Directors Report of Refractory Shapes Ltd.

Mar 31, 2025

Your directors have pleasure in presenting their Twenty-Ninth Annual Report on the
busings and operations of the Company and the accounts for the Financial Year ended
March 31, 2025.

1. financial summary or highlights/performance of the company; ( Amounts in Lakhs)

Particulars	Standalone		Consolidated
	Year ended on		Year ended on
	31-03-25	31-03-24	31-03-25	31-03-24
Revenue from Operations	5877.13	4055.13	5877.13	4055,13
Other Income	104,99	247.49	104.99	247.49
Total Expenses	5175.17	3768.42	5175.17	3768.42
Profit/ (Loss) before tax	806.95	534,19	806.95	534.19
Less- Current year tax	218.35	139,93	218 35	139.93
Deferred tax	-16.31	-8,22	-16.34	-8.22
Profit (Loss) for the period from continuing operations	604.94	402.49	604.94	402.49
Share in Profit/(Loss) of Associate Enterprise	“	“	20.68	13.49
Profit (Loss) for the period	604.94	402.49	625.62	415.90

2. Industry Scenario and State of the Company''s Affairs:

Your company, the Refractory Shapes Limited ("The Company") is renowned for its quality and
reliability Since 1973. Your company produces special shapes, custom made Refractory shapes
and ceramic balls of low and medium purity'' of top quality'' with superior performance. Your
company has a fully equipped plant and is situated in Pune, India with latest equipment to
produce Refractory shapes and castables of highest standards. In 2021, your company
Commissioned an additional plant (expansion unit) at Wankaner, Gujarat.

During the year ended 31st March, 2025, your Company has made a profit of Rs, 604.94/- lakhs
against a profit of Rs. 402.49/- lakhs in the previous year. The total revenue recorded from
operations are Rs. 5877.13/ lakhs for the year ended 31 March. 2025 as compared to previous
year of Rs. 4055.13/- Lakhs.

3. Management discussion and analysis;

The detailed Management Discussion and Analysis Report for the year under review, as
stipulated under the SEBI (Listing Obligations and Disclosure Requirements} Regulations,
2015 ("Listing Regulations") is presented in a separate section forming a part of the Annual
Report.

4. Dividend:

The directors have determined that it is in the best interest of your company to retain its
earnings and not declare a dividend for the financial year under review, thereby preserving
resources for future growth and expansion initiatives.

5. transfer to reserves:

Consistent with the Company''s financial management objectives, no transfers were made to the
reserve account for the financial year under review.

6. Change in the nature of business, if any:

The Company''s core business and operations have continued unchanged, with no material
modifications or diversifications occurring during the financial year under review.

7. Material changes and commitments., if any, affecting the financial position of the company
which have occurred between the end of the financial year of the company to which the
financial statements relate and the date of the report:

Except as stated in this Report, there have been no material changes and commitments affecting
the financial position of your Company which have occurred between Match 31, 2025 and the date of this Directors'' report,

6. Details of significant and material orders passed by the regulators or courts or tribunals
impacting the going concern status and company''s operations in future:

No Significant and Material Orders have been passed by the regulators or courts or tribunals
impacting the going concern status and the company''s operations in the future during the Year
under Review

9. Details of subsidiary/jmnt ventures/assneiate companies and financial performance thereof:

Sr. no.	Name of Company	Type	% of Shares held	Section of Companies Act, 2013
01	Excel .Micron (Poona) Pvt Ltd	Associate	19,26	2(6)

10. Deposits:

Pursuant to Section 73 of the Companies Act, 2013 read with Rule 2 of the Companies
(Acceptance of Deposit) Rules, 2014 the Company has not accepted any deposits during the
year.

11. Auditors:

Pursuant to the provisions of section 139(1) of The Companies Act, 2013 and the rules framed
(hereafter, M/s Suvarna & Katdare, Chartered Accountants, have been appointed as Statutory
Auditors of the Company in the Annual General Meeting (AGM) of the Company held on
September 14th, 2024, and shall hold the office of auditors until the conclusion of AGM of the
Company to be held in the year 2029 for a period of five years.

