group focuses on achieving net-zero emissions, investing in innovative technologies, enhancing recycling initiatives, improving energy efficiency, transitioning to sustainable fuels, and utilizing renewable electricity sources. RHIM intends to capitalize on the Group''s investments in these areas and enhance its own processes to reduce CO₂ emissions in refractory production.

Strengths:

RHIM exhibits several core strengths that solidify its position as a reputable leader in the refractory industry and enable it to capitalize on opportunities within the swiftly expanding Indian market:

A. Brand Trust and Operational Excellence Post-Merger:

RHIM benefits from the esteemed brand reputation, industry relationships, and technical expertise of the global RHI Magnesita group, which boasts a remarkable 189-year track record and a presence in over 125 countries. Leveraging the resources of the global RHI Magnesita group, RHIM has established a robust operational platform that enables efficient and effective service delivery to customers.

B. Leading Position in the Indian Refractory Market:

Following the integration of three Indian subsidiaries of the global RHI Magnesita group and the recent acquisition of two leading refractory companies in India, RHIM India has solidified its position as a premier manufacturer and supplier of high-grade refractory products and solutions in India. With an expanded manufacturing capacity and a diverse customer base spanning industries such as steel,

cement and lime, non-ferrous metals, and glass, RHIM is well-positioned to capitalize on the substantial growth opportunities within the Indian refractory market.

C. Comprehensive Product Portfolio and Heat Management Solutions: RHIM distinguishes itself with a wide range of refractory products and services catering to major customer industries in India. Unlike competitors specializing in specific product ranges or customer segments, RHIM offers a comprehensive “one-stop-solution" for refractory products and solutions. The Company''s capabilities extend from innovation and Research and Development to raw material recycling, production, marketing, installation, and monitoring. This comprehensive portfolio enables RHIM to capture various touchpoints in the refractory value chain and foster long-term customer relationships.

D. Strong Focus on R&D: R&D is a pivotal focus for RHIM as it endeavors to develop optimized and tailored products and solutions to meet diverse customer requirements. Leveraging the global R&D expertise and technical experience of the global RHI Magnesita group, RHIM''s R&D activities primarily occur at its dedicated center in Bhiwadi, Rajasthan. These efforts encompass the customization of refractory products and the exploration of innovative technologies. Through ongoing R&D initiatives, RHIM aims to enhance customer satisfaction, drive product quality improvements, and maintain a competitive edge in the market.

E. Extensive Manufacturing Capacity with Sustainable Practices: RHIM''s eight refractory manufacturing facilities strategically located across key steel and cement producing markets in India represent the widest refractory production footprint in the country. These facilities feature state-of-the-art machinery and employ modern automation technologies to ensure the production of high-quality refractories. The Company also demonstrates its commitment to sustainable manufacturing practices, aligning with the global RHI Magnesita group''s vision of achieving net-zero emissions. By investing in new technologies, increasing recycling efforts, improving energy efficiency, and adopting environmentally friendly practices, RHIM aims to reduce its environmental impact while maintaining operational excellence.

In conclusion, RHIM''s strengths in brand reputation, operational platform, market positioning, product portfolio, R&D capabilities, and manufacturing capacity solidify its position as a trusted leader in the refractory industry. With a strong foothold in the fast-growing Indian market and a commitment to innovation and sustainability, RHIM is poised for continued success and growth.

Strategic Initiatives:

A. Synergies from Acquisitions: RHIM aims to capitalize on the acquisitions of the Indian refractory business of DBRL and the refractory business of Hi-Tech Chemicals to create enduring value for its stakeholders. By integrating the acquired businesses'' local expertise with the support of the global RHI Magnesita group, RHIM seeks to optimize

manufacturing operations, reduce import-related costs, and broaden its product portfolio. The Company will pursue cross-selling and upselling opportunities to enhance market share in domestic and export markets.

B. Expansion and Upgrading of Manufacturing Capacities:

RHIM plans to enhance its local manufacturing capabilities to efficiently meet the growing demand from existing and new customers. This involves achieving operational excellence, productivity improvement, and performance enhancement of the manufacturing capacities at existing facilities and newly acquired plants. Automation initiatives are underway to improve efficiency, and facility-specific upgrades will be implemented based on ongoing assessments. The objective is to streamline production processes and align manufacturing practices with those of the global RHI Magnesita group.

C. Utilization of Existing R&D Capabilities: RHIM will continue to prioritize Research and Development to customize products and meet customer requirements effectively. The Company will leverage the R&D capabilities of the global RHI Magnesita group to facilitate technology transfers and develop high-quality products in India. With increasing demand from steel customers for green steel production, RHIM will focus on increasing its share of production and sale of recycling while developing more carbon-efficient products locally.

D. Expansion of Solutions Contract Business: The Company aims to grow its solutions contract business by increasing the proportion of revenue derived from services. RHIM plans to offer a comprehensive range of refractory products and services as a “one-stop-solution" to various industries. Through targeted marketing and business development activities, RHIM aims to deepen collaboration between the technical marketing team and the sales team to showcase the full range of capabilities to potential customers for transitioning to full line solution contracts.

E. New Business Development: With the recent acquisitions, opportunities have emerged in less leveraged industry segments such as Iron Making and Direct Reduced Iron (DRI). RHIM is building a dedicated sales and technical experts'' team from existing resources to focus on developing the Company''s business in these promising segments.

By implementing these strategic initiatives, RHIM intends to

reinforce its position as a leading player in the Indian refractory

market, seize growth opportunities, and deliver long-term value

to its stakeholders.

Opportunities & Threats:

RHIM presents several compelling growth opportunities:

A. Strong Global Presence: The Company has established a prominent position in its sector both domestically and globally, solidifying a robust global presence that bolsters its competitive advantage.

B. Diversified Product Portfolio: RHIM, especially following the integration of the Indian refractory business of DBRL and the refractory business of Hi-Tech Chemicals, possesses a

diverse range of products, enabling effective catering to a wide range of end applications. This versatility enhances the Company''s capability to address the specific needs of various industries.

C. Favorable Domestic Industry Growth: The domestic market''s user industries, such as steel and cement, are experiencing significant growth overall. This favorable trend creates an enabling environment for RHIM to capitalize on the rising demand for refractory products, positioning the Company for increased market share and improved profitability.

D. Synergies from Inorganic Expansion: The Company has pursued initiatives in inorganic expansion, expected to yield synergistic benefits. By leveraging strategic acquisitions and partnerships, RHIM can drive overall growth and unlock new business development opportunities.

RHIM faces several significant threats that warrant careful

consideration:

A. Competition from Commodity Traders: The Company operates within a highly competitive market and contends with established global refractory players. Maintaining market share and profitability may pose challenges amid aggressive competition, necessitating continuous innovation and differentiation.

B. Integration Challenges with Recent Acquisitions:

Successful integration of recent acquisitions is pivotal for RHIM''s growth and operational efficiency. We are in the process of integrating our processes and systems, which could impact our ability to operate seamlessly and will require a training curve across the organization. Additionally, global supply chain challenges, such as fluctuating freight prices, may affect our performance and hinder the realization of synergies.

C. Unfavorable Macroeconomic and Policy Changes: The

business environment is susceptible to macroeconomic fluctuations and policy changes that can affect the refractory industry. Unexpected economic downturns, shifts in government regulations, or geopolitical instability could present risks and disrupt business operations.

D. Volatility in Raw Material Prices & Supply chain disruption: RHIM relies on raw materials such as magnesite and alumina, the prices of which can be volatile. Fluctuations in raw material prices can influence the Company''s cost structure, profitability, and pricing competitiveness. The recent supply chain challenges was also evident of a threats due to Singapore blockade or red sea crisis have impacted our business in terms of lead time to bring the raw materials or finished goods on time but with increased costs. Despite RHIM has long term contracts with our sea freight providers, such disruptions along with geopolitical uncertainty brings challenges to have a smoother operations.

RHIM proactively monitors and strategizes to mitigate these risks

and uphold a competitive advantage in the refractory market.

The global steel market stands at a pivotal juncture, having reached a valuation of US$ 942.3 billion in 2023, and is poised for substantial growth, with forecasts projecting a robust expansion to US$ 1,279 billion by 2032. This trajectory reflects a Compound Annual Growth Rate (CAGR) of 3.3% during the forecast period spanning from 2024 to 2032. Such anticipated growth is underpinned by a confluence of factors propelling demand and fostering innovation across diverse sectors, positioning steel as a cornerstone of industrial and economic development worldwide.

Market Analysis:

Market Growth and Size: The global steel market is experiencing steady growth, owing to its indispensable role in critical industries such as construction, automotive, and infrastructure development. The market''s resilience amidst economic fluctuations underscores its enduring value and adaptability to evolving market dynamics.

Major Market Drivers: Key drivers fueling the market''s growth include heightened construction activities across residential and commercial sectors globally, coupled with significant advancements in steel manufacturing technologies. These advancements are enhancing product quality, driving efficiency gains, and expanding the applicability of steel across a spectrum of end-user industries.

Key Market Trends: A notable trend shaping the market landscape is the increasing adoption of high-strength and lightweight steel variants, particularly evident in the automotive and aerospace sectors. This strategic shift is driven by imperatives for enhanced fuel efficiency, reduced emissions, and improved performance, aligning with stringent regulatory standards and consumer preferences.

Geographical Trends: Geographically, Asia Pacific remains a dominant force in the global steel market, propelled by extensive infrastructural developments and robust manufacturing activities. Concurrently, North America is emerging as a fastgrowing market, characterized by a heightened focus on recycling and sustainable steelmaking practices, reflecting regional shifts towards environmental stewardship and resource efficiency.

Competitive Landscape: The competitive landscape of the global steel market is marked by significant investments in research and development to foster innovation, improve product quality, reduce production costs, and mitigate environmental impacts. Key market players are actively pursuing strategic initiatives to fortify their market positions and drive sustainable growth.

Challenges and Opportunities:

Challenges: The industry faces challenges stemming from volatile raw material prices, stringent environmental regulations, and the imperative for continuous technological advancements to mitigate carbon footprints. Navigating these challenges

requires proactive strategies and agile responses from industry stakeholders.

Opportunities: Amidst challenges, opportunities abound for market players to innovate in recycling techniques, develop new materials, and expand into emerging markets. Strategic initiatives focused on sustainability, efficiency gains, and market diversification are instrumental in overcoming challenges and unlocking growth prospects.

Emerging trends underscore steel''s integral role in shaping modern industries. The automotive sector, for instance, is witnessing a transformative shift towards electric and autonomous vehicles, driving demand for advanced steel solutions that offer strength, safety, and sustainability. Similarly, the defense industry''s demand for high-performance steel alloys for military applications underscores the material''s criticality in ensuring national security and technological superiority.

Technological advancements continue to redefine the steel market landscape. From digitalization and automation in manufacturing processes to the integration of artificial intelligence and data analytics, the industry is embracing innovation to optimize efficiency, reduce costs, and enhance product quality.

In conclusion, the global steel market''s outlook remains positive and dynamic, characterized by steady growth, transformative trends, and strategic imperatives for sustainability and innovation. Continued investments in R&D, market diversification, and strategic partnerships are pivotal in navigating challenges, seizing opportunities, and sustaining the steel industry''s enduring relevance in the global economy.

Source: IMARC Services Pvt Ltd. (https://www.imarcgroup. com/steel-market & https://www.linkedin.com/pulse/global-steel-map-comprehensive-overview-regional-trends-expectations-bquac/)

Indian Steel Market Outlook

The Indian steel industry continues to showcase resilience and growth potential, with an estimated market size of 135.81 million tons in 2024, projected to reach 209.93 million tons by 2029 at a CAGR of 6% to 9%. Despite challenges posed by the COVID-19 pandemic, the sector witnessed a strong recovery driven by the gradual reopening of end-user industries and government initiatives to curb the spread of the virus.

Key drivers bolstering the Indian steel market include robust policy support from the Indian Government, substantial investments in the sector, increasing urbanization, and heightened spending on construction and infrastructure projects. These factors are anticipated to fuel market expansion during the forecast period, reflecting a positive outlook for the industry.

However, the industry faces challenges such as low per capita steel consumption and high production costs, leading to decreased profit margins for manufacturers. Price fluctuations have also impacted importers, contributing to market volatility.

Despite these challenges, the industry is poised for growth with initiatives focusing on hydrogen-based steel manufacturing and the potential for increased trade and investment opportunities.

India Steel Market Market Size in Million Tons CAGR 9.18%	209.93
135.81
Source: Mordor Intelligence

Foreign Direct Investment (FDI) has played a significant role in boosting investments in the steel industry, with policies allowing 100% FDI via the automatic route. Between April''2000 and September''2023, Indian metallurgical industries attracted FDI inflows of US$ 17.40 billion, reflecting investor confidence and opportunities for expansion.

India stands as the second-largest producer of crude steel globally, with notable achievements in steel production. For instance, in FY24, the production of crude steel and finished steel reached 94.01 million tons and 88.81 million tons, respectively. The Steel Authority of India Limited (SAIL) recorded its best-ever annual production, highlighting the industry''s capacity and growth potential.

Looking ahead, the industry anticipates significant growth driven by post-COVID-19 economic recovery plans, investments in key sectors like infrastructure, transportation, and affordable housing. The government''s focus on increasing steel capacity and promoting specialty steel production through schemes like the Production-Linked Incentive (PLI) scheme is expected to stimulate investment and create additional capacity.

India''s abundant iron ore reserves, easy availability of low-cost manpower, and ongoing industry consolidation further strengthen its position in the global steel market. Continued government support, strategic investments, and technological advancements are pivotal in shaping the Indian steel industry''s trajectory, paving the way for sustainable growth and competitiveness on the global stage.

Source: (https://www.mordorintelligence.com/industry-

reports/india-steel-market & https://www.ibef.org/ download/1707292065_Steel-December-2023.pdf)

The Indian cement industry stands as a cornerstone of the nation''s infrastructure and construction sectors, ranking as the world''s second-largest cement producer. With an installed capacity of 570 million metric tonnes per annum (MTPA) and a production of 298 MTPA, the industry plays a pivotal role in driving economic growth and development across various sectors.

In FY24, India''s cement production is projected to grow by 7-8%, fueled by investments in infrastructure and mass residential projects. The industry has witnessed substantial capacity expansion, with installed capacity growing by 61% from 353 MT in FY12 to 570 MT in FY23, reflecting a robust trajectory of growth and development.

Private players dominate the Indian cement market, accounting for 98% of the total capacity, with the top 20 companies contributing around 70% of the total production. The industry is characterized by large plants, with 210 large cement plants boasting a cumulative installed capacity of over 410 MT, complemented by over 350 mini cement plants with an estimated production capacity of nearly 11.10 MT.

Geographically, the concentration of cement production is significant in South and West India, particularly in states like Andhra Pradesh, Rajasthan, and Tamil Nadu, where 77 out of the total 210 large cement plants are situated.

Market projections indicate a positive outlook for the Indian cement sector, with Crisil Ratings forecasting the addition of approximately 80 MT capacity by FY24, the highest in a decade. This growth is attributed to increased spending on housing and infrastructure activities, coupled with initiatives like the National Infrastructure Pipeline (NIP), which introduces projects worth I 102 lac crore for the next five years.

Government initiatives such as the ''PM Gati Shakti - National Master Plan (NMP)'' for multimodal connectivity and substantial investments in infrastructure, including roads, railways, and ports, are expected to drive cement demand in the coming years. The industry''s focus on green practices and sustainability, coupled with technological advancements, positions Indian cement manufacturers among the world''s greenest and most efficient producers.

Opportunities in sectors like housing, dedicated freight corridors, ports, and other infrastructure projects are key drivers of growth, attracting investments and fostering innovation within the industry. The ongoing expansion plans of major players like UltraTech Cement, Adani Group, and Shree Cement further underscore the industry''s dynamism and potential for continued expansion and development.

In conclusion, the Indian cement industry remains poised for sustainable growth, supported by robust demand from infrastructure and real estate sectors, government initiatives, and a commitment to environmental sustainability and technological advancement.

Source: (https://www.ibef.org/download/1707217962_

Cement-December-2023.pdf)

Global Refractory Market Outlook

The global refractories market is poised for significant growth, projected to reach around USD 51.46 billion by 2033, expanding from USD 32.98 billion in 2023 at a steady CAGR of 4.60% during the forecast period from 2023 to 2033.

60 54 48 42 36 30 24 18 12 6 rv		$32.98		$34.33		$35.77								$ 42.58
															I I		.
		2023		2024		2025				2027		2028						2031		2032		2033
																						_

Figure 1: Refractories Market Size 2023 - 2033 (USD Billion) Source: https://www.precedenceresearch.com/refractories-market

The Asia-Pacific region, with a refractories market size of USD 20.26 billion in 2023, is projected to reach USD 43.56 billion by 2033, registering a CAGR of 8.00% from 2024 to 2033. The region''s growth is fueled by ambitious goals in coal-power capacity, particularly in China under its 14^th Five-Year Plan (2021-2025). A healthy steel, cement, and manufacturing sectors, coupled with significant infrastructure development and a construction boom, are key drivers for growing demand for refractory materials in high-temperature processes and insulation applications.

The subdued demand for refractories observed in North America and Europe during 2023 persisted throughout the first half of 2024, with no catalyst visible to alter the trend for the remainder of the year. These main drivers for the development in these markets were high inflation, monetary tightening, and energy price volatility as well as geopolitical challenges in Europe. Stringent environmental regulations and sustainability objectives have driven the adoption of more advanced and sustainable refractory materials. These materials contribute to energy efficiency improvements and are further supported by ongoing infrastructure projects and a resurgence in manufacturing activities in these geographies.

Despite the macroeconomic weakness affecting many western nations and developed economies, the structural drivers of the refractory market remain intact and we are confident that refractories will participate in any form of long term GDP growth. Refractory products play a crucial role across industries providing thermal insulation and protection from corrosion and are therefore critical in the manufacturing process of iron, steel, glass and cement, as well as petrochemical and non-ferrous metals sectors like copper. Innovation to solve mankind''s biggest challenges, for example the global energy transition, will drive long term growth and development in the refractories industry.

Source: (https://www.precedenceresearch.com/refractories-market & https://www.fortunebusinessinsights.com/ refractories-market-103287 & https://worldsteel.org/media/ press-releases/2024/worldsteel-short-range-outlook-april-2024/)

Indian Refractory Market Outlook

India''s aggressive domestic manufacturing and infrastructure development targets have catalyzed the growth of the refractory industry, driven by increasing global demand for Indian steel. The government''s emphasis on manufacturing and infrastructure is propelling the refractory sector forward. Refractories are indispensable for high-temperature processes across various sectors such as steel, cement, glass, non-ferrous metals, and petrochemicals. They play a crucial role in ensuring the efficiency and quality of products in these industries.

Initiatives like Atmanirbhar Bharat underline the importance of self-reliance, although the refractory industry still heavily relies on raw material imports. Post-Covid, India has emerged as a major sourcing hub for refractory products. The industry''s growth trajectory suggests a potential shift from global to Indian raw materials, enhancing domestic manufacturing and strengthening India''s position as a global manufacturing powerhouse.

The government''s initiatives to increase steel capacity and substantial investments in infrastructure development position the refractory sector at the forefront of India''s manufacturing narrative. The sector supports high-temperature processes, contributing directly to India''s manufacturing ambitions, fostering sustainable growth, and bolstering the nation''s industrial competitiveness globally.

Despite promising prospects, the industry faces challenges such as volatile commodity prices, high dependency on raw material

imports, and limited domestic sourcing due to geological and technological constraints. However, by leveraging favorable market conditions and addressing these challenges through strategic planning and innovation, the Indian refractory industry is poised for sustained growth.

This unprecedented growth potential underscores the critical role of refractories in steel and cement manufacturing, as well as in the production of other materials requiring high-temperature processes. Refractories are essential for lining furnaces and equipment, ensuring the smooth operation and efficiency of these industrial processes. In essence, the production of steel, cement, glass, aluminum, copper, and other metals and nonmetals would be impossible without refractory materials.

Financial & Operational Performance

Snapshot of FY24 on consolidated basis

- The Total Revenue from Operations was 1 3,78,110 Lacs as in FY24 as compared to 1 2,72,627 Lacs for FY23, with a change of 39% driven by a strong increase in volume.

- The adjusted EBITDA* was 1 57,825 Lacs as in FY24 as compared to 1 43,877 Lacs for FY23, with a change of 32%.

- The operating cash flow is 1 27,060 Lacs, the capital expenditure (CAPEX) is 1 8,004 Lacs.

- The adjusted earnings earnings per share (EPS) is 1 11.99 per share

- The proposed dividend per share is 1 2.50 per share.

- The net debt to adjusted EBITDA ratio is 0.76.

''Adjusted EBITDA is profit before tax excluding depreciation, amortization, finance cost and one timer expenses of 12,134 Lacs. Adjusted EPS is computed after reducing impact of impairment loss of goodwill and one timer expenses.

Internal Control Systems & Adequacy

The Board evaluates the effectiveness of the internal financial, operational, and compliance controls, as well as the risk management framework. RHI Magnesita India adheres to corporate governance regulations, with the Board assessing the operational efficiency of internal controls throughout the year and making recommendations when appropriate. Regular discussions between the Board and the Audit & Compliance Committee have addressed improvements in the internal control systems, both implemented and planned.

These systems have been in place throughout 2023 and up to the date of this report and are based on the three lines of defense model, supported by an end-to-end process model and a delegation of authority''s structure reflecting the responsibility for risk management and internal controls at all management levels.

The Company has a dedicated risk management approach and an internal control framework for its financial reporting process and the preparation of financial statements. These systems include policies and procedures to ensure that adequate accounting records are maintained, and transactions are recorded accurately and fairly, allowing for the preparation of financial statements in accordance with applicable accounting standards.

Human Resources

RHI Magnesita India Ltd. maintains robust people and culture policies aligned with its strategic objectives. The Company is committed to developing its employees, offering training programs to cultivate a diverse talent pool. By combining experienced and young professionals, RHIM drives growth and achieves its business goals. As on 31 March 2024, the Company had a workforce of 3,383 (permanent and contractual).

Outlook

India is the highest growth major market for refractories globally, with a forecast of 6-9% CAGR. RHI Magnesita India Limited is well-positioned to leverage on this opportunity for a sustainable and profitable growth in the coming years, backed by a comprehensive strategy focused on both organic and inorganic initiatives. The refractory industry is anticipated to witness substantial expansion, driven by key end-user industry such as steel, cement, and glass, among others, in line with India''s economic and infrastructure development trajectory.

The government''s ambitious targets, including reaching a US$ 7 trillion economy by fiscal year 2030 and achieving 300 million tonnes of steel production by 2030, coupled with initiatives like Atmanirbhar Bharat, provide a strong foundation for economic growth. These factors create a conducive environment for increased demand for refractory products aligning with RHIM''s market leadership position and local-for-local manufacturing strategy under the ''Make in India'' initiative.

RHIM''s recent acquisitions, including the integration of the Indian refractory business of DBRL into RHI Magnesita India Refractories Limited and the acquisition of the refractory business of Hi-Tech Chemicals, have significantly expanded the Company''s production capacity and diversified its product portfolio. These strategic moves enhance RHIM''s ability to cater to a broader range of end applications and customer segments effectively.

The Company''s operations in west and south India, supported by a well-established production footprint, strategically position RHIM to serve these regions efficiently. Leveraging a strong industrial product offering, RHIM aims to optimize its go-to-market portfolio by providing comprehensive solutions across all segments and industries. Cross-selling opportunities are expected to drive revenue growth as synergies from the acquisitions materialize.

RHIM is focused on optimizing its cost structure through initiatives such as fixed cost optimization, resource bundling, and leveraging economies of scale. These efforts are aimed at improving the cost baseline and enhancing profitability, reflecting the Company''s commitment to operational excellence and efficiency.

Looking ahead, RHIM plans to capitalize on its strong global presence, diversified product portfolio, localization of imported products, and favorable domestic industry growth. Anticipated synergies from inorganic expansion, coupled with strategic partnerships and investments, position RHIM for sustained growth and profitability in the Indian refractory industry.

In conclusion, RHI Magnesita India Limited is well-positioned to continue its trajectory of growth, innovation, and market leadership, driving value creation for stakeholders and contributing significantly to India''s refractory sector''s development and success.

4. DIVIDEND

Based on the Company''s performance and other non-financial factors, your directors are pleased to recommend final dividend of I 2.50/- (250%) per equity share having face value of I 1.00/-each for the FY 2023-24.

The dividend payout is subject to approval of members at the ensuing Annual General Meeting (“AGM”).

The recommended dividend shall be paid to those shareholders whose name would appear in the Register of Members as on the record date (i.e., 5 September 2024). The dividend distribution will result in cash outgo of I 5,162.54/- Lacs.

In view of the changes made under the Income Tax Act, 1961 by the Finance Act, 2020, dividend paid or distributed by the Company shall be taxable in the hands of the shareholders. The Company shall, accordingly, make the payment of dividend after deduction of tax at source.

The dividend pay-out is in accordance with the Company''s dividend distribution policy and the policy is available on the weblink https://www.rhimagnesitaindia.com/uploads/ pdf/208pdctfile_policyondividenddistribution.pdf

5. RESERVES

For details on movement in reserves and surplus during FY 2023-24, please refer the statement of changes in equity and note no. 8(b) of standalone financial statements for the period under review.

6. SUBSIDIARY COMPANY, ASSOCIATE & JOINT VENTURE

As on 31 March 2024, 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 was earlier holding 51% of paid-up share capital of RHIM Seven, and on 24 July 2023, it acquired remaining 49% of paid-up share capital of RHIM Seven, consequently, RHIM Seven became the wholly owned subsidiary Company of RHIM Refractories.

RHIM Refractories is material subsidiary of the Company in terms of provisions of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), as may be applicable.

The Board of Directors of RHIM Refractories and RHIM Seven in their respective board meetings held on 8 February 2024 have approved the scheme of merger of RHIM Seven with RHIM Refractories under the provisions of Section 233 of the Companies Act and the rules made thereunder. The aforesaid merger is in process.

The Board of Directors of RHIM Refractories in its board meeting held on 8 February 2024 has approved the proposal to permanently close its manufacturing facility/ unit of RHIM Refractories located at 1174/1 & 1174/2, Joratarai Industrial Area P.O. Mangata Dist.- Rajnandgaon, Chattisgarh- 491441. All the operations at the aforesaid plant have been ceased and a notice abstract to such effect that the plant has closed has been affixed on the notice board of the Plant as on 31 May 2024.

The Company does not have any associate or joint venture within the meaning of Section 2(6) of the Companies Act, 2013 (“Act”). During the period under review, there has been no material change in the nature of business of the subsidiaries or the Company.

The financial statements of the Company including consolidated financial statements along with relevant documents are available on the website of the Company i.e. https://www. rhimagnesitaindia.com/investors/financials-reports/quarterly-financial-results and separate Annual Report including audited financial statements in respect of subsidiaries, are available on the Company''s website at https://www.rhimagnesitaindia.com/ investors/financials-reports/subsidiary-annual-reports

Financial Performance of Subsidiaries Company

The highlights of financial performance of the subsidiaries for FY 2023-24 are as follows:

Sr. no.	Particulars	Intermetal	RHIM Refractories	RHIM Seven
1.	Revenue from operation	665.33	102,443.18	10,090.01
2.	Profit before tax/(loss)	235.06	(35,307.51)	807.40
3.	Profit after tax/(loss)	168.79	(34,506.11)	590.86

In accordance with Section 129(3) of the Act, a statement containing salient features of financial statements of subsidiaries in Form No. AOC-1 is attached to this report as ANNEXURE-I.

7. SHARE CAPITAL STRUCTURE OF THE COMPANY

The share capital structure of the Company as on 31 March 2024, is given below:

Particulars	Change in Issued, Subscribed and Paid-up Share capital during FY 2023-24
Authorized Share Capital (as on 31 March 2024)	I 308,000,000.00/- constituting of 308,000,000 equity shares of I 1/- each.
Issued, Subscribed and Paid-up Share Capital (as on 1 April 2023)	I 187,996,331.00/- constituting of 187,996,331 equity shares of I 1/- each.
Add: Issue & allotment of shares on 6 April 2023	I 15,715,034.00 /- constituting of 15,715,034 equity shares of I 1/- each.
Add: Issue & allotment of shares on 21 June 2023	I 2,790,061.00/- constituting of 2,790,061 equity shares of I 1/- each.
Issued, Subscribed and Paid-up Share Capital (as on 31 March 2024)	I 206,501,426.00/- constituting of 206,501,426 equity shares of I 1/- each.

During the period under review, the share capital of the

Company was changed in the following phases:

A. The members of the Company in their 2^nd Extra Ordinary General Meeting (“EGM”) held on 13 March 2023 approved issuance of securities including equity shares having face value of I 1/- (Rupee One) each through qualified institutional placement for an amount not exceeding I 1,500 Crore (Rupees Fifteen hundred crore). Pursuant to the aforesaid approval of members of the Company, the Fund-Raising Committee of the Board at their meeting held on 6 April 2023 allotted 15,715,034 (One crore fifty seven lac fifteen thousand thirty four) equity shares of I 1/- (Rupee One) each at an issue price of I 572.70/- (Rupees Five hundred seventy two and seventy paisa) each against the share applications received from Fifty seven (57) qualified institutional buyers aggregating to I 900 Crore (approx.) (Rupees Nine hundred crore).

B. The members of the Company through postal ballot on 1 June 2023 approved the issuance of 2,790,061 (Twenty seven lac ninety thousand sixty one) equity shares having face value of I 1/- (One) each at an issue price of I 716.83/-(Rupees Seven hundred sixteen and Paise Eighty three) each to Dutch US Holding B.V. one of the promoter of the Company on preferential basis for an aggregate amounting I 200 Crore (approx.) (Rupees Two hundred crore). Pursuant to the approval of members of the Company, the Fund-Raising Committee of the Board at their meeting held on 21 June 2023, has allotted 2,790,061 (Twenty seven lac ninety thousand sixty one) equity shares of I 1/-(One) each at an issue price of I 716.83/- (Rupees Seven hundred sixteen and eighty three paise) each to Dutch US Holding B.V aggregating I 200 Crore (approx.) (Rupees Two hundred crore). Pursuant to SEBI ICDR Regulations the said issued equity shares are subject to lock-in up to 31 March 2025, further prior shareholding of 79,877,771 (Seven crore ninety eight lac seventy seven thousand seven hundred seventy one) equity shares of Dutch US Holding B.V. were also locked-in up to 31 December 2023 and the same has been released now.

8. PARTICULARS OF LOAN, GUARANTEE AND INVESTMENT

A. Loan & Guarantees

During the period under review, no loans and advance has been given by the Company or provide security in respect of the loan to any firms/ companies in which directors of the Company are interested.

B. Investments

The Company has subscribed 16,975,051 (One crore sixty nine lac seventy five thousand fifty one) equity shares of RHIM Refractories, material wholly owned subsidiary company having face value of I 10/- (Rupees Ten) each offered through right issue at an issue price of I 207/-(Rupees Two hundred seven) aggregating amounting to I 351 Crore (approx.) (Rupees Three hundred fifty one crore). The shares were allotted to the Company on 8 May 2023.

