Dear Members,

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

1. FINANCIAL SUMMARY/HIGHLIGHTS

(Amount in lacs)

2. OPERATIONAL PERFORMANCE

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

3. DIVIDEND

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

4. TRANSFER TO RESERVES

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

5. DEPOSITS

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

6. SHARE CAPITAL

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

7. M A T E R I A L C H A N G E S A N D COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

8. MANAGEMENT DISCUSSION AND ANALYSIS

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

9. CHANGE IN NATURE OF BUSINESS

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

10 .SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

ARRANGEMENTS WITH RELATED PARTIES

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

STATEMENT

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

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

b) We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of a airs of the Company as at 31st March, 2024 and of the profit of the Company for the financial year ended 31st March, 2024;

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

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

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

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

UNDER SECTION 186;

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

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

1. Sri. Konda Venkanna

2. Sri. Laxmaiah Konda

3. Smt. Konda Soujanya

4. Sri Satyanarayana Kapuganti

5. Sri Suresh Silumula

6. Sri Rajendra Prasad Kandikattu

15. APPOINTMENT & CESSATION:

Pursuant to the provisions of the Companies Act, 2013 and the rules framed there under and Articles of Association of the Company, Sri. Venkanna Konda (DIN: 05119181) Director of the company is liable to retire by rotation, at the ensuing Annual General Meeting and being eligible has offered himself for reappointment.

The Nomination and Remuneration Committee and Board of Directors have recommended their re-appointment for the approval of the shareholders of the Company in the forthcoming Annual General Meeting of the Company.

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

OTHER DETAILS

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

DIRECTORS

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

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

1. 20th April, 2023

2. 19th July, 2023

3. 14th August, 2023

4. 02nd September, 2023

5. 14th November, 2023

6. 14th February, 2024

18. AUDIT COMMITTEE

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

BLOWER POLICY

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

20. RISK MANAGEMENT

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

The Board oversees the Risk Management process including risk identi cation, impact assessment, effective implementation of the mitigation plans and risk reporting. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

AND THEIR ADEQUACY

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

STANDARDS

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

(MGT-9)

Pursuant to Section 92 (3) of the Companies Act, 2013, a copy of Annual Return for the financial year ended 31st March, 2024 has been placed on the website of the company i.e., http://www.raasi.in/

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

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

REPORT

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

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

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

26. SECRETARIAL AUDIT

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

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

27. CORPORATE SOCIAL RESPONSIBILITY

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

28. FAMILIARIZATION PROGRAMME

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

29. INVESTOR EDUCATION AND

PROTECTION FUND (IEPF)

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

30. REPORTING OF FRAUDS BY

AUDITORS

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

31. HUMAN RESOURCES

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

32. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

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

PLACE

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

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

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

34. COST AUDIT

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

35. PARTICULARS OF EMPLOYEES

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

Hence, Disclosures with respect to the remuneration of directors and employees as required under Section 197(12) of Companies Act, 2013 and Rule 5 (1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable.

36. MISCELLANEOUS

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

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

37. BOARD EVALUATION

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

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

The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

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

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

38. APPRECIATION

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

39. ACKNOWLEDGEMENTS

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