The Board has received the willingness and eligibility certificate from M/s Suvarna & Katdare,
Chartered Accountants.

12. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has
appointed M/s Neelakshee R. Marathe & Co., Practicing Company Secretaries, COP No: 9983 to
undertake the Secretarial Audit of the Company for the year ended 31 * March, 2025 The
Secretarial Audit Report is annexed herewith. The Secretarial Audit Report for the financial year
ended March 31, 2025 contains no qualification, reservation, adverse remark or disclaimer.

13. Cost Auditor:

Cost audit is not applicable to the company for the financial year ended 2024-25.

14. Auditors'' Report:

There are no comments made by the statutory auditors in the auditors'' report and do nor
require any further clarification.

15. Issued Employee Stock Options / ESOP:

The Company has not issued employee stock options and does not have any scheme to fund its
employees to purchase the shares of the Company,

16. Issue of Sweat Equity:

t he Company has not issued sweat equity shares during the year under review.

17. Issue of shares with differential voting rights:

The Company has not issued any shares with differential rights and hence no information as
per provisions of Section 43(a) [ii) of the Act read with Rule 4(4) of the Companies [Share
Capital and Debenture) Rules, 2014 is furnished.

1ft. Disclosure under Section 67(3) of the Companies Act 2013:

During the year under review, there were no instances of non-exercising of voting rights in
respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of
the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is
furnished.

19, Disclosure of annual return:

The Annual Return, pursuant to the provisions of Section 92(3) of the Companies Act, 2013 and
Rule 12 of the Companies (Management and administration) Rules, 2014, for (the financial year
ended 31st March, 2025, is placed on the website of the Company.

The website of the Company is www.relshape.cum

20. Conservation of energy. technology absorption and foreign exchange earnings and outgo:

the Information Regarding Conservation of Energy and Technology Absorption is provided for
in Annexure I

Foreign Exchange Earnings and Outgo:

Amount (In lakhs)
Total Foreign Exchange Inflow
Total Foreign Exchange outflow''	¦

A) Changes In Directors and Key Managerial Personnel:

There were no changes in the composition of the Board of Directors or in the Key Managerial
Personnel of the Company during the financial year ended March 31,2025.

B) Declaration by an Independent Directors) and re- appointment, if any.

The Company has received Declaration from Independent directors pursuant to the provisions
of Section 149 sub-section (6) of the Companies Act, 2013.

C) Annual evaluation of board performance and performance of its committee and of director:

Pursuant to the provisions of the Companies Act, 2013 the Board had carried out evaluation of
its own performance, performance of the Directors as well as the evaluation of the working of
its Committees. The Nomination and Remuneration Committee has defined the evaluation
criteria, procedure and time schedule for the Performance Evaluation process for the Board, its
Committees and Directors. The Board''s functioning was evaluated on various aspects,

including inter alia degree of fulfillment of key responsibilities, Board structure and
composition, establishment and delineation of responsibilities to various Committees,
effectiveness of Board processes, information and functioning. Directors were evaluated or
aspects such as attendance and contribution at Board/ Committee Meetings and guidance/
support to the management outside Board/ Committee Meetings, in addition, the Chairperson
was also evaluated on key aspects of his role, including setting the strategic agendo of the
Board, encouraging active engagement by all Board members and motivating and providing
guidance to the Managing Director. Arens on which the Committees of the Board were assessed
included degree of fulfillment of key responsibilities, adequacy of Committee composition and
effectiveness of meetings. The performance evaluation of the Independent Directors was carried
out by the entire Board, excluding the Director being evaluated. The performance evaluation of
the Chairperson and the Non-Independent Directors was carried out by the Independent
Directors who also reviewed the performance of the Board as a whole. The Nomination and
Remuneration Committee also reviewed the performance of the Board, its Committees and of
the Directors. the Chairperson of the Board provided feedback to the Directors on an
individual basis, us appropriate, Significant highlights, learning and action points with respect
to the evaluation were presented to the Board-

22. Meetings:

S. Number of meetings of the Board of Directors;

The Board of Directors of the Company has met 8 (Eight) times during the Year under
review