The Company further subscribed 5,072,464 (Fifty lac seventy two thousand four hundred sixty four) equity shares of RHIM Refractories, material wholly owned subsidiary company having face value of I 10/- (Rupees Ten) each at an issue price of I 207/- (Rupees Two hundred seven) aggregating amounting to I 105 Crore (approx.) (Rupees One hundred five crore) on right basis and the shares were allotted to the Company on 11 August 2023.

Details of loans, guarantees and investments as per Section 186 of the Act, have been disclosed in the financial statements.

9. UTILISATION OF FUNDS

During the period under review, the Company has raised and utilized the funds in the manner stated herein below:

A. Issue of shares through qualified institutional placement of J 900 Crore (approx.)

The entire funds raised through qualified institutional placement has been utilized during the financial year

ended 31 March 2024 for the purpose of repayment / pre-payment, in full or in part, of certain outstanding borrowings availed by the Company, investment into one of its subsidiaries, RHIMIRL, for repayment or prepayment, in full or in part, of certain borrowings availed by RHIMIRL and general corporate purposes, as may be permissible under applicable laws) as per the objects stated in notice of Extra-ordinary General Meeting dated 13 February 2023.

B. Issue of shares through preferential allotment of J 200 Crore (approx.)

The entire funds raised through preferential allotment has been utilized during the financial year ended 31 March 2024 for repayment / prepayment, in full or in part, of certain outstanding borrowings availed by the Company and interest thereupon. Investment into one of the Subsidiaries, i.e. RHIMIRL and General Corporate Purpose as per the objects stated in Postal Ballot Notice dated 29 April 2023.

There has not been any deviation in the utilization of proceeds of qualified institutional placement and preferential allotment from the objects as approved by the shareholders of the Company.

10. STATEMENT ON STATE OF COMPANY''S AFFAIRS

Details on the state of affairs of the Company has been covered under the Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of Listing Regulations.

11. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Board is ultimately responsible for maintaining effective corporate governance, which includes the Company''s risk management approach, the Company''s system of internal controls, and the Company''s internal audit approach. The Board reviews the effectiveness of the system of internal financial, operational, and compliance controls, and the risk management framework. The Board examines whether the system of internal controls operates effectively throughout the year and will make recommendations when appropriate.

These systems have been in place throughout the year and up to the date of this report. They are based on the three lines of the defense model, supported by an end-to-end process model and a delegation of authority''s structure reflecting the responsibility for risk management and internal controls at all management levels.

The Company''s internal control framework is designed to enable the application of the Company''s risk appetite. This typically seeks to avoid or mitigate risks rather than to eliminate the risks associated with the accomplishment of the Company''s strategic objectives. It provides reasonable but not absolute assurance against material misstatement or loss.

The Company has in place a specific risk management approach and an internal control framework in relation to its financial

reporting process and the process of preparing the financial statements. These systems include policies and procedures to ensure that adequate accounting records are maintained, and transactions are recorded accurately and fairly to permit the preparation of financial statements in accordance with the applicable accounting standards.

The Board considers the Company''s risk management and internal control system are appropriate and effective to give reasonable, but not absolute, assurance against material misstatement or loss. Improvements on the internal control systems implemented and planned have been discussed regularly between the Board and Audit & Compliance Committee.

Internal control systems are an integral part of your Company''s corporate governance structure. These have been designed to provide reasonable assurance regarding inter-alia

A. recording and providing reliable financial and operational information.

B. complying with the applicable statutes.

C. safeguarding assets from unauthorized use.

D. executing transactions with proper authorization and ensuring compliance with corporate policies.

E. prevention and detection of frauds/errors and

F. continuous updating of IT systems.

The Company''s management has assessed the effectiveness of the Company''s internal control over financial reporting as of 31 March 2024.

The Audit Committee reviewed the reports submitted by the Management, Internal Auditors, and Statutory Auditors. Based on their evaluation (as defined in Section 177 of the Companies Act, 2013 and Regulation 18 of Listing Regulations), the Committee has concluded that, as of 31 March 2024, the Company''s internal financial controls were adequate and operating effectively.

12. HUMAN RESOURCES

RHI Magnesita India Ltd. upholds strong people and culture policies that align with its strategic goals. The Company is dedicated to employee development, offering training programs that foster a diverse talent pool. By blending experienced professionals with emerging talent, 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 help them meet their targets. Each year, the People & Culture team sets increasingly ambitious goals, aiming to deliver a seamless employee experience that motivates and supports individual growth.

13. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all contracts / arrangements / transactions entered by the Company with related parties were in ordinary course of business and on an arm''s length basis, the Company has not entered into any contracts /arrangements / transactions with related parties which could be considered material in accordance with the Company''s policy on materiality of related party transactions.

The Board of Directors of the Company has approved the criteria for making the omnibus approval by the Audit Committee within the framework of the policy on related party transactions. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and proposed to be entered in the ordinary course of business and at arm''s length during the financial year. All related party transactions are placed before the Audit Committee for review and approval.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC - 2 is not applicable to your Company.

The Company has obtained approval of shareholders, by way of postal ballot for material related party transaction(s) with M/s. RHI Magnesita GmbH, for an amount of I 100,000 Lacs, for the FY 2021-22 and onwards with yearly increase of 30% every year in the value of such transactions up to the FY 2025-26.

The policy on materiality of related party transactions and dealing with related party transactions can be accessed on the Company''s website at the link: https://www.rhimagnesitaindia. com/uploads/pdf/218pdctfile_policyforrelatedpartytransactions. pdf. Members can also refer note 35 and 36 of the standalone financial statements and consolidated financial statements respectively, which set out related party disclosures.

14. CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES

The Company has been carrying out various Corporate Social Responsibility (CSR) activities. These activities are carried out in terms of Section 135 read with Schedule VII of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time-to-time.

The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in ANNEXURE-II of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time.

For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which forms a part of this report. The CSR policy is also available on the Company''s

website at the link: https://www.rhimagnesitaindia.com/uploads/ pdf/215pdctfile_policyforcorporatesocialresponsibility.pdf

15. RISK MANAGEMENT

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 is potentially exposed.

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. The top-down risk assessment is performed by the management and reviewed by the Audit Committee, Risk Management Committee and the Board of Directors. The bottom-up risk assessment is based on each of the operational sites, which maintain ongoing risk management activity linked to the risk management practices. Deep-dive risk assessments are performed for areas of emerging or prevailing risks, which, in the year, included capex, plant operations, fraud management, and sustainability, including energy-related risks and opportunities.

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.

Occupational Health-Safety and Environment 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 once in a year and is reviewed after six months in all the operational plants and extended to the major suppliers and customer sites also. The safety and environmental audits are being conducted at regular intervals by internal and external agencies. The surveillance audit of Integrated Management System (IMS, ISO 9001, 14001 & 45001) for plants located at Visakhapatnam, Bhiwadi and Cuttack were successfully completed and stage-2 audit for plant located at Jamshedpur, and also for plants of subsidiaries company located at Khambhalia, Katni, Dalmiapuram and Rajgangpur is in process. The employees involvement in reporting the unsafe conditions and near misses has been excellent. The Global Key Performance Indicators (KPIs) 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. This year we are in process to implement Energy Management system (ISO 50001) in all our Eight sites which will be a significant step towards Environmental sustainability.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and Articles of Association of the Company, Mr. Gustavo Lucio Goncalves Franco (DIN: 08754857) retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. A resolution seeking shareholders'' approval for his re-appointment along with other required details forms part of the Notice of the AGM.

The Board of Directors, at its meeting held on 14 August 2024, based on recommendation of Nomination and Remuneration Committee (“NRC”), appointed Mr. Kamal Sarda (DIN:03151258), as an Additional Independent Director, not liable to retire by rotation, of the Company. Mr. Sarda shall hold office of Additional Independent Director up to date of ensuing AGM. However, the Company has also received requisite notice, in writing from a member of the Company, proposing his candidature for the said appointment. Accordingly, Board of Directors, based upon the recommendation of the NRC, had recommended the appointment to shareholders for their approval for a period of 5 years w.e.f. 14 August 2024, not liable to retire by rotation, in the ensuing AGM.

The NRC and the Board at their respective meetings have assessed his candidature and are of view that Mr. Kamal Sarda possesses necessary competencies and skill identified by the Board of Directors for effective managing its business.

The Company has received declarations from all Independent Directors of the Company that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Act and under Regulations 16 and 25 of Listing Regulations and there has been no change in the circumstances affecting their status as independent directors of the Company. The Company has also received a declaration from all the independent directors that they have registered their names in the independent director data bank and pass/ exempt requisite proficiency test conducted by Ministry of Corporate Affairs.

In the opinion of the Board, the Independent Directors of the Company are the persons of integrity, expertise and fulfill the conditions as per the applicable laws and are independent of the management of the Company.

During the period under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than receipt of sitting fees and reimbursement of expenses, if any.

The Company recognizes and embraces the importance of a diverse board in its success. Your Company believes that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help to retain its competitive advantage. The brief resumes, justification wherever is applicable, and other details relating to the directors who are proposed to be appointed/ reappointed, as required to be disclosed as per the provisions of the SEBI Listing Regulations/ Secretarial Standard are given in the Annexure to the Notice of the 14^th AGM.

Pursuant to the provisions of Section 203 of the Act, Mr. Parmod Sagar, Managing Director and Chief Executive Officer, Ms. Vijaya Gupta, Chief Financial Officer and Mr. Sanjay Kumar, Company Secretary were KMPs of the Company as on 31 March 2024.

Ms. Vijaya Gupta, Chief Financial Officer & Key Managerial Personnel has resigned from her position effective 30 April 2024. In her stead, Mr. Azim Syed has been appointed as Chief Financial Officer & Key Managerial Personnel w.e.f. 01 May 2024.

Tenure of Dr. Vijay Sharma, Chairman and Independent Director is going to expire on 11 November 2024. Upon completion of his tenure, position of the Chairman would be vacant. Therefore, based on recommendation of NRC, the Board of Directors of the Company in their meeting held on 14 August 2024 appointed Mr. Parmod Sagar, Managing Director & CEO as Chairman of the Company. With effect from 12 November 2024, designation of Mr. Parmod Sagar would be Chairman, Managing Director & CEO.

17. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Company has devised the policy on remuneration and nomination for the selection, appointment and remuneration of the Directors and KMPs and remuneration of other employees who have the capacity and ability to lead the Company towards achieving sustainable development. Salient features of the Company''s policy on remuneration and nomination are as under:

A. Appointment of KMPs and senior management

personnels are subject to the approval of the Nomination and Remuneration Committee and Board of Directors. Remuneration of KMPs and senior management

personnels are decided by the Managing Director on the recommendation by the Whole Time Directors/Executive Directors concerned, where applicable, broadly based on the Remuneration Policy in respect of Whole Time Directors /Executive Directors. Total remuneration of KMPs and senior management personnels comprises of fixed based salary, perquisites, retirement benefit, motivation rewards, bonus and other non-monetary benefits.

B. Non-Executive Directors are paid remuneration in the form of sitting fees for attending the Board Meetings and committee meetings as fixed by the Board of Directors from time to time subject to statutory provisions. While deciding the remuneration of Managing Director and Executive Directors, the Nomination and Remuneration Committee considers pay and employment conditions in the industry, merit and seniority of the person. The Committee encourage the balance between fixed and variable component in the remuneration which are based on the performance to achieve the Company''s target. The term of office and remuneration of whole-time directors are subject to approval of the Board of Directors, shareholders and the limit laid down under the Companies Act,2013 from time to time.

The Nomination and Remuneration Policy of the Company is available on the Company''s website and can be accessed on the Company''s website at the link: https:// www.rhimagnesitaindia.com/uploads/pdf/219pdctfile_ remunerationandnominationpolicy.pdf

18. DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, the work performed by the Internal Auditors, Statutory Auditors and Secretarial Auditors, including the Audit of Internal Financial 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 the FY 2023-24.

Pursuant to Section 134(5) of the Act, the Directors confirm that:

A. in preparation of the annual accounts for the financial year ended 31 March 2024, the applicable Accounting Standards have been followed and there was no material departures.

B. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company as on 31 March 2024, 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 prepared the annual accounts on a going concern basis;

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

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

19. 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 Act and Listing Regulations.

The performance of the board was evaluated by the Board of Directors 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. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 5 January 2017.

In a separate meeting of Independent Directors held on 13 February 2024 performance of Non-Independent Directors, the Board as a whole and 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.

At the Board Meeting that followed the meeting of the Independent Directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

20. AUDITORS AND AUDIT REPORT

A. Statutory Auditors

At the 12th AGM of the Company held on 26 September 2022, M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/N500016) were reappointed as Statutory Auditors to hold office for a period of 5 (five) consecutive years till the conclusion of 17^th AGM to be held in the year 2027. The Auditor''s Report for the FY 2023-24 does not contain any qualification, reservation or adverse remark. The Auditor''s Report is enclosed with the Financial Statements in this Annual Report.

B. Secretarial Auditor

The Board has appointed M/s. Naresh Verma & Associates, Company Secretaries, to conduct Secretarial Audit for the FY 2023-24. The Secretarial Audit Report for the financial year ended 31 March 2024, is appended as ANNEXURE - III to this report.

The Secretarial Audit Report does not contain any qualification, reservation and adverse remarks and the comments given by the Secretarial Auditors in their report are self-explanatory and hence, do not call for any further explanations or comments under Section 204(3) of the Act.

Further, as required under Section 204 of the Act and rules thereunder, the Board has appointed M/s. Naresh Verma & Associates, Company Secretaries, as the Secretarial Auditors for another term to conduct the Secretarial Audit for the FY 2024-25.

As per the requirements of the Listing Regulations, Secretarial Auditors of the unlisted material subsidiary of the Company have undertaken secretarial audit of such subsidiary for financial year ended 31 March 2024. The Secretarial Audit Reports of such unlisted material subsidiary viz. RHI Magnesita India Refractories Limited is appended as Annexure IV and available on Company''s website at: https://www.rhimagnesitaindia.com/investors/ financials-reports/subsidiary-annual-reports

C. Cost Auditors

The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s. K. G. Goyal & Associates, Cost Accountants, (Firm Registration No.: 000024) as Cost Auditors to audit the cost accounts of the Company for the FY 2024-25. As required under the Act, a resolution seeking shareholders'' approval for the remuneration payable to the Cost Auditors forms part of the Notice convening the 14^th AGM.

In accordance with the provisions of Section 148(1) of the Act, read with the Companies (Cost Records & Audit) Rules, 2014, the Company has maintained cost records. The Cost Audit report for the FY 2022-23 was filed with the Ministry of Corporate Affairs on 20 September 2023.

D. Internal Auditors

The Board has appointed M/s. Chaturvedi & Partners as Internal Auditors for the FY 2023-24 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 2024-25.

E. Reporting of fraud by auditors

During the year under review, the Auditors of the Company have not reported any material fraud as specified under Section 143(12) of the Act to the Audit Committee.

21. EXPORT HOUSE STATUS

The Company enjoys the status of “Three Star Export House” for a period of 1 October 2023 to 31 March 2028.

22. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of your Company during the year under review.

23. DISCLOSURES

A. Vigil Mechanism /Whistle Blower Policy

Pursuant to the provisions of Section 177(9) of the Act, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations and in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors had approved the Policy on Vigil Mechanism/ Whistle Blower and the same has been hosted on the website of the Company. Over the years, the Company has established a reputation for doing business with integrity and displays zero tolerance for any form of unethical behaviour. The mechanism under the Policy has been appropriately communicated within and outside the organisation. This Policy inter-alia provides direct access to the Chairperson of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.

The Company reached out to employees through physical/ virtual sessions with an aim of creating greater awareness on this subject. During the year under review, the Company has received six (6) complaints under the said mechanism, the details of which is tabulated below:

Number of complaints received during the year	Number of complaints resolved during the year	Number of complaints remaining unresolved/ undergoing investigation as on 31 March 2024
6 6 nil

The Whistle Blower Policy of the Company has been displayed on the Company''s website at the link: https:// www.rhimagnesitaindia.com/uploads/pdf/221pdctfile_ whistleblowerpolicy.pdf

B. Audit Committee

The composition of the Audit Committee has been given in Corporate Governance Report. All the recommendations made by the Audit Committee were accepted by the Board.

C. Number of Board Meeting

The Board of Directors of the Company met five (5) times in the year, the details of which are provided in the Corporate Governance Report.

D. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo

The particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo, as required to be disclosed under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 are provided in ANNEXURE - V.

E. Annual Return

The Annual Return for the FY 2023-24 is available on Company''s website at https://www.rhimagnesitaindia.com/ investors/financials-reports/annual-returns

F. Particulars of employees and related disclosures

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as ANNEXURE - VI.

G. Corporate Governance Report

The Company has been practicing the principles of good corporate governance over the years. A separate section on corporate governance and a certificate from the Practicing Company Secretary regarding compliance with the conditions of corporate governance as stipulated under the Listing Regulations forms part of this Annual Report.

The Managing Director & CEO and the Chief Financial Officer of the Company have certified to the Board on

financial statements and other matters in accordance with Regulation 17 (8) of the Listing Regulations pertaining to CEO/CFO certification for the financial year ended 31 March 2024. Report on Corporate Governance is annexed herewith as ANNEXURE - VII to this report.

H. Business Responsibility and Sustainability Report

In accordance with the Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) forms a part of this Annual Report as ANNEXURE - VIII describing the initiatives undertaken by the Company from an environmental, social and governance perspective during the year under review.

I. Transfer of amounts to Investor Education and Protection Fund (IEPF)

Details regarding transfer of amounts to IEPF has been given in Corporate Governance Report.

J. Obligation of the Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero-tolerance policy for sexual harassment in the workplace. It has implemented a prevention, prohibition, and redressal policy aligned with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 (POSH Act) including rules made thereunder. This policy covers all women associated with the Company, including permanent, temporary, contractual, and trainee employees, as well as visitors and service providers.

During the year under review, the Internal Committee received one (1) complaint pertains to sexual harassment. As of 31 March 2024, no complaints remain pending or unresolved. Additionally, the Company conducted awareness sessions for employees to enhance understanding of its Sexual Harassment Policy.

The policy may be accessed on the Company''s website at the link: https://www.rhimagnesitaindia.com/uploads/ pdf/210pdctfile_preventionofsexualharassment(posh) ofwomenatworkplace.pdf

K. Compliance with the Institute of Company Secretaries of India (“ICSI") Secretarial Standards

The relevant Secretarial Standards issued by the ICSI related to the Board Meetings and General Meeting have been complied with by the Company.

L. No disclosure or reporting is required in respect of the

following items as there were no transaction on these

items during the year under review:

- Details relating to deposit and unclaimed deposits or interest thereon.

- Issue of equity shares with differential rights as to dividend, voting or otherwise.

- Issue of shares (including sweat equity shares) and Employee Stock Option Scheme of the Company under any scheme.

- No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern and Company''s operation in future

- Details of difference between amount of valuation done at the time of one time settlement and the valuation done while taking loan from banks or financial institutions along with the reasons thereof.

- No application has been made or no proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year or at the end of FY 2023-24.

- Companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year.

- The Company does not fall under the category of large corporate, as defined by SEBI vide its circular SEBI/ HO/DDHS/DDHS-RACPOD1/P/CIR/2023/172 dated 19 October 2023, as such no disclosure is required in this regard.

24. ACKNOWLEDGEMENTS AND APPRECIATION

Your Directors place on record their deep appreciation to the customers, shareholders, suppliers, bankers, business partners/ associates, Central & State Governments and Governments of various countries where we have our operations for their consistent support and encouragement to the Company. I am sure you will join our Directors in conveying our sincere appreciation to all employees of the Company and its subsidiaries for their hard work and commitment. Their dedication and competence have ensured that the Company continues to be a significant and leading player in the refractory industry.

On behalf of the Board of Directors

Dr. Vijay Sharma Chairman

Gurugram, 14 August 2024 (DIN:00880113)

1

The Company consolidated its financial statements with RHI Magnesita India Refractories Limited (formerly known as Dalmia OCL Limited) and RHI Magnesita Seven Refractories Limited (formerly known as Dalmia Seven Refractories Limited) for the first time. The financial information of these companies has been considered in the consolidated financial statements with effect from 5 January 2023 (“date of acquisition") to 31 March 2023 while financial information of Intermetal Engineers (India) Private Limited has been considered for the entire financial year.

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Mar 31, 2023

Your directors have great pleasure in presenting the 13^th Integrated Annual Report of RHI Magnesita India Limited (“the Company” or “RHIM” or “RHIM India") along with the audited standalone & consolidated financial statements of the Company for the financial year (“FY”) ended 31 March 2023 (herein after known as “period under review”).

1. FINANCIAL RESULTS

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

(Amount in '' Lacs)
Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-231	2021-22
Revenue from operations	248,836.87	199,493.59	272,626.65	199,937.33
Total expenditure before finance cost, depreciation and amortization	212,318.55	160,818.03	236,639.21	161,131.84
Operating Profit	36,518.32	38,675.56	35,987.44	38,805.49
Add: Other income	1,303.98	515.68	1,487.62	543.14
Profit before finance cost, depreciation, amortization, exceptional items and taxes	37,822.30	39,191.24	37,475.06	39,348.63
Less: Finance Costs	2,060.72	217.89	3,946.74	217.89
Profit before depreciation, amortization, exceptional items and taxes	35,761.58	38,973.35	33,528.32	39,130.74
Less: Depreciation and Amortization Expenses	4,177.88	3,363.48	7,090.06	3,382.52
Profit before exceptional items and tax	31,583.70	35,609.87	26,438.26	35,748.22
Less: Exceptional Item	(66,068.22)	-	(66,068.22)	-
(Loss)/Profit before taxes	(34,484.52)	35,609.87	(39,629.96)	35,748.22
Less: Total Tax Expense	8,194.47	8,817.55	6,935.26	8,847.78
(Loss)/Profit for the year (A)	(42,678.99)	26,792.32	(46,565.22)	26,900.44
Total other comprehensive (Loss) (B)	(41.05)	(100.60)	(19.26)	(101.36)
Total comprehensive (Loss)/Income for the year (C=A B)	(42,720.04)	26,691.72	(46,584.48)	26,799.08
Less: Share of Profit of Non-Controlling Interest	-	-	45.50	-
Total Comprehensive (Loss)/Income attributable to the Company/ the Company alongwith its subsidiaries	-	-	(46,629.98)	26,799.08
Retained Earnings: Balance brought forward from the previous year	84,485.19	62,298.05	84,620.90	62,326.40
Add: (Loss)/Profit for the year attributable to the Company/ the Company alongwith its subsidiaries	(42,678.99)	26,792.32	(46,610.54)	26,900.44
Add: Other Comprehensive (Loss)/Income attributable to the Company/ the Company alongwith its subsidiaries recognized in Retained Earnings	(41.05)	(100.60)	(19.44)	(101.36)
Less: Transaction costs (stamp duty) on issue of shares, net of tax	-	479.67	-	479.67
Balance which the Board have apportioned as under to:
Dividend on Ordinary Shares	4,024.91	4,024.91	4,024.91	4,024.91
Total Appropriations	4,024.91	4,024.91	4,024.91	4,024.91
Retained Earnings: Balance to be carried forward	37,740.24	84,485.19	33,966.01	84,620.90

2. FINANCIAL PERFORMANCE

On Standalone basis, the revenue from operations has been increased from '' 199,493.59 Lacs to '' 248,836.87 Lacs during the current financial year 2022-23 registering the growth of 24.73% as compared to the previous FY 2021-22. Further, during the current financial year 2022-23, the profit before tax (PBT) on revenue decreased from '' 35,609.87 Lacs to '' (34,484.52) Lacs. Similarly, the profit after tax (PAT) on revenue decreased from '' 26,792.32 Lacs to '' (42,678.99) Lacs.

On consolidated basis, the revenue from operations has been increased from '' 199,937.33 Lacs to '' 272,626.65 Lacs during the current financial year 2022-23 registering the growth approx. 36.35% as compared to the previous financial year. Further, during the current financial year 2022-23, the profit before tax (PBT) on revenue decreased from '' 35,748.22 Lacs to '' (39,629.96) Lacs. Similarly, the profit after tax (PAT) on revenue decreased from '' 26,900.44 Lacs to '' (46,565.22) Lacs.

During the year ended 31 March 2023, PBT has been declined primarily due to impairment loss of investment and goodwill amounting to '' 66,068.22 lacs. For more details, please refer note no. 28 of the standalone and consolidated financial statements of the Company.

3. MANAGEMENT DISCUSSION AND ANALYSIS

RHI Magnesita India is the leading manufacturer and supplier of high-grade refractory products, systems and solutions which are critical for high-temperature processes exceeding 1,200°C in a wide range of industries, including steel, cement, nonferrous metals and glass. This includes Magnesia and Alumina based bricks and mixes for large industrial customers as well as specialty refractory products like Isostatic products and Slide Gates. The Company takes pride in its position as the market leader for refractories in India and has gained a strong reputation globally for its high-quality products.

RHI Magnesita India Limited organization structure was established as a result of the integration of three erstwhile Indian subsidiaries of the global RHI Magnesita group (RHI Magnesita N.V. and its subsidiaries) — RHI Clasil Private Limited, RHI India Private Limited and Orient Refractories Limited in 2021. The integration synergized, simplified and consolidated the strengths of the three companies to serve its customers more efficiently as one combined entity. As a result of the merger, the Company emerged as the largest manufacturer of refractory products in India - a “one-stop-solution” for all refractory products and solutions for the Indian market, with capabilities ranging from innovation and research and development (“R&D”) to production of refractories, product marketing and sales, installation, services, monitoring and recycling.

RHIM products and services are categorized into two operating divisions based on the customer industries they serve: a division for the supply of products and services to the steel industry (the “Steel Division”) and a division for the supply of products and services to the cement and lime, non-ferrous metals, chemicals, energy industries, glass and other industries (the “Industrial Division”).

Steel Division:

In fiscal 2023, the Steel Division accounted for about 88% of RHIM''s revenue from operations. RHIM offers a broad range

of refractory products within its Steel Division, enabling the Company to provide comprehensive solutions to meet the refractory requirements of steel manufacturers. Refractory management service contracts are a significant component of the Steel Division''s revenue, accounting for about 44% in fiscal 2023.

Industrial Division:

Demand for refractories in the non-steel industries operates on a longer replacement cycle, with cement and lime customers typically carrying out annual maintenance to replace rotary kiln refractories, while customers in the non-ferrous metals and glass industries may only need to replace refractory lined equipment every ten years. In order to reduce dependency on imports to serve this segment and to increase the Company''s revenue share in this segment, RHIM completed the acquisition of the Indian refractory business of Dalmia Bharat Refractories Limited (“DBRL”), housing refractories business of Dalmia Bharat Group recently (details given elsewhere in this report) which has a well-diversified product and end-industry mix.

The Company has historically catered to its customers in and outside India through its own facilities, with certain additional customers outside India catered to through facilities operated by the larger RHI Magnesita Group. The revenue streams comprise (i) sales in India of products made by the Company, (ii) sales outside India of products made by the Company, (iii) sales in India of imported products made by other entities of the global RHI Magnesita group, and (iv) services provided by the Company to the larger RHI Magnesita Group. RHIM has a strong focus on R&D with a world-class R&D centre operational in Bhiwadi which benefits from the global R&D and technical expertise and experience of its parent company. As the customers'' requirements and specifications can vary across their facilities, the RHIM R&D is focused on customization of products and services as per customer need, with ongoing innovation and refinement.

As on date, the Company owned and operated 9 (nine) production facilities in India (including its subsidiaries), with an aggregate refractory production capacity of 537 KTPA (approx). These advanced manufacturing facilities are strategically located in Bhiwadi (Rajasthan), Visakhapatnam (Andhra Pradesh), Rajgangpur (Odisha), Khambhalia (Gujarat), Dalmiapuram (Tamil Nadu), Jamshedpur (Jharkhand), Bhilai (Chhattisgarh), Katni (Madhya Pradesh) and Cuttack (Odisha). Additionally, RHIM through its subsidiary Intermetal Engineers (India) Private Limited, operates a plant in Mumbai that manufactures metallurgical equipment.

The Company is committed to sustainable manufacturing practices, aligning with the global RHI Magnesita group''s approach. With a focus on reducing the environmental impact of its operations, the global RHI Magnesita group strives for net-zero emissions, invests in new technologies, increases recycling, improves energy efficiency, switches to greener fuels, and utilizes green electricity. RHIM aims to leverage the Group''s investments in these areas and further develop processes that reduce CO2 emissions in refractory production.

Strengths

RHIM demonstrates several key strengths that establish the

Company as a trusted leader in the refractory industry and position

it to seize opportunities in the rapidly growing Indian market:

a. Trusted brand and strong operational platform postmerger: RHIM benefits from the esteemed brand reputation, industry relationships, and technical expertise of the global RHI Magnesita group, the global leader in refractories with a remarkable 189-year track record and a presence in over 125 countries. Leveraging the resources of the global RHI Magnesita group, RHIM has established a robust operational platform that enables efficient and effective service delivery to customers.

b. Leading player in the fast-growing Indian refractory market: Following the integration of three Indian subsidiaries of the global RHI Magnesita group, and subsequent acquisition of two leading refractory companies in India recently, RHIM has solidified its position as a leading manufacturer and supplier of high-grade refractory products and solutions in India. With an expanded manufacturing capacity and a diverse customer base spanning industries such as steel, cement and lime, non-ferrous metals, and glass, RHIM is well-positioned to capitalize on the substantial growth opportunities within the Indian refractory market.

c. Comprehensive portfolio of products and heat management solutions: RHIM''s business model sets it apart with a wide range of refractory products and services catering to major customer industries in India. Unlike competitors who specialize in specific product ranges or customer segments, RHIM offers a comprehensive “one-stop-solution" for refractory products and solutions. The Company''s capabilities extend from innovation and Research and Development (R&D) to raw material recycling, production, marketing, installation, and monitoring. This comprehensive portfolio enables RHIM to capture various touchpoints in the refractory value chain and foster longterm customer relationships.

d. Strong R&D capabilities: R&D is a key focus for RHIM as it strives to develop optimized and tailored products and solutions to meet the diverse requirements of its customers. Leveraging the global R&D expertise and technical experience of the global RHI Magnesita group, RHIM''s R&D activities are primarily conducted at its dedicated center in Bhiwadi, Rajasthan. These efforts encompass the customization of refractory products and the exploration of innovative technologies. Through ongoing R&D initiatives, RHIM aims to enhance customer satisfaction, drive product quality improvements, and maintain a competitive edge in the market.

e. Extensive manufacturing capacity with a focus on sustainability: The 9 (nine) refractory manufacturing facilities strategically placed across the key steel and cement producing markets in India, RHIM now has the widest refractory production footprint in the country.

The facilities boast state-of-the-art machinery and employ modern automation technologies to ensure the production of high-quality refractories. The Company also demonstrates its commitment to sustainable manufacturing practices, aligning with the global RHI Magnesita group''s vision of achieving net-zero emissions. By investing in new technologies, increasing recycling efforts, improving energy efficiency, and adopting environmentally friendly practices, RHIM aims to reduce its environmental impact while maintaining operational excellence.

In conclusion, RHIM''s strengths in brand reputation, operational platform, market positioning, product portfolio, R&D capabilities, and manufacturing capacity solidify its position as a trusted leader in the refractory industry. With a strong foothold in the fast-growing Indian market and a commitment to innovation and sustainability.

