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Vesuvius India Ltd.

Investor Returns

NSE: VESUVIUSEQ BSE: 520113ISIN: INE386A01023INDUSTRY: Refractories

BSE   Rs 551.15   Open: 554.35   Today's Range 549.00
562.25
 
NSE
Rs 551.30
-1.20 ( -0.22 %)
-0.45 ( -0.08 %) Prev Close: 551.60 52 Week Range 357.66
647.45
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 11189.23 Cr. P/BV 7.82 Book Value (Rs.) 70.51
52 Week High/Low (Rs.) 646/356 FV/ML 1/1 P/E(X) 42.30
Bookclosure 10/06/2025 EPS (Rs.) 13.03 Div Yield (%) 0.26
Year End :2024-12 

The Board of Directors have the pleasure of presenting the Thirty-fourth Annual Report together with the Audited Financial
Statements of the Company for the financial year ended on December 31, 2024.

The Company's financial performance for the aforesaid financial year is summarised below:

Particulars

Year ended
31.12.2024

Year ended
31.12.2023

Revenue from Operations

1,86,857

1,60,313

Other Income

4,846

3,490

Total Income

1,91,703

1,63,803

Profit before Depreciation, Interest & Tax (PBDIT)

39,587

32,175

Depreciation & Amortisation

4,585

3,592

Finance Cost

118

43

Profit before Tax

34,884

28,540

Provision for Income Tax

8,432

7,246

Profit for the year after Tax

26,452

21,294

Other comprehensive income/(loss) for the year, net of Tax

(119)

(45)

Total comprehensive income for the year

26,333

21,249

Transfer to Reserves

Nil

Nil

Proposed Dividend @ ' 14.50 per share (' 12.75 per share in 2023)

2,943

2,588

Basic & Diluted Earnings per Share (in ')

130.33

104.92

The revenue from operations of the Company in the current
financial year has increased from
' 1,60,313 Lakhs to ' 1,86,857
Lakhs, registering the growth of approx. 16% compared to
previous financial year, and the profit before tax has increased
from
' 28,540 Lakhs to ' 34,884 Lakhs, registering the growth
of approx. 22% compared to the previous financial year.

Dividend

The Board of Directors of the Company (the "Board") has
recommended a dividend of
' 14.50 per equity share of ' 10/-
each fully paid-up of the Company (last year
' 12.75 per
equity share of
' 10/- each). The dividend will entail a cash
outflow of
' 2,943 Lakhs (last year ' 2,588 Lakhs). The dividend
recommended by the Board is in accordance with the Dividend
Distribution Policy of the Company, which is available on the
website of the Company www.vesuviusindia.in and the weblink
thereof has been provided elsewhere in this Annual Report.

The dividend is subject to approval of the shareholders at the
ensuing Annual General Meeting. The dividend, if approved
by the shareholders, will be deposited in a separate bank
account within 5 days from the date of declaration and will
be paid on or before May 30, 2025, subject to deduction of
income tax at source, as applicable.

Financial Year of the Company

The Company follows January 1 to December 31 as its
financial year.

In terms of section 2(41) of the Companies Act, 2013 (the
"Act"), by an Order dated January 7, 2016, passed by then
Hon'ble Company Law Board, Kolkata Bench, the Company
has been allowed to retain and follow January 1 to December
31 as its financial year.

Business of the Company

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

Share Capital of the Company

The Board of Directors of the Company at its meeting held
on February 26, 2025 has approved the proposal of the split/
sub-division of existing Equity Shares of the Company from 1
(one) Equity Share having Face Value of
' 10/- (Rupees Ten)
each, fully paid-up, into 10 (Ten) Equity Shares having Face
Value of
' 1/- (Rupee One) each, fully paid-up, subject to the
approval of the shareholders of the Company at the ensuing
Annual General Meeting. If approved by the Shareholders,
there will be no change in the Authorised, Subscribed and
Paid-up Equity Share Capital of the Company post split/sub-
division of Equity Shares of the Company.

Management Discussion and Analysis Report

Management Discussion and Analysis Report (including
key financial ratios) for the year under review, as stipulated
under the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015
(the "
SEBI LODR ), is presented in a separate section, forming
part of the Annual Report.

