The Board of Directors ("Board") of your Company are pleased
to present the Forty-First (41st) Annual Report of Foseco Crucible
(India) Limited (Previously known as Morganite Crucible (India)
Limited) along with the Audited Financial Statements for the
financial year ended March 31, 2026.

During the year under review, the Promoters, namely
Morganite Crucible Limited and Morgan Terrassen B.V
("Promoters"), entered into a Share Purchase Agreement
("SPA") dated August 22, 2025 with Foseco India Limited
("Acquirer") and its promoters, namely Foseco Overseas
Limited, Vesuvius Holdings Limited and Foseco (UK) Limited
(collectively referred to as "Persons Acting in Concert" or
"PACs"). Pursuant to the SPA, the Promoters sold, and the
Acquirer acquired, 4,200,000 equity shares of '5/- each,
representing 75% of the paid-up equity share capital of
the Company (on a fully diluted basis). The transaction was
completed on November 12, 2025.

The aforesaid acquisition triggered the provisions of the
Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011 ("SEBI SAST
Regulations"). Accordingly, Foseco India Limited ("Acquirer"),
along with the PACs, made an open offer to the public
shareholders of the Company in compliance with Regulations
3(1) and 4 of the SEBI SAST Regulations.

In terms of Regulation 7(1) of the SEBI SAST Regulations, the
open offer size is required to be at least 26% of the total voting
share capital. However, the offer size under the present open
offer was 1,400,000 equity shares, representing 25% of the
total voting share capital, being equivalent to the entire public
shareholding as on the date of the Public Announcement. All
applicable requirements and compliances in respect of the
open offer have been duly adhered to.

Consequent to the aforesaid acquisition, the Company became
part of the Foseco India Limited ("FIL") / Vesuvius Group.
Accordingly, data presented in this report is aligned with FIL
from November 12, 2025 onwards, while data prior to this
date pertains to the Morgan Group.

Vesuvius plc is the ultimate holding company of Foseco
India Limited following Vesuvius policies. Consequently, the

Company operates in alignment with the policies, systems, and
governance framework of the Vesuvius Group.

FINANCIAL PERFORMANCE:

Your Company's financial performance for the financial year
ended March 31, 2026 is summarized as below:

The revenue from Operations of the Company for the financial
year 2025-26 was '17,192 lakhs, as against '17,419 lakhs in
the previous year. The Profit before finance cost, depreciation
and exceptional item was '5691 lakhs as against '4,861 lakhs
in the previous year. The operating expenses decreased to
'12610 lakhs as against '13,355 lakhs the previous year.

Further, no other material changes or commitments have
occurred between the end of the financial year and the date
of this Report which affect the financial statements of the
Company in respect of the reporting year.

DIVIDEND:

Reflecting the Company's strong performance for the
financial year ending March 31, 2026, the Board is pleased
to recommend a final dividend of '12.50 per equity to the
equity shareholders of the Company as on record date of
August 19, 2026 subject to approval at the upcoming Annual
General Meeting. The recommendation perfectly aligns with

our Dividend Distribution Policy, ensuring balanced capital
allocation and consistent shareholder returns.

The Dividend Distribution Policy of the Company is available
on the Company's website and can be accessed at www.
fosecocrucibleindia.com/en/policies.html

ECONOMIC SCENARIO AND BUSINESS OUTLOOK:

The Company expects the Indian market to remain a key driver of
growth in the coming years, supported by continued expansion
in manufacturing activity, infrastructure development, and
favourable domestic demand trends. The Indian foundry
industry, which constitutes the Company's largest end-market
segment, continues to demonstrate resilience and steady
growth, aided by increasing localisation, government focus on
manufacturing initiatives, and demand from sectors such as
automotive, engineering, railways, and construction.

Further, sustained strength in precious metals prices and
increasing activity in the precious metals refining sector
are expected to support the Company's global business
performance. Continued investments in infrastructure and
industrial development across India are also anticipated to
create additional opportunities for growth in the Company's
core operating segments.

The outlook for export markets, however, remains relatively
cautious in the near term due to ongoing geopolitical tensions,
including the evolving US-Iran conflict, trade protection
measures, supply chain disruptions, elevated freight and
energy costs, and uncertainty in global industrial demand.
Recent developments in the Middle East have increased
volatility in crude oil prices and international shipping routes,
particularly around the Strait of Hormuz, which may impact
global manufacturing activity and input costs.

Despite these global uncertainties, the precious metals
refining segment continues to demonstrate comparatively
stronger demand fundamentals and is expected to remain
relatively resilient compared to certain other export-oriented
segments. The Company remains focused on leveraging
growth opportunities in the domestic market while closely
monitoring developments in international markets and supply
chains.

INDIAN FOUNDRY INDUSTRY INSIGHT:

The Indian foundry industry continues to remain a significant
contributor to the country's manufacturing sector and plays
a vital role in supporting industries such as automotive,
railways, aerospace, construction, power, mining and general
engineering. India continues to be among the leading foundry
producers globally, manufacturing a wide range of castings in
iron, steel and non-ferrous alloys.

The industry is characterized by a diverse and fragmented
market structure comprising large integrated manufacturers,
specialized foundries and numerous small and medium
enterprises. Indian foundries collectively contribute a substantial
share to global casting production and continue to strengthen
their position through technological advancements, quality
enhancement and increasing export capabilities.

The sector continues to generate significant direct and
indirect employment opportunities and remains an important
component of the country's industrial ecosystem. The industry
is increasingly focusing on automation, digitalization, energy
efficiency and environmentally sustainable manufacturing
practices to enhance competitiveness and meet evolving
customer expectations.