Strategic Initiatives

a. Deriving synergies from the Acquisitions: RHIM aims to leverage the acquisitions of Indian refractory business of DBRL and the refractory business of Hi-Tech Chemicals (details given elsewhere in this report) to create longterm value for its stakeholders. By combining the acquired businesses'' local expertise with the support of the global RHI Magnesita group, RHIM seeks to optimize manufacturing operations, reduce import-related expenses, and expand its product range. Cross-selling and upselling opportunities will be pursued to enhance market share in both domestic and export markets.

b. Expanding and upgrading manufacturing capacities:

The Company plans to improve its local manufacturing capabilities to efficiently meet the growing demand from existing and new customers. This involves achieving operations excellence, productivity and performance improvement of the manufacturing capacities at existing facilities and newly acquired plants. Automation initiatives are underway to improve efficiency, and facility-specific upgrades will be implemented based on ongoing assessments. The goal is to streamline production processes and align manufacturing practices with those of the global RHI Magnesita group.

c. Leveraging existing R&D capabilities: RHIM India will continue to focus on Research and Development to customize products and meet customer requirements effectively. The Company will continue to leverage the R&D capabilities of the global RHI Magnesita group to facilitate technology transfers and develop high-grade products in India. With growing demand from the Steel customers for green steel production, RHIM would increase its attention towards increasing its share of production and sale of recycling as well as develop more carbon efficient products locally.

d. Growing the solutions contract business: The Company aims to expand its solutions contract business, focusing on increasing the proportion of revenue derived from services.

The Company plans to provide a comprehensive range of refractory products and services as a “one-stop-solution" to various industries. Through targeted marketing and business development activities, RHIM aims to deepen collaboration between the technical marketing team and the sales team to showcase the full range of capabilities to potential customers for transitioning to full line solution contracts.

e. New business development: With the recent acquisitions, opportunities in some of the less leveraged industry segments have opened up. This includes Iron Making and Direct Reduced Iron (DRI). A dedicated sales and technical experts'' team is being built from the existing resources to focus on developing the Company''s business in these promising segments.

By implementing these strategic initiatives, RHIM intends to strengthen its position as a leading player in the Indian refractory market, seize growth opportunities, and deliver long-term value to its stakeholders.

Opportunities & Threats

RHI Magnesita India possesses several compelling opportunities for growth:

a. Strong global presence: The Company holds a prominent position in its sector both domestically and globally, establishing a robust global presence that enhances its competitive advantage.

b. Diversified product portfolio: RHIM India, particularly after the integration of the Indian refractory business of DBRL and the refractory business of Hi-Tech Chemicals, boasts a diverse range of products, enabling it to cater effectively to a wide array of end applications. This versatility enhances the company''s ability to meet the specific needs of various industries.

c. Favourable domestic industry growth: Overall the user industries in the domestic market, such as steel and cement, are experiencing substantial growth. This positive trend creates a conducive environment for RHIM to capitalize on the increasing demand for refractory products, positioning the Company for expanded market share and enhanced profitability.

d. Synergies from inorganic expansion: The Company has pursued inorganic expansion initiatives, which are anticipated to yield synergistic benefits. By leveraging strategic acquisitions and partnerships, RHIM can drive overall growth and unlock new business development opportunities.

The Company faces certain significant threats that require careful consideration:

a. Competition from global players: The Company operates in a highly competitive market and faces competition from other established global refractory players. Maintaining market share and profitability may be challenging in the face of aggressive competition, requiring the Company to continuously innovate and differentiate itself.

b. Integration Challenges with Recent Acquisitions: The

successful integration of recent acquisitions is crucial for RHIM India''s growth and operational efficiency. Any difficulties in integrating these acquisitions could impede the realization of synergies and potentially hinder overall performance.

c. Unfavourable macroeconomic and policy changes:

The business environment is subject to macroeconomic fluctuations and changes in policies that can impact the refractory industry. Unforeseen economic downturns, shifts in government regulations, or geopolitical instability could pose risks and disrupt business operations.

d. Volatility in raw material prices: RHIM relies on raw materials like magnesite and alumina, the prices of which can be volatile. Fluctuations in raw material prices can impact the Company''s cost structure, profitability, and pricing competitiveness.

RHIM proactively monitors and strategizes to mitigate risks and maintain a competitive edge in the refractory market.

End User Industry: Overview and Outlook

Refractory products play a critical role in modern industrial high-temperature manufacturing processes, enabling equipment and fixtures such as steel ladles and furnaces, cement rotary kilns, copper converters, and glass furnaces to withstand extreme thermal, mechanical, and chemical stress, ensuring efficient and reliable operations.

Though, refractory products manufactured by RHIM find primary application in high-temperature manufacturing processes within industries such as iron and steel, non-ferrous metals, cement, glass, petrochemicals, energy etc., the demand for refractories is very closely linked to the production of steel and cement.

About 8-10 kg of refractories is used to manufacture one tonne of steel and nearly 0.3-0.6 kg is used for producing one tonne of cement.

In India, refractory consumption in the steel and cement industries has increased with consistent and robust growth in production due to the Make-in-India initiative. Also, the government''s support for products through Atmanirbhar Bharat has boosted production across various industries. Demand for refractories from Steel industry constitutes 70% during the FY 2022-23 as per a CRISIL research. Steel industry is going to remain the key user, with its share increasing 1-2% in fiscal

Steel Industry Overview Global Steel Industry

2028 over fiscal 2022. The share of refractories across end-use industries will not move very differently in fiscal 2028 over fiscals 2022-23. Since steel production will grow at a robust pace in both the domestic and international markets, more refractories will be needed.

The global steel market reached a value of US$ 907 billion in calendar year (“CY”) 2022. The market is predicted to reach a value of US$ 1,077 billion (Source: IMARC) by CY 2028, exhibiting a growth rate (CAGR) of 2.8% during 2023-28. The world crude steel production reached 1,885 million tonnes (mt) in CY 2022 (Source: World Steel).

China remained world''s largest crude steel producer (1,018 mt) followed by India (125.3 mt), Japan (89.2 mt) and the US (80.5 mt), based on rankings released by the World Steel Association in CY 2022. Per capita finished steel consumption in CY 2022 was 221.8 kg for world and 645.8 kg for China. China has been a leader in this industry for quite a long time now, but India has the potential to emerge as a leading global leader with the right strategy and action plan.

Indian steel industry

India is currently the world''s second largest producer of crude steel. The country produced 125.3 million tonnes of crude steel in CY 2022 as against 118.2 million tonnes the previous year. This was mainly fueled by demand from the manufacturing and construction sectors. The government''s support through the Production Linked Incentive (“PLI”) scheme, which has a budget of US$ 847 million, is encouraging planned capacity expansion and the construction of specialty steel capacity. Capacity for domestic crude steel expanded from 142.24 million tonnes per annum (MTPA) in 2018 to 157.58 MTPA in 2022. CRISIL MI&A Research expects net capacity addition of 57-60 MT in next 5-6 years, owing to healthy profitability and debt reduction in the past two fiscals. The share of large players is expected to rise to 67% in fiscal year 2028 from 62% in fiscal year 2022, driven by increased capex on healthy profitability and strong revenue. Ramp-up of acquired assets will also help expand capacities. Production of total finished steel stood at 118.71 MT showing a growth of 6.0% over the year. India was a net exporter of total finished steel. The financial year saw a rally in prices because of higher exports. To improve domestic supply and correct prices, the government imposed an export duty of 15% on steel products in May 2022. Resultantly, exports fell ~50% on-year over April-November 2022. In addition to lower prices, high raw material prices put pressure on margins. In mid-November 2022, the government rolled back the duty.

Multiple factors like the government''s PLI scheme, the ongoing consolidation of the steel industry, implementation of the PM Gati Shakti Yojna. PM Awas Yojana, emergence of the EV market in automobile segment, and the larger infrastructure push by the government through National Infrastructure Pipeline etc. would propel the steel industry growth. The crude steel production is estimated to grow at a CAGR of 6-6.5%.

Indian Cement Industry Overview

In the medium term, capex towards key infrastructure projects such as construction of the remaining stretch of the 25,000 KM (approx.) under the Bharatmala Pariyojana, the government''s target to double the existing metro length, increase the number of airports from 140 to 220 by 2025, and implementation of five river-linking projects will drive healthy cement demand growth in the infrastructure segment. Hence, infrastructure and rural housing (given continued concretization of kutcha houses) will be the key growth drivers.

CRISIL MI&A Research expects cement production to clock a CAGR of 6-7% over fiscal years 2023-28 against a CAGR of 5-6% from over fiscal years 2018-22. Therefore, with the incitement of government''s vision to make India a $5 trillion economy in the next 5 years, the spending on better infrastructure will require more cement production. Furthermore, demand from urban and rural housing, additional capacity plans by large players, PLI implementation, and other schemes will support the increase of cement production in India.

Refractory Industry Overview Global Refractory Industry

The global refractory industry is estimated to have been worth US$ 22-23 billion in 2022. Significant investment has been made in the construction of residential and commercial structures because of increasing urbanization and industrialization, particularly in emerging economies such as China and India. Expansion of the automotive sector in emerging countries has been aided by that country''s increasing need for transport and ongoing road and rail construction. The iron, steel and cement sectors has also grown as a result. With increase in construction activities, demand for the glass industry increased, which eventually had driven the demand for the refractory industry.

Globally, the refractories market size is likely to attain a CAGR of 3.4% by value and is projected to reach US$ 27.4 billion by the end of 2025. Some of the key driving factors for refractories and a boost for refractory product suppliers lie mainly in the evergrowing demand from the iron and steel industry.

Indian Refractory Industry

As per previous market trends, the demand growth for refractories fluctuated from fiscal years 2018-22. Demand for refractories grew at 19% on-year in fiscal year 2020 to approximately 1.4

million tonnes. However, the domestic demand for refractories declined during the pandemic due to difficulty in imports of finished products and challenges in procurement of raw materials. At present, India''s total refractory market is estimated at Rs. 15,000 crore in fiscal year 2022 as per market estimates. Demand for the domestic refractory industry is at approximately 1.5 million tonnes, with a growth rate of approximately 15% on-year in fiscal year 2022. This is due to an increase in the imports of refractories and greater consumption of indigenous production by end-use industries. The sudden hike in the demand growth rate clearly indicates that the industry has overcome the COVID-19 pandemic-era challenges and that businesses have returned to pre-COVID-19 performance.

As per CRISIL research, Indian refractory industry demand to grow at 5.5-6% CAGR in the medium term from fiscal years 2022-28. The increased production of end-use industries of refractories will positively impact demand. Refractories'' demand is estimated to reach approximately 2.1 million tonnes in fiscal year 2028. The growth in demand will be backed by India''s vision of becoming a US$ 5 trillion economy by fiscal year 2027-28 and a US$ 7 trillion economy by 2030. This is boosting the infrastructure, building and construction and automotive industries, which are the key consumers of the end users of

refractories. These industries have started increasing capacities and production to cope with demand as elaborated above.

Outlook

As evident from the above, the refractory industry is poised to grow well over the foreseeable future, on the back of various end sectors such as steel, cement and glass, among others. Factors such as the government''s vision to reach a US$ 7 trillion economy by fiscal year 2030 along with 300 million tonnes of steel production by 2030 and Atmanirbhar Bharat initiatives, are spurring economic and infrastructure development in India. This bodes well for demand for refractory products.

To cater to the expected rise in demand, RHIM is complementing its organic growth with inorganic growth initiatives. The recent acquisitions by the Company not only expand the Company''s production capacity but also diversify its product portfolio, thereby enabling it to cater to more end applications.

The Indian refractory business of DBRL which was transferred to RHI Magnesita India Refractories Limited (formerly known as Dalmia OCL Limited), operates with a well-established production footprint in west and south India, positioning the Company strategically to serve these regions effectively. With a strong industrial product offering, it enhances the go-to-market portfolio by providing comprehensive solutions across all segments and industries. The Company anticipates synergistic benefits from cross-selling opportunities, allowing it to leverage its well-established product offerings to drive revenue growth. Moreover, RHI Magnesita India Refractories Limited aims to optimize its cost structure by leveraging fixed cost optimization, resource bundling, and economies of scale, resulting in an improved cost baseline and enhanced profitability.

The acquisition of the refractory business of Hi-Tech Chemicals enables RHIM to augment its flow control production capacities in India, incorporating market-standard low-pressure technologies. This strategic move not only expands RHIM''s product offerings but also creates significant synergies through cross-selling opportunities. Additionally, RHIM expects to achieve cost synergies by optimizing production processes in collaboration with the Bhiwadi plant.

As the synergies from two recently acquired business start contributing to the overall growth and performance of RHIM, the Company will leverage their operational strengths, expand product portfolios, and capitalize on cross-selling opportunities to achieve economies of scale and drive profitability.

By capitalizing on its strong global presence, diversified product portfolio, localization of imported products, favourable domestic industry growth, and anticipated synergies from inorganic expansion, RHI Magnesita India Limited is well-positioned to continue to grow and strengthen its position as the driving force of the Indian refractory industry.

. DIVIDEND

Based on the Company''s performance and other non-financial factors, your directors are pleased to recommend final dividend of '' 2.50/- (250%) per equity share having face value of

'' 1.00/- each for the FY 2022-23. The payment of final dividend is subject to the approval of the members at their ensuing Annual General Meeting (''AGM''). The recommended dividend shall be paid to those shareholders whose name would appear in the Register of Members as on the record date (i.e., 14 September 2023). The dividend distribution will result in cash outgo of on '' 5,162.53/- Lacs.

In view of the changes made under the Income Tax Act, 1961 by the Finance Act, 2020, dividend paid or distributed by the Company shall be taxable in the hands of the shareholders. The Company shall, accordingly, make the payment of dividend after deduction of tax at source.

The dividend pay-out is in accordance with the Company''s dividend distribution policy and the policy is available on the weblink www.rhimagnesitaindia.com/investors/corporate-governance/policies

5. RESERVES

The Board of Directors has decided to retain the entire amount of profits in the statement of profit and loss. For complete details on movement in reserves and surplus during FY 2022-23, please refer the statement of changes in equity and note 9(b) of standalone financial statements for the period under review.

6. ACQUISITIONS AND TAKEOVERS

During the period under review, the Company has made the following acquisitions/takeovers:

A. Acquisition of the refractory business of Hi-Tech Chemicals Limited situated at Jamshedpur, Jharkhand

On 18 October 2022, the Board of Directors of the Company approved the acquisition of the refractory business of HiTech Chemicals Limited by way of a slump sale on a going concern basis for a cash consideration of '' 62,100 Lacs (approx.) through the Business Transfer Agreement (BTA) executed on 18 October 2022.

On 31 January 2023, the Company has completed the acquisition of the refractory business of Hi-Tech Chemicals Limited for a revised cash consideration of '' 87,937.65 Lacs. For more details, please refer note no. 40 of the financial statements.

The acquired business primarily engaged in manufacturing and suppling refractors, isostatically pressed ceramics, slide gate plates and other allied products and has manufacturing facility in Jamshedpur, Jharkhand.

B. Acquisition of Indian refractories business of Dalmia Bharat Refractories Limited

On 19 November 2022, the Company entered into a Share Swap Agreement (''SSA'') with Dalmia Bharat Refractories Limited (“DBRL”), housing refractories business of Dalmia Bharat Group, for acquiring 82,483,642 equity shares, each fully paid up, having a face value of '' 10/- each, representing 100% of the equity share capital of RHI Magnesita India Refractories Limited (formerly known as Dalmia OCL Limited) (“hereinafter referred as RHIM

(Amount in '' Lacs)
Sr. no.	Particulars	Intermetal	RHIM Refractories*	RHIM Seven*
1	Revenue from operation	533.61	20,738.13	2,835.60
2	Profit before tax/(loss)	239.80	(71,634.66)	347.87
3	Profit after tax/(loss)	178.86	(70,227.01)	259.94

Refractories”), at a consideration of '' 1,708 Crores (approx.) to be paid through issue of and in exchange for 27,000,000 fresh equity shares of '' 1/- each of RHI Magnesita India Limited at a premium of '' 631.5029/- i.e. @ '' 632.5029/- per share through preferential allotment alongwith net debt of '' 443 Crores (approx.) held by RHIM Refractories, subject to closing adjustments.

On 5 January 2023, the Company completed the acquisition of 100% shareholding in RHIM Refractories in terms of SSA. The Company has discharged the consideration by way of issuance and allotment of 27,000,000 fresh equity shares of the Company to DBRL at an issue price Rs. 632.5029 per share as per BTA in accordance with Securities and Exchange Board of India (Issue of Share Capital and Disclosure Requirements), Regulation, 2018 (“SEBI ICDR Regulations”). Further, these shares were recorded at a transaction price of Rs. 877.20 which was prevailing at an acquisition date (i.e. 5 January 2023) as per Indian Accounting Standards ( Ind AS) 103.

By virtue of above said SSA, DBRL has also transferred its 51% shareholding of RHI Magnesita Seven Refractories Limited (formerly known as Dalmia Seven Refractories Limited) (“hereinafter referred as RHIM Seven”) to RHIM Refractories. RHIM Seven was a joint venture between DBRL and Seven Refractories GmbH, Vienna.

On 24 July 2023, RHIM Refractories has acquired from Seven Refractories GmbH, Vienna balance 49% equity shares having face value of '' 10/- each of RHIM Seven for consideration amounting to '' 6,184.75 Lacs in terms of the provisions of Share Purchase Agreement dated 21 April 2023, including amendments thereof read with Share Transfer Agreement dated 17 July 2023.

RHIM Refractories owns (A) four plants situated at (a) Dalmiapuram, Tamil Nadu (b) Khambalia, Gujarat (c) Bhilai, Chhattisgarh and (d) Rajgangpur, Orissa and (B) three mines situated at (a) Bauxite mines at Pilidhar, Devbhumi, Dwarka, Gujarat, (b) Quartzite mines at

Chiraipani,Patrapalli, Raigarh, Chhattisgarh and (c) Quartzite mines at Bhikampali, Kapilapur via Panchagon, Jharsuguda, Odisha. As on date, RHIM Refractories is in the process of transferring abovesaid mines in its name. Further RHIM Seven has one plant situated at Katni, Madhya Pradesh.

7. DETAILS OF SUBSIDIARY COMPANIES

As on 31 March 2023, the Company has two subsidiaries i.e. Intermetal Engineers (India) Private Limited (“Intermetal”) and RHIM Refractories (together called as “subsidiaries”) and one step down subsidiary namely RHIM Seven.

RHIM Refractories became wholly owned subsidiary of the Company with effect from 5 January 2023. Post closure of FY ended 31 March 2023, RHIM Refractories has also become the material subsidiary in terms of the provisions of Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), as may be applicable.

On 5 January 2023, RHIM Refractories holds 51% of paid-up share capital of RHIM Seven, consequently, RHIM Seven becomes the step-down subsidiary of the Company. Further after acquisition of balance 49% of paid-up share capital of RHIM Seven on 24 July 2023, RHIM Seven becomes 100% wholly owned subsidiary of RHIM Refractories.

The Company does not have any associate or joint venture within the meaning of Section 2(6) of the Companies Act, 2013 (“Act”). During the period under review, there has been no material change in the nature of business of the subsidiaries.

The financial statements of the Company including consolidated financial statements along with relevant documents are available on the website of the Company i.e. https://www.rhimagnesitaindia. com/investors/financials-reports/subsidiary-annual-reports.

Financial Performance of Subsidiaries Company

The highlights of financial performance of the subsidiaries for FY 2022-23 are as follows:

* [from 5 January 2023 to 31 March 2023.]

In accordance with Section 129(3) of the Act, a statement containing salient features of financial statements of subsidiaries in Form No. AOC-1 is attached to this report as ANNEXURE-I.

8. SHARE CAPITAL STRUCTURE OF THE COMPANY

The share capital structure of the Company as on 31 March 2023, is given below:

Authorized Share Capital	'' 308,000,000.00/- constituting of 308,000,000 equity shares of '' 1/- each.
Issued, Subscribed and Paid-up Share Capital	'' 187,996,331.00/- constituting of 187,996,331 equity shares of '' 1/- each.

During the period under review, the members of the Company at their 1st Extra Ordinary General Meeting (“EGM”) held on 21 December 2022, approved the issuance of 27,000,000 equity shares having face value of '' 1/- each at an issue price of '' 632.5029/- each amounting to '' 1,708 Crores to DBRL on preferential basis for consideration other than cash. Subsequent to above, the Board of Directors at their meeting held on 5 January 2023 allotted abovesaid equity shares to DBRL. As per the Securities and Exchange Board of India (Issue of Share Capital and Disclosure Requirement) Regulation,2018 (“SEBI ICDR Regulations”) the said equity shares are subject to lock-in up to 31 August 2023.

Furthermore, post end of FY 2022-23, the share capital of the Company was changed in the following phases:

A. The members of the Company in their 2nd EGM held on 13 March 2023 approved the issuance of securities including equity shares having face value of '' 1/- each through qualified institutional placement for an amount not exceeding '' 1,500 Crores. Pursuant to the aforesaid approval of members of the Company, the Fund-Raising Committee of the Board at their meeting held on 6 April 2023 allotted 15,715,034 equity shares of '' 1/- each at an issue price of '' 572.70/- each to 57 qualified institutional buyers aggregating to '' 900 Crores (approx.) .

B. The members of the Company through postal ballot on 1 June 2023 has approved the issuance of 2,790,061 equity shares having face value of '' 1/- each at an issue price of '' 716.83/- each to Dutch US Holding B.V. one of the promoter of the Company on preferential basis for an aggregate amounting '' 200 Crores (approx.). Considering the approval of members of the Company, the Fund-Raising Committee of the Board at their meeting held on 21 June 2023, has allotted 2,790,061 equity shares of '' 1/- each at an issue price of '' 716.83/- each to Dutch US Holding B.V aggregating '' 200 Crores (approx.). As per the SEBI ICDR Regulations the said issued equity shares are subject to lock-in up to 31 March 2025, further prior shareholding of 79,877,771 equity shares of Dutch US Holding B.V. are also locked-in up to 31 December 2023.

Consequent to aforesaid allotments, the revised share capital structure of the Company as on date is follows:

Particulars Change in Share capital post end of FY 2022-23

Issued, Subscribed and Paid-up Share Capital as on 1 '' 187,996,331.00/- constituting of 187,996,331 equity shares of '' 1/- each.

April 2023

Add: Issue & allotment of shares on 6 April 2023 '' 15,715,034.00 /- constituting of 15,715,034 equity shares of '' 1/- each.

Add: Issue & allotment of shares on 21 June 2023 '' 2,790,061.00/- constituting of 2,790,061 equity shares of '' 1/- each.

Issued, Subscribed and Paid-up Share Capital as on '' 206,501,426.00/- constituting of 206,501,426 equity shares of '' 1/- each. date

9. CHANGE OF REGISTERED OFFICE OF THE COMPANY

With effect from 1 April 2022, the registered office of the Company has been shifted to Unit No.705, 7th Floor, Lodha Supremus, Kanjurmarg Village Road, Kanjurmarg (East), Mumbai-400042.

10. INCREASE OF BORROWING LIMIT AND POWER TO CREATE CHARGE ON THE ASSETS OF THE COMPANY

The members of the Company in their 2nd EGM held on 13 March 2023 have accorded their approval pursuant to Section 180 (1) (c) and 180 (1) (a) of the Companies Act, 2013, to increase the borrowing power of the Board and power to create charge on assets of the Company to secure the borrowing upto '' 5,000 Crores respectively.

11. PARTICULARS OF LOAN, GUARANTEE AND INVESTMENT

The members of the Company in their 1st EGM held on 21 December 2022 have accorded their approval as per Section 186 of the Companies Act, 2013 to increase the limits applicable for making investment / extending loan and giving guarantee or

providing security in connection with loans to persons / bodies corporate upto '' 2,500 Crores.

A. Loan & Guarantees:

During the period under review, no loans and advance has been given by the Company or provide security in respect of the loan to any firms/ companies in which directors of the Company are interested.

B. Investments:

On 5 January 2023, the Company had acquired 82,483,642 equity shares of RHIM Refractories having face value of '' 10/- each at an issue price of '' 207/- in terms of the SSA dated 19 November 2022.

Further, on 8 May 2023, the Company has subscribed 16,975,051 equity shares of RHIM Refractories having face value of '' 10/- each at an issue price of '' 207/- aggregating amounting to '' 351 Crores (approx.) on right basis.

Details of loans, guarantees and investments as per Section 186 of the Act, have been disclosed in the financial statements.

12. UTILISATION OF FUNDS

In view of acquisitions and takeover undertaken by the Company during the period under review, as discussed elsewhere in this report, the Company has raised the funds by

(A) Issue of shares through qualified institutional placement of '' 900 Crores (approx.)

The entire funds raised through qualified institutional placement has been utilized during the quarter ended 30 June 2023 for repayment/ prepayment in full or in part of certain outstanding borrowings availed by the Company, investment in one of its Subsidiary i.e. RHIM Refractories and general corporate purposes.

(B) Issue of shares through Preferential allotment of '' 200 Crores (approx.)

During the quarter ended 30 June 2023, no amount was utilized by the Company for the funds raised through preferential allotment as trading approval on the shares allotted under preferential allotment was received on 08 August 2023.

Post which the Company initiated the utilization of funds for the defined objects i.e. (a) Repayment / pre-payment, in full or in part, of certain outstanding borrowings availed by the Company (b) Investment into one of the subsidiaries, i.e. RHIM Refractories and (c) General corporate purposes

There has not been any deviation in the utilization of proceeds of qualified institutional placement and preferential issue from the objects as approved by the shareholders of the Company.

13. STATE OF COMPANY''S AFFAIRS

Details on the state of affairs of the Company has been covered under the Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of Listing Regulations.

14. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Board is ultimately responsible for maintaining effective corporate governance, which includes the company''s risk management approach, the Company''s system of internal controls, and the Company''s internal audit approach. The Board reviews the effectiveness of the system of internal financial, operational, and compliance controls, and the risk management framework. The Board examines whether the system of internal controls operates effectively throughout the year and will make recommendations when appropriate.

The Company has an adequate internal control system in place and also has reasonable assurance on authorizing, recording, and reporting transactions of its operations. The Company has a well-placed, proper, and adequate internal controls environment, commensurate with the size, scale, and complexities of its operations. The Company had already developed and implemented a framework for ensuring internal controls over financial reporting. This framework includes entity-level policies, processes, and operating-level standard operating procedures.

Internal control systems are an integral part of your Company''s corporate governance structure. These have been designed to provide reasonable assurance with regard to inter-alia

(a) recording and providing reliable financial and operational information;

(b) complying with the applicable statutes;

(c) safeguarding assets from unauthorized use;

(d) executing transactions with proper authorization and ensuring compliance with corporate policies;

(e) prevention and detection of frauds/errors and

(f) continuous updating of IT systems.

The Company''s management has assessed the effectiveness of the Company''s internal control over financial reporting as of 31 March 2023.

The Audit Committee reviewed the reports submitted by the Management, Internal Auditors, and Statutory Auditors. Based on their evaluation (as defined in Section 177 of the Companies Act, 2013 and Regulation 18 of Listing Regulations), the Committee has concluded that, as of 31 March 2023, the Company''s internal financial controls were adequate and operating effectively.

15. HUMAN RESOURCES

For RHIM, employees are its most valuable asset and the Company is committed to the wellbeing and development of its employees. Your Company believes in enhancement of competencies of its employees. Employees are facilitated to participate in various training programs, equal emphasis is given on technical & soft skills. numerous opportunities have been created for the employees to develop.

During recent years, Company''s main focus of in-house trainings was on interpersonal skills, behavioral attributes, customer focused culture, lean implementation and 6''s at shop floor. The dedicated learning and development programmes enhance the right skill sets and relevant knowledge to employees to achieve operational and futuristic benefits. The Company endeavors to keep the employee''s motivation high by providing congenial & respectful work atmosphere and rewarding/remunerating effectively. 100% safety of our employees is one of the important operative targets for RHIM. Various initiatives have been launched to engage employees.

Celebrating festivals and achievements on various occasions is part of RHIM culture. Various activities and programs have been conducted within the organization to create fair and equitable work culture leading to cordial relations between the management and the employees of the Company.

16. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all contracts / arrangements / transactions entered by the Company with related parties were in ordinary course of business and on an arm''s length basis, the

Company has not entered into any contracts /arrangements / transactions with related parties which could be considered material in accordance with the Company''s policy on materiality of related party transactions.

The Board of Directors of the Company has approved the criteria for making the omnibus approval by the Audit Committee within the framework of the policy on related party transactions. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and proposed to be entered in the ordinary course of business and at arm''s length during the financial year. All related party transactions are placed before the Audit Committee for review and approval.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC - 2 is not applicable to your Company.

The Company has obtained approval of shareholders, by way of postal ballot for material related party transaction(s) with M/s. RHI Magnesita GmbH, for an amount of '' 100,000 Lacs, for the FY 2021-22 and onwards with yearly increase of 30% every year in the value of such transactions up to the FY 2025-26.

The policy on materiality of related party transactions and dealing with related party transactions can be accessed on the Company''s website at the link: www.rhimagnesitaindia.com/ investors/corporate-governance/policies

Members can also refer note 36 of the financial statements, which set out related party disclosures.

17. CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES

The Company has been carrying out various Corporate Social Responsibility (CSR) activities. These activities are carried out in terms of Section 135 read with Schedule VII of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time-to-time.

The Company during the FY 2021-22 voluntarily applied for adjudication of offence in respect of delay in spending the unspent CSR expenditure of '' 135.40 Lacs for the year ended 31 March 2021. A penalty was imposed by the Registrar of Companies, Maharashtra on the Company and its Key Managerial Personnels (KMPs) vide its order dated 31 March 2023 and the same was duly paid. The Company has no outstanding amount due in respect of CSR for any of the previous year including current FY 2022-23.

The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in ANNEXURE-II of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time.

For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which forms a part of this report. The CSR policy is also available on the Company''s website at the link: https://www.rhimagnesitaindia.com/ investors/corporate-governance/policies

18. RISK MANAGEMENT

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. The top-down risk assessment is performed by the management and reviewed by the Audit Committee, Risk Management Committee and the Board of Directors. The bottom-up risk assessment is based on each of the operational sites, 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, which, in 2022, included capex, plant operations, fraud management, and sustainability, including energy-related risks and opportunities.

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.

Occupational Safety and Health 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 after every six months and is reviewed after three months in all the operational plants and extended to the customer sites also. The safety audits were conducted at regular intervals by internal and external agencies. The stage 1 audit for all three standards (ISO 9001, 14001 & 45001) was successfully completed for the Visakhapatnam Unit. The employee involvement in reporting the unsafe conditions and near misses has been excellent. The Global key performance indicators (KPIs) 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.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Parmod Sagar (DIN: 06500871) was reappointed as Managing Director and Chief Executive Officer of the Company for a period of five years w.e.f. 4 March 2023 to 3 March 2028. Proposal for reappointment of Mr. Parmod Sagar along with revision in his remuneration was placed before the members post receipt of necessary recommendation from Nomination and Remuneration Committee and Board of Directors in their meeting held on 10 August 2022 and the same was approved by the members in their Annual General Meeting dated 26 September 2022.