Date of the meeting	No. of Directors attended meetings
27/04/2024	10
03/05/2024	10
09/05/2024	10
1O/05/2024	10
05/06/2024	10
12/08/2024	10
13/11/2024	10
27/01/2025	10

ij. Number of meeting of the Audit Committee:

During the financial year under review, 4 (four) meetings were held on the following
dates, and all the members and the chairman of the committee were present in all the
meetings

10^th May, 2024, 05^th June, 2024, 12^th August, 2024, 13^th November, 2024,

ili. Number of meetings of Nomination and Remuneration Committee;

During the financial year under review, 2 (Two} meeting were held on the following
date and all the members and chairman of the committee were present In the meeting:

05th June, 2024,13^th November, 2024.

iv. Number of meeting of Stakeholder Relationship Committee;

During the financial year under review, 2 [Two) meeting was held on the following date
and all the members and chairman of the committee were present in all the meeting!

05th June, 2024, 13th November, 2024 Audit Committee;

Audit Committee of the Company as constituted by the board headed by Mr. Ravindra
Venkatesh Hulyalkar with Mr Kemmannu Shashidhara Rao and Mrs Prajna Shravan shetty as
Members. The committee thoroughly reviewed the half-yearly and annual financial statements
of the Company and recommended the same to the Board, There have not been any instances
during the year when the recommendations of the Audit Committee were not accepted by the
Board.

24, Nomination and Remuneration Committee:

Nomination and Remuneration Committee of the Company as constituted by the board headed
by Mr. Siddharth Kumar with Mr, Abhay Yatin Naik and Mr. Kemmannu Shashidhara Rau as
Members,

The Nomination and Remuneration Committee has considered the following factors while
formulating the Policy;

(i) The level and composition of remuneration are reasonable and sufficient to attract,
retain and motivate Directors of the quality required to run the Company successfully;

(ii) Relationship of remuneration to performance is clear and meets appropriate
performance benchmarks; and

(iii) Remuneration to Directors, Key Managerial Personnel and Senior Management involves
a balance between fixed and incentive pay reflecting short and long-term performance
objectives appropriate to the working of the Company and its goals.

Details of the Remuneration Policy are given on the website-,
https://www,refsha pe.com/investor/corporate-policies/

25. Stakeholders Relationship Committee:

Stakeholders Relationship Committee of the Company as constituted by the Board headed by
Mt. Ravindre Venkatesh Hulyalkar with Mr Siddharth Kumar and Mr. M jothiprakash as
Members.

26. Details of establishment of vigil mechanism for directors and employees:

the Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the
Directors and employees to report their concerns about unethical behavior, actual or suspected
fraud or violation of the Company''s Code of Conduct nr ethics policy The Policy provides for
adequate safeguards against victimization, of employees who avail of the mechanism and also
provides for direct access; to the Chairman of the Audit Committee. It is affirmed that no
personnel of the Company have been denied access to the Audit Committee.

27. Internal financial Controls:

Your Company has in place adequate internal financial controls with reference to its financial
statements These Controls are designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements in accordance: with
applicable accounting standards, Your Company has adopted well-defined policies and
procedures to ensure the orderly and efficient conduct of its business operations, These indude
adherence to internal policies, safeguarding of assets, prevention and detection of frauds and
errors, accuracy and completeness of accounting records, and timely preparetian of reliable
financial information and disclosures.

The Board of Directors, through the Audit Committee, periodically reviews the adequacy and
effectiveness of these controls and ensures that corrective measures are implemented as and
when required.

28. Fraud Reporting

During the year under review, there were no instances of material or serious fraud falling
within the purview of Rule 13(1) of the Companies {Audit and Auditors) Rules, 2013,
committed by offices or employees of the Company, as reported by the Statutory Auditors
during the course of their audit
24, Corporate Social Responsibility:

As per the provisions of Section 135 of the Act read with Companies (Corporate Social
Responsibility Policy) Rules, 2014. The Company has initiated activities in accordance with the
said Policy'', the details of which have been prescribed in Annexure II.