Growth prospects for the Indian foundry industry remain
positive, supported by infrastructure development, expansion
in manufacturing activities, increasing localization initiatives,
growth in automotive and engineering sectors and various
Government initiatives including "Make in India" and
production-linked incentive schemes. Demand from sectors
such as electric vehicles, renewable energy, railways and
industrial machinery is also expected to support future growth.

However, the industry continues to face challenges relating
to volatility in raw material and energy costs, environmental
compliance requirements, global supply chain disruptions,
pricing pressures and availability of skilled manpower.
Export-oriented businesses are also impacted by geopolitical
developments and uncertainties in global economic conditions.

Your Company remains committed to delivering superior
value through its products, technical expertise and customer¬
centric solutions with an objective to strengthen its position
as a preferred supplier in the non-ferrous metals industry.
The Company continues to focus on innovation, operational
excellence and value-added services to support the next
generation of products and manufacturing processes.

ENVIRONMENT, HEALTH AND SAFETY (EHS):

At Foseco Crucible, we strive for sustainability by ensuring our
products and processes benefit society and the environment.
We aim for 'zero harm' to our employees by fostering a caring
safety culture and developing a world-class safety system.

There were no lost time accidents reported on the site during
the year but unfortunately there were 10 first-aid injuries. There
were 7 significant near misses reported and for these, as well
as for the first-aid injuries, a full investigation was carried out,
lessons learned and corrective actions taken. Observations of
unsafe actions and unsafe conditions (known as "SIOPA & DO")
are reported and Safety audit is conducted and 98% corrective

action are completed. We are regularly monitoring air, water
and soil quality in the factory premises and corrective measures
are being taken for any readings that are over the limit. We are
also regularly focused on our 6S drive 8 CORE Safety Rules in
the factory to create a safer and more productive workplace for
our colleagues. There are regular physical site tours performed
by the local team and by visiting Leadership Team members.
Regular virtual site tours are also conducted.

To be a sustainable company Foseco Crucible aspires to
achieve carbon neutrality by 2050, alongside a targeted 30%
reduction in water usage across high-stress areas by 2030. At
site, significant strides have already been made through various
initiatives aimed at emission reduction. Our efforts ensure
that we contribute to a circular economy where materials are
perpetually cycled back into use. These efforts demonstrate
our unwavering commitment to sustainability and innovation,
ensuring that we not only meet but exceed industry standards
and expectations. Key accomplishments include

• Optimum utilisation of green energy: 1 MW capacity
rooftop solar plant was installed at the facility in three
phases. It contributed 33% of the total electricity
consumed at the site during FY 2025-26.

• Optimum utilisation of Rainwater: The facility having
a rainwater storage capacity of 500 m³ for catchment
of surface water, It contributed 32% of the total water
consumed at the site during FY 2025-26.

• Compliances of EPR under PWMR for imported materials

• Facility maintain Zero Liquid discharge for industrial
effluent (ZLD)

• Facility effectively utilised recycled sewage treated water
for gardening

'thinkSAFE'

At Foseco Crucible, 'thinkSAFE' is a mindset. This means we
approach every moment of every working day with safety in
mind. We do this by being curious, not complacent, by looking
out for each other and by speaking up about safety issues. We
consider safety in everything that we do because we care. Our
goal remains zero harm.

During the year, we conducted 'thinkSAFE' refresher 8 CORE
Safety, SIOPA, LTT training programme for all shop floor

workers, staff employees and agency employees & TURBO-S.
Additionally each Quarter there is a specific safety topic which
is communicated throughout the organisation.

Operational, Health and Safety Improvements:

- Three kilns refurbishment are completed to improve OEE
and reduced carbon footprint.

- Auto spray glazing introduced for sigma product line
to improve working environment, ergonomics issues &
Product quality.

Employee Well-being:

- Additional 1 no's Air Handling units (AHU) installed at the
production area to get relief from heat stress.

- HVLS fans installed at finishing area to improve workplace
air movement

- An annual & six-monthly medical check-up completed for
all employees and health awareness sessions arranged for
them.

- Various training organized on HSE and well-being.

- Provided energy drinks to employees who are working in
hot areas.

- An awareness session organized for all female employees
on women's health and Hygiene by experts.

- Celebration of National Safety Week '25 to increased
awareness among all employee through conducted
various activities/competition such as Slogan writing,
Poster making, Quiz contest for staff & workmen.

- Introduced Turbo KAIZEN Factory to capture all
improvement from shop floor to enhanced employee
engagement

PRODUCT QUALITY AND CERTIFICATIONS:

Foseco Crucible's purpose is to leverage advanced materials
to optimize the world's resources efficiently and elevate
the quality of life. This involves the engineering of high-
performance materials and specialized products that provide
reliable solutions to our customers' technical challenges. We
are committed to assisting our customers in achieving more
through our superior products and services. We continuously
measure and strive to enhance product quality, reliability,
and durability. To boost customer satisfaction, our technical
services and product teams maintain constant communication
with customers, suppliers, and employees, facilitating the
continuous development and refinement of new designs,
products, applications, and the enhancement of technical
specifications and support services.

In support of this FCIL had its ISO9001:201 5 accreditation
renewed with only minor recommendations being made.

Foseco Crucible's expansive global presence allows the
company to cater to customer needs on a worldwide scale,
leveraging both local and global expertise. This capability
is something we are eager to showcase. Your Company is
well-equipped with a broad range of engineering capabilities,
specialist engineering teams, and comprehensive installation
support to ensure customers maximize the benefits of Foseco
Crucible's products. We consistently review and analyze
manufacturing quality parameters to enhance the overall
quality of our products. This purpose-driven approach guides
our actions, supports our efforts to operate harmoniously
with our environment, informs how we treat our people,
and ensures we uphold our responsibility of good corporate
governance.