Internal Control of the Company

The Company has established a robust internal control
system designed to align with the complexities of its business
operations, ensuring financial integrity, operational efficiency,
and regulatory compliance. Comprehensive internal financial
controls have been implemented to enhance the accuracy
and reliability of financial reporting and to strengthen the
integrity of financial statement preparation. These internal
control mechanisms are enforced through a structured
combination of policies, procedures, and certifications,
ensuring strong governance and effective risk management.
The Board, in consultation with the Internal Auditors, reviews
the effectiveness of internal controls and compliance
systems, financial and operational risks, risk assessment and
management frameworks, and related party transactions,
along with their compliance with applicable laws, rules, and
regulations. The Internal Auditors of the Vesuvius Group
conduct internal audits on a pan-India basis. The Company's
Policies, Code of Conduct, and CORE Values and Behaviours
are applicable to the Directors and all employees of the
Company and have been duly complied with during the year.
These Policies are available on the Company's website at
www.vesuviusindia.in, with direct weblinks also provided
later in this Report. Additionally, the Company ensures

strict compliance with all applicable laws, regulations, and
corporate governance standards governing its operations.

Internal Financial Controls: The Company has in place
adequate internal financial controls with reference to
its financial statements, aimed at safeguarding assets,
preventing and detecting fraud or errors, maintaining
accurate and complete accounting records, and ensuring the
timely preparation of reliable financial information. These
controls were reviewed during the year, and no reportable
material weaknesses were observed.

Furthermore, statutory auditors have conducted
comprehensive verifications of systems and processes,
confirming the adequacy and operational effectiveness of
internal financial controls over financial reporting. This ensures
that the Company upholds strong corporate governance,
financial transparency, and operational excellence.

Holding, Subsidiaries, Joint Ventures and
Associate Companies

Vesuvius Group Limited is the immediate holding company and
Vesuvius plc., is the ultimate holding company of the Company.
Vesuvius plc. is headquartered in London, UK and its shares
are listed on the London Stock Exchange. Vesuvius is a global
leader in molten metal flow engineering and technology,
serving process industries operating in challenging high-
temperature conditions. Detailed information regarding
business operations of Vesuvius plc. can be accessed at
www.vesuvius.com.

The Company has no subsidiary, associate company, or joint
venture. Therefore, disclosures in this regard are not applicable
to the Company.

Board of Directors and Key Managerial
Personnel

The Company has an optimum combination of executive,
Non-Executive and Independent Directors, including an
Independent Woman Director. As on December 31, 2024,
the Board is comprised of 9 (nine) directors, with 8 (eight)
Non-Executive Directors of which 3 (three) are Independent
Directors including the Chairperson and the Woman Director.

Mr. Sudipto Sarkar, Independent Director of the Company,
ceased to hold this position upon the completion of his second
term on April 28, 2024. The Company has been greatly
benefited through the guidance and support provided by
Mr. Sarkar during his tenure. Considering his vast and diverse

experience, and based on the recommendation of the
Nomination and Remuneration Committee (NRC), the Board
reappointed Mr. Sudipto Sarkar as an Additional Director,
designated as Non-Executive Non-Independent Director,
effective from April 29, 2024.

Based on the recommendation of NRC, the Board appointed
Mr. Sunil Kumar Chaturvedi as an Additional Director,
designated as an Independent Director of the Company, with
effect from April 29, 2024, for a term of five consecutive years.
In the Board's opinion, Mr. Chaturvedi possesses the requisite
expertise, integrity, experience, and proficiency.

The appointment of Mr. Sunil Kumar Chaturvedi and
Mr. Sudipto Sarkar have been approved by shareholders of
the Company by special resolutions passed on June 7, 2024,
conducted through Postal Ballot.

The Board, based on the recommendation of NRC, appointed
Mr. Mohinder Pradip Singh Rajput, as an Additional Director
designated as the Managing Director of the Company
effective from July 1, 2024, for a term of five years, in place
of Mr. Nitin Jain, who had step down from the position of
Managing Director of the Company effective from June 30,
2024. Mr. Jain took a global role with the Vesuvius Group, based
in United Kingdom and continues to serve on the Board of the
Company as a Non-Executive Non-Independent Director. The
appointment of Mr. Mohinder Pradip Singh Rajput has been
approved by the shareholders of the Company on August 2,
2024, by an ordinary resolution passed through Postal Ballot.

Pursuant to the provisions of Section 152(6) of the Act, the
shareholders of the Company at 33rd Annual General Meeting
held on April 18, 2024, have re-appointed Mr. Pascal Genest,
as a director liable to retire by rotation.

Pursuant to Regulation 17(1 D) of the SEBI LODR, the
shareholders of the Company, at the 33rd Annual General
Meeting, approved continuation of Mr. Patrick Andre (DIN :
07619754) as a Director (not liable to retire by rotation), under
the category of non-executive and non-independent director
for a period of five years effective from April 1, 2024.