Ms. Vijaya Gupta took over as Chief Financial Officer, with effect from 27 May 2022 in place of Mr. Sanjeev Bhardwaj, who has been assigned new roles and responsibilities within the organization. Ms. Vijaya Gupta is having thirty years of work experience and she is rank holder Chartered Accountant and has completed Special Management Program from IIM(C).

Ms. Ticiana Kobel (DIN: 09850411), w.e.f. 5 January 2023, was appointed as non-independent & non-executive additional director of the Company by the Board of Directors at their meeting held on 5 January 2023. In terms of Listing Regulations and Act, her appointment was regularized by the shareholders of the Company at their 2nd EGM held on 13 March 2023 and her office will be liable to retire by rotation.

In accordance with the provisions of the Act and Articles of Association of the Company, Mr. Erwin Jankovits (DIN: 07089589) retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. A resolution seeking shareholders'' approval for his re-appointment alongwith other required details forms part of the Notice of the AGM.

Mr. RVS Rudraraju (DIN: 00425640) tendered his resignation from Directorship of the Company with effect from closure of business hours on 13 February 2023. The Board accepted the resignation and put on record its sincere appreciation for the contributions made by Mr. RVS Rudraraju during his association with the Company as a Director.

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with rules framed thereunder and Regulation 16 of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Independent Directors have also submitted the declarations that they have registered their names in the independent directors'' data bank.

No Independent Director was appointed during the period under review.

During the period under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than receipt of sitting fees and reimbursement of expenses, if any.

Pursuant to the provisions of Section 203 of the Act, Mr.

Parmod Sagar, Managing Director and Chief Executive Officer, Mr. Sanjeev Bhardwaj, Chief Financial Officer (upto 27 May 2022), Ms. Vijaya Gupta (w.e.f. 27 May 2022) and Mr. Sanjay Kumar, Company Secretary were KMPs of the Company as on 31 March 2023.

During the year, Mr. RVS Rudraraju — Whole Time Director ceased to be the KMP of the Company with effect from 13 February 2023.

20. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Company has devised the policy on remuneration and nomination for the selection, appointment and remuneration of the Directors and KMP and also remuneration of other employees who have the capacity and ability to lead the Company towards achieving sustainable development.

Salient features of the Company''s policy on remuneration and nomination are as under:

(A) Appointment of KMP and senior management is subject to the approval of the Nomination and Remuneration Committee and Board of Directors. Remuneration of KMP and senior management is decided by the Managing Director on the recommendation by the Whole Time Directors/Executive Directors concerned, where applicable, broadly based on the Remuneration Policy in respect of Whole Time Directors /Executive Directors. Total remuneration of KMP and senior management comprises of fixed based salary, perquisites, retirement benefit, motivation rewards, bonus and other non-monetary benefits.

(B) Non-Executive Directors are paid remuneration in the form of sitting fees for attending the Board Meetings and committee meetings as fixed by the Board of Directors from time to time subject to statutory provisions. While deciding the remuneration of Managing Director and Executive Directors, the Nomination and Remuneration Committee considers pay and employment conditions in the industry, merit and seniority of the person. The Committee encourage the balance between fixed and variable component in the remuneration which are based on the performance to achieve the Company''s target. The term of office and remuneration of whole time directors are subject to approval of the Board of Directors, shareholders and the limit laid down under the Companies Act,2013 from time to time.

The Nomination and Remuneration Policy of the Company is available on the Company''s website and can be accessed on the Company''s website at the link www.rhimagnesitaindia.com/ investors/corporate-governance/policies

21. DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, the work performed by the Internal Auditors, Statutory Auditors and Secretarial Auditors, including the Audit of Internal

Financial 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 the FY 2022-23.

Pursuant to Section 134(5) of the Act, the Directors confirm that:

a. in preparation of the annual accounts for the financial year ended 31 March 2023, the applicable Accounting Standards have been followed and there were no material departures;

b. they 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 on 31 March 2023, 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 prepared the annual accounts on a going concern basis;

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

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

22. 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 Act and Listing Regulations. The performance of the board was evaluated by the Board of Directors 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. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 5 January 2017.

In a separate meeting of Independent Directors held on 13 February 2023 performance of Non-Independent Directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of Executive Directors and NonExecutive 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.

At the Board Meeting that followed the meeting of the I ndependent Directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

23. AUDITORS AND AUDIT REPORT

A. Statutory Auditors

At the 12th AGM of the Company held on 26 September 2022, M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/N500016) were reappointed as Statutory Auditors to hold office for a period of 5 (five) consecutive years till the conclusion of 17th Annual General Meeting to be held in the year 2027.

The Auditor''s Report for the FY 2022-23 does not contain any qualification, reservation or adverse remark. The Auditor''s Report is enclosed with the Financial Statements in this Annual Report.

B. Secretarial Auditor

The Board has appointed M/s. Naresh Verma & Associates, Company Secretaries, to conduct Secretarial Audit for the FY 2022-23. The Secretarial Audit Report for the financial year ended 31 March 2023, is appended as ANNEXURE -III to this report.

The observations of the Secretarial Auditor in their report are self-explanatory and therefore, the Directors do not have any further comments to offer on the same.

Further, as required under Section 204 of the Act and rules thereunder, the Board has appointed M/s. Naresh Verma & Associates, Company Secretaries, to also conduct the Secretarial Audit for the FY 2023-24.

C. Cost Auditors

The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s. K. G. Goyal & Associates, Cost Accountants, (Firm Registration No.: 00024) as Cost Auditors to audit the cost accounts of the Company for the FY 2023-24. As required under the Act, a resolution seeking shareholders'' approval for the remuneration payable to the Cost Auditors forms part of the Notice convening the 13th AGM.

In accordance with the provisions of Section 148(1) of the Act, read with the Companies (Cost Records & Audit) Rules, 2014, the Company has maintained cost records.

The Cost Audit report for the FY 2021-22 was filed with the Ministry of Corporate Affairs on 6 September 2022.

D. Internal Auditors

The Board has appointed M/s. Chaturvedi & Partners as Internal Auditors for the FY 2022-23 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 2023-24.

E. Reporting of fraud by auditors

During the year under review, the Auditors of the Company have not reported any material fraud as specified under Section 143(12) of the Act to the Audit Committee.

24. EXPORT HOUSE STATUS

The Company enjoys the status of “One Star Export House”.

25. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of your Company during the year under review.

26. DISCLOSURES

A. Vigil Mechanism /Whistle Blower Policy

Pursuant to the provisions of Section 177(9) of the Act, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations and in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors had approved the Policy on Vigil Mechanism/Whistle Blower and the same has been hosted on the website of the Company. Over the years, the Company has established a reputation for doing business with integrity and displays zero tolerance for any form of unethical behaviour. The mechanism under the Policy has been appropriately communicated within and outside the organisation. This Policy inter-alia provides direct access to the Chairperson of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.

The Company reached out to employees through physical/virtual sessions with an aim of creating greater awareness on this subject. During the year under review, the Company has received 5 (five) complaints under the said mechanism, the details of which is tabulated below:

Number of complaints received during the year	Number of complaints resolved during the year	Number of complaints remaining unresolved/ undergoing investigation as on 31 March 2023
5	4	1

The Whistle Blower Policy of the Company has been displayed on the Company''s website at the link: www.rhimagnesitaindia.com/ investors/corporate-governance/policies

B. Audit Committee

The composition of the Audit Committee has been given in Corporate Governance Report. All the recommendations made by the Audit Committee were accepted by the Board.

C. Number of Board Meeting

The Board of Directors of the Company met Eight (8) times in the year, the details of which are provided in the Corporate Governance Report.

D. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo

The particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo, as required to be disclosed under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 are provided in ANNEXURE - IV.

E. Annual Return

The Annual Return for the FY 2022-23 is available on Company''s website at https://www.rhimagnesitaindia. com/investors/financials-reports/annual-returns

F. Particulars of employees and related disclosures

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as ANNEXURE - V.

G. Corporate Governance Report

The Company has been practicing the principles of good corporate governance over the years. A separate section on corporate governance and a certificate from the Practicing Company Secretary regarding compliance with the conditions of corporate governance as stipulated under the Listing Regulations forms part of this Annual Report. The Managing Director & CEO and the Chief Financial Officer of the Company have certified to the Board on financial statements and other matters in accordance with Regulation 17 (8) of the Listing Regulations pertaining to CEO/CFO certification for the financial year ended 31 March 2023. Report on Corporate Governance is annexed herewith as ANNEXURE - VI to this report.

H. Business Responsibility and Sustainability Report

In accordance with the Listing Regulations, the Business

- Issue of equity shares with differential rights as to dividend, voting or otherwise.

- Issue of shares (including sweat equity shares) and Employee Stock Option Scheme of the Company under any scheme.

- No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern and Company''s operation in future

- Details of difference between amount of valuation done at the time of one time settlement and the valuation done while taking loan from banks or financial institutions alongwith the reasons thereof.

- No application has been made or no proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year or at the end of FY 2022-23.

27. CAUTIONARY STATEMENTS

Certain statements in the “Management Discussion and Analysis” describing the Company''s views about the industry, expectations/ predictions, objectives etc., may be forward looking within the meaning of applicable laws and regulations.

Actual results may differ materially from those expressed in the Statement. Company''s operations may inter-alia affect with the supply and demand stipulations, input prices and their availability, changes in Government regulations, taxes, exchange fluctuations and other factors such as Industrial relations and economic developments etc. Investors should bear the above in mind.

28. ACKNOWLEDGEMENTS AND APPRECIATION

Your Directors place on record their deep appreciation to the customers, shareholders, suppliers, bankers, business partners/ associates, Central & State Governments and Governments of various countries where we have our operations for their consistent support and encouragement to the Company. I am sure you will join our Directors in conveying our sincere appreciation to all employees of the Company and its subsidiaries for their hard work and commitment. Their dedication and competence have ensured that the Company continues to be a significant and leading player in the refractory industry.

On behalf of the Board of Directors

Dr. Vijay Sharma

Chairman

Gurugram, 10 August 2023 (DIN:00880113)

Responsibility and Sustainability Report (BRSR) forms a part of this Annual Report as ANNEXURE - VII describing the initiatives undertaken by the Company from an environmental, social and governance perspective during the year under review.

I. Transfer of amounts to Investor Education and Protection Fund

Details regarding transfer of amount & shares to IEPF has been given in Corporate Governance Report.

J. Obligation of the Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition, and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the Rules made thereunder. All women associated (permanent, temporary, contractual and trainees) as well as any women visiting the Company''s office premises or women service providers are covered under this Policy.

During the year, the Internal Complaints Committee of the Company constituted under the POSH Act has received One (1) complaint, which was after investigation resolved and as on 31 March 2023 no complaint was pending or unresolved. Further, the Company reached out on rotation basis to all the employees through awareness sessions for creating greater awareness with respect to the Company''s Policy on Sexual Harassment at workplace. During the year under review, a video-based training on POSH awareness was rolled out to all the employees to create greater awareness on this subject.

The policy may be accessed on the Company''s website at the link: www.rhimagnesitaindia.com/investors/corporate-governance/policies

K. Compliance with the Institute of Company Secretaries of India (“ICSI") Secretarial Standards

The relevant Secretarial Standards issued by the ICSI related to the Board Meetings and General Meeting have been complied with by the Company.

L. No disclosure or reporting is required in respect of the following items as there were no transaction on these items during the year under review:

- Details relating to deposit and unclaimed deposits or interest thereon.

1

The Company consolidated its financial statements with RHI Magnesita India Refractories Limited (formerly known as Dalmia OCL Limited) and RHI Magnesita Seven Refractories Limited (formerly known as Dalmia Seven Refractories Limited) for the first time. The financial information of these companies has been considered in the consolidated financial statements with effect from 5 January 2023 (“date of acquisition") to 31 March 2023 while financial information of Intermetal Engineers (India) Private Limited has been considered for the entire financial year.

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Mar 31, 2022

Your Directors'' present the 12^th Annual Report of RHI Magnesita India Limited (formerly known as Orient Refractories Limited) (“the Company” or “RHIM”) along with the Company''s audited standalone & consolidated financial statements for the financial year (“FY”) ended 31 March 2022.

1. FINANCIAL RESULTS

(Amount in '' Lacs)
Particulars	Standalone		Consolidated
	2021-22	2020-21	2021-22	2020-21
Gross revenue from operations	199,070.53	136,641.31	199,514.27	137,037.86
Total expenditure before finance cost and depreciation	160,818.03	115,864.22	161,131.84	116,184.50
Operating Profit	38,252.50	20,777.09	38,382.43	20,853.36
Add: Other income	938.74	1,203.56	966.20	1,232.39
Profit before finance cost, depreciation, exceptional items and taxes	39,191.24	21,980.65	39,348.63	22,085.75
Less: Finance costs	217.89	648.31	217.89	648.31
Profit before depreciation, exceptional items and taxes	38,973.35	21,332.34	39,130.74	21,437.44
Less: Depreciation	3,363.48	2,961.33	3,382.52	2,979.48
Profit/(Loss) before exceptional items & tax	35,609.87	18,371.01	35,748.22	18,457.96
Add/(Less): Exceptional Items	-	-	-	-
Profit before taxes	35,609.87	18,371.01	35,748.22	18,457.96
Less: Tax Expense	8,817.55	4,775.55	8,847.78	4,795.63
Profit/(Loss) after taxes (A)	26,792.32	13,595.46	26,900.44	13,662.33
Total other comprehensive income (B)	(100.60)	7.26	(101.36)	7.26
Total comprehensive income for the period (C=A B)	26,691.72	13,602.72	26,799.08	13,669.59
Retained Earnings: Balance brought forward from the	62,298.05	52,116.49	62,326.40	52,077.97
previous year
Add: Profit for the period	26,792.32	13,595.46	26,900.44	13,662.33
Add: Other Comprehensive Income recognised in Retained Earnings	(100.60)	7.26	(101.36)	7.26
Less: Transaction costs (stamp duty) on issue of shares, net of tax	479.67	-	479.67	-
Balance Which the Directors have apportioned as under to:
Dividend on Ordinary Shares	4,024.91	3,421.16	4,024.91	3,421.16
Total Appropriations	4,024.91	3,421.16	4,024.91	3,421.16
Retained Earnings: Balance to be carried forward	84,485.19	62,298.05	84,620.90	62,326.40

2. FINANCIAL PERFORMANCE/ STATE OF COMPANY AFFAIRS

Standalone Revenue from operation has been increased from '' 136,641.31 Lacs in previous year to '' 199,070.53 Lacs in current year. Profit after tax (PAT) on revenue increased from '' 13,595.46 Lacs to '' 26,792.32 Lacs. In current year the PAT was 13.46% which is higher as compared to 9.95% previous year.

3. RESERVES

The Board of Directors has decided to retain the entire amount of profits in the statement of profit and loss. For complete details on movement in reserves and surplus during FY 2021-22, please refer the statement of changes in equity and note 9 (b) of standalone financial statements.

4. AMALGAMATION OF RHI INDIA PRIVATE LIMITED AND RHI CLASIL PRIVATE LIMITED WITH AND INTO THE COMPANY

On 31 July 2018 the Board of Directors of the Company and its fellow subsidiaries i.e. RHI India Private Limited (the ''RHI India'') and RHI Clasil Private Limited (the ''RHI Clasil'') (hereinafter referred as ''erstwhile fellow subsidiaries''), had granted inprinciple approval to the scheme of amalgamation of RHI India and RHI Clasil with and into the Company with the proposed appointed date as 1 January 2019 or such other date as may be fixed by the Tribunal (''the Scheme'').

The Hon''ble National Company Law Tribunal, Mumbai Bench, Mumbai (''NCLT'') vide its order dated 5 May 2021 has approved the Scheme with an appointed date of 31 July 2018.

5. CHANGE IN SHARE CAPITAL OF THE COMPANY

Pursuant to the Scheme becoming effective, the authorised share capital of the Company has been increased from '' 1,205 Lacs to '' 3,080 Lacs and on 25 June 2021, 40,857,131 equity shares of Re. 1/- each fully paid up have been issued and allotted to the shareholders of the erstwhile fellow subsidiaries and the same were got listed on BSE Limited and National Stock Exchange of India Limited on 26 November 2021.

After the aforesaid allotment, paid up share capital of the Company has been increased from '' 1,201.39 Lacs to '' 1,609.96 Lacs.

6. CHANGE OF NAME OF THE COMPANY

In terms of scheme of amalgamation, the Board of Directors at their meeting held on 11 June 2021 approved to change name of the Company from Orient Refractories Limited to RHI Magnesita India Limited. The Registrar of Companies, Mumbai, Maharashtra gave its approval and issued new certificate of incorporation on 2 July 2021.

The shares of the Company have commenced trading on BSE Limited and National Stock Exchange of India Limited with the new name “RHI Magnesita India Limited” with scrip code “RHIM” with effect from 22 July 2021.

7. CHANGE OF REGISTERED OFFICE OF THE COMPANY

With effect from 1 April 2022, the registered office of the Company has been shifted to Unit No.705, 7th Floor, Lodha Supremus, Kanjurmarg Village Road, Kanjurmarg (East), Mumbai-400042.

8. MANAGEMENT DISCUSSION AND ANALYSIS

RHI Magnesita India Limited (“Company or “RHIM”) is in the business of manufacturing and marketing special, basic and non- basic refractory products, systems and services to the steel industry in India and Globally. The Company is market leader for refractories in India and has many global customers for its international quality products. The Company produces nearly 1,40,000 tons of refractory per annum including customized products. Other than this RHIM imports significant value of

refractory products which are used for full line service contracts in steel industries.

The refractory products are mainly used in high temperature manufacturing processes in iron and steel industry, metal smelters, cement, glass industry and for other industrial products. Demand for refractory is primarily dependent on the consumption of steel, which accounts for about 75% of the total value of sales and the remaining is used for glass, cement, nonferrous, petrochemicals etc.

Products of RHIM are manufactured at its state-of-the-art manufacturing facility at Bhiwadi, in Rajasthan; Tangi (Cuttack) in Orissa and Vishakhapatnam in Andhra Pradesh. The Company has ongoing programs for improving efficiency of its manufacturing processes, raw material optimization, inventory management systems, stringent quality control, supply-chain integration, digitization & automation, energy efficiency and CO2 emission reduction measures to produce and efficiently supply world class refractory products in sustainable manner to maximise customer value creation. While the Company continuously improve its operational deliveries, best in class safety measures and processes have been put in place and improved upon at the factories and all working sites.

The products of the Company are of global standards in quality and highly cost competitive, which makes it attractive for the customers worldwide. In November''2021, the Group opened a new world-class R&D Centre in India to facilitate a greater understanding of local markets and enable more unified technological know exchange with the Global R&D network of the parent company. Focus areas will be local raw material development, solutions support for customer performance improvement projects and supporting local manufacturing in the three plants.

Impact of COVID-19 on Steel Sector:

In May''2021, COVID-19 second wave has affected most part of the India and cases went up to 4,00,000 plus in May''2021 end. In the first quarter of financial year (“FY”) 2021-22, steel production was affected due to manpower issues as well as restriction imposed by the Government on mobility of vehicles. Later on, from second quarter of FY 2021-22 there was down trend in Covid-19 cases, and the business recovered thereafter. The situation improved in October''2021-November''2021, there was some respite in cases and cases came down significantly. There was upswing in demand for the Steel makers in the subsequent quarters post-COVID19 primarily led by surge in demand in the export markets and revival of domestic infrastructure sector, while it continued to face the pressure of higher input costs.

Global Steel industry

World steel demand grew by 2.7% in Calendar Year (“CY”) 2021 to reach 1,833 million (“mn”) tonnes due to pent-up demand driven by heavy financial stimulus announced in several countries post the first wave of Covid-19 pandemic. All the leading steel producers i.e., India (19% year-on-year growth), USA (21%), Japan (9%) and South Korea (13.5%) witnessed strong growth in steel demand in CY 2021 except China.

Chinese steel demand declined by 5.4% in CY 2021 to 952 mn tonnes due to sharp de-growth in second half as the real estate market weakened due to tough government measures on developers'' financing. Chinese steel demand is expected to be muted in CY 2022 due to limitations caused by environmental issues, pandemic, and carbon footprint concerns. World Steel Association (WSA) expects Chinese steel demand to remain flattish in CY 2022.

The global steel industry underwent structural changes in FY 2021-22 due to the COVID-19 pandemic followed by geopolitical tensions and inflationary economic environment limiting steel demand growth and changing supply demand dynamics across steel markets. Steel demand rebounded in first quarter of FY 2020-21 post infusion of heavy financial stimulus by several economies supported by massive vaccination drives conducted across the world. Indian steel sector saw a relatively strong rebound fueled by diversion of steel production to exports especially to Europe. However, second wave of pandemic led to further disruptions of supply chain. Surge in sea freight cost led to inflationary environment across the World. In May''2021, China revoked VAT rebate on exports of 146 steel products along with lifting of import duties on steel making raw materials to limit steel exports and divert production for domestic consumption. There were several instances when China announced production cuts to control pollution and to manage carbons emission targets. All this created opportunity for steel companies in emerging market to increase exports.

Impact of Russia-Ukraine war on global steel trade

Russia and Ukraine exported 31mn tonnes and 15mn tonnes of finished steel respectively in CY 2021(~10% of global steel trade) with major pie of exports flowing to European countries (~15mntonnes) followed by Turkey, Middle East, USA, etc. The impact of Russia-Ukraine war is huge on European Union (EU) countries due to their close trade relations and dependency for energy requirements from Russia. This has delayed the recovery of manufacturing sector in EU which was already impacted by semiconductor shortage in turn also affecting the automobile industry. Therefore, steel demand in EU countries is expected to de-grow by 1.3% (WSA forecast) in CY 2022. EU''s trade sanction on Russia has further created a global supply deficit which has led to new avenues of exports for developing economies like India. Cost of raw materials like iron ore and coking coal also surged to all-time highs due to short supply and trade disruptions. As a result, steel prices have exponentially risen by at least 60% across geographies as compared to pre-war prices. World steel demand is expected to grow by a mere 0.4% in CY 2022 to 1,840 mn tonnes (WSA forecast).

India Steel Industry performance in FY 2021-22

India''s crude steel production grew 18% yoy to 120.10 mn tonnes in FY 2021-22. Although, large amount of industrial oxygen had to be diverted for medical care of Covid patients which in turn impacted steel production in first quarter of FY 2021-22, production levels recovered exponentially from second quarter of FY 2021-22 due to robust demand in domestic markets and increase in steel exports. Finished steel production also grew by 19% yoy to 113.30 mn tonnes in FY 2021-22. Finished steel consumption grew 11.2% yoy to 113.25 mn tonnes driven by robust demand from manufacturing and construction sector led by massive spending on infrastructure projects. Flat finished steel grew by 11% yoy to 57.10 mn tonnes and finished long steel grew by 12% yoy to 48.70 mn tonnes in FY 2021-22.

HRC and rebar prices surged by at least 70% yoy on the back of heavy raw material cost inflation and short supply in domestic market. The cost of coking coal (HCC Australia) surged five-fold to US $ 670/tonne in March''2022 vs. US $130/tonne in same period last year due to supply side issues created by ban on coals exports from Russia, weather issues in Australia, strong demand from Asian countries and continuity of China''s ban on coking coal imports from Australia. Similarly iron ore cost also surged sharply due to global supply chain disruptions.

India''s finished steel exports grew 25% yoy to all-time high of 13.5 mn tonnes in FY 2021-22 on the back of global supply deficit created by Russia-Ukraine war and decline in Chinese exports. India''s steel exports in March have seen a shift to countries like Turkey, UAE and US which were heavily dependent on CIS nations like Russia & Ukraine in past. India''s finished steel imports remained flat at 4.70 mn tonnes in FY 2021-22.

Steel Sector Update

India''s crude steel production has continued strong momentum due to tailwinds of heavy financial stimulus announced by government in India for infrastructure development including massive spending for programs like the National infrastructure pipeline (NIP), Production linked incentive schemes, vehicle scrappage policy and expanding water pipelines, incentives for housing, etc. India turning net exporter of steel due to robust global demand has further supported steel production in India. Steel production for Year to Date (April-October FY 2021-22) period has risen by 25% yoy to 66.90 mn tonnes vs 53.50 mn tonnes last year (April-October FY 2020-21). Finished Steel demand for the same period (April-October FY 2021-22) has risen by 25% yoy to 57.40 mn tonnes after a drop of 5% in FY 2020-21. The shortage of semiconductor for automobiles has recently led to slowdown in steel demand. However, revised outlook for automobile production released by Original Equipment Manufacturer''s (OEM''s) in November''2021 signals gradual recovery.

India''s steel exports have found solid traction in global markets and have risen 24% yoy during April - October FY 2021-22 to 8.80 mn tonnes as compared to 7.10 mn in FY 2020-21 (same period). This started with diversion of production to exports due to tepid domestic demand during the pandemic but has now structurally improved due to the void created by China and Russia. China in its revised policy to curb pollution and to reduce carbon emissions has imposed production curbs in several provinces. China has also cut its export rebates on finished steel and duties on imports of semi-finished steel as it plans to reduce production of crude steel. This is one of the reasons for correction in global steel prices, also spilling over on Indian steel prices. As a result, global steel prices have now corrected from the peak of US $ 1,100/ton to US $800/ton as of November''2021. India HRC prices (ex-Mumbai, 2.5-8.0 mm) even after marginal correction are 35% yoy higher at Rs.

68,800/ton (November''2021). Similarly, rebar prices are 25% higher yoy basis at Rs. 59,000/ton after recent correction.

Another reason for correction of prices is the easing of raw material cost, both iron ore and coking coal. Iron ore prices have now eased with increased supply and lower demand from China due to production curbs. From the peak of US $ 200/ton, global iron ore prices have now stabilized at US$100/ton — CNF China as of November''2021. Similarly, coking coal prices had risen to all-time highs of US$ 420/ton, CNF Australia due to weather related disruptions and heavy restocking demand. This has corrected to US$ 330/ton recently but is still 200% higher as compared to prices in November''2020.

Although prices are expected to cool down in medium term along with correction in raw material cost (mainly coking coal), steel production is expected to remain strong on the back of heavy infrastructure spending and recovery in demand from automobiles. WSA expects Indian steel demand to grow by ~17% in CY 2021 followed by ~7% in CY 2022.

Indian Economy and steel sector outlook

However, India''s GDP is relatively shielded from this impact and is expected to grow by 8.2% in CY 2022 (8.9% in CY 2021). This is on the back of significant increase in financial stimulus led spending on infrastructure projects which is in turn driving domestic demand. Immense spending through the National Infrastructure pipeline Program, development of roads and highway network, Vande Bharat project for increasing train connectivity, housing projects through Pradhan Mantri Aawas Yojana, Jal Jeevan mission to increase drinking water penetration, PLI schemes to incentivize industrial expansion, etc. are some of the projects which will drive the economy in the medium term. Massive vaccination drives conducted in past is expected to reduce disruption from new wave of pandemic. Rising GST collections and exports are signs of rising manufacturing activity despite headwinds from inflation.

India''s domestic steel demand is expected to remain robust for at least next two years irrespective of price movement due to the massive spending announced by the central government on infrastructure projects along with recovery in the real estate markets. Revival of the automotive industry, due to improving availability of semiconductors would further drive steel demand. WSA expects India''s steel demand to rise 7.5% in CY 2022 (highest among all steel producers) followed by 6% in CY 2023.

Opportunities and Threat

The Indian steel industry has a good chance to seize the opportunity as the steel mills are gearing up for an increase in demand from overseas buyers as the pandemic has choked the supplies from China. National Steel Policy 2017 states that India''s objective is to increase the per Capita Steel Consumption from 60 Kg. to 160 Kg. by 2030-31, this in turn would have 300 tonne capacity.

Also, to achieve 5 trillion USD economy by fiscal year 2025, India needs to spend 1.4 trillion USD on infrastructure. The growing steel industry, along with the elevating infrastructure development, is augmenting the demand for refractory materials.

These materials exhibit higher-temperature resistance than conventional ones, thereby positively influencing the market growth. The widespread adoption of unshaped refractories for several construction applications is also inflating the global market. Additionally, the high prevalence of recycling refractory materials for steel production is also augmenting the market growth. The growing popularity of refractories in various sectors, such as aerospace, automotive, medical, and electrical, is anticipated to drive the market.

Indian steel sector faces huge tailwind of demand drivers due to massive spending by government on several infrastructure projects also supported by increased budget allocation in some of these schemes such as Jal Jeevan Mission for steel pipes. Projects like National Infrastructure Pipeline, housing projects, national highways and road projects etc. are other opportunities for massive steel consumption. The Automotive sector faced supply side issues for last 2 years due to semiconductor shortage which is now easing. The vehicle scrappage policy will also drive massive demand for commercial vehicles.

However, one of the largest threats to Indian steel industry is the imposition of 15% duties in May''2022 on exports of several steel products. This was a step taken to ease down the exponential surge in steel prices which were making several infrastructure projects unviable. The immediate impact of this has been the 53% fall in monthly finished steel exports in June'' 2022. As a result, Crude steel and finished steel production declined 2% month on month in June''2022. But the positive side of this is the 15% fall in steel prices and substantial reduction in raw material cost due to tepid demand from India. Another threat to India steel industry is the steep depreciation of the Indian Currency (INR) which has now made some imported raw materials expensive. While sea freight has seen some easing but remains elevated from pre-covid levels.

The disruptions created by the Russia-Ukraine war and the interest rate hike by the central government remain major concerns which can limit steel demand growth in the medium term. Although global semiconductor supply has improved, there remains substantial supply demand gap. Further, imposition of export duties by the Indian government has further dampened steel production but is expected to be a temporary phenomenon to ease the sky-high steel prices. Slowdown in Europe due to high energy prices and recessionary risk in USA due to steep tightening of the monetary policy can limit export led steel demand for India in medium term.

• The rise in energy surcharge which we are not able to pass on to all our customers as our competitors are not asking for any energy surcharge (all their supplies are from India and China and not from Europe) is a major concern which have reduced the margins.

• For sourcing of raw materials, the industry is highly dependent on China.

• In China, the key producer of magnesite is the Liaoning province. Production of magnesia there came under stress due to stricter environmental control, and the recent power cuts in the Liaoning province have aggravated the

problem. 97% fused magnesia and white fused alumina prices, which is main raw material of refractory products has increased significantly.

• Industry is operating on thin margins and high working capital due to its nature of business. Over the last few years, we are also facing serious issues of financial sustainability due to constantly rising costs on all fronts, thus reducing margins due to constant price pressure from customers. COVID-19 situation has made the industry even more vulnerable.

• There is an urgent need for all stakeholders, especially our customers to help us by compensating for such cost increases and support through working capital to avoid any adverse impact.

• In India the Government need to abolish the export duty on steel for the growth and capex infusion.

