Your Directors have the pleasure in presenting the 71^st Annual Report together with the Audited Financial Statements for the year ended 31^st March 2025. The Management Discussion & Analysis Report which is required to be furnished as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the Listing Regulations) has been included in this Report to avoid duplication and overlap.

The global economy in FY 25 continued to navigate a complex macroeconomic environment shaped by geopolitical tensions, elevated interest rates, and evolving supply chain dynamics. According to the latest World Economic Outlook report by International Monetary Fund (IMF), the global GDP is expected to grow at a lower rate by 2.8% in CY2025 compared to 3.3% in CY2024, followed by a slight increase to 3.0% in CY2026. The global headline inflation is expected to decline from 5.8% in CY2024 to 4.3% in CY2025 and to 3.6% in CY2026. Despite economic stability, consumer confidence remains weak, and private consumption growth is slow in many regions. Meanwhile, global trade is showing signs of recovery. The U.S. economy is expected to grow by 1.8% in CY2025, compared to 2.8% in CY2024 followed by a slight slowdown of 1.7% in CY2026. The growth in Euro region is projected to face sluggish growth at 0.8% in CY2025 and 1.2% in CY2026 compared to 0.9% in CY2024, due to energy price volatility, weak industrial production, and subdued investor sentiment. Chinese Economic expansion is expected to slow down from 5.0% in CY2024 to 4.0% in CY2025 as well as CY2026 due to weaker consumer demand and ongoing issues in the property market. Trade tensions, particularly those involving the U.S., have added uncertainty to global economic forecasts.

India's outlook remains positive, driven by domestic demand and supportive policy measures. India continues to show strong economic growth compared to other economies, with Real GDP estimated to have grown by 6.5% in FY2025 as compared to the growth rate of 9.2% in first revised estimates of GDP for FY2024 (Press Information Bureau, Feb'25). RBI has projected India's GDP growth at 6.5% for FY 2026. This positions India as the fastest-growing major economy in the world.

In FY2025, the Company delivered a resilient performance amidst a challenging global economic environment. Revenues at consolidated level grew moderately, supported by reasonable demand in key domestic and international markets. While certain segments faced headwinds due to market volatility or input cost pressures, the Company maintained a healthy balance sheet and continued to invest in innovation, sustainability, and capability building. The Ceramics segment did well, however Standalone Electrominerals and Foskor Zirconia, South Africa faced market challenges because of low-cost imports, thus impacting the margins. The Company's subsidiary in Russia Volzhsky Abrasive Works's (VAW) operations faced challenges in the second half of the year due to it being placed by the U.S Department of the Treasury's Office of Foreign Assets Control (OFAC) on its Specially Designated Nationals and Blocked Persons List (SDN list). Owing to this inclusion in the SDN list, VAW faced restrictions in USD and Euro transactions, impacting its financial operations. The designation also impacted VAW's export revenues significantly.

In addition to delivering the FY 25 performance, the Company also spent significant amount of time in formulating its long-term strategy for 2030.

During the year, the consolidated revenues were at Rs.48335 million which grew by 4.4%. This growth was contributed by Ceramics by 7.7%, Abrasives by 3.3%, and Electrominerals by 1.9%. Standalone revenues were at Rs.27837 million with growth of 7.3%. All three segments contributed to this growth- Electrominerals at 10.0%, Ceramics at 6.5% and Abrasives at 3.9%.

For the Abrasives segment, consolidated revenues grew by 3.3% to Rs.21594 million compared to last year. Standalone Abrasives was at Rs.11954 million and grew by 3.9% compared to last year. The growth was majorly driven by the Industrial and Retail segment, predominantly from volume growth. The sluggish industrial business environment affected the sales in Precision Segment. Revenues of the Russian subsidiary, Volzhsky Abrasive Works grew marginally. The domestic subsidiary, Sterling Abrasives had a marginal growth. The German subsidiaries Rhodius and Awuko were able to deliver growth over last year despite softening demand in parts of Europe and aggressive price competition in the market. The subsidiary in America (CUMI America Inc.) had marginal negative growth.

Electrominerals, on a consolidated basis for FY 25, had sales of Rs.15735 million compared to Rs.15447 million during last year. Standalone Electrominerals was at Rs.8155 million, and it grew by 10.0% compared to last year. This was contributed by higher volumes and increased exports, especially to Europe and APAC. Sales of the Russian subsidiary, Volzhsky Abrasive Works de-grew on account of lower exports post-sanctions. Foskor Zirconia, South Africa in local currency witnessed a double-digit revenue growth compared to last year, driven by growth in volumes.

Consolidated Ceramics for FY 25 grew by 7.7% to Rs.11601 million and standalone Ceramics grew by 6.5% to Rs.9387 million. This growth was aided by an increase in volumes. The Fired & Mono Refractories, Metallized and Engineered Ceramics businesses at standalone combined grew well compared to last year. Sales were lower in the Wear Ceramics and Corrosion resistance business. The subsidiary in America registered a double-digit growth, whereas the subsidiary in Australia had a marginal de-growth. The recently acquired subsidiary-SCP, USA added Rs.153 million additional revenues in the Ceramics segment.

The subsidiaries in other segments including PLUSS Advanced Technologies Limited (PLUSS) and Net Access India Limited grew as compared to last year, while Southern Energy Development Corporation Limited (SEDCO) de-grew because of a strategic decision to discontinue the gas-based power business on 31^st December 2024, by not renewing the gas supply contract with ONGC due to rising gas prices and operational costs. However, the solar business of SEDCO, which commenced operations in FY 21 continues to expand.