30. Policy on prevention, prohibition and redivssal of sexual harassment at workplace;

The Company has zero tolerance for sexual harassment at the workplace and has adopted a
Policy on Prevention, Prohibition and Redress-al of Sexual Harassment at the Workplace, in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redress-al) Act, 2013 and the Rules thereunder. The Policy aims to provide protection to
employees at the workplace and prevent and redress complaints of sexual harassment and for
matters connected or incidental thereto, with the objective of providing a safe working
environment, where employees fed secure. The Company has also constituted an Internal
Complaints Committee, to inquire into complaints of sexual harassment and recommended
appropriate action,

DtartlraiiirP¹

Number of complaints of sexual harassment received in the year	NIT.
Number of complaint:; disposed off during the Year	Not applicable
Number of cases pending for more than ninety Days	Nut applicable
Number of workshops or awareness program against sexual harassment carried out	Not applicable
Nature of action taken by the employer or District Officer	Not applicable

31. Prohibition of insider trading policy

Your Company has adopts a Prohibition Of Insider trading Policy, this policy shall be
applicable to all Insiders of the Company including designated persons and immediate relative
of designated persons as defined in this policy. The SEBI Regulations prohibit an Insider from
Trading in the securities of a company listed on any stock exchange when in possession of any
unpublished price-sensitive information.

Details of the Prohibition of Insider Trading Polity are given on the website-https:// www .refsha pe.com/ investor / corporate-policlcs/

32. Particulars of loans, guarantees or investments under section 186:

During the year no logins or guarantees are given nor are any investments made by the
Company under Section 186 of the Companies Act, 2013.

33. Particulars of contracts or arrangements with related parties:

the Particulars of Contracts or arrangements with related Parties is provided in Annexure III

{AOC-2)

34. Risk Management:

Your Company has adopted a Risk Management Policy/ Plan in accordance with the
provisions of the Companies Act 2013 and the listing Regulations. It establishes various levels of accountability and overview within the Company, while vesting identified managers with
responsibility for each significant risk.

The Company has laid down procedures to inform the Audit Committee as well as the Board of
Directors about risk assessment and management procedures and status.

this risk management process covers risk identification, assessment, analysis and mitigation.
Incorporating sustainability in the process also helps to align potential exposures with the risk
appetite and highlights risks associated with chosen strategies.

35. Criteria for determining qualifications, positive attributes and independence of a director

The Nomination and Remuneration Committee has formulated the criteria for determining
qualifications, positive attributes and independence of Directors in terms of provisions of
Section (3) of the Act and the Listing Regulations.

Independence; In accordance with the above criteria, a director will be considered as an
''Independent Director'' if he/ she meet with the Criteria for ''Independent Director'' as laid down
in the Companies Act, 2013 and the Listing Regulations.

Qualifications: A transparent Board nomination process is in place that encourages diversity of
thought experience, knowledge, perspective, and gender. It is also ensured that the Board has
an appropriate blend of functional and industry expertise. While recommending the
appointment of a Director, the Nomination and Remuneration Committee considers the manner
in which the function and domain expertise of the individual will contribute to the overall skill-
domain mix of the Board.

Positive Attributes; In addition to tile duties as prescribed under the Companies Act, 2013 the
Directors on the Board of the Company are also expected to demonstrate high standards of
ethical behavior, strong interpersonal skills and soundness of judgment. Independent Directors
are also expected to abide by the ''Code for independent Directors'' as outlined in Schedule iv to
the Act,

36, Corporate Governance:

The Company avails of the exemption provided under Regulation 15(2) of the SEB (Listing
Obligations and Disclosure Requirements) Regulations, 2015, for the financial year 2024-25, as
the company is listed on the SME platform of the National Stock Exchange, and is there fore not
required to comply with certain provisions of the Regulations,

During the financial year under review, none of the Company''s employees were in receipt of
remuneration as prescribed under Rule 5 (2) and (3) of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules. Hence, no particulars are required to be
disclosed in this Report,

33. Directors'' Responsibility Statement:

in terms of the provisions of Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, and to
the beat of their knowledge and belief and according to the information and explanations
obtained by them and same as mentioned elsewhere in this report, the attached Annual
.Accounts and the Auditors'' report thereon, your directors confirm that

a, in the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures,

b. the Directors had 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 and
loss of the company for that period;

C- the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act lor safeguarding the assets
of the company and for preventing and detecting fraud and other irregularities;
d the Directors had prepared the annual accounts on a going concern basis; and.

e. the Directors had laid down internal financial controls to he followed by the company and
that such internal financial controls are adequate and were upending effectively;

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

39. The details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 during the year along with their status as at the end of the financial

year:

During the Financial Year 2024-25, there was no application made and proceeding ire dated
/pending under die Insolvency and Bankruptcy Code, 2016, by any financial and/or
Operational Creditors against your Company.