In terms of the provisions of Section 152(6) of the Act, Mr. Henry
James Knowles and Mr. Nitin Jain, retire from the Board by
rotation at the 34th Annual General Meeting (AGM) and being
eligible, offer themselves for re-appointment.

The information regarding re-appointment of Mr. Knowles
and Mr. Jain as required under Regulation 36 of the SEBI
LODR have been given in the Notice convening the AGM.

The Company has received declarations from all the
Independent Directors of the Company confirming that they
meet the criteria of independence as prescribed under the Act
and the SEBI LODR and are also compliant with requirements
of Rule 6 of the Companies (Appointment and Qualification
of Directors) Rules, 2014.

None of the Directors of the Company are disqualified and/or
debarred as per the applicable provisions of the Act and the
Securities and Exchange Board of India (the
"SEBI").

The Company has following whole time key managerial
personnel as on December 31, 2024:

a) Mr. Mohinder Pradip Singh Rajput, Managing Director

b) Mr. Rohit Baheti, Chief Financial Officer

c) Mr. Saheb Ali, Company Secretary

Separate Meeting of Independent Directors &
Performance Evaluation

In terms of Schedule IV to the Act and the SEBI LODR, a
separate Meeting of the Independent Directors of the
Company, namely, Mr. Biswadip Gupta, Miss Nayantara
Palchoudhuri and Mr. Sunil Kumar Chaturvedi was held on
October 28, 2024. The Independent Directors carried out
annual performance evaluation of the Chairperson, the non¬
independent directors and the Board as a whole.

Pursuant to Section 178 of the Act and Regulation 17 of the
SEBI LODR and in accordance with the manner of evaluation
specified by the Nomination and Remuneration Committee,
the Board carried out annual performance evaluation of the
Board, its Committees and Individual Directors and the same
is also mentioned in the Corporate Governance Report.

Corporate Governance

The Company is committed to maintain the highest standards
of governance and has also implemented several best
governance practices. The Corporate Governance Report
pursuant to Regulation 34(3) read together with Part C of
Schedule V of the SEBI LODR forms part of this Annual Report
and marked as
Annexure I. Certificates received from the
Secretarial Auditor of the Company confirming compliance
with the conditions of Corporate Governance and Non¬
Disqualification of Directors of the Company are attached
and marked as
Annexure II and III.

The Managing Director and the Chief Financial Officer have
given their certificate as required under Regulation 17(8) read
with Part B of Schedule II of the SEBI LODR regarding the
Annual Financial Statements of the Company for the financial
year ended on December 31, 2024, which forms part of this
Annual Report, marked as
Annexure IV.

Compliance with the Code of Conduct

All Directors, Key Managerial Personnel and senior
management of the Company have confirmed compliance
with the Code of Conduct applicable to the Directors and
employees of the Company. The Managing Director has given
the certificate as required under Regulation 34(3) read with
Part D of Schedule V of the SEBI LODR regarding compliance
with the Code of Conduct of the Company for the year ended
on December 31, 2024, which forms part of this Report,
marked as
Annexure V.

The Code of Conduct is available on the Company's website
www.vesuviusindia.in and the weblink thereof has been
provided elsewhere in this Annual Report.

Board Meeting

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

Committees of the Board

Pursuant to the provisions of the Act and the SEBI LODR, the
Board has constituted/ reconstituted (whenever necessitated)
various committees, namely Audit Committee, Nomination
and Remuneration Committee, Stakeholders' Relationship
Committee, Corporate Social Responsibility Committee,
Risk Management Committee and Board Management
Committee. The details of composition, terms of reference,
number of meetings held during the year, attendance and
other details pertaining to these Committees are mentioned
in the Corporate Governance Report. All recommendations
made by the Committee(s) during the year were accepted by
the Board of the Company.

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board of Directors,
with respect to the Audited Financial Statements for the
financial year ended on December 31, 2024, to the best of its
knowledge and ability, confirm that:

a) in the preparation of the annual accounts, the applicable
accounting standards have been followed and there are
no material departures from the same;

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

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

d) the Directors have prepared the annual accounts on a
going concern basis;

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

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

Compliance with Secretarial Standards

The Company has followed the applicable Secretarial
Standards, with respect to Meetings of the Board of Directors
(SS-1) and General Meetings (SS-2) issued by the Institute of
Company Secretaries of India.