The following table summarises the standalone and consolidated revenues- both segment and geography wise:

The Company's consolidated revenues from India grew by 3% and from rest of the world grew by 5%.

The Company's manufacturing facilities have consistently optimised existing product lines while upgrading to state-of-the-art processes. Significant investments have been made in building capabilities and expanding capacity across plants and product families. The introduction of new-generation machines, including Electric Screw Press and Diamond Wire Cutting Machines, has enabled us to further enhance productivity and product reliability in some product lines while catering to a broader range of industries and applications in others.

The focus on excellence in product reliability and timely deliveries has led to achieve record production volumes across some product families. Line capacities have been maximised, Rolled Throughput Yield (RTY) has improved, productivity has increased, and equipment utilisation is at industry-leading levels in some product lines.

The Company's digitalisation journey in manufacturing is progressing, with a strong emphasis on IoT enablement to enhance productivity, improve traceability, and eliminate manual errors. Automation initiatives, such as the installation of Hydraulic Lifting Mechanisms and CNC Auto-Ramming Machines, have reduced operator fatigue, enabled deskilling, and ensured product consistency and reliability.

In addition to operational enhancements, the Company remains committed to sustainability. Efforts to lower the carbon footprint, reduce energy and water consumption have been prioritised. These initiatives have contributed to a more sustainable manufacturing environment.

The manufacturing teams at the Company have been recognised for implementing the best practices at both state and national levels. The continued focus on 5S, TPM, and optimisation methods has led to significant operational efficiency improvements. A comprehensive journey of Manufacturing Excellence has commenced during the year with the setting up of a Manufacturing Centre of Excellence led by an experienced Leader with Industry expertise. This will strengthen the Company's framework and capabilities, improve customer service, enhance quality, and reduce costs, all with the goal of achieving best-in-class manufacturing standards.

The Company's standalone financial results are summarised in the table below:

Standalone profit before tax stood at Rs.4253 million as compared to Rs.4631 million during the previous year.

The Company uses a variety of raw materials for its products-Bonds, Cotton Yarn, Grains, Calcined Alumina, Tabular Alumina, Brown fused Alumina, White fused Alumina, Silicon Carbide, Mullite, Pet Coke, Bauxite, and Zircon Sand amongst others. The sourcing is a prudent mix of indigenous and imported materials. Aided by judicious sourcing and optimising throughout in production, material consumption continued to improve during the year marginally. Significant improvement in specific material and energy consumption was recorded across businesses.

Power and fuel cost increased by 2% from Rs.2307 million in the preceding year to Rs.2352 million during the current year.

Employee benefits expense increased from Rs.2584 million in the preceding year to Rs.2903 million during the current year.

Profit before finance cost, exceptional items and tax expanded in Ceramics, and declined marginally in Abrasives. However, the Electrominerals segment saw a decline due to the pricing pressure in the markets.

Finance costs were at Rs.2 million compared to Rs.42 million in the previous year. Total Comprehensive Income decreased from Rs.3399 million to Rs.3213 million.

The consolidated profit before tax and exceptional item (before share of Associate & Joint ventures) entity-wise is represented below:

# Consolidated

@ Consolidated and after effecting acquistion accounting.

On a consolidated basis, the profit before tax and exceptional item (before share of profit from Associate and Joint Ventures) decreased to Rs.5268 million from Rs.6064 million. Profit after tax and non-controlling interests has decreased to Rs.2927 million from Rs.4613 million. Provisions made at VAW following the sanctions imposed by the U.S. and the impact of deferred tax asset charged off at CUMI Awuko Abrasives GmbH, had an impact on the Consolidated profits after tax. The performance of subsidiaries is detailed separately in this Report.

An overview of the Company's financial position - on a standalone and consolidated basis is given below:

On a consolidated basis, the total equity attributable to owners as on 31^st March 2025 was Rs.35286 million. There was an increase (net of dividend) to the extent of Rs.4029 million. Non-controlling interest was at Rs.1472 million and Liabilities (other than loans) was at Rs.8472 million.

The loans outstanding increased to Rs.1203 million from Rs.1127 million. Net fixed assets (including goodwill and Right of use assets) increased to Rs.18344 million during the current year from Rs.16391 million in the previous financial year.

The Company's cash flow is healthy. The following table summarises the Company's standalone and consolidated cash flows for the current and previous year:

On a standalone basis, net cash generation from operations was Rs.1904 million in FY 2024-25 compared to previous year's Rs.4008 million. Net cash outflow on account of investing activities was Rs.2063 million majorly towards capital expenditure. Net cash outflow on account of financing activities was Rs.709 million. The net decrease in cash and cash equivalents was Rs.868 million against the net increase of Rs.1627 million in FY 2023-24.

The paid-up equity share capital as on 31^st March 2025 was Rs.190.42 million. The capital increased during the year by Rs.0.16 million, consequent to allotment of shares upon exercise of Stock Options by employees under the Company's Employee Stock Option Plan 2016.