Your Company has made the following improvements during
the year -

1. Excellence award at NCQC (National Convention for
Quality Concept) for Quality improvement project.

2. 1.3 Ton highest roller forming size crucible developed.

3. Process flow standardization for finishing and packing.

4. New store building operational for inventory management
with racking system.

5. Shop floor improved with Epoxy antiskid gangways.

6. Process and Technology laboratory upgraded.

STATE OF AFFAIRS OF THE COMPANY

During the year under review there is no change in the nature
of the business of your Company.

CHANGES IN SHARE CAPITAL

The paid-up equity share capital of the Company stood at '280
lakhs as on March 31, 2026. During the year, the Company has
not issued any shares or convertible securities and does not
have any scheme for issue of sweat equity, ESPS or ESOP to the
employees or Directors of the Company.

TRANSFER TO RESERVES:

The Board of Directors does not propose to transfer any amount
to general reserves during the year under review.

RELATED PARTY TRANSACTIONS:

All related party transactions entered into during the financial
year 2025-26 were conducted in the ordinary course of
business and on an arm's length basis.

Pursuant to Section 188 of the Companies Act, 2013, and
Regulation 23 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Audit Committee
granted omnibus approval for routine, repetitive transactions
involving the sale and purchase of goods and services. These
transactions were reviewed by the Audit Committee on a
quarterly basis.

There were no materially significant related party transactions
with Promoters, Directors, Key Managerial Personnel, or other
entities that presented a potential conflict of interest or required
shareholder approval. Furthermore, because the Company
extended no loans or advances to associate companies or
firms in which the Directors hold an interest, disclosures under
Regulation 34(3) of the Listing Regulations are not applicable.
During the fiscal year, the Non-Executive Directors had no
pecuniary relationships or transactions with the Company.

In accordance with Section 134 of the Companies Act, 2013
and Rule 8 of the Companies (Accounts) Rules, 2014, the
particulars of the contract or arrangement entered by the
Company with related parties referred to in Section 188(1) in
Form AOC-2 is attached as Annexure - Iof this report.

As per Regulation 46 of SEBI Listing Regulations, the Policy
on Materiality of Related Party Transactions and dealing with
Related Party Transactions is available on Company's website at
www.fosecocrucibleindia.com/en/policies

MATERIAL CHANGES AND COMMITMENTS
AFFECTING FINANCIAL POSITION BETWEEN THE
END OF The FINANCIAL Year AND DATE OF REPORT:

During the year under review, there have been no other material
changes or commitments made which affect the financial
position of the Company between the end of the financial year
and the date of the report.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:

During the year under review, the Company has not provided
any loans, given guarantees or made an investment covered
under Section 186 of the Companies Act, 2013.

BOARD OF DIRECTORS:

During the year, the following Directors were appointed & regularized

* As per Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Special Resolution is
required to continue the directorship of a Non-Executive Independent Director who has attained the age of 75 years. Mr. Ulhas Gaoli
will reach the age of 75 years in Aug 2026, Board sought shareholder approval dated January 28, 2026 for his continued tenure.

During the year under review, Ms. Poonam Bopshetti (DIN:
1 1 109675) was appointed as an Additional Director and
Manager of the Company by the Board at its meeting held on
May 22, 2025. Her appointment was subsequently regularised
by the shareholders at the Annual General Meeting (AGM) held
on August 21, 2025.

Further, the appointment of Mr. Chandrashekhar Chitale (DIN:
00981668), who was previously inducted as an Additional
Director, was also formally regularised by the members of
the Company at the Annual General Meeting (AGM) held on
August 21, 2025.

Cessations:

The following Directors have stepped down from the Board
during the financial year:

Ms. Poonam Bopshetti (DIN: 11 109675) resigned from her
position as Director and Manager, and as a member of the
Board Committees, effective from the close of business hours
on November 12, 2025.

Mr. Chandrashekhar Chitale (DIN: 00981668) and Mr. Jonathan
Richard Percival (DIN: 09701284) resigned from their positions
as Directors and members of the Board Committees, effective
from the close of business hours on November 12, 2025, citing
commitments to other professional assignments.

Ms. Maithilee Tambolkar's (DIN- 00694128) tenure as an
Independent Director, for two terms, completed on August
6,2025 after the end of business hours.

The Board places on record its sincere appreciation for the
valuable contribution, guidance, and services rendered by
Ms. Maithilee Tambolkar, Ms. Bopshetti, Mr. Chitale, and Mr.
Percival during their respective tenures.

In accordance with provisions of Companies Act, 2013 and the
Article of Associations of the Company, Mr. Anniruddha Karve,
Non-Executive Director of the Company, retires by rotation at
the ensuing Annual General Meeting and being eligible, has
offered himself for re-appointment.

In the opinion of the Board, all our Independent Directors
possess requisite qualifications, experience, expertise,
proficiency and hold high standards of integrity for the purpose
of Rule 8(5)(iii)(a) of the Companies (Accounts) Rules, 2014.

The Company has received declarations from all the
Independent Directors of the Company confirming that:

a) they meet the criteria of independence prescribed under
the Act and the Listing Regulations; and

b) they have registered their names in the Independent
Directors' Databank.

The policy on the familiarisation program for Independent
Directors including details of Nomination & Remuneration
Committee and their roles and responsibility are provided in
the Corporate Governance Report. The evaluation of Board
including Independent Directors was carried out based on
parameters of attendance in every Board and Committee
meeting, participation in discussions and independent
judgement.