Outlook - Global and Indian Economy and Indian Steel Sector Outlook

Last quarter of CY 2021 again witnessed COVID-19 led disruptions which led to exponential surge in global inflation led by doubling of energy prices, wage pressure and rise in food prices. In CY 2022, tapering of monetary policy in several countries especially USA and slowdown of China''s real estate sector has led to downgrades in growth estimates for several economies. This was further disrupted by Russia-Ukraine war which had far reaching consequences on global commodity supply chain especially the energy supply to Europe which further added to Inflation. Several large economies started increasing interest rate to limit inflation which will impact GDP growth in CY 2022. World GDP output which grew by 6.1% in CY 2021 (source: International Monetary Fund - IMF) is now expected to halve to 3.6% each in CY 2022 and CY 2023 led by slowdown in GDP growth in China, EU, and USA. Russia''s GDP is expected to de-grow by 8.5% in CY 2022 due to trade ban by several countries.

The important developments in the steel sector during the month of April''2022 in FY 2022-23 are as following:

1. Ministry has initiated preparation of framework document for development of multi-modal connectivity, as envisaged under PM Gati Shakti National Master Plan to provide integrated and seamless connectivity for movement of much larger volumes of raw materials and finished products emanating from the enhanced production capacity of 500 MT for steel industry envisioned over Amrit Kaal i.e., by CY 2047.

2. A meeting with stakeholders of steel Industry was held in April''2022 under the Chairmanship of Hon''ble Minister of Steel to discuss the roadmap for achieving targets as per National Steel Policy (NSP), 2017, creating a globally competitive steel industry in India and achieving Government''s vision of Aatmanirbhar Bharat in specialty steel by taking advantage of Production Linked Incentives (PLI) Scheme for Specialty Steel launched by the Ministry. Stakeholders, including private steel sector companies, were urged to contribute towards the target of 500 million

tonnes (MT) of green and clean steel capacity in the country in the 25 years of the Amrit Kaal.

3. HSM met a high-level delegation from International Renewable Agency (IRENA) in New Delhi, on 27 April 2022 and discussed issues relating to use of renewable energy in Indian steel industry. Matters like, achievements of the world in the field of decarbonization, international cooperation for technology, need for technical and financial help for establishing pilot plant to develop green hydrogen for green DRI as well as carbon capturing, need for technology to make small industries energy efficient etc., were also discussed.

4. The month-wise production of both crude and finished steel as well as consumption of finished steel over the recent months indicates to an overall increasing trend with month-on-month fluctuations in production and consumption. Production of both crude and finished steel as well as consumption of finished steel was highest in April''2022 when compared to previous three years however, production and consumption of steel was lower than that in the previous month i.e., March''2022

Refractory Sector Update

Refectories business demand is at peak in India due to heavy financial stimulus for infrastructure projects - domestic and global is expected to keep demand for refractories robust soon. Historically, refractory companies have been steady revenue compounder with stable margins, net cash balance sheets and superior return ratios, a remarkable contrast to its customer steel sector, thereby largely obviating the severe cyclicity of commodity companies. We expect recycling and localization to support margins for refractory players.

• Demand drivers at peak for refractory industry: 75% of

the refractory demand is driven by steel and rebound in steel demand post pandemic is already evident with 25% growth in first half of FY 2021-22 in steel production. We expect this trend to continue due to robust government spending on schemes like National infrastructure projects, PLI scheme, Jal Jeevan Mission, housing schemes, etc. New steel capacity worth ~38mn tonnes in the next 4 years will also drive additional demand for refractories. Strong export demand for Indian steel due to production curbs by China will further accelerate refractory demand. Historically, revenue growth of refractory players has been ~1.5 times of growth in steel production and therefore we expect at least 12% Compound Annual Growth Rate revenue growth for refractory manufacturers over FY 2021-24.

• Refractory a consumable (does not face commoditylike volatility): Despite 75% of the demand for refractories being driven by steel and hence perceived as susceptible to commodity price risks, our long-term study of refractory companies concludes that its gross margins vary within a very narrow range, unlike a typical commodity company. Their revenue growth has seen continuous compounding unlike declines seen by metal companies. Refractory companies also have a commendable track record of net cash balance sheets over the last 5 years, superior and

stable return ratios compared to a commodity company, and consistent FCF generation. As a steady consumable business, it deserves a higher multiple than commodity companies.

• Localization and recycling to support margins (discourage imports): Recycled material which saves 30% of the cost. This will also reduce dependence on China. Advanced R&D expertise will further result in localization of several products like Magnesia bricks and pre-casts thereby discouraging imports and controlling cost. However, high sea freight and shortage of raw materials from China can pressurize costs in medium term, partially compensated by higher realizations. We expect export demand to improve on recovery in steel production in EU and US.

Update and Benefits of the new structure

The scheme of amalgamation between the Company and its erstwhile fellow subsidiaries i.e., RHI India Private Limited and RHI Clasil Private Limited is approved by Hon''ble National Company Law Tribunal, Mumbai Bench vide its order dated 5 May 2021 with appointed date of 31 July 2018.

As a result of substantial restructuring and consolidation in the India steel industry, demand for higher performance and better-quality solutions has increased — a development which corresponds well to our strengths as a Group and enables us to take advantage of this position, whilst also working to further strengthen our position in the market in terms of cost competitive refractory solutions.

As a combined group in India, RHIM''s business here will be in a strong position to benefit from this consolidation based on the breath of the combined organization as well as its long-standing relationships with the market-leading customers. All the merged Companies are into same and allied business activities.

The new organization structure came out as one strong entity to seize growth opportunities and enhance the shareholders'' value. It helps in simplification of the corporate structure and consolidation of Indian business. One strong entity enhances the business and operational synergies, shareholders value and utilization of resources due to pooling of management expertise, technologies, and other resource of the companies. This also creates a larger asset base and facilitation of access to better financial resources by optimizing cash flow which contributes to overall growth prospects of the combined company. For the customers the new entity provides single window for all refractory solution under one umbrella though establishing comprehensive refractory product portfolio. There is also an ongoing exercise to optimize the production footprint in India through maximizing the operational and supply chain excellence. The merger enhances the shareholder value pursuant to economies of scale and business efficiencies.

Leading innovation and technology in flow control and lining products:

Flow control:

• Slide gate: Our market share in the slide gate has increased owing to orders from steel majors in existing operations

and other green field expansion projects. Moreover, the Company is converting most of the old generation slide gate systems to the new generation S gates with the help of group Company which provides higher safety standards, higher refractory lifetime and lower cost of operation.

• Ladle Purging: There is a significant market share improvement in purge plugs also, the Company has introduced Hybrid plugs with significant performance improvement at various alloy steel makers. Moreover, a new manufacturing facility is being added at Bhiwadi for production of Purge plug aiming for the regional market.

• Tundish & ISO: — Apart from being the market leader in the long segment — we have forayed into the slab segment also — recently could achieve world record of successfully casting 10,000 tons through a single tundish for a slab caster, moreover various new technologies like Mono Tube Changers, Tundish slide gate mechanism, Nozzle Changers for billet casters are also being introduced in various customers.

To enter the niche market of thin slab casters, we have got trial permissions for our tailor-made products and soon we shall a be producing all refractories for thin slab casters from our Bhiwadi plant by end of the year 2022.

Digitalization

Other technological offerings: Tundish, Various sensors for continuous casting, Robotics for Slide gate application etc. are also presented to various customers.

Products/ services for steel quality improvement: Various new products like Purgebeam, Magfilter etc. aiming at significant quality improvement is also introduced successfully in various customers. New products are designed with the help of flow simulation studies which enables the customer to visualize the flow of molten steel in mould and tundish.

For brief details on key financial ratios, kindly refer financial statements.

9. DIVIDEND

Based on the Company''s performance, your directors are pleased to recommend final dividend of '' 2.50 (250%) per equity share on 160,996,331 equity shares of Re. 1.00 each for the FY 2021-22. This payment of final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (''AGM''). The recommended dividend shall be paid to those shareholders whose name would appear in the Register of Members as on the record date (i.e., 15 September 2022).

In view of the changes made under the Income Tax Act, 1961 by the Finance Act, 2020, dividend paid or distributed by the Company shall be taxable in the hands of the shareholders. The Company shall, accordingly, make the payment of dividend after deduction of tax at source.

The dividend pay-out is in accordance with the Company''s dividend distribution policy and the policy is available on the weblink www.rhimagnesitaindia.com/investors/corporate-governance/policies

10. SUBSIDIARY COMPANY

The Company has one subsidiary i.e. Intermetal Engineers (India) Private Limited (“Intermetal”) as on 31 March 2022. There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 (“Act”). During the period under review, there has been no material change in the nature of business of the Intermetal.

The financial statements of the Company including consolidated financial statements along with relevant documents are available on the website of the Company https://www.rhimagnesitaindia. com/investors

During the period under review, there has been no change (creation or cessation) in any of the subsidiary, associate or joint venture of the Company.

Financial Performance of Subsidiary Company

During FY ended 31 March 2022, revenue from operations of Intermetal has been increased from '' 401.19 Lacs in previous year to '' 455.98 Lacs in current year. Profit After Tax has been increased from '' 66.87 Lacs in previous year to '' 101.26 Lacs in current year.

In accordance with Section 129(3) of the Act, a statement containing salient features of financial statements of Intermetal in Form No. AOC-1 is attached to this report as Annexure-I.

11. MATERIAL CHANGES AND COMMITMENTS

No material change or commitment affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate and date of this report, except as disclosed elsewhere in this report.

12. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate internal control system in place, and also has reasonable assurance on authorizing, recording and reporting transactions of its operations. The Company has a well-placed, proper and adequate internal controls environment, commensurate with its size, scale and complexities of its operations. The Company had already developed and implemented a framework for ensuring internal controls over financial reporting. This framework includes entity level policies, processes and operating level standard operating procedures.

Internal control systems are an integral part of your Company''s corporate governance structure. These have been designed to provide reasonable assurance with regard to inter-alia (a) recording and providing reliable financial and operational information; (b) complying with the applicable statutes; (c) safeguarding assets from unauthorized use; (d) executing transactions with proper authorization and ensuring compliance with corporate policies; (e) prevention and detection of frauds / errors and (f) continuous updating of IT systems.

The Company''s management has assessed the effectiveness of the Company''s internal control over financial reporting as of 31 March 2022.

The Audit Committee reviewed the reports submitted by the Management, Internal Auditors and Statutory Auditors. Based on their evaluation (as defined in section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Committee has concluded that, as of 31 March 2022, the Company''s internal financial controls were adequate and operating effectively.

13. HUMAN RESOURCES

For RHIM, employees are its most valuable asset and the Company is committed to the wellbeing and development of its employees. Your Company believes in enhancement of competencies of its employees. Employees are facilitated to participate in various training programs, equal emphasis is given on technical & soft skills. numerous opportunities have been created for the employees to develop.

During recent years, Company''s main focus of in-house trainings was on interpersonal skills, behavioral attributes, customer focused culture, lean implementation and 6''s at shop floor. The dedicated learning and development programmes enhance the right skill sets and relevant knowledge to employees to achieve operational and futuristic benefits. The Company endeavors to keep the employee''s motivation high by providing congenial & respectful work atmosphere and rewarding/remunerating effectively. 100% safety of our employees is one of the important operative targets for RHIM. Various initiatives have been launched to engage employees.

Celebrating festivals and achievements on various occasions is part of RHIM culture. Various activities and programs have been conducted within the organization to create fair and equitable work culture leading to cordial relations between the management and the employees of the Company.

14. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all contracts / arrangements / transactions entered by the Company with related parties were in ordinary course of business and on an arm''s length basis, the Company has not entered into any contracts /arrangements / transactions with related parties which could be considered material in accordance with the Company''s policy on materiality of related party transactions.

The Board of Directors of the Company has approved the criteria for making the omnibus approval by the Audit Committee within the framework of the policy on related party transactions. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and proposed to be entered in the ordinary course of business and at arm''s length during the financial year. All related party transactions are placed before the Audit Committee for review and approval.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC - 2 is not applicable to your Company.

The Company has obtained approval of shareholders, by way of postal ballot for material related party transaction(s) with

M/s. RHI Magnesita GmbH, for an amount of '' 100,000 Lacs (Rupees One thousand crore), for the FY 2021-22 and onwards with yearly increase of 30% every year in the value of such transactions up to the FY 2025-26.

The policy on materiality of related party transactions and dealing with related party transactions can be accessed on the Company''s website at the link: www.rhimagnesitaindia.com/ investors/corporate-governance/policies

Members can also refer note 36 of the financial statements, which set out related party disclosures.

15. CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Company''s Corporate Social Responsibility (CSR) Policy as adopted by the Board and its initiatives on CSR activities during the year under review are set out in Annexure II of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee including composition, please refer to the Corporate Governance Report, which is a part of this report. The CSR policy is available on www.rhimagnesitaindia.com/investors/corporate-governance/ policies

Your Company was required to transfer unspent CSR amount of '' 135.40 Lacs as on 31 March 2021 to any of the funds prescribed under Schedule VII of the Act within 6 months from the end of the financial year i.e. on or before 30 September 2021. An amount of '' 32 Lacs was deposited by the Company within prescribed timelines while due to deteriorating global pandemic of COVID-19 in the initial period of F.Y 2021-22, the Company was not able to transfer rest of the unspent money i.e. '' 103.41 Lacs, which was later on deposited by the Company to Prime Minister''s Citizen Assistance and Relief in Emergency Situations Fund and subsequently filed an application for compounding of offence with the appropriate authorities.

16. RISK MANAGEMENT

The Company''s Board of Directors has overall responsibility for the establishment and oversight of the Company''s risk management framework. The Company has framed a Risk Management Policy to identify and access the key business risk areas and a risk mitigation process. The policy aims to ensure resilience for sustainable growth and sound corporate governance by having an identified process of risk identification and management in compliance with the provisions of the Companies Act, 2013 and other applicable provisions. 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.

Occupational Safety and Health 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 after every six months and is reviewed after three months in all the operational plants and extended to the customer sites also. The safety audits were conducted at

regular intervals by internal and external agencies. The stage 1 audit for all three standards (ISO 9001, 14001 & 45001) were

successfully completed for the Visakhapatnam Unit. The employee involvement in reporting the unsafe conditions and near misses has been excellent. The Global key performance indicators (KPIs) of preventive rate has

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. The Confederation of Indian Industry, Andhra Pradesh has awarded the Best Safety Practices of innovation for the year 2021.

Safety and Health related activities have been the prime focus on customer sites with the introduction of new SOPs and existing procedures reviewed. The safety and risk audits were put into regular practice. Safety training has been always the main continuous agenda. Safety awareness has been created at all customer sites by organizing various safety events during the 51st National Safety Week. Some of the customer sites have been rated as the best performing Vendor in the steel industries.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Rudraraju Suryanarayana Raju Venkata (Mr. RVS Rudraraju) (DIN 00425640) was appointed as an additional and whole time director for a period of 5 years of the Company on 25 June 2021 and his appointment was regularized in the 11^th AGM of the Company held on 29 September 2021.

The Board of Directors, in its meeting held on 10 August 2022, has, on the recommendations of Nomination and Remuneration Committee, recommended the re-appointment and remuneration of Mr. Parmod Sagar (DIN: 06500871) as Managing Director and Chief Executive Officer for a period of 5 years w.e.f. 4 March 2023 to 3 March 2028, for shareholders'' approval in the ensuing AGM.

In accordance with the provisions of the Act and Articles of Association of the Company, Mr. Gustavo Lucio Goncalves Franco (DIN: 008754857) retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

A resolution seeking shareholders'' approval for re-appointment alongwith other required details forms part of the Notice.

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with rules framed thereunder and Regulation 16 of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Independent Directors have also submitted the declarations that they have registered their names in the independent directors'' data bank. Dr. Vijay Sharma and Mr. Nazim Sheikh, Independent Directors are exempt from passing the proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs. The name of Ms. Sonu Chadha as Independent Director was removed from the Independent Director data bank as she did not appear for her proficiency test, later on her name was restored for 1 year.

No independent director was appointed during the period under review.

During the period under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than receipt of sitting fees and reimbursement of expenses, if any.

Pursuant to the provisions of Section 203 of the Act, Mr. Parmod Sagar, Managing Director and Chief Executive Officer, Mr. RVS Rudraraju — Whole Time Director, Mr. Sanjeev Bhardwaj, Chief Financial Officer and Mr. Sanjay Kumar, Company Secretary were Key Managerial Personnel of the Company as on 31 March 2022.

During the year, Mr. RVS Rudraraju — Whole time Director was appointed as Key Managerial Personnel of the Company with effect from 25 June 2021.

Ms. Vijaya Gupta took over as Chief Financial Officer, with effect from 27 May 2022 in place of Mr. Sanjeev Bhardwaj, who has been assigned new roles and responsibilities within the Organization. Ms. Vijaya Gupta is having thirty years of work experience and she is rank holder Chartered Accountant and has completed Special Management Program from IIM(C).

18. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Company has devised the policy on remuneration and nomination for the selection, appointment and remuneration of the Directors and Key Managerial Personnel (KMP) and also remuneration of other employees who have the capacity and ability to lead the Company towards achieving sustainable development.

Salient features of the Company''s policy on remuneration and nomination are as under:

(i) Appointment of KMP and senior management is subject to the approval of the Nomination and Remuneration Committee and Board of Directors. Remuneration of KMP and senior management is decided by the Managing Director on the recommendation by the Whole Time Directors/ Executive Directors concerned, where applicable, broadly based on the Remuneration Policy in respect of Whole Time Directors /Executive Directors. Total remuneration of KMP and senior management comprises of fixed based salary, perquisites, retirement benefit, motivation rewards, bonus and other non-monetary benefits.

(ii) Non-Executive Directors are paid remuneration in the form of sitting fees for attending the Board Meetings and committee meetings as fixed by the Board of Directors from time to time subject to statutory provisions. While deciding the remuneration of Managing Director and Executive Directors, the Nomination and Remuneration Committee considers pay and employment conditions in the industry, merit and seniority of the person. The Committee encourage the balance between fixed and variable component in the remuneration which are based on the performance to achieve the Company''s target. The term of office and remuneration of whole time directors are subject to approval of the Board of Directors, shareholders and the limit laid down under the Companies Act,2013 from time to time.

The Nomination and Remuneration Policy of the Company is available on the Company''s website and can be accessed on the Company''s website at the link www. rhimagnesitaindia.com/investors/corporate-governance/ policies

19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there is no material departures;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. 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;

iv. they have prepared the annual accounts on a going concern basis;

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

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

20. 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 Act and Listing Regulations. The performance of the board was evaluated by the Board of Directors 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. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 5 January 2017.

In a separate meeting of independent directors held on 10 February 2022 performance of non-independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and nonexecutive 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.

At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

21. AUDITORS

i. Statutory Auditors

M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/N500016) (“PW”) were appointed as statutory auditors of the Company at the 7^th AGM held on 25 September 2017 for a period of 5 years for auditing the accounts of the Company from the conclusion of 7^th AGM till the conclusion of 12^th AGM of the Company for the year 2022.

The Board of Directors of the Company on the recommendation of the Audit Committee, had recommended the re-appointment of M/s. PW as the Statutory Auditors of the Company, by the members at the 12^th AGM of the Company for another term of five years.

Accordingly, pursuant to Section 139 of the Companies Act,2013, an ordinary resolution, proposing appointment of M/s. PW, as the Statutory Auditors of the Company for another term of five years i.e. from the conclusion of 12^th AGM till the conclusion of 17^th AGM of the Company to be held in the year 2027, forms part of the Notice of the 12^th AGM of the Company.

The Company has received their written consent and a certificate that they satisfy the criteria provided under Section 141 of the Companies Act,2013 and that the re-appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.

ii. Internal Auditors

The Board has appointed M/s. Chaturvedi & Partners as Internal Auditors for the FY 2021-22 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 2022-23.

iii. Secretarial Auditor

The Company has appointed M/s. Naresh Verma & Associates, Company Secretaries in Practice, to conduct Secretarial Audit for the FY 2021-22 as required by Section 204 of the Companies Act, 2013 and rules made thereunder. The Company provided all assistance and facilities to the secretarial auditors for conducting their audit. The Secretarial Audit Report for the FY 2021-22 is annexed herewith marked as Annexure - III.

M/s. Naresh Verma & Associates was re-appointed as Secretarial Auditors of the Company for FY 2022-23.

The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder. The Secretarial Auditors have confirmed that they are not disqualified to be appointed as the Secretarial Auditors of the Company for FY 2022-23.

iv. Cost Auditor

Pursuant to Section 148 of the Companies Act,2013 read with rules thereunder, your Company is required to maintain cost records and said records are required to be audited by a Cost Accountant in practice. In this connection, the Board of Directors of the Company has on the recommendation of the Audit Committee, appointed M/s. K. G. Goyal & Associates as the Cost Auditors of the Company for FY 2022-23.

In accordance with the provisions of Section 148(3) of the Companies Act,2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the cost auditors as recommended by the Audit Committee and approved by the Board has to be ratified by the members of the Company. Accordingly, appropriate resolution forms part of the notice convening the AGM.

M/s. K. G. Goyal & Associates have vast experience in the field of cost audit and have conducted the audit of the cost records of the Company for the past several years under the provisions of the erstwhile Companies Act, 1956.

The due date of filing the cost audit report for the year ended 31 March 2021 was 30 September 2021 and the same had been filed on 14 August 2021. Cost Audit Report for the year ended 31 March 2022 will also be filed within statutory time limit.

22. AUDITOR''S QUALIFICATION AND MANAGEMENT REPLY THEREON

The observations and comments given by the statutory and secretarial auditors in their report read together with notes to Accounts for the year ended 31 March 2022 are specified herein below alongwith further comments and explanation by Board of Directors under Section 134 of the Act.

There is no qualification or observation in the reports of the Statutory Auditor. Observations of Secretarial Auditors'' alongwith management representations are given here in below:

(i) The unspent CSR expenditure of '' 135.40 Lacs for the year ended 31 March 2021 was transferred by the Company to the funds prescribed under Schedule VII of the Companies Act 2013 after the due date and an application for compounding of offence in this regard has been filed by the company with the appropriate authorities.

Management Response:

Details given in Corporate Social Responsibility section of this report.

(ii) The expenditure made by the Company towards CSR activities during the year ended 31 March 2022 was less than the prescribed amount by '' 187.68 Lacs and as reported by the company the same has been duly transferred by the Company to the funds prescribed under Schedule VII of the Companies Act 2013 within the due date.

Management Response:

As stated in the observation itself, the CSR funds that remained unspent during the year ended 31 March 2022 were deposited with the funds prescribed by the Government of India within the prescribed period.. Further details given in Annexure II of this report.

(iii) The Company filed the Form FC-GPR with the Reserve Bank of India in connection with allotment of 33,124,694 fully paid equity shares of Re. 1 /- each to non-residents on 25 June 2021 pursuant to Composite Scheme of Amalgamation approved by Hon''ble National Company Law Tribunal, Mumbai Bench vide its order dated 5 May 2021 within the due date, however the same was rejected for want of some documents. The said form FC-GPR has now been registered by the RBI with submission of late fees.

Management Response:

The Form FC-GPR was filed by the Company with the Reserve Bank of India (RBI) within the prescribed time. The said form was rejected for want of certain documents of the Transferor Companies. Later, on resubmission of said form, RBI registered the same after imposing late submission fee.

(iv) The name of Ms. Sonu Chadha as Independent Director was removed from the Independent Director data bank as she did not appear for her proficiency test. The name was later restored for 1 year.

Management Response:

Your Independent Director — Ms. Sonu Chadha, due to her pre-occupancy, could not appear for the self-proficiency test as introduced by the Government of India and her name was temporarily removed from the Independent Director Databank. The Company has received a declaration from Ms. Chadha stating that her name has been restored in the data bank for 1 year.

There are no frauds reported in the reports of the auditors as mentioned under sub-section (12) of Section 143 of the Act.

23. EXPORT HOUSE STATUS

The Company enjoys the status of “One Star Export House”.

24. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of your Company during the year under review.

25. DISCLOSURES

i. Vigil Mechanism /Whistle Blower Policy

The Company has adopted a whistle blower policy establishing vigil mechanism for directors and employees to report their concerns about unethical behavior, actual or suspected fraud or any violation of Company''s code of conduct.

The policy on vigil mechanism and whistle blower policy may be accessed on the Company''s website at the link: www.rhimagnesitaindia.com/investors/corporate-

governance/policies

ii. Audit Committee

The composition of the Audit Committee has been given in Corporate Governance Report. All the recommendations made by the Audit Committee were accepted by the Board.

iii. Number of Board Meeting

The Board of Directors of the Company met five (5) times in the year, the details of which are provided in the corporate governance report.

iv. Particulars of Loans given, Investment made, Guarantees given and Securities provided

The particulars of loans, guarantees and investments as per Section 186 of the Act, have been disclosed in the financial statements.

v. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo

The particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo, as required to be disclosed under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 are provided in Annexure - IV.

vi. Annual Return

The Annual Return for the FY 2021-22 is available on Company''s website at www.rhimagnesitaindia.com/ annualreturns

vii. Particulars of employees and related disclosures

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure - V.

viii. Corporate Governance Report

Report on Corporate Governance is annexed herewith as Annexure - VI to this report.

ix. Business Responsibility Reporting

The Company''s ethical and responsible behaviour complements its corporate culture. Being a public listed company, the Company recognises that its accountability is not limited only to its shareholders from a financial perspective but also to the larger society in which it operates. During the year, consequent to the requirements of reporting of its business responsibility initiatives becoming mandatory under the Listing Regulations, the Company formulated a consolidated policy on business responsibility which lays down the broad principles guiding the Company in delivering its various responsibilities to its stakeholders. The policy is intended to ensure that the Company adopts responsible business practices in the interest of the social set up and the environment so that it contributes beyond financial and operational performance.

A copy of the policy is available at www.rhimagnesitaindia. com/investors/corporate-governance/policies and the Business Responsibility Report for FY 2021-22 in terms of Regulation 34 of the Listing Regulations is annexed to this report as Annexure - VII.

x. Transfer of amounts to Investor Education and Protection Fund

Details regarding transfer of amount & shares to IEPF has been given in Corporate Governance Report.

xi. Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act,2013

The Company has formulated and implemented a policy of prevention of sexual harassment at the workplace with mechanism of lodging/redressal complaints. During the year under review, there were no complaints reported to the Board. The policy may be accessed on the Company''s website at the link: www.rhimagnesitaindia.com/investors/ corporate-governance/policies

xii. Compliance with the Institute of Company Secretaries of India (“ICSI”) Secretarial Standards

The relevant Secretarial Standards issued by the ICSI related to the Board Meetings and General Meeting have been complied with by the Company.

xiii. No disclosure or reporting is required in respect of the following items as there were no transaction on these items during the year under review:

- Details relating to deposit and unclaimed deposits or interest thereon.

- Issue of equity shares with differential rights as to dividend, voting or otherwise.

- Issue of shares (including sweat equity shares) and Employee Stock Option Scheme of the Company under any scheme.

- No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern and Company''s operation in future

- Details of difference between amount of valuation done at the time of one time settlement and the valuation done while taking loan from banks or financial institutions alongwith the reasons thereof.

- No application has been made or no proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year or at the end of FY 2021-22.

26. CAUTIONARY STATEMENTS

Certain statements in the “Management Discussion and Analysis” describing the Company''s views about the industry, expectations/ predictions, objectives etc., may be forward looking within the meaning of applicable laws and regulations.

Actual results may differ materially from those expressed in the Statement. Company''s operations may inter-alia affect with the supply and demand stipulations, input prices and their availability, changes in Government regulations, taxes, exchange fluctuations and other factors such as Industrial relations and economic developments etc. Investors should bear the above in mind.

27. ACKNOWLEDGEMENTS AND APPRECIATION

Your Directors place on record their deep appreciation to the customers, shareholders, suppliers, bankers, business partners/ associates, Central & State Governments and Governments of various countries where we have our operations for their consistent support and encouragement to the Company. I am sure you will join our Directors in conveying our sincere appreciation to all employees of the Company and its subsidiary for their hard work and commitment. Their dedication and competence have ensured that the Company continues to be a significant and leading player in the refractory industry.

On behalf of the Board of Directors

Dr. Vijay Sharma

Chairman

Gurugram, 10 August 2022 (DIN:00880113)

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Mar 31, 2019

Dear Shareholders,

The directors are pleased to present the 9th Annual Report of Orient Refractories Limited (the “Company”) along with the audited financial statements for the financial year ended 31 March 2019.

1. FINANCIAL RESULTS

(Amount in Rs. Lacs)

Particulars	2018-19	2017-18
Gross revenue from operations	74,794.70	63,722.73
Total expenditure before finance cost and depreciation	61,996.63	51,017.74
Operating Profit	12,798.07	12,704.99
Add: Other income	1,817.29	1,062.23
Profit before finance cost, depreciation, exceptional items and taxes	14,615.36	13,767.22
Less: Finance costs	-	-
Profit before depreciation, exceptional items and taxes	14,615.36	13,767.22
Less: Depreciation	863.12	682.69
Profit/(Loss) before exceptional items & tax	13,752.24	13,084.53
Add/(Less): Exceptional Items	-	-
Profit before taxes	13,752.24	13,084.53
Less: Tax Expense	4,769.58	4,501.21
(A) Profit/(Loss) after taxes	8,982.66	8,583.32
(B) Total other comprehensive income	(19.51)	(14.43)
(C) Total comprehensive income for the period [ A B ]	8,963.15	8,568.89
Retained Earnings: Balance brought forward from the previous year	31,079.84	26,125.87
Add: Profit for the period	8,982.66	8,583.32
Add: Other Comprehensive Income recognised in Retained Earnings	(19.51)	(14.43)
Balance Which the Directors have apportioned as under to:	40,042.99	34,694.76
(i) Dividend on Ordinary Shares	3,003.48	3,003.48
(ii) Tax on dividends	617.37	611.44
Total Appropriations	3,620.85	3,614.92
Retained Earnings: Balance to be carried forward	36,422.14	31,079.84

2. COMPANY PERFORMANCE AND OPERATIONS

The Company demonstrated strong double digit growth during financial year 2018-19. The revenue (excluding GST) stood at Rs. 74,794.70 lacs as compared to Rs.62,678.77 lacs in 2017-18, registering a growth of 19.33%.

The Company ended the year with a 5.07% increase in profit before tax as compared to the previous year. Profit before tax for the year 2018-19 stood at Rs.13,748.28 lacs.

As per the list of Top 1000 companies (based on Market capitalization as on 31 March 2019) available on NSE website, your Company is now one of the top 500 companies (based on Market capitalization as on 31 March 2019) and is required to comply with various additional regulations stated in SEBI (LODR) Regulations, 2015. The Company has already initiated steps to comply with such new regulations.

3. MANAGEMENT DISCUSSION AND ANALYSIS

COMPANY OVERVIEW

Orient Refractories Limited (ORL) is in the business of manufacturing and marketing special refractory products, systems and services to the steel industry in India and Globally. ORL is market leader for special refractories in India and has many global customers for its international quality products. ORL produces nearly 50,000 tons of refractory per annum including customized products and system solutions.

The refractory products are mainly used in high temperature manufacturing processes in iron and steel industry, metal smelters, cement, glass industry and for other industrial products. Demand for refractory is primarily dependent on the consumption of steel, which accounts for about 75% of the total value and the remaining is used for glass, cement, non-ferrous, petrochemicals etc.