Considering the past dividend payout ratio, current year's operating profit, long term growth plans of the Company, the Board has considered it appropriate to recommend a final dividend of Rs.2.50/- per equity share of Rs.1/- each. It may be recalled that in February 2025, an interim dividend at the rate of Rs.1.50/- per equity share of Rs.1/- each was declared and paid in March 2025. This aggregates to a total dividend of Rs.4.00/- per equity share of Rs.1/- each for the year. The Company's Dividend Policy is available at https://www.cumi-murugappa.com/wp- content/uploads/2019/02/dividend-distribution-policy.pdf. The dividend paid as well as being recommended for the year ended 31^st March 2025 is in line with the Company's dividend policy.

An amount of Rs.500 million has been transferred to the General Reserve of the Company as on 31^st March 2025.

The business profile, market developments, and the current year's performance are elaborated in the following sections:

The Abrasive Business is engaged in the engineering of surfaces, delivering precision, functional, and durable surface solutions through the manufacture and distribution of rigid and flexible abrasives, along with adjacent products. The key product segments include Bonded Abrasives, Coated Abrasives, Super Abrasives, Metal Working Fluids, and allied surface finishing products.

Rigid or Bonded Abrasives products grind, clean, scour, abrade or remove solid material through a rubbing action. Bonded Abrasives-made using vitrified (glass), rubber, or resin bonds- are rigid tools designed to grind, clean, scour, or remove solid materials through a controlled rubbing action. Coated Abrasives involve hard synthetic minerals applied to backing materials like paper, cloth, or film, and are shaped into various forms tailored to specific applications. These abrasive products serve a wide range of end-use industries including automotive, auto ancillary, metalworking, construction, woodworking, railways, aerospace, and general engineering.

With over seven decades of experience, the Company's Abrasives business is built on strong R&D, application engineering expertise, and a long-standing network of multi-generation channel partners. The business operates world-class manufacturing facilities, supported by robust processes and a deep understanding of end- user needs.

A significant competitive edge comes from backward integration, with high-quality raw materials sourced from the Company's own Electrominerals division, complemented by select partnerships with top suppliers from India and abroad. These inputs are processed into Specialised products, which are distributed through a well-established retail and distribution network, as well as through direct-to-customer channels.

Cost competitiveness is the overarching strategy for the business while ensuring that the supply requirements and changing needs of the market are met in full.

The business has eleven manufacturing plants located across India, Russia, and Germany.

The global footprint is further strengthened by the inclusion of CUMI Awuko and Rhodius Abrasives.

CUMI Awuko, based in Germany, is a market leader in leather and wood applications and adds significant Coated Abrasives capacity in Europe. With a global distribution base and an experienced technical team, it enhances the Company's reach and capabilities.

Rhodius Abrasives, also headquartered in Germany, is globally recognised for its high-quality cutting and grinding discs. Known for product innovation and a proprietary production process, Rhodius Abrasives sets industry benchmarks and serves customers in over 100 countries, backed by a legacy of over 70 years.

The Indian Abrasives market continues to evolve, with a noticeable transition from manual grinding methods to mechanised processes. This shift is creating opportunities for innovation and product expansion, particularly in the Coated Abrasives segment. The Bonded Abrasives segment remains a critical consumable for the Construction and Transportation sectors, both of which have experienced strong growth over the past decade, driven by rapid urbanisation and rising disposable incomes.

Following a strong performance in the first half of the year, a slowdown was observed in several user industries during the second half. Construction and Infrastructure sectors experienced a deceleration, with infrastructure gross output growth moderating to 6.4% in FY 25, down from 7.5% in FY 24. Key indicators such as decorative paint volumes remained flat or negative during Q2 and Q3, while order flows in Agro-based industries and Railways were subdued.

In addition, continued weakness in global markets impacted export-linked sectors such as hand tools, handicrafts, steel tubes, and tractor manufacturing, resulting in lower production volumes and reduced demand for Abrasives.

The Abrasives business on a standalone basis recorded revenues of Rs.11954 million compared to Rs.11503 million in the previous year and on a consolidated level recorded revenue of Rs.21594 million as compared to Rs.20910 million in FY 24.

The lower growth in Automotive Industry led to muted growth in Precision as well as Industrial Abrasives business. The Industrial Abrasives business grew faster than the market through customer share gain and high-volume growth in some select product groups like Thin Wheels and Flaps & Mops. The Retail business continued to face intense competitive pressure, which impacted volume growth in this segment. The Company has addressed the challenges by focus on New Product development in segments like Thin Wheels, Flaps & Mops, Zircon belts and reimagining Go to Market strategies, day to day operations and data-based decision culture.

The growth was majorly driven by increase in volume though the prices were flat. The trend of cost push continued throughout the year and impacted the margins. Better product mix and better operational efficiencies helped the business to reduce the impact of cost push. The cost optimisation projects which were initiated in FY 24 related to design-to-value, process efficiencies, and automation continued to deliver value in FY 25.

The business continued to make steady progress in building distribution leadership, a key strategic pillar for the Company's growth. The appointment of new channel partners and expansion of dealer network across India helped the business. Substantial ground steps were taken to reign in counterfeit sales. Industrial business has focused on tracking derived demand, customer conversion, and sub-dealer motivation programs. With the continued efforts to re-invest and reinforce, brand rationalisation activities were executed.

New products continued to be developed and introduced in the market meeting the needs of customers. Process led innovation and stage gate methodology helped to enhance the success rate of new product launches. The business has invested substantially in upskilling the team to enable the team to navigate the changes and to deliver the results.

The segment maintained a strong focus on developing high-performance products in close collaboration with the Electrominerals business, enabling the introduction of a new range of competitive offerings.