The details of the familiarization program for Independent
Directors are posted on the website of the Company and can
be accessed at www.fosecocrucibleindia.com/en/policies

KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of the Companies Act, 2013, the
following officials are 'Key Managerial Personnel' of the
Company during the financial year ending March 31, 2026 -

1. *Ms. Poonam Bopshetti - Manager

2. Mr. Prasad Chavare- Managing Director

3. Mr. Mohit Mangal - Whole Time Director & CFO

4. *Mr. Hanumant Mandale - Chief Financial Officer

5. Ms. Pooja Jindal - Company Secretary
Note:

*Mr. Hanumant Mandale, Chief Financial Officer (CFO) of the
Company, tendered his resignation from the services of the
Company on February 1 1, 2026.

The Board of Directors, at its meeting held on February 11,
2026, accepted his resignation and relieved him of his duties
as CFO effective from the close of business hours on the same
day.

The Board places on record its sincere appreciation for the
invaluable contribution and services rendered by Mr. Mandale
during his tenure as the Chief Financial Officer.

Ms. Poonam Bopshetti was appointed as an Additional Director
and Manager of the Company effective May 22, 2025. As part
of change in promoters and control, Ms. Bopshetti tendered
her resignation from the position of Director, Manager, and
member of all Board Committees. Her resignation was accepted
and became effective from the close of business hours on
November 12, 2025.

The Board expresses its appreciation for the assistance and
guidance provided by Ms. Bopshetti during her association
with the Company.

BOARD EVALUATION

Pursuant to the provisions of Section 134(3)(p) and Section
178 of the Companies Act, read with Regulation 17(10) and
Regulation 25(4) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has carried out
an annual evaluation of its own performance, as well as that
of its Committees and individual Directors. The evaluation
was conducted covering key parameters such as composition
and structure of the Board, effectiveness of board processes,
participation and contribution in meetings, strategic guidance
to top management, and robust oversight of governance and
risk management frameworks.

The entire Board has actively participated in every Board and
Committee meeting, with a focus on adhering to corporate
governance norms. Based on the evaluation results and
feedback, the Board and Management have agreed on a way
forward that includes strategic engagement aligned with the
Group's long-term strategic plan.

BOARD MEETINGS AND ANNUAL GENERAL
MEETING:

During the financial year 2025-26, the Board met six times, the
details of which are mentioned in the Corporate Governance
Report. The necessary quorum was present in all the Board and
Committee meetings during the year. The 40^th Annual General
Meeting was held on August 21, 2025. The intervening gap
between any two meetings was within the period prescribed
by the Companies Act, 2013.

PARTICULARS OF employees:

During the year under review, no employee of the Company
was in receipt of remuneration aggregating to more
than '1,02,00,000 per annum or '8,50,000 or more per
month for any part of the year. Accordingly, the disclosure
pursuant to Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is not
applicable.

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 containing the names and other
particulars of the top ten employees in terms of remuneration
drawn forms part of this Report. In accordance with the
provisions of Section 136 of the Companies Act, 2013, the
Annual Report is being sent to the members excluding the
aforesaid statement. Any member interested in obtaining a
copy of the said statement may write to the Company Secretary
at vesuviuscrucible.compliance@vesuvius.com, and the same
will be made available for inspection during business hours at
the Registered Office of the Company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company has established a vigil mechanism named as
'Whistle Blower Policy' within your Company in compliance
with the provisions of Secon 177(10) of the Act and Regulation
22 of the Listing Regulations.

The policy of such mechanism which has been circulated to all
employees within your Company, provides a framework to the
employees for guided & proper utilization of the mechanism.
Under the said Policy, provisions have been made to safeguard
persons who use this mechanism from victimization. The Policy
also provides access to the Chairman of the Audit Committee
by any person under certain circumstances. The Whistle
Blower Policy is available on your Company's website at www.
fosecocrucibleindia.com/en/policies

PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE:

The Company has established a robust policy and mechanism
for the prevention, prohibition, and redressal of sexual
harassment at the workplace, strictly adhering to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013

The Company maintains a strict zero-tolerance stance
toward sexual harassment. This policy extends comprehensive
coverage to all permanent, contractual, temporary, and trainee
employees, as well as relevant external stakeholders.

The Company has complied with the provisions relating to
the constitution of an Internal Complaint Committee (ICC)
under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and has
been operationalized across all locations to effectively handle
grievances and conduct necessary investigations. To sustain
internal capability and reinforce workplace safety, the Company
routinely hosts targeted workshops and sensitization programs
for the workforce.

During the financial year 2025-26, the Company received
zero complaints regarding sexual harassment, leaving no cases
pending or requiring disposal at the close of the period.

RISK MANAGEMENT:

The Risk Management Committee was duly constituted by
the Board and the details of the Committee along with terms
of reference are provided in corporate governance report
forming an integral part of this report. The Board of Directors
established risk management methodology which seeks
to identify, prioritise and mitigate risks, underpinned by a
'three lines of defence' model comprising an internal control
framework, internal monitoring and independent assurance
processes.

The Board considers that risk management and internal
control are fundamental to achieving long-term sustainable
growth. The Risk Framework covers business, operational and
financial risks reviewed by the Committee on a periodic basis.
The severity of each risk is quantified by assessing its inherent
impact and mitigated probability to ensure that the residual
risk exposure is understood and prioritised for control to avoid
future implications.

During the year, the Board reviewed the status of all principal
and emerging risks with a significant potential impact on the
Company performance. These reviews included an analysis
of both the principal risks and emerging risks, together with
the controls, monitoring and assurance processes established
to mitigate those risks to acceptable levels. As a result of the
review, the number of actions were identified to continue to
improve internal control and management of risks including
improvement on safety and ethics of the Company.