As on the date of this report, there is no application or proceeding pending against your
company under die Insolvency and Bankruptcy Code, 2016.

40. Secretarial Standards:

Your Company is in compliance with the Secretarial Standards on Meetings of the Board of
Directors (SS-1) and Secretarial Standards on General Meetings (SS-2] issued by the Institute of
Company Secretaries of India ("ICSI'') as may be amended from time to time.

41 The details of difference between amount of the valuation done at the time of one time
settlement and the valuation dune while taking loan from the Banks or Financial
Institutions:

During the financial year under review, there were no one time settlement of loans taken from
Banks and Financial institutions.

42. Acknowledgment:

Your directors would like to express their sincere appreciation for the assistance and co-operation received from the banks, government authorities, customers, vendors and members
during the year under review.

Your directors also wⁱsh to place on record their deep sense of appreciation for the committed
Services by the Company''s executives, staff and workers

By Order of the Board of Directors
for Refractory Shapes Limited

Date: 04.09,2025 Prajna Shravan Shetty Dayashankar KrishnaShetty

Managing Director Director

DIN: 02836327 DIN: 00384537

---

Mar 31, 2024

Your directors have pleasure in presenting their Twenty-Eighth Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2024.

Financial summary or highlights/performance of the company: (Amounts in Lakhs)

Particulars	Standalone		Consolidated
	Year ended on		Year ended on
	31-03-24	31-03-23	31-03-24	31-03-23
Revenue from Operations	4055.13	3796.92	4055.13	3796.92
Other Income	247.49	75.30	260.98	85.73
Total Expenses	3768.42	3623.44	3768.42	3623.44
Profit/ (Loss) before tax	534.19	248.78	547.69	259.21
Current tax (for the year)	139.93	43.76	139.93	43.76
Current tax (relating to previous year Income Tax)		7.57	“	7.57
Deferred tax	-8.22	16.11	-8.22	16.11
Profit (Loss) for the period from continuing operations	402.49	181.35	415.98	191.78
Profit (Loss) for the period	402.49	181.35	415.98	191.78

State of company''s affairs:

Your company, the Refractory Shapes Limited ("The Company") is renowned for its quality and reliability Since 1973. Your company produces special shapes, custom made Refractory shapes and ceramic balls of low and medium purity of top quality with superior performance. Your company has a fully equipped plant and is situated in Pune, India with latest equipment to produce Refractory shapes and castables of highest standards. In 2021, your company Commissioned an additional plant (expansion unit) at Wankaner, Gujarat.

During the year ended 31st March, 2024, your Company has made a profit of Rs. 402.49 lakhs, against a profit of Rs. 181.35 lakhs in the previous year. The total revenue recorded from operations are Rs. 4055.13 lakhs for the year ended 31^st March, 2024 as compared to previous year of Rs. 3796.92 Lakhs.

Management discussion and analysis:

The detailed Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is presented in a separate section forming a part of the Annual Report.

Dividend:

The directors have determined that it is in the best interest of your company to retain its earnings and not declare a dividend for the financial year under review, thereby preserving resources for future growth and expansion initiatives.

Reserves:

Pursuant to the Company''s financial management strategy, no allocations were made to the reserve account for the financial year under review.

Change in the nature of business, if any:

The Company''s core business and operations have continued unchanged, with no material modifications or diversifications occurring during the financial year under review.

Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report:

Your company''s (Initial Public Offer) IPO had a book-built issue of Rs 18.60 crores. It had entirely a fresh issue of 60 lakh equity shares. The IPO bidding started on May 6, 2024 and ended on May 9, 2024. The allotment for your company''s IPO was finalized on Friday, May 10, 2024. Your Company had its successful listing on the SME platform of the National Stock Exchange of India Limited (NSE). The shares were listed on the SME platform on Tuesday May 14, 2024.