In the Coated Abrasives segment, efforts were directed toward enhancing cost competitiveness amid persistent pricing pressures from the influx of low-cost imported alternatives. Rising input costs further compounded this challenge. To address this, the business undertook investments in automation and digitalisation to improve quality consistency. Integrated Target Costing methodology with multi-functional collaboration has been adopted to promote cost excellence.

In the Bonded Abrasives segment, substantial investments were made to upgrade product-making capabilities across plants. This included the installation of new-generation molding equipment and automation technologies to ensure consistent product quality. A dedicated high-density grinding wheel facility was established to cater to the needs of primary and secondary steel industries. Automation in the Thin Wheel line and the addition of in-house testing equipment further enhanced quality assurance. The segment also expanded the adoption of Quick Response Manufacturing (QRM) for make-to-order products, reducing lead times and improving responsiveness.

Elements of Industry 4.0 were embedded into daily operations, with specific projects aimed at automating production and quality control processes, reducing human intervention in high-volume manufacturing lines.

The Ceramics business comprises of the Industrial Ceramics and the Super Refractories product groups.

The Industrial Ceramics business specialises in Advanced Ceramics and High-Performance Materials, offering over 30 unique formulations tailored for demanding, cutting-edge applications. These products deliver exceptional performance in wear resistance, electrical insulation, corrosion resistance, and ballistic protection, catering to a broad spectrum of industries including Mining & Mineral Processing, Power & Energy Systems, Mobility (Electric & ICE), Semiconductors & Electronics, and Defence & Aerospace. The business is driven by a robust foundation in technology, advanced manufacturing, design, and application engineering.

Operations are supported by manufacturing and service facilities in India, Australia, and the USA, with subsidiaries in North America, the Middle East, and China enhancing global market access.

The business has a strong international footprint, with a significant portion of its sales coming from exports. It is a leading player in India, the USA, Australia, and Europe, with strategic presence in specific product segments in Japan and China.

The product portfolio is organised into three key groups:

1. Wear Protection Materials

2. Precision Engineered Ceramics

3. Metallized Ceramics

These offerings serve a wide array of industrial applications, reinforcing the business's position as a global leader in advanced ceramic solutions.

1. Wear Resistant Ceramics:

The business provides Wear Protection products and services designed to extend equipment life across a wide range of industries, including Mining & Mineral Processing, Steel, Power, Cement, and Bulk Material Handling. Over time, the product portfolio has expanded to include new applications across strategic sectors such as port handling and non-ferrous industries. Adopting a solutions-oriented approach, the business focuses on addressing customer challenges through on-site wear audits, advanced design and simulation capabilities, and professional installation services. These offerings collectively enhance equipment performance, productivity, and longevity. The Company holds a leadership position in the Australian market, having executed major projects in the mining and port handling sectors. It continues to expand its global footprint with strong customer growth across America, Europe, the Middle East, and Japan.

2. Precision Engineered Ceramics:

Precision Engineered Ceramics plays a pivotal role in emerging sustainability-focused applications, including Solid Oxide Fuel Cells, Hydrogen Electrolyzers, and Electric Mobility. With a strong emphasis on agile product development and continuous process innovation, the business has successfully launched new products in collaboration with leading global customers across the USA, Japan, and India.

Additionally, the business has built capabilities for manufacturing advanced components for the Semiconductor Equipment industry. An exclusive facility with advanced machining capabilities is being set up to cater the requirements of this demanding application. Further, a separate facility is also being built to manufacture Silicon Carbide Ceramics for emerging applications.

3. Metallized Ceramics:

The Company is a pioneer in India in the field of Metallized Ceramics, serving as a strategic supplier to global OEMs in power distribution and vacuum electronics. In its pursuit of leadership in Metallized Alumina Cylinders for Vacuum Interrupters, the business continues to expand capacity through new equipment and process innovations. The vacuum devices segment has also scaled significantly catering to critical applications in healthcare equipment and electronics.

The Super Refractories business offers comprehensive and exceptional thermal, corrosion protection and composite solutions across diverse industrial sectors. With deep materials expertise, application engineering capabilities and advanced diagnostic techniques such as FEA, CFD, thermal imaging, and on-site thermal and corrosion audits, the business deliver tailored, high-performance solutions for critical operating conditions- creating superior value for its customers and stakeholders.

This business operates through three focused verticals:

1. Thermal Protection - Super Refractories

2. Corrosion Protection - Prodorite

3. Composites

1. Thermal Protection - Super Refractories

Super Refractories are advanced materials designed to withstand extremely high temperatures and harsh thermal or chemical environments. They are typically made from high-purity raw materials such as alumina, zirconia, and silicon carbide. The business specialises in high performance refractory solutions, including dense and insulating bonded refractories in the form of bricks and engineered shapes, monolithics, and pre-cast pre-fired components tailored for critical applications in Iron & Steel, Glass, Ceramics, Cement, Carbon Black, Petrochemical, Thermal Power, Non-Ferrous, Foundry and Heat Treatment Industries.

2. Corrosion Protection - Prodorite

Prodorite' s Corrosion Protection offers advanced material solutions for highly acidic or alkaline environments. As a leading player in the anti-corrosive industry, the business serves chemical processing, non-ferrous, paper, material recycling, and effluent treatment sectors. The business's portfolio includes acid-resistant liners, carbon bricks, mortars, screeding, and protective coatings. It also provides engineered polymer concrete cells (tanks) for copper and

zinc extraction and recycling plants. Additionally, the industrial floor coatings are used in food, pharmaceuticals, semiconductors, and data centre applications.