Products of ORL are manufactured at its state-of-the-art manufacturing facility at Bhiwadi in Rajasthan. The Company has ongoing programs for improving efficiency and effectiveness of its manufacturing processes, raw material cost, energy conservation, control over working capital and to produce special refractories at low cost so as to add maximum value to the customers. Energy efficient installations have been made at the factory. Best in class safety measures and processes have been put in place and improved upon at the factory and all working sites.

The products of ORL are of Global standards in quality and highly cost competitive, which makes it attractive for the customers worldwide.

In the year 2016, the parent company of ORL, RHI AG reached at an agreement with controlling shareholding of another global refractory company, M/S Magnesita GP & Rohne and became the largest refractory company in the world. The combined Company, called RHI Magnesita, is serving ORL customers by offering more comprehensive range of products and services.

ABOUT PARENT COMPANY RHI MAGNESITA N.V

RHI Magnesita is the leading global supplier of high-grade refractory products, systems and solutions which are indispensable for industrial high-temperature processes exceeding 1,200°C in a wide range of industries, including steel, cement, non-ferrous metals and glass. With a vertically integrated value chain, from raw materials to refractory products and full performance-based solutions, RHI Magnesita serves customers in nearly all countries around the world.

The Company has a high level of geographic diversification with more than 14,000 employees in 35 main production sites and more than 70 sales offices around the world. RHI Magnesita intends to leverage its global leadership in terms of revenue, scale, product portfolio and diversified geographic presence to target strategically those countries and regions benefitting from more dynamic economic growth prospects.

Its shares have a premium listing on the London Stock Exchange (symbol: RHIM) and are a constituent of the FTSE 250 index.

CONSOLIDATING AND STRENGTHENING THROUGH MERGER OF RHI INDIA PVT. LTD, RHI CLASIL PVT. LTD INTO ORIENT REFRACTORIES LIMITED

In 2018, RHI Magnesita group commenced the reorganization of its Indian operations by merging its two other Indian subsidiaries - RHI Clasil Pvt. Ltd. and RHI India Pvt. Ltd., with Orient Refractories Ltd., thereby enhancing the business and operational synergies via pooling of management expertise, technologies and other resources between the businesses.

The combined business, which is underpinned by the expertise and experience of its global, market-leading parent company - RHI Magnesita - will create a larger asset base in India, and importantly will provide customers with one single refractory solutions platform offering the industry’s most comprehensive product portfolio, including, among others, Magnesia and Alumina based bricks and mixes for large industrial clients as well as specialty refractory products, with proven supply and sales capabilities.

INDUSTRY OVERVIEW

Global Steel Industry :

In 2018, despite concerns about trade protectionism, global steel production grew by 4.6% to a new peak of 1.81 billion tonnes. In 2018, China accounted for 52% of global steel production East Asia 11%, EU28 9%, NAFTA 7%, India 6%, CIS 5% and the rest of the world 9%. Production in 2018 increased by 1.0% in East Asia, decreased 0.3% in EU28, and increased 4.1% in North America, 4.9% in India, 0.3% in CIS and 5.7% in the rest of the world. In Q1CY19, China’s steel production grew to 231.1 Mt vs. 210.2 mn MT, USA’s steel production stood at 30.7 Mt vs. 29.5 Mt and there was slight slow down seen across Europe.

Indian Steel Industry :

In Q4 FY19, Domestic Steel production was flat at 27.4 Mt compared to the same period in 2018. Indian Steel consumption has grown by 5.7% YoY and reached 92.1 MT in 2018 (as per World Steel Association). Amongst the consumption driven sectors, automotive and consumer durables have clocked ~16% and ~22% growth respectively in 2018. However, automotive sector is witnessing softer demand conditions since Oct-Nov 2018. Going by the recent trend, and a strong base effect, growth is expected to slow down in the first half of 2019. However, revival is expected in the 2nd half of the year with pre-buying before BS-VI implementation and improvement in consumption growth. The Indian Steel Association has forecasted India’s steel demand to grow by 7.1% in calendar year 2019 and by 7.2% in calendar year 2020. Investment driven sectors such as Construction, Capital Goods & Railways are likely to maintain the healthy growth momentum driven by infrastructure programs such as Bharatmala, Sagarmala, Railway track electrification, dedicated freight corridors, metro rails, etc. In the wake of stressed steel assets getting acquired through NCLT by stronger players and brownfield expansions being announced by large steel players; there could be an additional capacity of about 20-30 mn tons over the next 2 years. As per the steel industry report India has become the second largest producer of steel surpassing Japan and is well placed to achieve the Indian Steel Ministry’s target of erecting steel capacity of 300 million tons per annum by the end of 2030.

Global Refractory Industry :

Global Refractories Market is currently around $39.2 billion and it is estimated to grow at a CAGR of 5.2% and reach a size of $48.6 billion by 2023. Asian market is poised to grow faster than the rest of the world as steel production heats up in the Asian pacific countries.

Indian refractory Industry :

Indian refractory industry is around Rs 9,000 crores, which is 3% of the global refractory market. Indian market is expected to grow at 5-6%. Indian refractory makers are currently reeling from high raw material prices which are expected to see some kind of reduction in FY19. Prices for graphite have declined over the last 6 months, while bauxite, aluminum and magnesia prices continue to remain firm. The refractory industry is looking for alternate minerals and trying to increase the use of recycled materials.

ORIENT REFRACTORIES AND BENFEITS OF THE NEW STRUCTURE

Year 2018 has seen the Indian steel market becoming the second largest in the world, further reinforcing the necessity RHI Magnesita continued emphasis on this geography. The Indian Steel Ministry has set a 300MT per annum steel capacity target by the end of 2030 which bodes well for the future of this industry. The Indian steel industry is undergoing consolidation, which is expected to build up its strength but also to provide a higher market share for industry leaders. As a result of substantial restructuring and consolidation in the India steel industry, demand for higher performance and better quality solutions has increased - a development which corresponds well to our strengths as a Group and enables us to take advantage of this position, whilst also working to further strengthen our position in the market in terms of cost competitive refractory solutions.

As a combined group in India, RHI Magnesita’s business here will be in a strong position to benefit from this consolidation on the basis of the breath of the combined organization as well as its long-standing relationships with the market-leading customers.

The new organization structure will form one strong entity to seize growth opportunities and enhance the shareholders’ value. It will help in simplification of the corporate structure and consolidation of Indian business. One strong entity will enhance the business and operational synergies, shareholders value and utilization of resources due to pooling of management expertise, technologies and other resource of the companies. This will also create a larger asset base and facilitation of access to better financial resources. For the customers the new entity will provide single window for all refractory solution under one umbrella. There is also an ongoing exercise to optimize the production foot print in India through maximizing the operational and supply chain excellence.

CHALLENGES & OPPORTUNITIES

Challenges:

The year 2018 was good for India with the GDP growth of over 7%. However, certain factors negative factors slowed down the industrial growth and made for a more competitive domestic market. Below are the factors that resulted in challenging times for the industries in terms of growth and margins-

1. Bad debts in banking system and non-performing assets led to low investments and low capitalization in Indian Industry, there were no Greenfield projects in 2018 for steel manufacturing.

2. Managing currency risk is a big concern to keep the margins intact. Rupee depreciated against dollar in second half of the year resulting in reduced margins and impacted Q3/Q4 results of the Company.

3. While steel output prices turned soft, inputs continue to be costlier for domestic production. There are likely to be pressure on the margins in future.

4. Trade tensions between the countries have lead to slow geographical growth, new markets has to be explored for capacity utilization.

5. Crude oil prices are increasing continuously having an impact on prices.

6. There is slowdown in demand due to trade tension between major steel producing countries, currency volatility and normalization of monetary policy in EU & US.

7. Capacity cut across the industries to safeguard the environment, especially China, has created scarcity of raw material.

Opportunities :

India became the second largest steel producer in the world surpassing Japan, after a decade of solid growth. An ambitious government program aims to reach 300 kton of steel production by 2030 and triple the output of 2016. The per capita steel consumption is likely to increase from 63 kg to 160 kg. India’s steel production and demand is expected to increase by 5% and 7.3% respectively in 2019 backed by growth in investment in infrastructure and construction projects, complemented by strong automotive demand. At present Indian steel industry is running at 78% utilization rate ( current capacity 130 kton per annum). The demand outlook for next 3-5 years looks set to mirror the GDP growth at 7 % led by robust demand from infrastructure and construction sectors, supported by revival in industrial capex. After 2019 general elections, it is expected that the Government of India will take some more measures in upcoming fiscal budget to boost the overall sentiments.

ORL is fully focused on taking advantage of the expected increase in steel production as the parent Company RHI Magnesita has started integration of three legal entities in India for pooling the resources for market expansion, product expansion using expertise of the parent company and is also exploring the possibilities of geographical expansion. ORL expects the ongoing consolidation efforts to conclude by mid of 2019 and pave ways for strong growth of the combined entity by better leveraging the growth potential of the Steel Industry. India steel market is growing at ~5% and ORL India business grew by 9-10 % in terms of volume and 19 % in terms of sales value as compared to FY 17-18 and is expected to further boost up.

Further, India’s economy grew at faster pace than most major nations in 2018 and this year it is poised to overtake UK to become the world’s fifth biggest economy. ORL India is taking active part in this journey.

The expansion plans of the larger Steel industries to increase the capacity of steel production are on track and schedule is to complete the projects very fast. Steel Industry in India is going under consolidation primarily due to ongoing Insolvency and Bankruptcy Code. This is expected to result in revival of steel industry and higher market share for market leaders, like Tata Steel, JSW Steel etc. and potential entry for new MNC players in India like Arcelor Mittal. Consolidation of legal entities with ORL in India will have increase the strength of its foot print in coming time.

FUTURE OUTLOOK

Trade tensions, volatile currency movement and uneven global growth are increasing uncertainty for sustainability of the increase in global steel usage. In this unpredictable environment, India growth path remains steadfast backed by Indian Government spending on Infrastructure, roads, rails, transmission and housing.

CAPACITY EXPANSION

In view of increase in demand, the existing capacity of isotopic products of 9,300 tons per annum was increased to 11,700 tons per annum in 2018. The expansion project was completed in record one year time. The addition serves to address the bottle necks in production capacity by building an additional ISO production line in existing factory at Bhiwadi. The other project includes installation of hydraulic press for slide gate refractory, which is expected to be completed in third quarter of FY 2019-20.

ENVIRONMENTAL SUSTANIBAILITY

The company is committed towards clean environment and has stopped use of Pat Coke and shifted to cleaner fuel (PNG) at Bhiwadi plant. The plan is to gradually convert all oil fired Klins to gas fired Klins.

4. EXPORT HOUSE STATUS

Your Company enjoys the status of “One Star Export House”.

5. DIVIDEND

The board recommended a dividend of 2.50 per equity share on 120,139,200 equity shares of Re. 1.00 each for the year ended 31 March 2019 (previous year Rs. 2.50 per equity share). The dividend on equity share is subject to the approval of the shareholders at the Annual General Meeting (‘AGM’) scheduled to be held on 23 July 2019. The dividend will be paid by 22 August 2019.

The register of members and share transfer books will remain closed from Tuesday, 2 July 2019 to Tuesday, 9 July 2019 (both days inclusive) for the purpose of AGM and payment of the dividend for the financial year ended 31 March 2019.

6. SHARE CAPITAL

The paid up equity share capital as on 31 March, 2019 was Rs. 1,201.39 lacs. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

7. RESERVES

The board of directors has decided to retain the entire amount of profits in the profit and loss account.

8. ACQUISION OF INTERMETAL ENGINEERING INDIA PRIVATE LIMITED

The board of directors on 30 April 2019 approved the acquisition of the entire paid-up equity share capital of “Intermetal Engineers India Private Limited” (IEIPL) [CIN: U28920MH1988PTC047421] a company comprising of 1,597 equity shares of Rs.100/- each to make it a wholly owned subsidiary of the Company. On 18 May 2019 the Company completed the process of acquisition of IEIPL. The Company has paid for 1,597 equity shares of IEIPL @ Rs.63,244/- per equity share of Rs. 100/- each.

Dr. Vijay Sharma, Director and Mr. Parmod Sagar, Managing Director & CEO of the Company have joined the board of IEIPL as nominee directors of Orient Refractories Limited w.e.f. 18 May 2019.

IEIPL was incorporated on 20 May 1988 for marketing and manufacturing of steel plant equipment (viz., slide gate system for flow control of liquid steel, oxygen lancing and CCM assemblies such as mould jacket assembly, dummy bar assembly) specially used during the flow of liquid steel for continuous casting, ingot casting which are exported to various countries and caters to about 300 to 400 regular steel plant customers in India.

IEIPL having revenues of Rs.546 lacs and total asset size of Rs.848 lacs as per the audited balance sheet as on 31 March 2018.

Turnover of last 3 years are as follows : 31 March 2018: Rs. 417.35 lacs; 31 March 2017: Rs. 466.49 lacs & 31 March 2016: Rs. 541.82 lacs.

The acquisition was not fall within related party transaction and none of the promoter / promoter group/ group companies have any interest in IEIPL.

9. UPDATE ON AMALGAMATION OF RHI INDIA PRIVATE LIMITED AND RHI CLASIL PRIVATE LIMITED WITH AND INTO THE COMPANY

The board of directors of the Company, at its meeting held on 31 July, 2018, had granted its in-principle approval to the scheme of amalgamation of RHI India Private Limited (RHI India) and RHI Clasil Private Limited (RHI Clasil) (together, the Merging Entities) with and into the Company subject to approval of the shareholders and creditors of the three companies, the stock exchanges, the Securities and Exchange Board of India (SEBI), the National Company Law Tribunal and other regulatory authorities.

In this regard, the board of directors had approved the share exchange ratio i.e. for every 100 equity shares of face value of Rs. 10 each of RHI India, issue of 7,044 equity shares of face value of Re. 1 each of the Company and for every 1,000 equity shares of face value of Rs. 10 each of RHI Clasil, issue of 908 equity shares of face value of Re. 1 each of the Company.

Subsequently, the Company had filed an application with the stock exchanges for obtaining their approval under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which approval was granted by the stock exchanges vide their letters dated 12 October 2018. Pursuant to these approvals, the Company, along with the merging entities, had approached the National Company Law Tribunal, Mumbai bench (the NCLT), by way of joint company scheme application no. 1556 of 2018, seeking directions for convening the meetings of their respective shareholders and creditors. The NCLT, vide its order dated 29 March 2019 (Order), issued directions to the Company and the merging entities to hold the meetings of their respective shareholders and creditors on 17 May 2019.

The Company completed dispatch and publication of notices (along with the relevant annexures) of the meetings in accordance with the directions of the NCLT. In their respective meetings, held pursuant to the NCLT Order, the shareholders and the unsecured creditors of the Company approved the proposed scheme of amalgamation with requisite majority. The Company, along with the Merging Entities, has filed a joint company scheme petition with the NCLT on [27 May 2019] for sanction of the scheme of amalgamation and the same is now pending with the Hon’ble NCLT.

10. MATERIAL CHANGES AND COMMITMENTS

In terms of Section 134 (3) (l) of the Companies Act, 2013, no material changes and commitments affecting the financial position of your Company have occurred between the end of the financial year of the Company to which the financial statements relate and on the date of this report, except as disclosed elsewhere in this report.

11. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate internal control systems in place, and also has reasonable assurance on authorizing, recording and reporting transactions of its operations. The Company has a well-placed, proper and adequate internal controls environment, commensurate with its size, scale and complexities of its operations. The Company had already developed and implemented a framework for ensuring internal controls over financial reporting. This framework includes entity level policies, processes and operating level standard operating procedures. Internal control systems are an integral part of your Company’s corporate governance structure. These have been designed to provide reasonable assurance with regard to inter-alia (a) recording and providing reliable financial and operational information; (b) complying with the applicable statutes; (c) safeguarding assets from unauthorized use; (d) executing transactions with proper authorization, and ensuring compliance with corporate policies; (e) Prevention and detection of frauds / errors and (f) Continuous updating of IT systems. The Company’s management has assessed the effectiveness of the Company’s internal control over financial reporting as of 31 March 2019.

The audit committee reviewed the reports submitted by the management, internal auditors and statutory auditors. Based on their evaluation (as defined in section 177 of the Companies Act, 2013 and Regulation 18 of Listing Regulations, 2015), the Company’s audit committee has concluded that, as of 31 March 2019, the Company’s internal financial controls were adequate and operating effectively.

12. HUMAN RESOURCES

Employees being prime force, the Company give equal emphasis on employees’ development and their engagement. Our people are the most important resource we have. The Company believes in enhancing the competencies of employees to create a high performing and innovative organization. Employees are facilitated to participate in training programs in house and at outside institutes. Equal emphasis is given on technical & soft skills. We are creating numerous opportunities for our employees to develop including international development paths and special initiatives for the future management of our company. Last year our main focus of in-house trainings was on interpersonal skills, behavioral attributes, customer focused culture, lean implementation and 5’s at shop floor. The Company endeavors to keep the employees motivation high level by providing congenial & respectful work atmosphere and rewarding/remunerating effectively. 100% safety of our employees is one of the important operative targets for ORL. Various initiatives have been launched to engage employees. Communicating and reaching out to employees at all levels is being done by using various mass media techniques. Celebrating festivals and achievements on various occasions is part of ORL culture. There are cordial relations between the management and the employees of the Company.

13. SUBSIDIARY COMPANY

Intermetal Engineers India Private Limited became 100% wholly owned subsidiary of the Company w.e.f. 18 May 2019.

14. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Companies Act, 2013, your Directors to the best of their knowledge confirm that:

- That in the preparation of the annual accounts for the year ended 31 March 2019, the applicable accounting standards have been followed and there are no material departures from the same;

- The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2019 and of the Profit of the Company for that period;

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

- the directors have prepared the annual accounts of the Company on a “going concern” basis;

- the directors have laid down internal financial controls to be followed by the Company and the such internal financial controls are adequate and are operating effectively and

- the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that systems are adequate and operating effectively.

15. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts /arrangements / transactions entered by the Company during the financial year with related parties were in ordinary course of business and on an arm’s length basis. During the year, the Company has not entered into any contracts /arrangements / transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC - 2 is not applicable to your Company.

The policy on materiality of related party transactions and dealing with related party transactions are approved by the Board and can be accessed on the Company’s website at the link: http://www.orientrefractories.com/policies.htm. Members can refer note no. 30 to the financial statements which set out related party disclosures.

The board of directors of the Company has approved the criteria for making the omnibus approval by the audit committee within the overall framework of the policy on related party transactions. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and proposed to be entered in the ordinary course of business and at arm’s length during the financial year. All related party transactions are placed before the Audit Committee for review and approval.

16. CORPORATE SOCIAL RESPONSIBILITY

The board of directors of the Company has approved a corporate social responsibility (CSR) policy based on the recommendation of the CSR Committee. The board has formed a committee on CSR in accordance with Companies Act, 2013. The composition of the same has been given in corporate governance report. The CSR policy of the Company is available on the Company’s website and can be accessed on the Company’s website at the link: http://www. orientrefractories.com/policies.htm.

In the year 2018-19, the Company was required to spend Rs. 217.07 towards CSR activities, however the Company spent Rs. 158.55 lacs towards the CSR activities.

The amount of Rs. 58.52 lacs remained unspent, due to delay in identifying the skill development projects in India. It was earlier decided to held skill development projects in collaboration of Austrian Development Agency, the project was however later on scrapped resulting in unspent amount in CSR as compared to budget. The board on the recommendation of the CSR Committee, has decided not to carry forward the unspent amount.

The initiatives undertaken by the Company on CSR activities during the year is set out in Annexure - I.

17. RISK MANAGEMENT

The Company’s board of directors has overall responsibility for the establishment and oversight of the Company risk management framework. The Company has framed a risk management policy to identify and access the key business risk areas and a risk mitigation process. The policy aims to ensure resilience for sustainable growth and sound corporate governance by having an identified process of risk identification and management in compliance with the provisions of the Companies Act, 2013. 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 management committee oversees how management monitors compliance with the Company’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. There are no risks, which in the opinion of the board threaten the existence of the Company.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Reinhold Steiner and Ms. Verena Buzzi resigned from the board effective 1 April 2019. The board places on record their deep appreciation for the contribution during their tenure.

Ms. Jacqueline Michelle Knox was appointed as an additional director on 23 April 2019 and she will be retiring at the ensuing annual general meeting of the Company unless re-appointed. The board proposes to appoint her as director of the Company, liable to retire by rotation.

Mr. Erwin Jankovits retires by rotation and being eligible has offered himself for re-appointment. Your board recommends his re-appointment.

Dr. Vijay Sharma (DIN-0880113) was appointed as an independent director on the board of the Company w.e.f. 12 November 2014 for a period of 5 years. He holds office as an independent director of the Company up to 11 November 2019. The nomination and remuneration committee of the board of directors, on the basis of the report of performance evaluation of independent director, has recommended re-appointment of Dr. Vijay Sharma as an independent director for a second term of 5 (five) consecutive years on the board of the Company. Your Board recommends his re-appointment.

In compliance of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, notified on 9 May 2018, approval of the shareholders by way of a special resolution is required for continuation of directorship of Mr. Rama Shanker Bajoria who had attained the age of 75 years on 17 May 2018.

Brief profile of the Directors being appointment/re-appointed as required under Regulations 36(3) of Listing Regulations, 2015 and Secretarial Standard on General Meetings are provided in the notice for the forthcoming AGM of the Company.

The Company has received declaration from all independent directors of the Company confirming that they meet with the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed thereunder as well as Regulation 16(1)(b) of the Listing Regulations, 2015.

The Company has complied with the requirements of corporate governance as stipulated under the Listing Regulations, 2015 and accordingly, the report on corporate governance forming part of this annual report.

On the basis of market capitalization as on 31 March 2019 your company is now one of the top 500 listed entities and in terms of the provision of SEBI (LODR), 2015 is required to have minimum 6 directors including a women non-executive independent director on its board. The Company is taking necessary steps to comply with the same. The Company will also take required steps to reconstitute its various committees, if required.

19. KEY MANAGERIAL PERSONNEL

Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are- Mr. Parmod Sagar, Managing Director & CEO, Mr. Sanjeev Bhardwaj, Chief Financial Officer and Mr. Sanjay Kumar, Company Secretary. During the year, there has been no change in the Key Managerial Personnel.

20. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Company has devised the nomination and remuneration policy for the selection, appointment and remuneration of the directors and key managerial personnel and also remuneration of other employees who have the capacity and ability to lead the Company towards achieving sustainable development. The nomination and remuneration policy of the Company is available on the Company’s website and can be accessed on the Company’s website at the link: http://www. orientrefractories.com/policies.htm

The criteria for appointment and remuneration of directors is as under:

(a) Criteria for appointment of managing directors / whole time director / director:

The nomination and remuneration committee shall identify persons of integrity who possess relevant expertise and experience particularly in refractory industry, leadership qualities required for the position and shall take into consideration recommendation, if any, received from any member of the Board.

(b) Criteria for appointment of independent director:

The independent director shall be of high integrity with relevant expertise and experience so as to have as diverse board with directors having expertise in the fields of manufacturing, marketing, finance, taxation, law, governance and general management.

21. PERFORMANCE EVALUATION

The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to applicable provisions of the Act and the corporate governance requirements as prescribed by Listing 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 nomination and remuneration committee had evaluated 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.

Performance evaluation of independent directors was carried out by the entire board, excluding the independent director being evaluated. A meeting of the independent directors, with Dr. Vijay Sharma as the Chairman, was held on 17 May 2018, to review the performance of the non-independent directors, the Board as a whole and the Chairman on the parameters of effectiveness and to assess the quality, quantity and timeliness of the flow of information between the Management and the Board. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees, and individual directors was also discussed.

22. AUDITORS

Statutory auditor

M/s. Price Waterhouse, Chartered Accountants, LLP (Firm Registration No. 012754N/N500016) were appointed as Statutory Auditors of the Company at the 7 AGM held on 25 September 2017 for a period of 5 years for auditing the accounts of the Company from the conclusion of 7 AGM till the conclusion of 12 AGM of the Company to be held in year 2021-2022.

Internal auditor

The board has appointed M/s. Chaturvedi & Partners as an internal auditors for the financial year 2018-19 under Section 138 of the Companies Act, 2013 and they have completed the internal audit as per the scope defined by the audit committee.

Secretarial auditor

The Company has appointed M/s. Naresh Verma & Associates, Company Secretaries in Practice, to conduct secretarial audit for the financial year 2018-19 as required by Section 204 of the Companies Act, 2013 and rules made thereunder. The Company provided all assistance and facilities to the secretarial auditors for conducting their audit. The secretarial audit report for the financial year ended 31 March 2019 is annexed herewith marked as Annexure - II.

Cost auditor

As per Section 148 of the Companies Act, 2013, the Company is required to have the audit of its cost records conducted by a Cost Accountant in practice. In this connection, 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 as the cost auditors of the Company for the year ending 31 March 2020.

In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the cost auditors as recommended by the audit committee and approved by the board has to be ratified by the members of the Company. Accordingly, appropriate resolution forms part of the notice convening the AGM. The board seeks your support in approving the proposed remuneration of Rs. 50,000 plus out-ofpocket expenses and taxes payable to the Cost Auditors for the financial year ending 31 March 2019.

M/s. K. G. Goyal & Associates have vast experience in the field of cost audit and have conducted the audit of the cost records of the Company for the past several years under the provisions of the erstwhile Companies Act, 1956.

The Cost Audit Report for the year ended 31 March 2019 will be filled within statutory time limit.

23. AUDITOR’S QUALIFICATION AND MANAGEMENT REPLY THEREON

There are no qualifications in the reports of the statutory auditor and secretarial auditors’ except one adverse observation by secretarial auditor’s regarding short fall in corporate social responsibility expenditure., which is explained in point no. 16 pertaining to CSR disclosure stated in this report. The remaining remarks of the secretarial auditors are self-explanatory, and no further explanation thereof is required. There are no frauds reported in the reports of the auditors as mentioned under sub-section (12) of Section 143 of the Act.

24. INDUSTRIAL RELATIONS

The industrial relations with staff and workers during the year under review continue to be cordial.

25. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of your Company during the year under review.

26. DISCLOSURES

i. Vigil mechanism /whistle blower policy

The Vigil mechanism of the Company which also incorporate a whistle blower policy in the terms of SEBI (Listing Obligations and Disclosure Requirements), 2015 deals with instances of fraud and mismanagement, if any. The policy on vigil mechanism and whistle blower policy may be accessed on the Company’s website at the link: http:// www.orientrefractories.com/policies.htm

ii. Audit committee

The audit committee comprised of two independent non-executive directors viz. Dr. Vijay Sharma (Chairman) & Mr.R. S. Bajoria and one non-executive director viz. Mr. Erwin Jankovits. All the recommendations made by the audit committee were accepted by the board.

iii. Number of board meeting

The board of directors of the Company met four times in the year, the details of which are provided in the corporate governance report.

iv. Particulars of loans given, investment made, guarantees given and securities provided

The Company has not given any loans, guarantee or investments covered under the provisions of Section 186 of the Companies Act, 2013.

v. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 are provided in Annexure - III.

vi. Extract of annual return

Extract of annual return of the Company is annexed herewith marked as Annexure - IV.

vii. Particulars of employees and related disclosures

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure - V.

viii. Corporate governance report

Report on corporate governance is annexed herewith as Annexure - VI to this report.

ix. Business responsibility reporting

The Company’s ethical and responsible behaviour complements its corporate culture. Being a public listed company, the Company recognises that its accountability is not limited only to its shareholders from a financial perspective but also to the larger society in which it operates. During the year, consequent to the requirements of reporting of its business responsibility initiatives becoming mandatory under the Listing Regulations, the Company formulated a consolidated policy on business responsibility which lays down the broad principles guiding the Company in delivering its various responsibilities to its stakeholders. The policy is intended to ensure that the Company adopts responsible business practices in the interest of the social set up and the environment so that it contributes beyond financial and operational performance.

A copy of the policy is available at https://www.orientrefractories.com/policies.htm and the business responsibility report for the year ended 31 March 2019 in terms of Regulation 34 of the Listing Regulations is annexed to this report as Annexure - VII.

x. Transfer of amounts to Investor Education and Protection Fund

The Company did not have any fund lying unpaid or unclaimed for a period of seven years. Therefore there was no fund which was required to be transferred to Investor Education and Protection Fund (IEPF). Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last Annual General Meeting (i.e. 10 September 2018), with the Ministry of Corporate Affairs.

xi. Listing with stock exchanges

The Company confirms that it has paid the annual listing fees for the year 2019-20 to NSE and BSE where the Company’s shares are listed.

xii. Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act,2013

The Company has formulated and implemented a policy of prevention of sexual harassment at the workplace with mechanism of loading/redressal complaints. During the year under review, there were no complaints reported to the Board. The policy may be accessed on the Company’s website at the link: http://www.orientrefractories.com/policies. htm

xiii. Compliance with the Institute of Company Secretaries of India (“ICSI”) Secretarial Standards

The relevant Secretarial Standards issued by the ICSI related to the Board Meetings and General Meeting have been complied with by the Company.

xiv. No disclosure or reporting is required in respect of the following items as there were no transaction on these items during the year under review:

- Details relating to deposit and unclaimed deposits or interest thereon.

- Issue of equity shares with differential rights as to dividend or voting.

- Issue of shares (including sweat equity shares) and Employee Stock Option Scheme of the Company under any scheme.

- No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern and Company’s operation in future.

27. CAUTIONARY STATEMENTS

Certain statements in the “Management Discussion and Analysis” describing the Company’s views about the Industry, expectations/ predictions, objectives etc., may be forward looking within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed in the Statement. Company’s operations may inter-alia affect with the supply and demand stipulations, input prices and their availability, changes in Government regulations, taxes, exchange fluctuations and other factors such as Industrial relations and economic developments etc. Investors should bear the above in mind.

28. ACKNOWLEDGEMENT

The board of directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review.

The boards of directors also wish to place on record its deep sense of appreciation for the committed services by the Company’s executives, staff and workers.

Last but not least, your Directors wish to place on record their warm appreciation to you for your continuous support and encouragement.

For and on behalf of the Board of Directors

Dr. Vijay Sharma

Place : Gurugram Chairman

Date : 28 May 2019 (DIN: 00880113)

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Mar 31, 2018

Dear Shareholders,

The Directors are pleased to present the 8th Annual Report of Orient Refractories Limited (the “Company”) along with the audited financial statements for the financial year ended 31 March, 2018.

1. FINANCIAL RESULTS

(Amount in Rs. Lacs)

Particulars	2017-18	2016-17
Gross revenue from operations	63,559.30	55,620.32
Total expenditure before finance cost and depreciation	50,854.31	45,284.23
Operating Profit	12,704.99	10,336.09
Add: Other income	1,062.23	826.28
Profit before finance cost, depreciation, exceptional items and taxes	13,767.22	11,162.37
Less: Finance costs	0.00	0.00
Profit before depreciation, exceptional items and taxes	13,767.22	11,162.37
Less: Depreciation	682.69	630.74
Profit/(Loss) before exceptional items & tax	13,084.53	10,531.63
Add/(Less): Exceptional Items	0.00	0.00
Profit before taxes	13,084.53	10,531.63
Less: Tax Expense	4,501.21	3,640.74
(A) Profit/(Loss) after taxes	8,583.32	6,890.89
(B) Total other comprehensive income	(14.43)	(29.08)
(C) Total comprehensive income for the period [ A B ]	8,568.89	6,861.81
Retained Earnings: Balance brought forward from the previous year	26,125.87	21,360.71
Add: Profit for the period	8,583.32	6,890.89
Add: Other Comprehensive Income recognised in Retained Earnings	(14.43)	(29.08)
Balance Which the Directors have apportioned as under to:	34,694.76	28,222.52
(i) Dividend on Ordinary Shares	3,003.48	1,742.02
(ii) Tax on dividends	611.44	354.63
Total Appropriations	3,614.92	2,096.65
Retained Earnings: Balance to be carried forward	31,079.84	26,125.87

Footnote:

The Company has adopted Indian Accounting Standard (‘Ind AS’) with effect from 1 April, 2017 and accordingly these financial results along with the comparatives have been prepared in accordance with the recognition and measurement principles stated therein, prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules issued thereunder and the other accounting principles generally accepted in India.