The Committee met on two occasions on Aug 06, 2025 and
November 1 1, 2025 and reviewed risk relating to competition,
operations, people management and development, product
quality, technological obsolescence, quality of contract,
compliances, tax related matters, macroeconomics & political
environment and development of action plan as prepared by
the management for mitigating such risks relating to above
risks in the future.

CORPORATE SOCIAL Responsibility (CSR):

The Company continues to remain committed towards its social
responsibilities and sustainable development through various
Corporate Social Responsibility ("CSR") initiatives in line with
the provisions of Section 135 of the Companies Act, 2013 read
with the applicable rules made thereunder.

During the year under review, the Company has undertaken
CSR activities in accordance with the approved CSR Policy
and applicable statutory requirements. The CSR initiatives
of the Company are focused on areas such as education,
environmental sustainability, community development, skill
enhancement and other activities as prescribed under Schedule
VII of the Companies Act, 2013.

The CSR Committee of the Board oversees the implementation
and monitoring of CSR activities and reviews the progress of
ongoing projects/programmes from time to time.

The Annual Report on CSR activities containing details of
composition of the CSR Committee, CSR expenditure and
projects undertaken forms part of this Board's Report. The
CSR activities as undertaken by the Company are attached as
Annexure - II

In compliance with the provisions of Section 135 of the
Companies Act, 2013, during financial year 2025-26, your
Company has spent the entire amount that is required to be
spent under CSR guidelines.

The Corporate Social Responsibility policy formulated by the
Company is available on the website of the Company at -
www.fosecocrucibleindia.com/en/policies

AUDIT COMMITTEE

The Audit Committee of the Board is constituted in accordance
with the provisions of Section 177 of the Companies Act, 2013
and Regulation 18 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The details of the Committee
along with term of reference are provided in corporate
governance report forming an integral part of this report.

The Committee comprises of Independent Directors and
other members possessing adequate financial and accounting
knowledge. The composition of the Audit Committee is in
compliance with the applicable statutory requirements.

The Audit Committee assists the Board in overseeing the
financial reporting process, adequacy of internal control
systems, internal audit functions, risk management framework,
statutory audit process, compliance with applicable laws and
related party transactions.

During the year under review, the Committee reviewed the
quarterly and annual financial results, audit reports, internal
audit observations, adequacy of internal financial controls and
compliance mechanism of the Company. The recommendations
made by the Audit Committee were accepted by the Board
during the year.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee has been vested
with the authority to, inter alia, recommend nominations for
Board Membership and senior management position of the
Company and establishing criteria for selection to the Board
with respect to the competencies, qualifications, experience,
integrity and succession plans. The committee comprises of
Independent and Non-Executive Directors of Board which
details are given in Corporate Governance Report.

The policy of the Company on Directors' appointment and
remuneration, including criteria for determining qualifications,
positive attributes, independence of a Director and other
matters provided under Section 178 (3) and Section 197 (12)
of the Companies Act, 2013, read with Rule 5 of Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is available on the website of the Company at -
www.fosecocrucibleindia.com/en/policies

During the year, the Nomination and Remuneration Committee
met 4 times on May 22, 2025, November 1 1, 2025, November
12, 2025 & February 1 1, 2026.

The details of remuneration to Directors & KMP and other
details as prescribed is given as Annexure - IIIto this report.

CORPORATE GOVERNANCE:

Your Company consistently strives for long-term, sustainable
success for its shareholders by adopting corporate governance
best practices that align with the Group's purpose and strategic
direction

In compliance with Regulation 34 read with Schedule V of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate section detailing the corporate
governance practices followed by the Company, along with a
compliance certificate from M/s. J. B. Bhave & Co., Practicing
Company Secretaries, forms part of this Annual Report.

CODE OF CONDUCT

Pursuant to Schedule IV of the Companies Act, 2013, and
Regulation 26 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board of Directors has
adopted a "Company Code" and which is applicable to all board
members, key managerial personnel, senior management, and
employees at all levels. In compliance with the Listing Regulations,
all senior management personnel and board members have
affirmed adherence to the Code of Conduct and submitted their
annual compliance declarations to the Company.

The details of the Code of Conduct is available on website of
the Company i.e. www.fosecocrucibleindia.com/en/policies

FINANCE AND TAXATION:

During the financial year 2025-26, the Company continued to
wait for a response from the Income Tax Department to update
the Unilateral Advance Pricing Agreement for a period of five
years from the financial year 2021-22 to 2025-26.

The company has liquidated accumulated IGST input credit of
' 925.47 lakhs as per the provision of GST law.

Your Company has continued to apply for Export Incentives
under Remission of Duties and Taxes on Export Products
(RODTEP) as part of the Foreign Trade Policy. During the year
2025-26, we have received duty benefit scripts amounted
to ' 59.20 lakhs. The process of claiming RODTEP benefit is
well established, and we are receiving duty benefit scripts on
regular basis.

ETHICS AND Legal Governance:

Company is committed to maintaining the highest standards of
ethics, transparency, and accountability across all aspects of our
operations. Our ethical principles guide our decision-making
process, ensuring we act in a manner that aligns with our CORE
Values, ethical standards, applicable laws, and the expectations
of our stakeholders.

Following its acquisition in November 2025, Foseco Crucibles
India Limited (i.e the Company) now forms part of the Vesuvius
Group and is in the process of transitioning its operations
in alignment with the Group's global ethics and compliance
framework.

At the core of this framework is the Vesuvius Code of Conduct,
which sets out the principles and standards that guide how
the Group conducts its business. The Code of Conduct applies
to all employees and, where appropriate, to business partners,
including agents and other third-party representatives. It
underpins the Group's commitment to acting with integrity
towards its people, customers, suppliers, communities and
shareholders.