3. Composites

This business segment offers a range of structural composites in Glass Fibre Reinforced Polymer (FRP) and advanced composites in Carbon Fibre Reinforced Polymer (CFRP) manufactured using advanced techniques such as vacuum infusion, pultrusion, filament winding, hand- layup, and grating moulding. For Chemical Processing and Thermal Power Industries, the business offers FRP Chemical Storage tanks, Process Vessels, Flue Gas Desulphurisation Sulphurization Spray Headers, Piping for Abrasion Resistance, Gratings, Chimneys, Cable Trays, Platforms etc. It also offers Windmill Nacelle Covers, Nose Cones, Structural Panels for Transportation segments such as Railways and Automotive.

Advanced Composites in CFRP deliver exceptional strength to weight performance in critical applications like drones and other structural parts. The dust-free CFRP facility is certified to EN 9100:2018 - equivalent to JIS9100 and AS 9100 D (SAE) standards, ensuring compliance with the stringent quality and reliability requirements of the industry.

The market for Wear-Resistant Ceramics remained muted in FY 25, primarily due to a cyclical slowdown in project orders from Australia and India. In contrast, demand from the North American market remained strong throughout the year, providing stability and growth opportunities.

The Solid Oxide Fuel Cells (SOFC) market witnessed a robust rebound, driven by their increasing adoption in energy-intensive AI data centers. A similar surge in demand was observed for Metallized Cylinders, fueled by the growing need to expand and enhance power distribution infrastructure.

The demand for the Company's range of Refractories is anticipated to grow steadily over the next five years, driven by expansion of key end-use industries such as steel, glass, carbon black, petrochemicals and emerging segments like energy storage, power generation from waste. India's steel industry, a major consumer of refractories, is projected to increase its production capacity significantly, aligning with the government's infrastructure development initiatives and the "Make in India" campaign. Additionally segments like Petrochemicals and Glass sectors are expected to grow rapidly. Technological advancements and adoption of energy-efficient and sustainable manufacturing processes will require high performance refractories.

The business faced challenges in one of the product segments goes into the wind sector during the fiscal year. To compensate the same, business has engaged in the development of value added products as well. These efforts have started yielding in the later part of the fiscal year.

During the year, the business made good progress in the industrial floor coating segment, especially for pharma, electronics and data centres. These coatings comply with stringent regulatory standards, resisting microbial growth, chemical exposure and easy cleanability. The Company's Electrostatic Discharge (ESD) floor coatings prevent static build up that prevents sensitive equipment from damage.

The business has also developed new CFRP structural parts for drones with reduced weight for civilian applications during the year. The demand for corrosion protection is expected to be robust over the next five years, on back of significant expansion of core industries like fertilizers and petrochemicals. The focus on sustainable resource management and circular economy principles is driving significant advancements in metal recycling, particularly for Zinc, Copper and other non-ferrous metals. The Electrowinning process for metal recovery necessitates durable and corrosion resistant infrastructure leading to increased demand for the Company's Polymer Concrete Cells. Similarly, industrial floor coating consumption is anticipated to increase based on the expansion of electronics, semiconductors and pharmaceutical industries. Infrastructure development, increased demand for energy will drive greater use of composite materials.

Revenues from the Ceramics business at consolidated level were at Rs.11601 million as compared to Rs.10767 million in FY 24. At Standalone level, it increased by 6.5% from Rs.8813 million to Rs.9387 million on the back of good orders from Refractory, Engineered Ceramics, and Metallized Cylinders.

Sales of Wear-Resistant Ceramics remained flat year-over-year, primarily due to a decline in project orders from India and Australia. However, this was partially offset by strong growth in standard and pre-engineered wear-resistant tiles for the North American market, efficiently serviced through the Company's warehouse in the US.

The Engineered Ceramics segment returned to growth, supported by the resurgence in demand from the Solid Oxide Fuel Cells (SOFC) market.

The Metallized Ceramics segment saw strong growth, driven by rising demand for Metallized Cylinders in the Power Distribution sector. Additionally, the Metallized Devices segment experienced a twofold increase in sales, fuelled by growing demand from strategic industry segments.

The demand for refractories was steady throughout the year, particularly in core segments of Carbon Black, Non-Ferrous, and Cement. The demand from Iron & Steel Industry was robust, especially for pellet plants, and the business executed large projects in both domestic and export markets. It also expanded its market presence in the Middle East, Europe, and the USA. The acquisition of Silicon Carbide Products LLC, a US-based Company specialising in high-performance Nitride Bonded Silicon Carbide products, will enhance thermal protection portfolio in the Americas.

The business experienced some sluggishness this fiscal year due to delays in projects in fertilizers and non-ferrous industries. However, the business secured several new projects, providing a positive outlook for the upcoming year.

A new Tunnel Kiln was commissioned during the year, aimed at supporting the rising demand for Engineered Ceramic products. In parallel, ongoing debottlenecking initiatives and process innovations contributed to enhanced production volumes. The manufacturing lines for Metallized Cylinders operated at high utilisation levels to meet surging market demand. Additionally, new manufacturing facilities are being rapidly developed to cater to the growing requirements of the semiconductor industry and other strategic sectors.