Business Responsibility and Sustainability
Report

In accordance with the SEBI LODR, the Business Responsibility
& Sustainability Report describing the initiatives taken and
performance delivered by the Company on environmental,
social and governance aspects forms part of this Report,
marked as
Annexure VI.

Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo, as
required under Section 134(3)(m) of the Act read with Rule
8(3) of the Companies (Accounts) Rules, 2014, forms part of
this Annual Report, marked as
Annexure VII.

Particulars of Employees and Related
Disclosures

In terms of the provisions of Section 197(12) of the Act read
with Rules 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, a

statement showing the names of the top ten employees in
terms of remuneration drawn and names and other particulars
of the employees drawing remuneration in excess of the limits
set out in the said Rules, forms part of this Report. Disclosures
relating to remuneration and other details as required under
Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 forms part of this Report.

Having regard to the provisions of the second proviso to
Section 136(1) of the Act, this Report excluding the aforesaid
information is being sent to the shareholders of the Company.
Any shareholder interested in obtaining such information may
write to the Company Secretary at vesuviusindia@vesuvius.com.

Corporate Social Responsibility

In accordance with the provisions of Section 135 of the
Companies Act, 2013, read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014 (as amended), the
Board of Directors of your Company has established a
Corporate Social Responsibility ("CSR") Committee. Details
of the Committee's composition and meetings held during
the year are included in both the Corporate Governance
Report and the Annual Report on CSR. The Corporate Social
Responsibility Policy is available on the Company's website
at www.vesuviusindia.in, and the weblink has been provided
elsewhere in this Annual Report.

As part of its CSR activities, the Company has initiated several
programs in its catchment areas and subsidiary regions, directly
impacting "Women in STEM Education." To promote education
and reduce school dropouts among girls, the Company has
constructed bio-toilets in 25 schools, provided drinking water
facilities, offered hygiene and menstrual health training, built
digital classrooms, and provided supplementary education
through Vesuvius Activity Centres. The initiatives, such as
scholarships and Vesuvius Women's Clubs, aim to support and
nurture women pursuing higher education in STEM fields.

The Ministry of Education and Health recommends one toilet
for every 20 girls and one toilet for every 25 boys in schools.
A lack of clean drinking water and hygiene awareness was
observed during periodic visits to schools around Taratala
(near the Kolkata plant) and in schools across various
customer locations. These intervention areas include Angul,
Jajpur, Bokaro, and 11 other sites. Many children, especially
girls, lacked basic knowledge of hygiene practices, including
menstrual hygiene management. Sensitising them on these
topics to foster behavioral change is crucial for ensuring
better health, education, and attendance. High dropout
rates among girls were due to a lack of basic facilities. The
Company addressed this by creating an enabling environment
to increase girls' attendance and enrollment in schools

through the construction of bio-toilets, provision of drinking
water facilities, and training on menstruation, hygiene
management, and digital learning. As a result, not only did the
dropout rates decreased, but the health indicators for children
improved, with the benefits extending beyond the classroom.
In 2024, bio-toilets and drinking water facilities were scaled up
in 13 schools, hygiene training was conducted in 19 schools,
and menstrual hygiene management (MHM) training was
provided in 19 schools. The Company plans to expand this
program to more schools in the coming years. Through the
WASH program, we reached over 10,000 students and 10,000
mothers, training them on hygiene and menstrual hygiene
management, thereby reducing absenteeism by 48%.

To promote STEM education among women from
marginalised sections, the Company has taken a leadership
role by providing initial scholarships to female students
at National Institutes of Technology (NITs) in India from
economically disadvantaged backgrounds, specifically those
studying Chemical, Metallurgy, and Mechanical Engineering.
These students will also have the opportunity to participate in
internships, offering them professional learning and exposure.
The project also supports e-learning platforms to enhance
knowledge and skills, preparing students to be "future-
ready." Industry expert talks and immersion programs are
encouraged, motivating women in higher education to join
the refractory industry through Vesuvius Women's Clubs.

The Company is committed to positively contributing to
education by supporting opportunities for children and youth,
particularly from economically disadvantaged backgrounds,
and for women in scientific and technical fields of education.
The Company continues to promote STEM (Science,
Technology, Engineering, and Mathematics) education,
especially for female students, empowering them to pursue
technical careers. The introduction of digital learning through
the app-based multimedia platform GENEO, which was
initiated in previous years at Vesuvius Activity Centres, has
received strong engagement, now reaching over 600 girls.