The Code of Conduct is supported by Group policies and
addresses key risk areas, including ethical business conduct,
anti-bribery and anti-corruption, conflicts of interest,
competition law, trade compliance, gifts and hospitality,
donations and sponsorships. Employees are required to comply
with the Code of Conduct, applicable policies and all relevant
laws and regulations in the jurisdictions in which the Group
operates.

Our Ethics and Compliance programme brings these
commitments to life through communication, training,
awareness initiatives, and risk-based compliance processes.
Central to this programme is our Speak Up culture, which
encourages employees to raise concerns openly. By embedding
ethical and compliance standards into business processes and
everyday decision-making, we empower employees at all levels
to make ethical decisions, recognize potential risks, and speak
up when concerns arise.

Ethics and Compliance Training Programme

Following the acquisition and as part of the integration efforts,
the Company has been integrated into ethics and compliance
training programme in alignment with the Vesuvius Group's
ethics and compliance framework. During the year, all targeted
employees were enrolled in the Group's annual mandatory
e-learning module on anti-bribery and corruption (including
an anti-fraud module), available in 18 functional languages for
targeted staff, directly linked to the Vesuvius Anti-Bribery and
Corruption Policy.

In addition, members of the Vesuvius Group Ethics &
Compliance team were on site in April 2026 to deliver practical
onboarding training. These sessions focused on workplace

standards, the Vesuvius Code of Conduct and how to raise
concerns through the Group's Speak Up channels, supporting
employees' understanding of expected behaviours and
reinforcing a culture of integrity and accountability.

'Speak-up' Ethics Helpline

Vesuvius promotes a culture in which employees and business
partners are encouraged to speak up if they have concerns
about unethical behaviour, misconduct or potential breaches
of the law.

The Speak Up process allows employees to escalate concerns
on a range of issues when conventional channels have failed.
Vesuvius has introduced various types of channels for reporting
violations including in-person or online options. Vesuvius
provides a dedicated whistleblowing channel (Speak Up
helpline) for all employees and external stakeholders, including
customers and suppliers of the Group, to raise ethical concerns
or potential misconduct without fear of retaliation. This third-
party operated confidential helpline is available 365 days per
year, 24 hours per day, to anyone wishing to raise concerns
anonymously or in situations where they feel unable to report
directly. This independent facility supports online reporting
through a web portal and reporting by phone. To ensure global
accessibility, employees can speak with operators in any one of
our 29 functional languages.

Information on the Speak Up helpline is communicated through
the Code of Conduct, compliance training, onboarding
activities and Vesuvius posters deployed on site.

All concerns raised through Speak Up channels are reviewed
and, where appropriate, investigated in accordance with
established protocols. Vesuvius does not tolerate retaliation of
any kind against individuals who raise concerns in good faith,
as set out in the Code of Conduct.

During the year, there was 2 complaints raised by employees of
the company, which was investigated and were closed.

Further, in compliance with Listing Regulations and the
provisions of Companies Act, 2013, information can be found
in the Company's Annual Report and additional information
in the Annual Report of Vesuvius plc on the Group website
https://report2025.vesuvius.com"

Compliance Commitment

Your Company is dedicated to adhering to all relevant local,
central, and international laws and regulations in every
location where we operate. The Compliance Officer provides
a quarterly compliance report to the Audit Committee and
Board Members detailing the various applicable laws and the
Company's adherence to them.

HUMAN RESOURCES:

People and Culture

In FY 2025-26, Foseco India Limited completed the acquisition
of 75% shares from promoters of the Company. This report
reflects the integrated HR practices and people initiatives of the
entity now called Foseco Crucible India Ltd.

At Foseco Crucible India, our CORE values depict Courage,
Ownership, Respect and Energy which are the driving force for
our success. Our employees are our brand ambassadors. Their
energy, ideas, and commitment to excellence help us deliver
top products and services in a fast-changing world. We strive to
be a workplace where everyone feels valued. We believe how
we achieve results matters as much as the results themselves.
Our long term goals focus on making Foseco India even safer,
fairer, and more inclusive.

We provide an empowering, collaborative, and safe
environment where people can learn, lead, and grow. We
invest in professional development, prioritize health and safety,
encourage innovation and smart risk-taking, and reward
performance. Our 'Leadership Behaviours' and the Foseco
Crucible Code of Conduct guide us to deliver value for all
stakeholders.

Diversity and Inclusion

Foseco Crucible India is committed to a diverse, inclusive
workplace where every employee feels empowered. We've
increased women's representation at the Sambhajinagar site
also making workplace safe and inclusive. These efforts have
built a more diverse workforce where different perspectives
drive innovation and better customer service. We ensure
equal opportunities for all, without discrimination based on
gender, parental status, marital status, race, disability, sexual
orientation, age, religion, or belief.

Talent and Development

Foseco Crucible India recruits diverse professionals to solve
customer challenges. Our focus is attracting, retaining, and
developing the right talent. Employee turnover at the erstwhile
operations dropped drastically in 2025 depicting the trust
employees have in the Brand for their growth prospects.
Employee development is key to our success. We help every
team member perform at their best through leadership
programs, team-building for mid-level and first-line supervisors,
and awareness sessions on Workplace Safety, Ethics and Foseco's
Code of Conduct. In 2025-26, we delivered 6000 training
hours across 70 topics for the erstwhile operations. Of these,
5447 hours focused on EHS, strengthening our safety culture.