Both the high temperature shuttle kiln for high alumina specialty refractories and an electric screw press projects initiated during the previous year, are fully operational and helped meeting the additional volumes during the year. The business also initiated a project on setting up state-of-the-art auto-batching and mixing system as a part of capacity expansion for monolithics at Jabalpur.

The Mineral vertical of the Company's business comprises operations in India, South Africa and Russia cater to the demands from Abrasives, Refractory, Polishing, Auto component, Car detailing, Electronics, Friction, Composites, Wooden Laminates and Semiconductor Industries. With a wide range of product basket starting from Bauxite, Fused Aluminas, Silicon Carbide, Fine powders, Zirconia and Ceramic Grains, the business has established its name and command an envious position in India as well as in the market across world.

As part of new strategic initiatives, the business has started focusing on specialty and transformational products and applications to fuel its growth aspirations. Business has developed in this line, a range of products like Monocrystalline alumina, Zirconia Mullite, Stabilized Zirconia, Surface and Heat-treated products. The business has also embarked on strengthening its range of product portfolios by venturing into transformational products like High Purity Silicon Carbide, Graphene etc. These products in the initial stages of establishment are expected to trigger the growth momentum of Mineral business in the days to come and would transform the Company's Mineral business from a conventional mineral business to Specialty Material business.

Business has given a special focus on sustainable development and controlling environmental impacts on its operations. As part of this, business has installed a 1.8 MW captive solar plant and is in the final stage for sourcing a 10MW green energy through ISTS mechanism. Apart from the above, the business has also advanced considerably in its target for Carbon Footprint reductions in areas like emission controls, installation of energy efficient motors and pumps, replacing fossil fuel with natural gas etc. As a part of its sustainability initiative during the year, the business installed a gas collection and neutralisation chamber in its silicon carbide plant. Business is now focusing on initiatives for compliance with Scope III emissions and has engaged the Confederation of Indian Industry as its partner for assessment of its business activities.

The business also spearheads its Research and Development through a Department of Scientific and Industrial Research (DSIR) approved research facility located at Kochi apart from tying up well acclaimed national and international institutes and personalities for its new product development programs.

Volzhsky Abrasive Works (VAW), Russia, is the single largest silicon carbide producer at one location globally with capacity of 90,000 tonnes per annum. VAW also invests in process improvements regularly resulting in a clean environment.

Foskor-Zirconia in South Africa has portfolio of fused minerals into Zirconia for Ceramics and Refractories. This also provides feedstock to manufacture the high-performance Alumina- Zirconia Abrasive grains in the future.

Key user industries for this business are Abrasives, Refractories, Steel, Brake Linings, Nuclear Energy, Wooden Laminates, Friction composites, Diesel Particulate Filter, Semi-Conductor and others.

There was significant volatility in its principal raw material for the Electrominerals Business. From October 2024 to March 2025, the business has seen the calcined alumina price moving from $400 to $800 per ton and falling to $400 at the end of Mar'25. While the demand from user industries (domestic Auto and Steel sector) were stable for mineral products, the low cost imports has dampened the opportunity for scaling up of products.

The Electrominerals business on a consolidated basis recorded a revenue of Rs.15736 million as compared to Rs.15447 million in FY 24. At standalone level, business recorded revenue of Rs.8155 million compared to Rs.7411 million in the previous year.

The Standalone Electrominerals business registered growth of 10% over last year on account of higher volumes and increased sales to overseas customers. The unprecedented price volatility experienced in calcined alumina prices and the low cost imports are the main reasons for the moderate performance of the business during the year. Business is, however, confident that with the new focus on specialty products, initiatives for ensuring the environmental compliance norms and reduction in carbon footprint would augment the opportunities with external and domestic customers, which in turn would help the business to regain its growth momentum in the coming years.

The Russian subsidiary, VAW, ran at near full capacity until Q3 FY 25. However, the imposition of the sanction impacted its overall sales revenue in the last quarter of the year.

The volume growth in the business resulted in higher sales for Foskor Zirconia compared to the previous year.

Mineral business is committed to serving the customers with a range of products and solutions, and has taken up the new initiative to enhance customer comfort by developing and supplying surface and heat-treated products, speciality materials, while ensuring the product quality and performance. With a view to improving its cost position, business has adopted various measures for improving throughput by efficient operations supported by waste reduction through TPM initiatives. The focused Joint Development Programs in selected areas with customers brought faster scaling up.

During the year, the Business received the Society of Energy Engineers and Managers (SEEM) platinum award for Energy Efficiency and improvement actions. Several plants of the Business has won safety awards which are detailed in the awards section.

The new investments made for White Fused Alumina(WFA) fine material production and grain treatment facility at Edappally. The establishment of alternate material and sources would make the fused alumina business more competitive and partially insulate the business from open to external contingencies.

The commencement of commercial sales of Graphene variant and High Purity Silicon Carbide has evinced interest from customers in the new range of transformational products and is in line with the Company's aspiration to be a specialty product manufacturing Company.

Foskor Zirconia, which is into the production of Monoclinic Zirconia and Calcia Stabilised Zirconia, had higher sales compared to last year, which led to better utilisation.

The Silicon Carbide operations at VAW were at their full capacity until Q3. Sales volumes from all 3 segments - Silicon Carbide, Abrasives and Refractories - grew compared to last year.

During the year, the Company generated Rs.1904 million cash surplus from its operations on a standalone basis. All debts have been serviced on time. The Company was a debt free Company as on 31^st March 2025. The capital expenditure program were financed from internal accruals.