Your Company s IPO price band was set at Rs. 27 to Rs. 31 per share. The minimum lot size for an application was 4000 Shares. The equity shares were listed at a listing price of Rs. 75 per share. The Company''s listing on the NSE marks a significant achievement and demonstrates its commitment to transparency, governance, and shareholder value creation.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future:

No significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future during the year under review.

Details of subsidiary/joint ventures/associate companies and financial performance thereof:

Sr. no.	Name of Company	Type	% of Shares held	Section of Companies Act, 2013
01	Excel Micron (Poona) Pvt Ltd	Associate	49.26	2(6)

Shapes Refractory Private Limited was a subsidiary company of Refractory Shapes Limited. It has been struck off from the Registrar of Companies dated March 06, 2024.

Pursuant to Section 73 of the Companies Act, 2013 read with Rule 2 of the Companies (Acceptance of Deposit) Rules, 2014 the Company has not accepted any deposits during the year.

Auditors:

Pursuant to the provisions of Section 139(1) of The Companies Act, 2013 and the rules framed thereafter, the Board recommends appointing M/s Suvarna & Katdare, Chartered Accountants, bearing Firm Registration No: 125080W, as Statutory Auditors of the Company in the 28^th Annual General Meeting (AGM) to be held on 14^th September, 2024, for a period of five years, to hold the office of auditors until the conclusion of next sixth Annual General Meeting of the Company to be held in the year 2029.

The Board received the willingness and eligibility certificate from M/s Suvarna & Katdare, Chartered Accountants. Hence, the Board hereby recommends their appointment for five years.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed M/s Neelakshee R. Marathe & Co., Practicing Company Secretaries, COP No: 9983 to undertake the Secretarial Audit of the Company for the year ended 31st March, 2024. The Secretarial Audit Report is annexed herewith. The Secretarial Audit Report for the financial year ended March 31, 2024 contains no qualification, reservation, adverse remark or disclaimer.

Cost Auditor:

Cost audit is not applicable to the company for the financial year ended 2023-24.

Auditors'' Report:

There are no comments made by the statutory auditors in the auditors'' report and do not require any further clarification.

Issued Employee Stock Options / ESOP:

The Company has not issued employee stock options and does not have any scheme to fund its employees to purchase the shares of the Company.

Issue of Sweat Equity:

The Company has not issued sweat equity shares during the year under review.

Issue of shares with differential voting rights;

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Disclosure under Section 67(31 of the Companies Act, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

Disclosure of annual return:

The Annual Return, pursuant to the provisions of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and administration) Rules, 2014, for the financial year ended 31^st March, 2024, is placed on the website of the Company.

The website of the Company is www.refshape.com

Conservation of energy, technology absorption and foreign exchange earnings and outgo:

The Information Regarding Conservation of Energy & Technology Absorption is provided for in Annexure I

Amount (In lakhs)

Total Foreign Exchange Inflow	-
Total Foreign Exchange outflow	-

Directors:

A) Changes in Directors and Key Managerial Personnel:

There were the following changes in the composition of the Board of directors for the year ended 31^st March 2024:

Sr. No.	Name of Director	DIN	Designation	Appointment / Resignation	Date
1	Mrs. Pratibha Dayashankar Shetty	00384546	Director	Resignation	15/12/2023
2	Mr. Abhay Yatin Naik	07488137	Independent director	Appointment	19/12/2023
3	Mr. Kemmannu Shashidhara Rao	06713774	Independent director	Appointment	19/12/2023
4	Mr. Siddharth Kumar	05329702	Independent director	Appointment	19/12/2023
5	Mr. Dhananjay Mayur Dave	10429532	Independent director	Appointment	19/12/2023
6	Mr. Ravindra Venkatesh Hulyalkar	10429539	Independent director	Appointment	19/12/2023
7	Mr. Majur Jothiprakash	09594839	Whole-time director	Appointment	18/12/2023

8	Mr. Ammar Huseni Rangwala	ACVPR4019H	Chief Financial Officer	Appointment	15/12/2023
9	Mrs. Neelam Mandawat	BAJPT1481J	Whole-time Company Secretary	Appointment	15/12/2023

B) Declaration by an Independent Director(s) and re- appointment, if any:

The Company has received Declaration from Independent directors pursuant to the provisions of Section 149 sub-section (6) of the Companies Act, 2013.