Employee Engagement

Diverse talent and strong engagement are vital for long-term
success. We will run the annual "I Engage" survey that is

conducted at Foseco to measure employee sentiment across
Sambhajinagar site. We have 'Speakup' platform to raise the
red flags about concerns observed in the way we operate of
the way we behave and is a completely confidential platform
for the employees. Employees are now strongly aligned
with Foseco India's focus on safety, ethics, and customer
satisfaction and working towards the strategy roadmap in a
very collaborative way.

AUDITORS:

Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act,
2013, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants,
Pune (Firm Registration No. 1 17366W/W-100018), were
appointed as the Statutory Auditors of the Company for a
term of five consecutive years. This appointment spans from
the conclusion of the 40th Annual General Meeting (AGM)
until the conclusion of the 44th AGM, covering the financial
years from 2025-26 to 2029-30, on such remuneration as
mutually agreed with the Board of Directors. The Independent
Statutory Auditors' Report on the financial statements for the
financial year ended 31st March 2026 is annexed to and forms
an integral part of this Annual Report.

The Statutory Auditors have issued an unmodified (clean) audit
opinion on the financial statements of the Company for the
financial year ended March 31, 2026. There are no qualifications,
adverse remarks, or disclaimers in their Report. The observations
reported are procedural in nature relating to system controls and
are being appropriately addressed by the management.

Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013, read
with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, M/s Prajot Tungare &
Associates, Practicing Company Secretaries, were appointed as
the Secretarial Auditors of the Company for a five-year tenure
from FY 2025-26 to FY 2029-30. The Secretarial Audit Report
for the financial year ended 31st March 2026 is annexed to and
forms an integral part of this Board's Report as Annexure - IV.

The following qualifications, reservation, adverse remarks or
disclaimer have been noted by M/s Prajot Tungare & Associates,
Secretarial Auditor in their report as below:

I. The Company has filed shareholding pattern for the
quarter ended 30^th September 2025 by one (1) day delay;

Management Reply: The delay in filing was inadvertent
and unintentional in nature. The Company has taken note
of the same and is strengthening its internal processes to
ensure timely compliance with all regulatory requirements
going forward.

II. The Company filed the intimation of the prior Board
Meeting dated 6^th August 2025 under Regulation 29 of
the SEBI (LODR) Regulations, 2015; however, the filing
was delayed and not within the stipulated time period;

Management Reply: The delay in filing was inadvertent
and unintentional in nature. The Company has taken note
of the same and is strengthening its internal processes to
ensure timely compliance with all regulatory requirements
going forward.

III. Ms. Maithalee Tambolkar's casual vacancy as an
Independent Director on the Board was not filled within
three months, as required by Regulation 17 (1E) of the
SEBI (LODR) Regulations, 2015. The appointment to fill
the casual vacancy was delayed by five days.

Management Reply: Due to change in promoters and
control, The Company was undergoing an integration
process, which required alignment of governance
structures and evaluation of the overall Board composition,
including the identification of an appropriately qualified
candidate for the position of Independent Director.

Considering the importance of appointing a suitably
qualified Independent Director in compliance with
applicable regulations, the Company undertook a thorough
evaluation of candidates, including assessment of their
qualifications, independence, and overall suitability.

Consequently, due to the time required for such alignment,
identification, and finalisation of a suitable candidate, there
was a delay in filling the vacancy of Independent Director.

IV. During the review period, it was noted that the Structured
Digital Database (SDD) was not maintained by the
Company for the first (1) quarter pursuant to the SEBI
(PIT) Regulations 2015. However, the SDD Software was
properly maintained for the remaining quarters of the
financial year 2025-26.

Management Reply: In response to the observations
made by M/s Prajot Tungare & Associates regarding the
Structured Digital Database (SDD), the Company has
executed an agreement with MUFG Intime India Private
Limited & implemented Structured Digital Database
software. This advanced system is designed to meet the
specifications outlined under the SEBI (Prohibition of
Insider Trading) Regulations, 2015.

INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

Your Company has a well-established framework of internal

controls in operation, supported by Group's policies and

guidelines, including periodic monitoring, assessment and
internal audit.

M/s Unicus Risk Advisors LLP, internal auditors of the Company
have conducted internal audit for complete year, and detailed
report was submitted to Audit Committee on periodic basis.
Further, the Audit Committee reviewed the adequacy and
effectiveness of the implementation of audit recommendations,
including those relating to strengthening your company's risk
management policies and systems.

The Company had engaged P G BHAGWAT LLP, Chartered
Accountants for evaluating the internal financial controls and
testing its adequacy of effectiveness including preparation of
process narratives and Risk Control Matrix (RCM) in line with
COSO framework and guidance note issued by Institute of
Chartered Accountants of India (ICAI). During the year, IFC
Auditor has verified various business processes such as Procure
to Pay, Order to Cash, Hire to Retire, Fixed Assets, Manufacturing
and Inventory Management, Regulatory Compliance, Entity
Level Control, Book Closure Process and IT general Computer
Controls.

In compliance with Section 177(4)(vii) of the Companies Act,
2013, the Audit Committee regularly evaluates the Company's
internal financial control systems and reports its findings to the
Board. Furthermore, pursuant to Section 143(3)(i) of the Act,
Statutory Auditors provide an independent opinion in their
Audit Report on the adequacy and operating effectiveness of
these internal financial control systems.

During the year, your Company considered that the internal
financial control provides reasonable assurance in the areas of
proper accounting controls for ensuring reliability of financial
reporting, monitoring of operations safeguarding of Company's
assets, transactions are authorised and recorded in a correct
and timely manner and that such controls would prevent or
detect, within a timely period, material errors or irregularities.
The system is designed to mitigate and manage risk, rather
than eliminate it and to address key business and financial
risks. The Company has continued to align all its processes and
controls as per guidelines and policies.