The Company continued to have a reasonable cash generation during the year, due to prudent capital expenditure and efficient working capital management. The debt at the consolidated level increased to Rs.1203 million.

The debt-equity ratio for the Company was nil at standalone and 0.03 at consolidated level. The Company's Balance Sheet remains robust and it augurs well for the growth in the prevailing conditions.

The credit ratings of the Company, 'A1+' for short-term borrowings and 'AA+ Stable' for long-term borrowings were re-affirmed by CRISIL. Over the years, the Company has been resorting to a prudent mix of rupee and foreign currency borrowings to finance its operations and achieve a reduction in financing costs. The finance cost at a standalone level is at Rs.2 million compared to Rs.42 million last year. The Company earned Rs.39 million by investing surplus cash available for short term.

At a consolidated level, the finance cost reduced to Rs.140 million from Rs.183 million. The capital expenditure program of Rs.2776 million was financed majorly out of internal accruals.

With the Indian entity enjoying a significant natural hedge, a cautious approach was adopted to hedge the remaining exposures. The Company adopts prudent tax management policies.

There are no material changes and commitments, affecting the financial position of the Company which have occurred between 31^st March 2025 and the date of this Report.

The Company, its Subsidiaries, Joint Ventures and its Associates in India adopted lnd AS with effect from 1^st April 2016 pursuant to the Companies (Indian Accounting Standard) Rules, 2015 notified by the Ministry of Corporate Affairs on 16^th February 2015.

The Company has an Internal Control System commensurate with the size, scale and complexity of its operations. The controls have been designed and categorised based on the nature, type and risk rating so as to effectively ensure the reliability of operations with adequate checks and balances. The Internal Audit team - external as well as internal evaluates the effectiveness and adequacy of internal controls, compliance with operating systems, policies and procedures of the Company and recommends improvements, if any. Significant audit observations and the corrective/preventive action taken or proposed to be taken by the process owners are presented to the Audit Committee. A periodic review of adherence to the agreed action plan is carried out. The scope of Internal Audit is annually determined by the Audit Committee considering the inputs from the Statutory Auditor and the Management.

Capital and revenue expenditures are monitored and controlled with reference to approved budgets. Investment decisions are subject to detailed evaluation and formal approval according to schedule of authority in place. A periodical review of capital expenditure with reference to benefits forecasted is done. Physical verification of assets is also periodically undertaken.

The Audit Committee reviews the overall functioning of Internal Audit on a periodical basis. The Committee also discusses with the Auditors periodically their views on the financial statements including the financial reporting system, compliance with accounting policies & procedures, adequacy and effectiveness of the Internal Control Systems in the Company.

During the year, the Board basis the recommendation of the Audit Committee had appointed M/s. R.G.N. Price & Co as Internal Auditors of the Company.

Internal Control is a process, effected by an entity's Board of Directors, Management and other personnel, designed to provide reasonable assurance regarding the achievement of objectives relating to operations, reporting and compliance-as defined by the Committee of Sponsoring Organisations (COSO) of the Treadway Commission (appointed by SEC, USA).

As per Section 134(5)(e) of the Companies Act, 2013, the term 'Internal Financial Controls' (IFC) means the policies and procedures adopted by the Company for ensuring:

(a) orderly and efficient conduct of its business including adherence to Company's policies;

(b) safeguarding of its assets;

(c) prevention and detection of frauds and errors;

(d) accuracy and completeness of the accounting records; and

(e) timely preparation of reliable financial information.

The three key components of IFC followed by the Company are:

i. Entity Level Controls (ELC) that the Management relies on to establish the appropriate "tone at top" relative to financial reporting are - Code of Conduct, Enforcement of Delegation of Authority, Hiring and Retention practices, Whistle blower mechanism and other approved policies and procedures.

ii. Process Level Controls (PLC), to ensure that processes are predictable, stable and consistently operating at the targeted level of performance, with only a normal variation are classified into Manual or IT - Dependent or Automated Controls. They are also classified as Preventive or Detective.

iii. Preventive Controls are designed to prevent errors or irregularities from occurring in the first place. Examples includes segregation of duties, access controls, and authorisation requirements

iv. Detective Controls are intended to detect errors or irregularities that have already occurred. Examples include reconciliations, reviews, and audits

v. Transaction-Level Controls are focused on individual transactions to ensure their accuracy, completeness, and authorisation. They include activities such as approvals, verifications, and reconciliations

vi. General IT Controls to ensure appropriate functioning of IT applications and systems built by the Company to enable accurate and timely processing of financial data are - User Access rights management and Logical access; Change management controls; Password policies and practices; Patch management and License management; Backup and Recovery of data.

The adequacy of Internal Financial Controls is ensured by:

• Identification and Documentation of the risks and controls associated with the major processes;

• Validation and classification of existing controls to mitigate risks;

• Identification of improvements and upgrades to the controls;

• Improving the effectiveness of controls on residuary risks through data analytics and continuous monitoring;

• Performing testing of controls by the independent Internal Audit;

• Implementation of sustainable solutions to Audit observations.

• The Audit Committee periodically reviews Internal Financial Controls to ensure that they are adequate and are operating effectively.

The Human Resources function of the Company continues to serve as a trusted partner to the business, driving initiatives with effectiveness, impact, and influence. The HR team remains committed to building individual and organisational capabilities, while embedding robust, scalable people practices and processes.