C) Annual evaluation of board performance and performance of its committee and of director:

Pursuant to the provisions of the Companies Act, 2013 the Board had carried out evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees. The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors. The Board''s functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning. Directors were evaluated on aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management outside Board/ Committee Meetings. In addition, the Chairperson was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members and motivating and providing guidance to the Managing Director. Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings. The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairperson and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole. The Nomination and Remuneration Committee also reviewed the performance of the Board, its Committees and of the Directors. The Chairperson of the Board provided feedback to the Directors on an individual basis, as appropriate. Significant highlights, learning and action points with respect to the evaluation were presented to the Board.

Meetings:

i. Number of meetings of the Board of Directors:

The Board of Directors of the Company has met 9 (Nine) times during the Year under review

Date of the meeting	No. of Directors attended meetings
30/06/2023	6
17/07/2023	6
18/09/2023	6
15/12/2023	6
16/12/2023	10
20/12/2023	10
17/01/2024	10
03/02/2024	10
23/03/2024	10

ii. Number of meetings of the Audit Committee:

During the financial year under review, 4 (Four) meetings were held on the following dates and all the members and chairman of the committee were present in all the meetings:

Date of the meeting	No. of members attended meeting
03/02/2024	3
15/02/2024	3
01/03/2024	3
23/03/2024	3

iii. Number of meetings of Nomination and Remuneration Committee:

During the financial year under review, 2 (Two) meeting were held on the following date and all the members and chairman of the committee were present in the meeting:

Date of the meeting	No. of members attended meeting
03/02/2024	3
23/03/2024	3

iv. Number of meetings of Stakeholder Relationship Committee:

During the financial year under review, 2 (Two) meeting was held on the following date and all the members and chairman of the committee were present in all the meeting:

Date of the meeting	No. of members attended meeting
03/02/2024	3
23/03/2024	3

Audit Committee:

Audit Committee of the Company as constituted vide Board Resolution dated February 03, 2024. This Committee is headed by Mr. Ravindra Venkatesh Hulyalkar with Mr. Kemmannu Shashidhara Rao and Mrs. Prajna Shravan Shetty as Members. The committee thoroughly reviewed the half-yearly and annual financial statements of the Company and recommended the same to the Board. There have not been any instances during the year when the recommendations of the Audit Committee were not accepted by the Board.

Nomination and Remuneration Committee:

Nomination and Remuneration Committee of the Company as constituted vide Board Resolution dated February 03, 2024. This Committee is headed by Mr. Siddharth Kumar with Mr. Abhay Yatin Naik and Mr. Kemmannu Shashidhara Rao as Members.

The Nomination and Remuneration Committee has considered the following factors while formulating the Policy:

(i) The level and composition of remuneration are reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

(ii) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(iii) Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

Details of the Remuneration Policy are given on the website-: https://www.refshape.com/investor/corporate-policies/

Stakeholders Relationship Committee:

Stakeholders Relationship Committee of the Company as constituted vide Board Resolution dated February 03, 2024. This Committee is headed by Mr. Ravindra Venkatesh Hulyalkar with Mr. Siddharth Kumar and Mr. M Jothiprakash as Members.

Details of establishment of vigil mechanism for directors and employees:

The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.

Internal Financial Controls:

Your Company has in place adequate internal financial controls with reference to financial statements. Your Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

During the year under review, there were no instances of material or serious fraud falling under Rule 13(1) of the Companies (Audit and Auditors) Rules, 2013, by officers or employees reported by the Statutory Auditors of the Company during the course of the audit conducted.

Corporate Social Responsibility:

Based on the audited financial statements of the Company for the financial year ended 31^st March, 2024, the Company falls within the purview of Section 135 of the Companies Act, 2013, necessitating the implementation of Corporate Social Responsibility (CSR) initiatives. The Board of Directors of the Company has formulated a Corporate Social Responsibility Committee by passmg a Board resolution in this regard, thereby fulfilling the statutory obligation and underscoring the Company''s dedication to socially responsible practices and good corporate governance.