2. COMPANY PERFORMANCE AND OPERATIONS

The Company has shown significant growth during the year 2017-18. The revenue during the year was Rs. 62,678.77 lacs (net of excise duty) as compared to Rs. 51,938.77 lacs (net of excise duty) in 2016-17, growth of 20.67%. Profit before tax increased by 24.24% as compared to previous year 2016-17.Profit before tax is Rs. 13,084.53 lacs in current year (Previous year Rs. 10,531.63 lacs).

3. EXPANSION OF PRODUCTION CAPACITY

The Company, to meet growing demand of refractory worldwide, through its internal fund expanded its existing production capacity of isostatic products from 9,300 tons per year to 11,700 tons per year at Bhiwadi. The new plant has capacity to produce 2,400 tons per year, which can be enhanced to 4,800 tons per year in second phase. The plant was successfully commissioned on 17 May, 2018 and the commercial production was started from June’2018. The actual project cost was Rs. 1,760 lacs.

4. EXPORT HOUSE STATUS

Your Company enjoys the status of “One Star Export House”.

5. DIVIDEND

The Board recommended a dividend of Rs. 2.50 per equity share on 12,01,39,200 equity shares of Re. 1.00 each for the year ended 31 March, 2018 (previous year Rs. 2.50 per equity share). The dividend on equity share is subject to the approval of the shareholders at the Annual General Meeting (‘AGM’) scheduled to be held on 10 September, 2018. The dividend will be paid by 30 September, 2018.

The Register of Members and Share Transfer Books will remain closed from Tuesday, 28 August, 2018 to Tuesday, 4 September, 2018 (both days inclusive) forthe purpose of AGM and payment ofthe dividend forthe financial year ended 31 March, 2018.

6. SHARE CAPITAL

The paid up equity share capital as on 31 March, 2018 was Rs. 1,201.39 lacs. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

7. RESERVES

The Board of Directors has decided to retain the entire amount of profits in the profit and loss account.

8. MATERIAL CHANGES AND COMMITMENTS

In terms of Section 134(3)(l) of the Companies Act, 2013, no material changes and commitments affecting the financial position of your Company have occurred between the end of the financial year of the Company to which the financial statements relate and on the date of this report.

9. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate internal control systems in place, and also has reasonable assurance on authorizing, recording and reporting transactions of its operations. The Company has a well-placed, proper and adequate internal controls environment, commensurate with its size, scale and complexities of its operations. The Company had already developed and implemented a framework for ensuring internal controls over financial reporting. This framework includes entity level policies, processes and operating level standard operating procedures. Internal control systems are an integral part of your Company’s corporate governance structure. These have been designed to provide reasonable assurance with regard to inter-alia (a) recording and providing reliable financial and operational information; (b) complying with the applicable statutes; (c) safeguarding assets from unauthorized use; (d) executing transactions with proper authorization, and ensuring compliance with corporate policies; (e) Prevention and detection of frauds / errors and (f) Continuous updating of IT systems. The Company’s management has assessed the effectiveness of the Company’s internal control over financial reporting as of 31 March, 2018.

The Audit Committee reviewed the reports submitted by the Management, Internal Auditors and Statutory Auditors. Based on their evaluation (as defined in section 177 of the Companies Act, 2013 and Regulation 18 of Listing Regulations, 2015), the Company’s Audit Committee has concluded that, as of 31 March, 2018, the Company’s internal financial controls were adequate and operating effectively.

10. HUMAN RESOURCES

Employees being prime force, the Company give equal emphasis on employees’ development and their engagement. Our people are the most important resource we have. The Company believes in enhancing the competencies of employees to create a high performing and innovative organization. Employees are facilitated to participate in training programs in house and at outside institutes. Equal emphasis is given on technical & soft skills. We are creating numerous opportunities for our employees to develop including international development paths and special initiatives for the future management of our company. Last year our main focus of in-house trainings was on interpersonal skills, behavioural attributes, customer focused culture, lean implementation and 5’s at shop floor. The Company endeavours to keep the employees motivation high level by providing congenial & respectful work atmosphere and rewarding/remunerating effectively. 100% safety of our employees is one of the important operative targets for ORL. Various initiatives have been launched to engage employees. Communicating and reaching out to employees at all levels is being done by using various mass media techniques. Celebrating festivals and achievements on various occasions is part of ORL culture. There are cordial relations between the Management and the employees of the Company.

11. SUBSIDIARY COMPANY

The Company does not have any subsidiary.

12. MERGER OF RHI AG & MAGNESITA REFRATARIOS S.A.

RHI Ag (ultimate holding company) entered into a share purchase agreement with a group of shareholders controlling Magnesita Refratarios S.A., a corporation incorporated under the laws of Brazil, (“Magnesita”) pursuant to which RHI, Ag agreed to purchase 50% plus one share of the issued and outstanding share capital of Magnesita (the “Acquisition of Control”). The merger of Magnesita Refratarios S.A. and RHI Ag was implemented in two steps of internal reorganization.

As a first step of reorganization substantially all of RHI’s assets, rights and permits, obligations and legal relations were transferred to RHI Feuerfest GmbH through universal succession by way of a de-merger for absorption. This means that all legal relations with RHI Ag were transferred to RHI Feuerfest GmbH through universal succession as of the date of legal effectiveness of the demerger on 17 October, 2017.

RHI Feuerfest GmbH is responsible for operative business. RPT limit approved by members of the Company also transferred to RHI Feuerfest GmbH.

As a second step RHI Ag was merged with the Dutch Legal Entity, i.e. RHI Magnesita N.V., by way of a cross-border merger, whereby all assets, rights and permits, obligations and legal relations of RHI Ag remaining after the de-merger were transferred to RHI Magnesita N.V. through universal succession by way of a merger by absorption. After merger with RHI Magnesita N.V., RHI Ag ceased to exist as a legal entity. The merger and the completion of the acquisition of control occurred in October’ 2017.

13. AMALGAMATION OF RHI INDIA PRIVATE LIMITED AND RHI CLASIL PRIVATE LIMITED WITH AND INTO THE COMPANY

The Board of Directors of the Company at its meeting held on 31 July, 2018 granted its in-principle approval to the scheme of amalgamation of RHI India Private Limited (RHI India) and RHI Clasil Private Limited (RHI Clasil) (together, the Merging Entities) with and into the Company subject to approval of the shareholders and creditors of the three companies, the Stock Exchanges, the Securities and Exchange Board of India, the National Company Law Tribunal and other regulatory authorities. In this regard, the Board of Directors has approved the share exchange ratio i.e. for every 100 equity shares of face value of Rs. 10 each of RHI India, issue of 7,044 equity shares of face value of Re. 1 each of the Company and for every 1,000 equity shares of face value of Rs. 10 each of RHI Clasil, issue of 908 equity shares of face value of Re. 1 each of the Company.

The Board of Directors is of the opinion that the transaction is aligned with the Company’s best interests and would entail various benefits, including: (a) simplification of the corporate structure and consolidation of the India businesses of the RHI Magnesita N.V. (the ultimate holding company) group; (b) establishing a comprehensive refractory product portfolio; (c) realizing business efficiencies, inter alia, through optimum utilization of resources due to pooling of management, expertise, technologies and other resources of the companies; (d) improved allocation of capital and optimisation of cash flows contributing to the overall growth prospects of the combined entity; (e) creation of a larger asset base and facilitation of access to better financial resources and (f) enhanced shareholder value pursuant to economies of scale and business efficiencies.

The Company and the merging entities are involved in similar business activities, while the Company has carved a niche in the refractory products market, RHI Clasil manufactures and markets other refractories and allied products and RHI India is predominantly engaged in trading and marketing of refractories and allied products. Accordingly, the integration of the businesses of the Company and the merging entities would further augment the Company’s leadership position in the Indian refractories market, with presence at all levels of the value chain, including manufacture, marketing and trading of refractories and allied products. The transaction is expected to enhance the Company’s long-term growth prospects and competitiveness, thereby benefitting all the stakeholders of the Company, particularly its shareholders and employees.

RHI India and RHI Clasil are related parties of the Company. This envisaged transaction constitutes a related party transaction as all the three companies are part of the RHI Magnesita N.V. group of companies. For the parent company RHI Magnesita N.V., the global leading supplier of refractory products, systems and services, the merger of the Indian organisations is an important step towards executing the strategic pillar “Markets”, which focuses on achieving worldwide presence with strong local organisations and solid market positions in all major markets. The envisaged amalgamation is a key measure to build one strong local organisation in India through consolidating and streamlining the local structures. This will enable RHI Magnesita N.V. to seize growth opportunities in the strategically important growth market India even more effectively and efficiently in the future.

14. POSTAL BALLOT

The Company had conducted postal ballot through notice dated 15 March, 2018 for (a) Amendment in the Memorandum of Association of the Company and (b) Shifting of registered office of the Company. The Company declared the result dated 26 April, 2018 and both the resolutions were approved by the shareholders of the Company. The result of voting is provided in the Corporate Governance Report.

15. CHANGE OF REGISTERED OFFICE OF THE COMPANY

The Regional Director, Northern Region, was pleased to pass an order dated 30 July, 2018 approving shifting of the registered office of the Company from National Capital Territory of Delhi to the State of Maharashtra. Accordingly the registered office of the Company will be shifted to Mumbai. With effect from 1 August, 2018, the address of new registered office is C-604, Neelkanth Business Park, Opposite Railway Station, Vidhyavihar (West), Mumbai, Maharashtra - 400 086.

16. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Companies Act, 2013, your Directors to the best of their knowledge confirm that:

i. that in the preparation of the annual accounts for the year ended 31 March, 2018, the applicable accounting standards have been followed and there are no material departures from the same;

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March, 2018 and of the Profit of the Company for that period;

iii. the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with 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 of the Company on a “going concern” basis;

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

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

17. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts /arrangements / transactions entered by the Company during the financial year with related parties were in ordinary course of business and on an arm’s length basis. During the year, the Company has not entered into any contracts /arrangements / transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC - 2 is not applicable to your Company.

The policy on materiality of related party transactions and dealing with related party transactions are approved by the Board and can be accessed on the Company’s website at the link: http://www.orientrefractories.com/policies.htm. Members can refer Note no. 30 to the financial statements which set out related party disclosures.

The Board of Directors of the Company has approved the criteria for making the omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and proposed to be entered in the ordinary course of business and at arm’s length during the financial year. All related party transactions are placed before the Audit Committee for review and approval.

18. CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors of the Company has approved a Corporate Social Responsibility (CSR) Policy based on the recommendation of the CSR Committee. The Board has formed a committee on CSR in accordance with Companies Act, 2013. The composition of the same has been given in Corporate Governance Report. The CSR policy of the Company is available on the Company’s website and can be accessed on the Company’s website at the link: http://www. orientrefractories.com/policies.htm.

In the year 2017-18, the Company was required to spend Rs. 212.23 lacs (including unspent amount of Rs. 30.13 lacs for the financial year 2016-17) towards CSR activities, however the Company spent Rs. 184.06 lacs towards the CSR activities.

During the year the Company has kept the provision for spending fund on skill development programme as recommended by CSR Committee, but due to delay in project the programme could not be started. However, the Company spent more than the prescribed amount for this year towards CSR activities. The initiatives undertaken by the Company on CSR activities during the year is set out in Annexure - I.

19. RISK MANAGEMENT

The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Company risk management framework. The Company has framed a Risk Management Policy to identify and access the key business risk areas and a risk mitigation process. The policy aims to ensure resilience for sustainable growth and sound corporate governance by having an identified process of risk identification and management in compliance with the provisions of the Companies Act, 2013. 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 Management Committee oversees how management monitors compliance with the Company’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. There are no risks, which in the opinion of the Board threaten the existence of the Company.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Ms. Barbara Potisk Eibensteiner resigned as the member of the Board effective 8 August, 2017. The Board places on record their deep appreciation for the contribution during her tenure.

The shareholders of the Company in their 7th Annual General Meeting hold on 25 September, 2017 appointed

- Ms. Buzzi as director of the Company and

- Mr. Parmod Sagar, as Managing Director and Chief Executive Office of the Company for a fresh term of 5 years effective from 4 March, 2018.

In accordance with provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Parmod Sagar, Whole Time Director, designated as Managing Director & CEO of the Company, retires by rotation at the ensuing AGM and being eligible seeks re-appointment. The Board recommends his re-appointment.

Brief profile of the Director being re-appointed as required under Regulations 36(3) of Listing Regulations, 2015 and Secretarial Standard on General Meetings are provided in the notice for the forthcoming AGM of the Company.

The Company has received declaration from all Independent Directors of the Company confirming that they meet with the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed thereunder as well as Regulation 16(1)(b) of the Listing Regulations, 2015.

The Company has complied with the requirements of corporate governance as stipulated under the Listing Regulations, 2015 and accordingly, the Report on Corporate Governance forming part of this Annual Report.

21. KEY MANAGERIAL PERSONNEL

Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are- Mr. Parmod Sagar, Managing Director & CEO, Mr. Sanjeev Bhardwaj, Chief Financial Officer and Mr. Sanjay Kumar, Company Secretary. During the year, there has been no change in the Key Managerial Personnel.

22. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Company has devised the Nomination and Remuneration Policy for the selection, appointment and remuneration of the Directors and Key Managerial personnel and also remuneration of other employees who have the capacity and ability to lead the Company towards achieving sustainable development. The Nomination and Remuneration Policy of the Company is available on the Company’s website and can be accessed on the Company’s website at the link: http://www. orientrefractories.com/policies.htm

The Criteria for appointment and remuneration of Directors is as under:

(a) Criteria for Appointment of Managing Directors / Whole Time Director / Director:

The Nomination and Remuneration Committee shall identify persons of integrity who possess relevant expertise and experience particularly in refractory industry, leadership qualities required for the position and shall take into consideration recommendation, if any, received from any member of the Board.

(b) Criteria for Appointment of Independent Director:

The Independent Director shall be of high integrity with relevant expertise and experience so as to have as diverse Board with Directors having expertise in the fields of manufacturing, marketing, finance, taxation, law, governance and general management.

23. PERFORMANCE EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to applicable provisions of the Act and the corporate governance requirements as prescribed by Listing 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 Nomination and Remuneration Committee had evaluated 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.

Performance evaluation of independent directors was carried out by the entire board, excluding the independent director being evaluated. A meeting of the independent directors, with Dr. Vijay Sharma as the Chairman, was held on 30 May, 2017, to review the performance of the non-independent directors, the Board as a whole and the Chairman on the parameters of effectiveness and to assess the quality, quantity and timeliness of the flow of information between the Management and the Board. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees, and individual directors was also discussed.

24. AUDITORS

Statutory Auditor

M/s. Price Waterhouse, Chartered Accountants, LLP (Firm Registration No. 012754N/N500016) were appointed as Statutory Auditors of the Company at the 7 AGM held on 25 September, 2017 for a period of 5 years for auditing the accounts of the Company from the conclusion of 7 AGM till the conclusion of 12 AGM of the Company (from financial year 2017-18 to financial year 2021-22), subject to ratification of their appointment at every annual general meeting in terms of the provisions of Companies Act, 2013. However as per the amended provisions of the Companies Act, 2017 notified on 7 May, 2018 Company is not required to ratify the appointment of auditors at every annual general meeting, therefore, it is not proposed to ratify the appointment of auditors at the ensuing AGM.

Internal Auditor

The Board has appointed M/s. Chaturvedi & Partners as an Internal Auditors for the financial year 2017-18 under Section 138 of the Companies Act, 2013 and they have completed the Internal Audit as per the scope as defined by the Audit Committee.

Secretarial Auditor

The Company has appointed M/s. Naresh Verma & Associates, Company Secretaries in Practice, to conduct Secretarial Audit for the financial year 2017-18 as required by Section 204 of the Companies Act, 2013 and rules made thereunder. The Company provided all assistance and facilities to the Secretarial Auditors for conducting their audit. The Secretarial Audit Report for the financial year ended 31 March, 2018 is annexed herewith marked as Annexure - II.

Cost Auditor

As per Section 148 of the Companies Act, 2013, the Company is required to have the audit of its cost records conducted by a Cost Accountant in practice. In this connection, 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 as the cost auditors of the Company for the year ending 31 March, 2019.

In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board has to be ratified by the members of the Company. Accordingly, appropriate resolution forms part of the Notice convening the AGM. The Board seeks your support in approving the proposed remuneration of Rs. 50,000 plus out-ofpocket expenses and taxes payable to the Cost Auditors for the Financial Year ending 31 March, 2019.

M/s. K. G. Goyal & Associates have vast experience in the field of cost audit and have conducted the audit of the cost records of the Company for the past several years under the provisions of the erstwhile Companies Act, 1956.

The Cost Audit Report for the year ended 31 March, 2018 will be filled within statutory time limit.

25. AUDITOR’S QUALIFICATION

There are no qualifications in the reports of the Statutory Auditor and Secretarial Auditor except one observation by Secretarial Auditor’s regarding short fall in Corporate Social Responsibility expenditure, which is explained elsewhere in this report. There are no frauds reported in the reports of the Auditors as mentioned under sub-section (12) of Section 143 of the Act.

26. INDUSTRIAL RELATIONS

The industrial relations with staff and workers during the year under review continue to be cordial.

27. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of your Company during the year under review.

28. DISCLOSURES

i. Vigil Mechanism /Whistle Blower Policy

The Vigil Mechanism of the Company which also incorporate a whistle blower policy in the terms of SEBI (Listing Obligations and Disclosure Requirements), 2015 deals with instances of fraud and mismanagement, if any. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company’s website at the link: http:// www.orientrefractories.com/policies.htm

ii. Audit Committee

The Audit Committee comprised of two independent non-executive directors viz. Dr. Vijay Sharma (Chairman) & Mr. R. S. Bajoria and one non-executive director viz. Mr. Erwin Jankovits. All the recommendations made by the Audit Committee were accepted by the Board.

iii. Number of Board Meeting

The Board of Directors of the Company met five times in the year, the details of which are provided in the Corporate Governance Report.

iv. Particulars of loans given, investment made, guarantees given and securities provided

The Company has not given any loans, guarantee or investments covered under the provisions of Section 186 of the Companies Act, 2013.

v. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 are provided in Annexure - III.

vi. Extract of Annual Return

Extract of annual return of the Company is annexed herewith as Annexure - IV to this report.

vii. Particulars of Employees and related disclosures

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure - V.

vii. Corporate Governance Report

Report on Corporate Governance is annexed herewith as Annexure - VI to this report.

viii. Transfer of amounts to Investor Education and Protection Fund

The Company did not have any fund lying unpaid or unclaimed for a period of seven years. Therefore there was no fund which was required to be transferred to Investor Education and Protection Fund (IEPF). Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last Annual General Meeting (i.e. 25 September, 2017), with the Ministry of Corporate Affairs.

ix. Listing with Stock Exchanges:

The Company confirms that it has paid the annual listing fees for the year 2018-19 to NSE and BSE where the Company’s shares are listed.

x. Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company has formulated and implemented a policy of prevention of sexual harassment at the workplace with mechanism of loading/redressal complaints. During the year under review, there were no complaints reported to the Board. The Policy may be accessed on the Company’s website at the link: http://www.orientrefractories.com/policies. htm

xi. Compliance with the Institute of Company Secretaries of India (“ICSI”) Secretarial Standards

The relevant Secretarial Standards issued by the ICSI related to the Board Meetings and General Meeting have been complied with by the Company.

xii. No disclosure or reporting is required in respect of the following items as there were no transaction on these items during the year under review

a. Details relating to deposit and unclaimed deposits or interest thereon.

b. Issue of equity shares with differential rights as to dividend or voting.

c. Issue of shares (including sweat equity shares) and Employee Stock Option Scheme of the Company under any scheme.

d. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern and Company’s operation in future.

29. CAUTIONARY STATEMENTS

Certain statements in the “Director’s Report & Management Discussion and Analysis” describing the Company’s views about the Industry, expectations/ predictions, objectives etc., may be forward looking within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed in the Statement. Company’s operations may inter-alia affect with the supply and demand stipulations, input prices and their availability, changes in Government regulations, taxes, exchange fluctuations and other factors such as Industrial relations and economic developments etc. Investors should bear the above in mind.

30. ACKNOWLEDGEMENT

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review.

The Boards of Directors also wish to place on record its deep sense of appreciation for the committed services by the Company’s executives, staff and workers.

Last but not least, your Directors wish to place on record their warm appreciation to you for your continuous support and encouragement.

For and on behalf of the Board of Directors

Dr. Vijay Sharma

Place : Gurugram Chairman

Date : 31 July, 2018 (DIN: 00880113)

---

Mar 31, 2017

To

The Members of

ORIENT REFRACTORIES LIMITED

The Directors hereby present their Seventh Annual Report on the business and operations of the Company and the financial statements for the year ended 31 March, 2017.

1. FINANCIAL RESULTS

(Rs. in Lacs)

Particulars	2016-17	2015-16
Net Sales & Income	52,765.05	46,426.22
Profit before Depreciation, Interest and Tax	11,124.12	9,056.46
Less: Depreciation	636.66	590.62
Interest	0.30	0.20
Profit before income tax	10,487.16	8,465.64
Less: Net Tax Expense	3,625.35	2,883.80
Net profit for the year	6,861.81	5,581.84
Add: Balance brought forward from the Previous Year	10,926.50	7,441.31
Amount available for appropriation	17,788.31	13,023.15
Appropriation:
Final Dividend on Equity Shares	-	1,742.02
Corporate Dividend Tax	-	354.63
Balance carried forward to Balance Sheet	17,788.31	10,926.50

Footnotes:

a. Figures have been rounded off to Rs. lacs.

b. Previous year''s figures have been regrouped/ restated wherever necessary to conform to the classification of the current year.

c. The Board recommended a dividend of Rs. 2.50 per equity on 120,139,200 equity shares of Re. 1.00 each for the year ended 31 March, 2017 subject to the approval of the shareholders at the Annual General Meeting.

2. COMPANY PERFORMANCE AND OPERATIONS

Indian Steel Industry continues to witness challenges as currently they are financially stressed, though the overall performance has been better due to good realization and year to year growth of 5.4% in steel output. Despite financially stressed market, the Company has shown significant increase in Sales and Profit during the year. The revenue during the year was Rs. 52,765.05 lacs as compared to Rs. 46,426.22 lacs in 2015-16, growth of 13.65%. Profit before tax increased by 23.92% as compared to previous year 2015-16.Profit before tax is Rs. 10,487.16 lacs in current year (Previous year Rs. 8,465.64 lacs).

3. DIVIDEND

The Board recommended a dividend of Rs. 2.50 per equity share on 120,139,200 equity shares of Re. 1.00 each for the year ended 31 March, 2017 (Previous year Rs. 1.45 per equity share). The dividend on equity share is subject to the approval of the shareholders at the Annual General Meeting (''AGM'') scheduled to be held on 25 September, 2017. The dividend will be paid by 30 September, 2017.

The Register of Members and Share Transfer Books will remain closed from Tuesday, 12 September, 2017 to Tuesday, 19 September, 2017 (both days inclusive) for the purpose of AGM and payment of the dividend for the financial year ended 31 March, 2017.

4. TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profits in the profit and loss account.

5. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations'') is incorporated elsewhere in this report by reference and forms an integral part of this report. (Annexure-A)

6. SHARE CAPITAL

The paid up Equity Share Capital as on 31 March, 2017 was Rs. 1,201.39 lacs. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

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

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of the report.

8. EXPANSION PLANNING

The Company produces Isostatic Pressed Products (ISO, flow control) in its plant at Bhiwadi, India.The current production capacity for ISO products at Bhiwadi plant is 9,300 tons per annum. Considering the growth of steel industry in India and increasing demand in export market there is a forecast of market demand of 10,000 tons in 2018 and 11,700 tons in 2019 onwards. The management decided to increase the existing capacity of ISO to 11,700 tons per annum, the addition serves to address a bottle neck in production capacity by building an additional ISO production line in existing plant at Bhiwadi. The estimated time for completion of project is second quarter of 2018, with an estimated cost of Rs.1,727 lacs.

9. SUBSIDIARY COMPANY

The Company does not have any subsidiary.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans, guarantee or investments covered under the provisions of Section-186 of the Companies Act, 2013.

11. FIXED DEPOSITS

The Company has not accepted any public deposits during the financial period under review.

12. RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were on arm''s length basis, in the ordinary course of business and in compliance with the applicable provisions of the Act and the Listing Regulations. In terms of Listing Regulations there was materially significant Related Party Transactions made by the Company during the year which had prior approval of the shareholder of the Company. The shareholders of the Company through postal ballot modified and ratified the limit for material Related Party Transaction with RHI, Ag up to a maximum amount of Rs. 9,000 lacs for the year 2016-17.

All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. The Company has adopted a Related Party Transactions Policy. The Policy, as approved by the Board, is uploaded on the Company''s website.

Details of the transactions with Related Parties are provided in the accompanying financial statements. There were no transactions during the year which would require to be reported in Form AOC-2.

13. HUMAN RESOURCES

The Company treats its “human resources” as one of its most important assets. The Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. The Company thrust is on the promotion of talent internally through job rotation and job enlargement.

The Company''s health and safety policy commits to provide a healthy and safe work environment to all employees. The Company''s initiative creates a culture of fitness in the organization by helping to build a fraternity of health and fitness conscious employees. The Company''s performance driven culture helps and motivates employees to excel in their respective areas and progress within the organization.

In order to prevent accidents, hazard perception is improved at training courses and special attention is paid to the contribution of employees to avoiding danger.

14. RISK MANAGEMENT

The Company has in place a Risk Management Policy, pursuant to Section 134 of the Act. The Company has a Risk Management Committee as a measure of good governance which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company''s enterprise vide risk management framework and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company''s management systems, organizational structures, processes, standards, code of conduct and behaviors together form the ORL Management System that governs how the Company conducts the business and manages associated risks. The Committee reviews the key risks, mitigation plans and progress of the risk management process at periodic intervals. The policy is available on the website of the Company.

15. INTERNAL CONTROL SYSTEMS AND ADEQUACY

The Company has in place an adequate system of internal controls. It has documented policies and procedures covering all financial and operating functions and processes. These have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls for ensuring reliability of financial reporting, monitoring of operations, protecting assets from unauthorized use or losses and compliance with regulations. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

16. INTERNAL AUDIT

The Company continues to engage M/s. Chaturvedi & Partners, Chartered Accountants as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors'' findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

17. POSTAL BALLOT

The Company had conducted postal ballot through notice dated 19 April, 2017 for (i) modification and ratification of limit for Material Related Party Transaction with RHI, Ag up to a maximum amount of Rs. 9,000 lacs for the year 2016-17 and (ii) Approval of Material Related Party Transactions limit with RHI, Ag for the year 2017-18,2018-19 and so on. The Company declared the result dated 27 May, 2017 and both the resolutions were approved by the shareholders of the Company. The result of the shareholders vote is given below:

Category	No. of Shares Held	Total Votes Polled		Votes cast in favour		Votes cast against
		No. of Votes	%	No. of Votes	%	No. of Votes	%
Resolution No. 1	To modify and ratify limit for material related party transaction with RHI, Ag for the year 2016-17.
Promoters*	83,637,771	83,637,771	100.000	-	-	-	-
Institutions	12,669,488	9,363,546	73.91	9,363,546	100.00	-	-
Retail Shareholders	23,831,941	2,526,933	10.60	2,522,422	99.82	4,511	0.18
Total	120,139,200	95,528,250	79.52	11,885,968	12.44	4,511	0.01
Resolution No. 2	Approval of Material Related Party Transaction with RHI, Ag.
Promoters*	83,637,771	83,637,771	100.00	-	0.000	-	-
Institutions	12,669,488	9,363,546	73.91	9,363,546	100.00	-	-
Retail Shareholders	23,831,941	2,518,279	10.57	2,513,718	99.82	4,561	0.19
Total	120,139,200	95,519,596	79.51	11,877,264	12.43	4,561	0.01

[*The votes casted by Promoter Holding Company were treated as invalid, as being interested in the resolution, the Promoter Holding Company was not entitled to vote in respect of the resolution.]

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointment/Re-appointment

On the recommendations of the Nomination and Remuneration Committee, the Board appointed

- Ms. Verena Buzzi as an Additional (Non-Executive) Director of the Company effective 8 August, 2017. Ms. Buzzi brings a wealth of experience to the Board with her extensive experience in the field of finance and controlling.

- Mr. Parmod Sagar, Managing Director was appointed on 4 March, 2013 for a period of 5 years. He is going to be retired on 3 March, 2018. The Board appointed him as Managing Director and Chief Executive Office of the Company for a fresh term of 5 years effective from 4 March, 2018.

As per the provisions of the Companies Act, 2013 Mr. Erwin Jankovits will retire by rotation at the ensuing AGM and being eligible, seek re-appointment.

The resolution(s) for confirming the above appointment/re-appointments will come before you at the ensuing AGM scheduled to be held on 25 September, 2017. We seek your support and hope you will enthusiastically vote in confirming the above appointment/re-appointments to the Board.

The profile and particulars of experience, attributes and skills that qualify all of the above Directors for the Board membership is disclosed in the Notice convening the AGM.

Cessation

Ms. Barbara Potisk Eibensteiner resigned as the member of the Board effective 8 August, 2017. The Board places on record their deep appreciation for the contribution during her tenure.

Independent Directors'' Declaration

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Companies Act, 2013, that they meets the criteria of independence as laid out in Section 149(6) of the Companies Act, 2013 and the Listing Regulations.

Governance Guidelines

The Company has adopted Governance Guidelines on Board Effectiveness. The Governance Guidelines cover aspects related to composition and role of the Board, Chairman and Directors, Board diversity, definition of independence, Director term, retirement age and Committees of the Board. It also covers aspects relating to nomination, appointment, induction and development of Directors, Director Remuneration, Subsidiary oversight, Code of Conduct, Board Effectiveness Review and Mandates of Board Committees.

Procedure for Nomination and Appointment of Directors

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

The Nomination and Remuneration Committee 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 Committee is also responsible for reviewing and vetting the CVs of potential candidates'' vis-a-vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee.

Criteria for Determining Qualifications, Positive Attributes and Independence of a Director

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178 (3) of the Act and Regulation 19 read with Part D of Schedule II of the Listing Regulations.

In addition to the duties as prescribed under the Act, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behavior, strong interpersonal and communication skills and soundness of judgment. Independent Directors are also expected to abide by the ''Code for Independent Directors'' as outlined in Schedule IV to the Act.