The V Green Project introduced in 2024 reflects our
commitment to environment and we have created green
corridors along new green field project area in Parwada,
Visakhapatnam and continues to maintain around Kolkata
Plant. Our commitment to plant 50 trees in each school we
intervene in, creates a sense of awareness of environmental
sustainability within the community and children.

The Company's focus is to address the most vulnerable
sections of society and to stand for women and children
welfare. The funds have been carefully spent on CSR projects
so that they result in the ultimate objectives meted out in the
Company's CSR Policy. The Company has spent ' 379 Lakhs

(' 227 Lakhs in 2023) on CSR activities during the financial
year ended on December 31, 2024. The Report on Corporate
Social Responsibility Activities is attached as
Annexure VIII
and forms part of this Annual Report.

Vigil Mechanism / Whistleblower policy

The Company has in place a Speak Up and Incident Reporting
(Whistle Blowing) Policy to deal with unethical behaviour,
victimisation, fraud and other grievances or concerns, if any.
The aforementioned policy is available on the Company's
website www.vesuviusindia.in and the weblink thereof has
been provided elsewhere in this Annual Report.

Auditors

M/s Price Waterhouse Chartered Accountants LLP, (Firm
Registration No: 012754N/ N500016) have been re-appointed
as the Statutory Auditors of the Company for the second
term of 5 (five) consecutive years, from the conclusion of the
thirty-first Annual General Meeting held on May 6, 2022 till
the conclusion of the thirty-sixth Annual General Meeting of
the Company. The Auditors have confirmed that they comply
with all the requirements and criteria and are not disqualified
to continue to act as Auditors of the Company.

The Independent Auditor's Report on the Financial Statements
of the Company for the financial year ended on December
31, 2024, does not contain any qualification or reservation
or adverse remark or disclaimer. The Auditors have not
come across any instance of material fraud by the Company
or in the Company by its officers or employees during the
year. The Notes to the financial statements referred in the
Auditors' Report are self-explanatory and do not call for any
further comments.

Secretarial Audit

Pursuant to Section 204 of the Act and Regulation 24A of the
SEBI LODR, the Secretarial Audit was conducted by M/s Anjan
Kumar Roy & Co. Company Secretaries (Firm Unique Code:
S2002WB051400) for the year under review. The Secretarial
Audit Report is attached to this Report and marked as
Annexure IX. There are no qualifications or observations or
adverse remarks in the Secretarial Audit Report. The contents
of the Secretarial Audit Report are self-explanatory and do
not call for any further comments by the Board.

Pursuant to Regulation 24A of the SEBI LODR and the
Audit Committee , the Board recommends appointment of
M/s Anjan Kumar Roy & Co, as the Secretarial Auditor of the
Company for a period of 5 (five) consecutive years, with effect
from January 1, 2025. An appropriate resolution seeking
approval of the shareholders of the Company has been
included in the Notice convening the AGM.

Cost Audit

The Cost Audit Report of the Company, as required under
Section 148 of the Act, for the financial year ended December
31, 2023, did not contain any qualification, reservation, or
adverse remark and has been filed with the Registrar of
Companies, Ministry of Corporate Affairs. The cost audit of
the cost records maintained by the Company for the financial
year ending December 31, 2024, will be conducted within the
stipulated time.

The Board of the Company has reappointed M/s J K & Co.
(formerly Jithendra Kumar & Co.), Cost Accountants (Firm
Registration No. 004010), as the Cost Auditors of the Company
for the financial year ending December 31, 2025. The firm
meets the eligibility criteria for appointment. The remuneration
payable to the Cost Auditors requires ratification by the
shareholders of the Company. Accordingly, an appropriate
resolution for ratification of the remuneration of the Cost
Auditors has been proposed in the Notice convening the AGM.

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

Public Deposits

The Company has not accepted any deposits from the public
and as such, there are no outstanding deposits in terms of the
Companies (Acceptance of Deposits) Rules, 2014.

Loans, Guarantees and Investments

The Company has not given any loans, directly or indirectly,
to any person (other than to its employees under contractual
obligations) or other bodies corporate or any guarantee or
provided any security in connection with a loan taken by any
other body corporate or person. The Company has not made
any investment in the shares of the parent / holding company
or any of its fellow subsidiaries or any other company or
body corporate.