Policy on prevention, prohibition and redressal of sexual harassment at workplace:

The Company has zero tolerance for sexual harassment at the workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal

Complaints Committee, to inquire into complaints of sexual harassment and recommended appropriate action.

Disclosure:

Number of complaints of sexual harassment received in the year	NIL
Number of complaints disposed off during the Year	Not applicable
Number of cases pending for more than ninety Days	Not applicable

Number of workshops or awareness program against sexual harassment carried out	-^Lin Not applicable
Nature of action taken by the employer or District Officer	Not applicable

Prohibition of Insider Trading Policy

Your Company has adopted a Prohibition of Insider Trading Policy. This policy shall be applicable to all Insiders of the Company including designated persons and immediate relatives of designated persons as defined in this policy. The SEBI Regulations prohibit an Insider from Trading in the securities of a company listed on any stock exchange when in possession of any unpublished price-sensitive information.

Details of the Prohibition of Insider Trading Policy are given on the website-: https://www.refshape.com/ investor/corporate-policies/

Particulars of loans, guarantees or investments under section 186:

During the year no loans or guarantees are given nor are any investments made by the Company under Section 186 of the Companies Act, 2013.

Particulars of contracts or arrangements with related parties:

The Particulars of Contracts or arrangements with related Parties is provided in Annexure II (AOC-2)

Risk Manaeement:

Your Company has adopted a Risk Management Policy/ Plan in accordance with the provisions of the Companies Act, 2013 and the Listing Regulations. It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk.

The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment and management procedures and status.

This risk management process covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and highlights risks associated with chosen strategies.

Criteria for determining_qualifications, positive attributes and independence of a director:

The Nomination and Remuneration Committee has formulated the criteria for determining quahfications, positive attributes and independence of Directors in terms of provisions of Section 178 (3) of the Act and the Listing Regulations.

Independence: In accordance with the above criteria, a director will be considered as an Independent Director'' if he/ she meet with the criteria for ''Independent Director'' as laid down in the Companies Act, 2013 and the Listing Regulations.

Qualifications: A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the Nomination and Remuneration Committee considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the Companies Act, 2013 the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behavior, strong interpersonal skills and soundness of judgment. Independent Directors

are also expected to abide by the ''Code for Independent Directors'' as outlined in Schedule IV to the Act.

Corporate Governance:

The Company avails of the exemption provided under Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the financial year 2023-24, as the company is listed on the SME platform of the National Stock Exchange, and is therefore not required to comply with certain provisions of the Regulations.

During the financial year under review, none of the Company''s employees were in receipt of remuneration as prescribed under Rule 5 (2) and (3) of The Companies (Appointment and

Remuneration of Managerial Personnel) Rules. Hence, no particulars are required to be disclosed in this Report.

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

The ratio of remuneration of each Director to the Median Remuneration of all employees who were on the payroll of the Company and the percentage increase in remuneration of the Directors during the financial year 2023-24 are given below:

Directors	Ratio to Median	Percentage Increase in Remuneration
Mr. Dayashankar Krishna Shetty	0	NIL
Mrs. Pratibha Dayashankar Shetty	0	NIL
Mrs. Prajna Shravan Shetty	0	NIL
Mr. Praday Dayashankar Shetty	0	NIL

Directors'' Responsibility Statement:

In terms of the provisions of Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, and to the best of their knowledge and belief and according to the information and explanations obtained by them and same as mentioned elsewhere in this report, the attached Annual Accounts and the Auditors Report thereon, your directors confirm that:

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

b) the Directors had 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 and loss of the company for that period;

c) the Directors had 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 Directors had prepared the annual accounts on a going concern basis; and.

e) the Directors 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) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

By Order of the Board of Directors For Refractory Shapes Limited

K

/T\ A#

^v''^: - ^a n S

Place: Mumbai

Date: 12.08.2024 Prajna Shravan Shetty Dayashankar Krishna Shetty

Managing Director Director

DIN: 02836327 DIN: 00384537