Independence

In accordance with the above criteria, a Director will be considered as an ''Independent Director'' if he/she meets with the criteria for ''Independent Director'' as laid down in the Act and Regulation 16 (1) (b) of the Listing Regulations.

Qualifications

A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the Nomination and Remuneration Committee considers the manner in which the function and domain expertise of the individual will contribute to the overall skill domain mix of the Board.

Training of Independent Directors

Every new Independent Director of the Board familiarized with the strategy, operations and functions of the Company, the Executive Directors / Senior Managerial Personnel make presentations to the inductees about the Company''s strategy, operations, product and service offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management.

Further, at the time of appointment of an Independent Director, the Company issues a formal letter of appointment outlining his role, function, duties and responsibilities as a director. The letter of appointments is available on the website of the Company, http://www.orientrefractories.com/corporate_announcements.htm

Annual Evaluation of Board Performance and Performance of its Committees and of Directors

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees. The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.

The Board''s functioning was evaluated on various aspects, including inter-alia degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

Directors were evaluated on aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members and motivating and providing guidance to the Managing Director.

Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors, who also reviewed the performance of the Board as a whole. The Nomination and Remuneration Committee also reviewed the performance of the Board, its Committees and of the Directors.

The Chairman of the Board provided feedback to the Directors on an individual basis, as appropriate. Significant highlights, learning and action points with respect to the evaluation were presented to the Board.

Key Managerial Personnel

Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are -Mr. Parmod Sagar, Managing Director, Mr. Sanjeev Bhardwaj, Chief Financial Officer and Mr. Sanjay Kumar, Company Secretary. During the year, there has been no change in the Key Managerial Personnel.

19. REMUNERATION POLICY

The Company has adopted a Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Act and the Listing Regulations. The policy is available on the web site of the Company.

20. BOARD AND COMMITTEE MEETINGS

Four Board Meetings were convened and held during the year.

The Board has constituted an Audit Committee with Dr. Vijay Sharma as Chairman and Mr. R. S. Bajoria and

Mr. Erwin Jankovits as members. There have been no instances during the year when recommendations of the Audit Committee were not accepted by the Board. Details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the attached Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Act and the Listing Regulations.

21. 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 and Secretarial Auditors, including audit of the internal financial 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 the financial year 2016-17.

Accordingly, pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(iii) 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;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively,

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

22. CORPORATE SOCIAL RESPONSIBILITY

At ORL, Corporate Social Responsibility (CSR) strategy focuses on people, society and environment. In Orient we prioritize issues which are more important to our business and stakeholders and area where we can make the greater impact. As responsible citizen ORL is working in the vicinity of its manufacturing unit and surroundings and support initiatives that improve health, environment, education and overall living condition of the society.

The Corporate Social Responsibility Committee headed by Dr. Vijay Sharma as Chairman, with Mr. R. S. Bajoria,

Mr. Erwin Jankovits and Mr. Parmod Sagar as members.

The Company has adopted a CSR Policy in compliance with the provisions of the Act. In health care domain the Company has organized health check-up camps to offer curative services and conducted awareness programmes on health issue. The Company has incurred running expenses of Ambulance to provide health support to the society. Water and sanitation facilities were also provided under CSR activities at various places. The Company has contributed to Swatch Bharat Kosh to promote the clean environment and green initiatives and also contributed to Clean Ganga Fund for cleanliness of water and manage drinking water. The Company has donated water purifiers to safe drinking water to schools in rural area. To conserve water and manage & dispose water, the Company has contributed to Chief Minister Fund of Rajasthan under Mukhya Mantri Jal Swalamban Abhiyan. To promote the education facility, the Company has renovated school building and toilets in surrounding areas, further provided necessary infrastructure & reading materials to girl hostel to promote girl child education.

The gross amount required to be spent by the Company (including unspent amount Rs. 21.08 lacs related to previous year ended 31 March, 2016) during the year ended 31 March,2017 was Rs. 181.58 lacs, however the Company spent Rs. 151.45 lacs towards the CSR projects as stated above (as per Schedule VII of the Act) during the financial year 2016-17. The Company is in process to start new project for skill development in the local vicinity, where the unspent amount of Rs. 30.13 lacs pertaining to previous year will be spent along with the CSR contribution for the year 2017-18 as per the Companies Act, 2013. The Annual Report on CSR activities is attached and forms an integral part of this report. (Annexure B)

23. AUDITORS Statutory Auditors

At the 4th AGM of the Company held on 26 September, 2014 M/s. Deloitte Haskins & Sells, (DHS) Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office from the conclusion of the 4thAGM till the conclusion of the 9thAGM to be held in the year 2019, subject to ratification of their appointment at every subsequent AGM. DHS shows their unwillingness to continue as statutory auditors of the Company from conclusion of the ensuing 7th AGM.

The Board in their meeting held on 8th August 2017, based on recommendation of Audit Committee, has recommended the appointment of M/s. Price Water House, Chartered Accountants LLP as statutory auditors of the Company in the forthcoming Annual General Meeting. The Company has received a letter from PWC, Chartered Accountants LLP, to the effect that their appointment, if made, would be in accordance with the conditions prescribed under Section 139 (2) of the Companies Act, 2013 and they are not disqualified for such appointment within the meaning of Section 141 of the said Act. The members are requested to appoint M/s. Price Water House, Chartered Accountants LLP, as statutory auditors of the Company as set out at Item No. 4 of the Notice of the forthcoming Annual General Meeting.

DHS, Chartered Accountants, are the auditors of the Company and will hold office until the conclusion of the ensuing AGM. On your behalf and on our own behalf we place on record our sincere appreciation for the services rendered by DHS during its association with the Company.

Cost Auditors

As per Section 148 of the Companies Act, 2013 (‘Act''), the Company is required to have the audit of its cost records conducted by a Cost Accountant in practice. In this connection, 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 as the cost auditors of the Company for the year ending 31 March, 2018.

In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board has to be ratified by the members of the Company. Accordingly, appropriate resolution forms part of the Notice convening the AGM. The Board seeks your support in approving the proposed remuneration of Rs. 50,000 plus out-of-pocket expenses payable to the Cost Auditors for the Financial Year ending 31 March, 2018.

M/s. K. G. Goyal & Associates have vast experience in the field of cost audit and have conducted the audit of the cost records of the Company for the past several years under the provisions of the erstwhile Companies Act, 1956.

The Cost Audit Report for the year ended 31 March, 2017 will be filled within statutory time limit.

Secretarial Auditors

Section 204 of the Companies Act, 2013 inter-alia requires every listed company to annex with its Board’s report, a Secretarial Audit Report given by a Company Secretary in practice, in the prescribed form.

The Board appointed M/s. Naresh Verma & Associates, practicing Company Secretaries as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2016-17 and their report is annexed and forms an integral part of this report (Annexure C).

The observation by Secretarial Auditor''s regarding short fall in Corporate Social Responsibility expenditure and breach in the thresh limit of material related part transaction are explained elsewhere in this report. The Board has also appointed M/s. Naresh Verma & Associates as Secretarial Auditor to conduct Secretarial Audit of the Company for Financial Year 2017-18.

24. Extract of the Annual Return

The details forming part of the extract of the Annual Return in Form MGT 9 as per provisions of the Companies Act, 2013 and Rules thereto are annexed and form an integral part of this report. (Annexure D).

25. PARTICULARS OF EMPLOYEES AND REMUNERATION

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of the report (Annexure E). None of the employees listed in the said Annexure is related to any Director of the Company and all employees are on permanent pay roll of the Company.

26. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on Conservation of energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134 (3) (m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, is attached and form an integral part of this report. (Annexure F)

29. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company did not have any fund lying unpaid or unclaimed for a period of seven years. Therefore there was no fund which was required to be transferred to Investor Education and Protection Fund (IEPF). Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last Annual General Meeting (i.e. 26 September, 2016), with the Ministry of Corporate Affairs.

30. LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the annual listing fees for the year 2017-18 to NSE and BSE where the Company''s shares are listed.

31. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has Zero tolerance towards any action on the part of any employee, which may fall under the ambit of ''Sexual Harassment'' at workplace, and is fully committed to uphold and maintain the dignity of every woman employee working in the Company. There was no complaint reported during the Financial Year under the said Act.

32. DISCLOSURE REQUIREMENTS

As per the Listing Regulations Corporate Governance Report with Auditors'' Certificate thereon and Management Discussion and Analysis Report are attached, which form part of this report.

- Policy on dealing with Related Parties is available on the website of the Company.

(URL: http://www.orientrefractories.com/policies.htm).

- Policy on Corporate Social Responsibility is available on the website of the Company.

(URL: http://www.orientrefractories.com/policies.htm).

- Policy on Remuneration and Nomination of Directors, Key Managerial Personals and Other Employees of the Company is available on the website of the Company. (URL: http://www.orientrefractories.com/policies.htm).

- Policy for Evaluation of the Performance of the Board of Directors is available on the website of the Company.

(URL: http://www.orientrefractories.com/policies.htm).

- Code of Conduct for Board Members, Independent Directors, Senior Management Personnel and Other Employees of the Company is available on the website of the Company. (URL:http://www.orientrefractories.com/code_of_conduct.htm)

- Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders is available on the website of the Company. (URL: http://www.orientrefractories.com/policies.htm).

33. ACKNOWLEDGEMENT

Your Directors wish to thank all the employees of the Company for their dedicated service during the year. They would also like to place on record their appreciation for the continued co-operation and support received by the Company during the year from bankers, business partners and other stakeholders.

On behalf of the Board of Directors

Dr. Vijay Sharma

New Delhi Chairman

8 August, 2017 (DIN: 00880113)

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Mar 31, 2014

Dear Members,

The directors have pleasure in presenting the fourth annual report of your Company along with the audited financial statements for the financial year ended 31 March, 2014.

FINANCIAL RESULTS ( Rs. in Lacs)

PARTICULARS 2013-2014 2012-2013

Net Sales & Income 40,760.54 36,189.13

Profit before Depreciation, Interest and Tax 8,328.55 6,654.88

Less: Depreciation 362.58 379.21

Interest 7.49 131.41

Profit before Income Tax 7,958.48 6,144.26

Less :Income Tax 2,673.84 2,005.24

Net Profit for the year 5,284.64 4,139.02

Add: Balance brought forward from the Previous Year 1,899.49 666.04

Amount available for appropriation 7,184.13 4,805.06

Appropriation:

General Reserve 600.00 1,500.00

Final Dividend on Equity Shares 1,501.74 1,201.39

Corporate Dividend Tax 255.22 204.18

Balance carried forward to balance sheet 4,827.17 1,899.49

OPERATIONS REVIEW

Despite the combination of slow growth in the service and industrial sector, downfall of rupee, high inflation your Company has performed well and continues to grow by more than 10% in successive two years.

During the year under review your Company has achieved net revenue of Rs. 40,760.54 Lacs (Previous Year Rs. 36,189.13 Lacs) which is 12.63% more than the Previous Year. Profit before tax for the financial year 2013-14 was Rs. 7,958.48 Lacs (Previous Year Rs. 6,144.26 Lacs).The profit for the year 2013-14 has increased by 29.53% as compared to 2012-13.

FUTURE OUTLOOK

Introduction of new government implies positive prospects for the future. Government aims for sustained growth of 7-8 percent in the next 3-4 years, and focusing to revive growth in manufacturing and infrastructure sectors. Your Directors are hopeful to sustain the same growth and profitability during the financial year 2014-15.

During first quarter of 2014-15 the profit before tax is Rs. 1,934.81 Lacs which is approx. 5.00 % more than the profit before tax ( Rs. 1,848.11 Lacs) of quarter ending on June 30, 2013.

Your Directors are hopeful that the turnover and profitability of the Company will increase in the current financial year.

DIVIDEND

Based on the Company''s performance, your Directors are pleased to recommend a final dividend of Rs.1.25 per share (i.e. 125%) for the financial year 2013-14 on the capital of 120,139,200 equity shares of Rs.1.00 each. The final dividend on the equity shares, if approved by the members would involve a cash outflow including dividend distribution tax of Rs. 1,756.96 Lacs (Previous Year Rs. 1,405.57 Lacs).

CHANGE OF REGISTERED OFFICE

The Board of Directors at their meeting held on 28 May, 2014, approved the change of Registered Office of the Company to 804- A,Chiranjiv Tower, 43, Nehru Place, New Delhi-110019 from the earlier office at 1307,Chiranjiv Tower,43,Nehru Place, New Delhi- 110019, with effect from 1 June, 2014.

STATUTORY AUDITORS

Pursuant to provisions of Section 224 of the Companies Act, 1956, M/s Deloitte Haskins & Sells, Chartered Accountants, Gurgaon, Haryana (Firm Registration No. 015125N) were the statutory auditors of the Company who hold office up to the conclusion of the forthcoming Annual General Meeting.

As per Section 139 (2) of the Companies Act, 2013 they are eligible for re-appointment for a term of maximum five consecutive years (i.e. from financial year 2014-15 to 2018-19). The Company has received a letter from M/s Deloitte Haskins & Sells, Chartered Accountants, Gurgaon, Haryana to the effect that their re-appointment, if made, would be in accordance with the conditions prescribed under Section 139 (2) of the Companies Act, 2013 and they are not disqualified for such reappointment within the meaning of Section 141 of the said Act.

AUDITORS'' REPORT

The Auditors Report read with notes to the financial statements is self-explanatory and does not call for any further explanation by the Board.

COST AUDIT

Pursuant to the directive from the Ministry of Corporate Affairs regarding appointment of Cost Auditor, M/s K G Goyal & Associates, Cost Accountants, Jaipur, Rajasthan (Firm Registration No. 000024) have been appointed as the Cost Auditor of the Company for refractories products for the financial year 2014-15. The Cost Audit report relating to the above products will be filed within the stipulated period of 180 days from the close of the financial year.

The Section 148 (3) of Companies Act, 2013 requires that the remuneration of Cost Auditors shall require the ratification of Members and accordingly the appropriate resolution has been included in the notice convening the 4thAnnual General Meeting.

Your Directors recommend the approval of resolution for fixation of remuneration of Cost Auditors for the financial year 2014-15.

INTERNAL AUDIT

Your Company has appointed M/s. Chaturvedi & Partners, Chartered Accountant, New Delhi as Internal Auditors of the Company for financial year 2014-15.

FIXED DEPOSIT

During the year your Company has not accepted any fixed deposits from the public.

DIRECTORS

Ms. Barbara Potisk Eibensteiner (DIN-06505772) and Mr S C Sarin (DIN-03641706) shall be liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

In due compliance with the provisions of Section 149 of the Companies Act, 2013, it is proposed to appoint Mr R S Bajoria (DIN- 00033727) as Independent Director on the Board of the Company, who will hold office for a term of one (1) year i.e. from the conclusion of the ensuing Annual General Meeting to the conclusion of next Annual General Meeting and shall not be liable to retire by rotation.

The appropriate resolutions for appointment/ reappointment of Directors are placed for the approval of shareholders. Your Directors recommend their appointment/re-appointment at the ensuing Annual General Meeting in the overall interest of the Company.

LISTING

The equity shares of the Company are listed at Bombay Stock Exchange Limited(BSE) and National Stock Exchange of India Ltd. (NSE). The Company has paid the listing fee for the year 2014-2015 to BSE and NSE.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 ("Act"), the Directors hereby confirm that:

a. in the preparation of the annual accounts for the year 2013-14, the applicable accounting standards have been followed and there are no material departures;

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year;

c. they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

d. they have prepared the Annual Accounts on a going concern basis.

CODE OF CONDUCT

Your Company has laid down a code of conduct for the Directors and senior management personnel as specified. The code was adopted in the board meeting held on 18 October, 2011. It is available on the website of the Company www.orientrefractories.com. A declaration by the Managing Director regarding annual affirmation of compliance of the code by all concerned is annexed to the report on corporate governance.

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

Information relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, as required under Section 217 (1) (e) of the Companies Act,1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988, is given in Annexure-A and forms part of this report.

PARTICULARS OF EMPLOYEES

Particular of remuneration paid to the employees as required to be disclosed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are set out in Annexure- B attached hereto and form part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

Notes on Management Discussion and Analysis of the Company have been given in Annexure-C and forms part of this report.

CORPORATE GOVERNANCE

A separate section on Corporate Governance is attached to this report as Annexure-D. A certificate from the Practicing Company Secretary regarding compliance of the conditions of corporate governance as stipulated under clause 49 of the listing agreements with stock exchanges is enclosed as Annexure-E. A certificate from the Managing Director that all board members and senior management personnel have affirmed compliance with the Code of Conduct for the year ended 31 March, 2014 is attached as Annexure-F . CEO/CFO certificate is enclosed as Annexure-G.

ACKNOWLEDGEMENTS

Your Directors sincerely appreciate the dedication and efforts of the employees at all levels of the organisation in contributing to the success of the Company. The Directors are also thankful to the investors of the Company for their confidence in the Company. They also gratefully acknowledge the continued support received from the customers, business associates, various government agencies, financial institutions and the banks.

Regd. office: For and on behalf of the Board

804-A,Chiranjiv Tower,

43,Nehru Place New Delhi 110019

CIN: L28113DL2010PLC210819

30 July, 2014 K K Thirani

New Delhi Chairman

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Mar 31, 2013

Dear Members

The directors have pleasure in presenting the third annual report of your Company along with the audited financial statements for the financial year ended March 31, 2013.

FINANCIAL RESULTS

(Rs. In Lacs) PARTICULARS 2012-2013 2011-2012

Net Sales & Income 36,189.13 30,472.37

Profit before depreciation, interest and tax 6,654.88 5,224.68

Less: Depreciation 379.21 296.59

Interest 131.41 344.42

Profit before Income Tax 6,144.26 4,583.67

Less: Income Tax 2,005.24 1,502.74

Net Profit for the year 4,139.02 3,080.93

Add: Balance brought forward from the previous year 666.04 -9.32

Amount available for appropriation 4,805.06 3,071.61

Appropriation:

General Reserve 1500.00 1,000.00

Final Dividend on Equity Shares 1,201.39 0.00

Interim Dividend on Equity Shares 0.00 1,201.39

Corporate dividend tax 204.18 204.18

Balance carried forward to balance sheet 1,899.49 666.04

OPERATIONS REVIEW

During the year under review your Company has achieved the net sales of Rs. 36,189.13 Lacs (previous year Rs. 30,472.37 Lacs) which is 18.76 % more than the previous year. Profit before tax for the financial year 2012-13 was Rs. 6,144.26 Lacs (16.98% of Net sales) as compared to Rs. 4,583.67 Lacs in 2011-12 (15.04% of Net Sales).

FUTURE OUTLOOK

During the financial year 2013-14, in spite of slowdown in industry growth, high inflation, fall of rupee, etc, your Company has done a net sales of Rs. 9,698.98 Lacs in first quarter ended on June 30, 2013, an increase of 5.43% over first quarter (Net Sales Rs. 9,172.55 Lacs) of corresponding previous year 2012-13. During first quarter of 2013-14 the profit before tax is Rs. 1,848.11 Lacs which is 27 % more than the profit before tax (Rs. 1,353.36 Lacs) of quarter ending on June 30, 2012.

Your directors are hopeful that the turnover and profitability of the Company will increase in the current financial year.

DIVIDEND

Based on the Company''s performance, your directors are pleased to recommend a final dividend of Rs. 1.00 per share (i.e. 100%) for the financial year 2012-13 on the capital of 120,139,200 equity shares of Rs. 1.00 each. The final dividend on the equity shares, if approved by the members would involve a cash outflow including dividend distribution tax of Rs. 1,405.57 Lacs (previous year final dividend Rs.0.00 and interim dividend Rs.1,405.57 Lacs).

CHANGE OF MANAGEMENT AND CONTROL

There has been a change in management and shareholding control in the Company. During the year, pursuance to share purchase agreement vide dated January 15, 2013 entered by M/s Dutch US Holding B.V. Netherlands with Mr S G Rajgarhia and other ex-promoters of the Company, and also post offer made to shareholders of the Company under Securities and Exchange Board of India (Substantial Acquisition of Shares & Takeover) Regulations. M/s Dutch US Holding B.V. acquired 52,401,579 (43.62%) equity shares on March 04, 2013 from the ex-promoters and thus acquired control over the Company and immediately thereafter, change in management took place. M/s Dutch US Holding B.V. also acquired 31,236,192 (26.00%) equity shares under above said open offer. As on date total equity holding of M/s Dutch US Holding B.V. is 83,637,771 (69.62%).

M/s. Dutch US Holding B.V. is a private limited liability Company, having registered office at Velperweg 81, 6824 HH Arnhem, Netherlands. The said Company is an investment holding Company. M/s. Dutch US Holding B.V. is a wholly-owned subsidiary of M/s. Veitscher Vertriebsgesellschaft m.b.H., which is a wholly owned subsidiary of M/s. RHI AG having registered office at Wienerbergstrasse 9, 1100 Vienna, Austria and is part of the M/s. RHI group. M/s. Dutch US Holding B.V. is also promoted by M/s. RHI AG.

Ms Barbara Potisk-Eibensteiner, Dr Giorgio Cappelli (resigned on July 24, 2013) and Mr Michael John Williams were appointed as additional directors of the Company under the category of promoter director and also Mr Parmod Sagar, Senior Vice President of the Company was appointed as an additional director as well as Managing Director of the Company.

Mr S G Rajgarhia resigned from position of Managing Director and appointed as Vice Chairman of the Company. Mr S C Sarin was re-designated as Technical Advisor of the Company. Mr K K Thirani was elected as Chairman of the Company.

FIXED DEPOSIT

During the year your Company has not accepted any fixed deposits from the public.

AUDITORS

The existing auditors M/s. S.R. Batliboi & Co. LLP Chartered Accountants retires at the ensuing Annual General Meeting. They are not offering themselves for re-oppointment. It is proposed to appoint M/s. Deloitte Haskins & Sells, Chartered Accountants, as statutory auditors of the Company in place of the retiring auditors. M/s. Deloitte Haskins & Sells, Chartered Accountants have confirmed that their appointment, if made, shall be within the limits laid down in Section 224(1B) of the Companies Act, 1956.

AUDITORS'' REPORT

The Auditors Report read with notes to the financial statements is self-explanatory and does not call for any further explanation by the Board.

COST AUDITORS

M/s K G Goyal & Associates has been appointed as Cost Auditors u/s 233(1B) of Companies Act 1956 for the year 2012-13 for Refractory products of the Company. The Audit is under progress and the cost audit report will be filed within prescribed time limits.

DIRECTORS

Mr S G Rajgarhia and Mr K K Thirani having been longer in the office, retire by rotation at the ensuing annual general meeting and being eligible offer themselves for re-appointment. A brief resume of the appointees are given in the notice to the annual general meeting.

During the year Ms. Barbara Potisk-Eibensteiner, Mr. Michael John Williams, Mr. Parmod Sagar and Mr. Reinhold Steiner were appointed as additional directors of the Company and holds office up to ensuing annual general meeting. Notice under Section 257 of the Companies Act, 1956 has been received from members, proposing their candidature as directors.

Mr S G Rajgarhia resigned from office of Managing Director and appointed as Vice Chairman of the Company. Mr S C Sarin was re-designated as Technical Advisor of the Company. Remuneration of both the directors were also revised.

Mr. Parmod Sagar was appointed as Managing Director w.e.f. March 04, 2013 by the board of directors of the Company.

Your directors recommend their appointment/re-appointment at the ensuing Annual General Meeting in the overall interest of the Company.

During the year Mr R K Rajgarhia and Mr P P Khanna resigned from the Board on March 02, 2013 Dr. Giorgio Cappelli also resigned from the Board on July 24, 2013. The Directors places on record their sincere appreciation and gratitude for contributions made by them during their tenure on the Board.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 ("Act"), the directors hereby confirm that:

(i) in the preparation of the annual accounts for the year 2012-13, the applicable accounting standards have been followed and there are no material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year;

(iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the Annual Accounts on a going concern basis.

CODE OF CONDUCT

Your Company has laid down a code of conduct for the directors and senior management personnel as specified. The code was adopted in the board meeting held on October 18, 2011. It is available on the website of the Company www.orientrefractories.com. A declaration by the Managing Director regarding annual affirmation of compliance of the code by all concerned is annexed to the report on corporate governance.

CREDIT RATING OF BANK BORROWINGS

The Company has A (Single A Plus) rating on its long term borrowings by Credit Analysis & Research Ltd. (CARE). This rating indicates adequate safety and carries low credit risk.

For short term borrowings A1 (A One Plus) have been assigned by CARE. This rating indicates very high degree of safety and carries lowest credit risk.

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

Information relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, as required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988, is given in Annexure-A and forms part of this report.

PARTICULARS OF EMPLOYEES

Particular of remuneration paid to the employees as required to be disclosed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are set out in Annexure- B attached hereto and form part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

Notes on Management Discussion and Analysis of the Company have been given in Annexure-C and forms part of this report.

CORPORATE GOVERNANCE

A separate section on Corporate Governance is attached to this report as Annexure-D. A certificate from the Practicing Company Secretary regarding compliance of the conditions of corporate governance as stipulated under clause 49 of the listing agreements with stock exchanges is enclosed as Annexure-E. A certificate from the Managing Director that all board members and senior management personnel have affirmed compliance with the Code of Conduct for the year ended March 31,2013 is attached as Annexure-F .CEO/CFO certificate is enclosed as Annexure-G.

ACKNOWLEDGEMENTS

Your Directors sincerely appreciate the dedication and efforts of the employees at all levels of the organisation in contributing to the success of the Company. The Directors are also thankful to the investors of the Company for their confidence in the Company. They also gratefully acknowledge the continued support received from the customers, business associates, various government agencies, financial institutions and the banks.

For and on behalf of the Board

New Delhi K K Thirani

July 24, 2013 Chairman

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Mar 31, 2012

The directors have pleasure in presenting the second annual report of your Company along with the audited financial statements for the financial year ended March 31, 2012.

OPERATIONS REVIEW AND FUTURE OUTLOOK

Your Company was incorporated on November 26, 2010. The Hon'ble High Court of Delhi, vide its order dated September 19, 2011 sanctioned a Scheme of Demerger ("the Scheme") between Orient Abrasives Limited ("OAL") and Orient Refractories Limited ("the Company"), pursuant to which the refractory division of OAL was demerged and transferred to the Company with effect from commencement of business on April 1, 2011 i.e. Appointed Date under the Scheme. The Scheme became effective from October 31, 2011.

The financial results for the year ended March 31, 2012 are for the business transferred to the Company, after giving effect to the Scheme of Demerger and accordingly, are not strictly comparable with the previous corresponding period and hence not given here.

During the year under review your Company has achieved a gross turnover of Rs.30,041.61 Lacs including export income of Rs. 4,612.16 Lacs. The gross profit and net profit for the year under review are Rs.4,583.67 Lacs and Rs.3,080.93 Lacs respectively.

Your directors are hopeful that the turnover and profitability of the Company will increase in the current financial year.

DIVIDEND

Your Company has already paid an interim dividend of Rs.1.00 per share (i.e. 100%) on May 10, 2012. The board of directors does not propose any final dividend this year and the interim dividend already paid be treated as final dividend.

CAPITAL STRUCTURE PAID-UP CAPITAL

In accordance with the Scheme of Demerger 119,639,200 equity shares of Rs.1.00 each fully paid up were issued and allotted to the shareholders of OAL on November 15, 2011, as per the entitlement ration of 1:1, i.e. each shareholder of OAL whose name appeared in the register of members of the OAL on the record date i.e. November 14, 2011, received one fully paid equity share of face value of Rs. 1.00 each in the Company.

The paid-up capital as at March 31, 2012 stands at Rs. 1,201.39 Lacs comprising of 120,139,200 equity shares of Rs. 1.00 each fully paid up.

LISTING OF EQUITY SHARES

The equity shares of your Company were listed and admitted for trading on Bombay Stock Exchange (BSE) w.e.f. March 09, 2012 and National Stock Exchange of India Limited (NSE) w.e.f. March 12, 2012.

FIXED DEPOSIT

During the year your Company has not accepted any fixed deposits from the public.

AUDITORS

M/s. S.R. Batliboi & Co., Chartered Accountants, who are the statutory auditors of the Company, hold office, in accordance with the provisions of the Act up to the conclusion of the forthcoming annual general meeting and offer themselves for re-appointment. They have confirmed that their re-appointment, if made, shall be within the limits laid down in Section 224(1 B) of the Companies Act, 1956.

AUDITORS' REPORT

The Auditors' Report read with notes to the financial statements is self-explanatory and does not call for any further explanation by the board.

COST AUDITORS

M/s. K G Goyal & Associates, Cost Accountants have been appointed as Cost Auditor of the Company for the financial year 2012-13.

DIRECTORS

Mr R S Bajoria and Mr A K Jain having been longer in the office, retire by rotation at the ensuing annual general meeting and being eligible offer themselves for re-appointment. A brief resume of the appointees is given in the notice to the annual general meeting.

During the year Mr. P P Khanna was appointed as additional director of your Company and holds office upto ensuing annual general meeting. Notice under Section 257 of the Companies Act, 1956 has been received from a member, proposing the candidature of Mr. P P Khanna as director.

Your directors recommend their appointment/re-appointment at the ensuing annual general meeting in the overall interest of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 ("Act"), the directors hereby confirm that:

(i) in the preparation of the annual accounts for the year 2011-12, the applicable accounting standards have been followed and there are no material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year;

(iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis.

CODE OF CONDUCT

Your Company has laid down a code of conduct for the directors and senior management personnel as specified. The code was adopted in the board meeting held on October 18, 2011. It is available on the website of the Company www.orientrefractories.com. A declaration by the managing director regarding annual affirmation of compliance of the code by all concerned is annexed to the report on corporate governance.

CREDIT RATING OF BANK BORROWINGS

The Company has A (Single A Plus) rating on its long term borrowings by Credit Analysis & Research Ltd. (CARE) .This rating indicates adequate safety and carries low credit risk.

For short term borrowings A1 (A One Plus) have been assigned by CARE. This rating indicates very high degree of safety and carries lowest credit risk.

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

Information relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, as required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988, is given in Annexure-A and forms part of this report.

PARTICULARS OF EMPLOYEES

Particular of remuneration paid to the employees as required to be disclosed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are set out in Annexure- B attached hereto and form part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

Notes on Management Discussion and Analysis of the Company have been given in Annexure-C and forms part of this report.

CORPORATE GOVERNANCE

A separate section on corporate governance is attached to this report as Annexure-D. A certificate from the Practicing Company Secretary regarding compliance of the conditions of corporate governance as stipulated under clause 49 of the listing agreements with stock exchanges is enclosed as Annexure-E. A certificate from the managing director that all board members and senior management personnel have affirmed compliance with the code of conduct for the year ended March 31,2012 is attached as Annexure-F .CEO/CFO certificate is enclosed as Annexure-G.

ACKNOWLEDGEMENTS

Your Directors sincerely appreciate the dedication and efforts of the employees at all levels of the organisation in contributing to the success of the Company. The directors are also thankful to the investors of the Company for their confidence in the Company. They also gratefully acknowledge the continued support received from the customers, business associates, various government agencies, financial institutions and the banks.

For and on behalf of the Board

New Delhi R K Rajgarhia

August 11,2012 Chairman