Your Company, alongside its Statutory, Internal, and Secretarial
Auditors, conducts periodic reviews to ensure the prevention
and detection of frauds and errors, accuracy of accounting
records, timely finalization of financial statements, and strict
compliance with applicable statutes. For the financial year
2025-26, the Internal and Statutory Auditors did not identify
any significant gaps or material weaknesses in the control
environment. Their routine recommendations for continuous
process optimization are being progressively implemented to
further strengthen the system.

ANNUAL RETURN:

In accordance with Section 92(3) and Section 134(3)(a) of the
Companies Act, 2013, read with Rule 12 of the Companies
(Management and Administration) Rules, 2014 the Company
has placed the Annual Return on the Company's website -
https://www.fosecocrucibleindia.com/en/financial-and-
governance.category4.html/

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 (3) (c) of the
Companies Act, 2013, with respect to Directors' Responsibility
Statement, it is hereby confirmed that:

(i) In the preparation of the annual accounts for the financial
year ended March 31, 2026, the applicable accounting
standards have been followed along with proper
explanation relating to material departures.

(ii) 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 profit of the Company
for the year.

(iii) The Directors have taken proper and sufficient care
for maintenance of adequate accounting records in
accordance with the 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 on a
'going concern' basis;

(v) The Directors have laid down internal financial controls,
which are adequate and are operating effectively;

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

INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)

Pursuant to the Companies Act, 2013, and the IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 ("the
IEPF Rules"), companies must transfer all unpaid or unclaimed
dividends to the IEPF established by the Government of India
once they remain unclaimed for seven consecutive years.
Additionally, corresponding shares for which dividends have
not been paid or claimed for seven consecutive years or more
must also be transferred to the IEPF Authority's Demat Account

During the year, your Company has transferred the unpaid
and unclaimed dividends & shares for the financial year 2017-

18 & 2018-19(Interim Dividend) of ' 5,91,536/- & '1,64,332
respectively to IEPF Authority.

Risks, Opportunities and Threats

The measures recommended by the Board are regularly
implemented and reviewed to ensure effectiveness. Some
of the risks, opportunities and threats as perceived by your
Company management at this point of time are mentioned
below:

Risks

• Volatility in market demand;

• Changes in regulatory requirements;

• Currency exchange fluctuations
Opportunities

• Improvement in the industrial production outlook;

• As Company have become a part of Vesuvius, it sees
growth potential in the business.

• Ability to meet demand surge backed by installed
manufacturing capacity.

Threats

• Our export markets, including key regions such as the
United States and certain Middle Eastern territories,
continue to present a subdued outlook. Ongoing
geopolitical conflicts, including tensions involving
Iran, along with increasing trade isolationism, tariff
uncertainties, and regulatory pressures in the USA and
other global markets, are expected to weigh on demand
for our products in the near to medium term

RATIOS

Return on net worth

The details of return on net worth at standalone levels are as
follows:

Disclosures of Accounting Treatment:

In the preparation of the financial statements, your Company
has followed the Indian Accounting Standards (Ind AS)
prescribed under Section 133 of the Companies Act, 2013,
read with the Companies (Indian Accounting Standards) Rules,
2015, as amended from time to time.

The Company has applied accounting policies consistently,
and no alternative or differential accounting treatment from
the prescribed standards has been adopted for any financial
transactions during the year under review.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION
AND Foreign Exchange Earnings AND Outgo:

The particulars as prescribed under Sub-section (3)(m) of Section
134 of the Companies Act, 2013, read with the Companies
(Accounts) Rules, 2014, are enclosed as Annexure - Vto the
Board's report.

OTHER DISCLOSURES:

a) Your Company has not accepted any deposits from the
public and as such, no amount on account of principal or
interest on public deposits was outstanding as on the date
of the balance sheet.

b) Your Company has not issued shares with differential
voting rights and sweat equity shares during the year
under review.

c) Your Company has complied with the applicable
Secretarial Standards relating to 'Meetings of the Board
of Directors' and 'General Meetings' during the year.

d) Maintenance of cost records and requirement of cost
Audit as prescribed under the provisions of Section 148(1)
of the Companies Act, 2013 are not applicable to the
business activities carried out by the Company.

e) There are no significant material orders passed by the
Regulators/Courts which would impact the going concern
status of the Company and its future operations.

f) There are no proceedings initiated/pending against your
Company under the Insolvency and Bankruptcy Code, 2016
which materially impact the business of the Company.

g) There were no instances where your Company required
the valuation for one time settlement or while taking the
loan from the Banks or Financial institutions.

h) "During the year under review, there were no women
employees eligible to avail maternity benefits under
the provisions of the Maternity Benefit Act, 1961. The
Company affirms that it remains fully compliant with the
requirements of the Act and is committed to extending all
applicable benefits to eligible women employees as and
when the situation arises."

i) No fraud has been reported by the Auditors to the Audit
Committee or the Board.

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

k) the company does not have any subsidiary Company,
Joint Venture or associate company.

ACKNOWLEDGEMENTS:

We extend our sincere thanks to the Central and State
Government departments, our financial partners, shareholders,
customers, and consultants. Your trust and ongoing
collaboration are vital to our shared success.

We also want to recognize the incredible dedication, resilience,
and hard work of our teams across all levels of the organization.
Your commitment drives our growth, and we look forward to
achieving our future milestones together.

For and on behalf of the Board of Directors of
Foseco Crucible (India) Limited

(Previously known as Morganite Crucible (India) Limited)

Prasad Chavare Mohit Mangal

Managing Director Whole-Time Director
Place: Pune DIN: 08846863 DIN: 03049572

Date: May 05, 2026 Pune Pune