Related Party Transactions

During the year under review, all contracts / arrangements
/ transactions entered by the Company with related parties
were in its ordinary course of business and on an arm's length
basis. The Company has not entered into any contract /
arrangement / transaction with related parties which is
required to be reported in Form AOC - 2 in terms of Section
134(3)(h) read with Section 188 of the Act and Rule 8(2) of the
Companies (Accounts) Rules, 2014. There were no related
party transactions which could have potential conflict with
the interests of the Company at large. It is confirmed that no
loans or advances have been received or paid to the holding
company or any fellow subsidiaries or any Director or to any

firms or companies in which a director is interested. All related
party transactions entered during the current financial year
are disclosed under Note No. 42 of the Audited Financial
Statement of the Company in accordance with the Indian
Accounting Standard 24 on Related Party Disclosures notified
by the Companies (Indian Accounting Standards) Rules, 2015,
and are not repeated in this Report.

Risk Management Framework and Policy

The policy on risk assessment and minimisation procedures
as laid down by the Board are periodically reviewed by the
Risk Management Committee, Audit Committee and the
Board. The policy facilitates the identification of risks at the
appropriate time and ensures necessary steps are taken to
mitigate the risks. The Risk Management Policy is available
on the website of the Company www.vesuviusindia.in and the
weblink thereof has been provided elsewhere in this Report.

Material Changes and Commitments

There were no material changes and commitments or
significant events affecting the financial position of the
Company occurred between December 31, 2024 and the date
of this Report.

Significant and Material Orders

There were no significant and material orders passed by
regulators or courts or tribunals impacting the going concern
status of the Company and its operations in the future.

Annual Return

The Annual Return of the Company for the year ended on
December 31, 2024 is available on the website of the Company
www.vesuviusindia.in and the weblink thereof has been
provided elsewhere in this Annual Report.

Prevention of Sexual Harassment

In compliance with the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013
(POSH Act), and the Rules made thereunder, the Company
has in place a policy which mandates no tolerance against
any conduct amounting to sexual harassment of women
at workplace. The Company has reconstituted Internal
Committee (IC) during the year under review to redress and
resolve any complaints arising under the POSH Act. Training/
awareness programme are conducted throughout the year to
create sensitivity towards ensuring a respectable workplace.
During the reporting period, the Company has not received
any complaint under the POSH Act.

Annexures forming a part of this Report

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

Annexure

Particulars

i

Corporate Governance Report

ii

Certificate of Non-Disqualification of
Directors

iii

Certificate on Corporate Governance

IV

Managing Director's and Chief Financial
Officer's Certificate under Regulation 17(8)
of the SEBI LODR

V

Managing Director's Certificate on
compliance with the Code of Conduct

Vi

Business Responsibility and Sustainability
Report

VII

Prescribed particulars of Conservation of
Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo

Viii

Annual Report on Corporate Social
Responsibility

iX

Secretarial Audit Report

Company Policies

The following policies framed as per the requirements and
criteria prescribed under the Act and the SEBI LODR are
available on the Company's website www.vesuviusindia.in
and the weblinks thereof have been provided elsewhere in
this Annual Report:

a) Remuneration Policy

b) Corporate Social Responsibility Policy

c) Terms and conditions of Appointment of
Independent Director

d) Related Party Transactions Policy

e) Speak Up and Incident Reporting (Whistle Blowing) Policy

f) Dividend Distribution Policy

g) Policy on Preservation of Documents

h) Anti-Bribery and Corruption Policy

i) Risk Management Policy

j) Insider Trading Code

k) Insider Trading Code for Fair Disclosure

l) Code of Conduct

m) Policy for Determination of Materiality of Events

n) Business Responsibility and Sustainability
Reporting Policy

Human Resources Management & Health,

Safety and Environment

At Vesuvius, we believe that human capital is a key driver of
the Company's success and growth. Striving to be one of the
best organisations in providing an optimal work-life balance,
Vesuvius offers various training and awareness programs
to enhance professional skills, promote safety awareness,
and recognise employees' contributions to the business. All
employees receive the necessary training to adhere to the

Company's CORE Values and Policies, including training on
the Insider Trading Code, Anti-Bribery and Anti-Corruption
Policy, and Prevention of Sexual Harassment Policy.

Appreciation

The Board of your Company record their sincere appreciation
of the dedication and commitment of all employees, in
continuing their achievements and excellence in all areas of
the business. The Board thanks the shareholders, customers,
suppliers and bankers and other stakeholders for their
continuous support to the Company.

For and on behalf of the Board of Directors
Vesuvius India Limited

Biswadip Gupta

Place: Kolkata Chairperson

Date: February 26, 2025 (DIN: 00048258)

 
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