While the Company aspires to scale new heights, the spirit of the Murugappa Group as articulated in the Values and Beliefs-The Five Lights - continues to guide the Company's behaviors and decisions.

The programs for reinforcement of values amongst employees which commenced during the previous financial year continued across Strategic Business Units. Through interactive workshops, employees were encouraged to reflect on their personal values, understand the Five Lights more deeply, and translate them into everyday workplace actions. This effort demonstrates continued commitment to nurturing a cohesive, value-led culture across the organisation.

To further recognise and celebrate those who embody these values, the Company continued the conferment of SHINE Awards under categories of Integrity, Passion, Quality, Respect and Responsibility - a values-based recognition platform. Open to all, the process empowers every employee to nominate someone across the system who exemplifies what it means to truly live the Five Lights at work. The winners are celebrated at an exclusive event annually.

As a first step to strengthening the organisation capabilities required to embark on an ambitious growth journey, the senior leadership team was strengthened with fresh talent. This included the on-boarding of the CFO, the Head of IT and the Head of HR. Two new leadership positions - the Head of Safety and the Head of Manufacturing Centre of Excellence - were created and filled with seasoned professionals.

During the year, the Company launched a leadership development initiative for entry-level professionals - the Emerging Leaders Programme (ELP). The program aims to build a strong pipeline of future-ready leaders through a holistic curriculum.

Participants were selected based on their consistent performance, potential, and aspirations using inputs from talent identification exercises, individual development plans, feedback from reporting managers. The curriculum includes functional learning, behavioral development, and a capstone project focused on real-time business challenges. To reinforce a culture of coaching and growth, a dedicated intervention titled "Manager as a Coach" is also being introduced for the participants' reporting managers.

Through a blended learning journey, ELP focuses on enhancing self-awareness, building business acumen, and preparing leaders to take on larger responsibilities - positioning them to drive the Company's next phase of growth.

The Company continued its Campus To Corporate Program to on-board fresh talent from campuses. Christened YOLO (Your Own Learning Opportunities), the year-long development journey is designed to support this transition through role grooming, capability building, function orientation, and preparation for future roles.

This year, YOLO was extended beyond Graduate Engineering Trainees (GETs) and Post Graduate Engineer Trainees (PGETs) to also include Management Trainees (MTs), with tailored journeys to suit the unique requirements of each role.

Learning & Development plays a strategic role in building a future-ready workforce. In an ever-evolving business landscape, L&D efforts this year focused on three core areas: Leadership Building, High-Impact Programs, and Need-Based Interventions aligned with business priorities.

The L&D team partnered closely with business leaders to identify critical learning needs and design contextualised, business-linked interventions. The resulting programs supported strategic themes such as productivity improvement, organisational effectiveness, people capability enhancement, and succession planning. The interventions also included functional programs such as Design of Experiments, 8D Problem Solving, Cost-Effective Automation (CEA), and Design for Manufacturing (DFM). On the behavioural front, sessions were conducted on Driving Innovation, Collaboration & Team Synergy, Influencing Skills, and Decision Making.

The Company also adopted digital platforms and tools to deliver scalable, engaging, and on-demand learning experiences. This has allowed greater flexibility, reach, and personalisation in the programs, ensuring that learning is accessible and impactful across roles and levels. By integrating business strategy with modern learning practices, the Company continues to invest in building strong leaders and skilled talent to power long-term growth.

Based on the insights from the Orgvantage survey, business teams initiated targeted action plans to strengthen leadership and culture within the organisation. Focused sessions have been conducted, with emphasis on collaboration, trustworthiness, empathy, conflict resolution, and accountability. Progress is being actively tracked through regular reflections on critical behavioural shifts.

To reinforce a performance-driven culture across the organisation, the Company has implemented a comprehensive Performance Management and Reward System aligning individual performance with strategic business goals.

The goal-setting process for FY 2024-25 and the performance appraisal process for FY 2023-24 enabled employees to operate with clear, measurable objectives aligned with business goals, and to receive timely and structured performance feedback.

Every quarter, the Company recognises and rewards employees across functions for completed projects in the previous quarter. These projects include Cost Saving, First Time Right, New Product Introduction establishment, Sales topper (region-wise), Best support to business, Best New Product Introduction / New Product Development Launch and Process improvement projects.

CUFEST, the Company's Annual Best Practices Festival, was hosted this year by the business teams from the plants at Hosur. CUFEST continues to serve as a vibrant platform that celebrates excellence, innovation, and best practices across the businesses and geographies especially in the areas of manufacturing, quality, engineering as well as safety and sustainability. This flagship event combines spirited competition with recognition, drawing enthusiastic participation from employees across the Company, its Subsidiaries, and Associates.

The event featured a wide range of competitive categories, including Small Group Activity (SGA), Suggestions, Kaizen, Cross Functional Teams (CFT), Safety, Sustainability, Engineering Excellence, and 5S. Each entry was evaluated by a distinguished jury comprising prominent industry experts, ensuring a rigorous and credible assessment process. Over a 100 winners were recognised across various categories, showcasing the depth of talent and innovation within the organisation.

Instituted in memory of the late Shri M.M. Muthiah, former Managing Director of the Company, this award celebrates Business Units that exemplify the consistent pursuit of business excellence. Shri Muthiah laid the foundation for many of the Company's transformative initiatives.

At the Company, maintaining cordial employee relations is a key priority in fostering a positive, collaborative, and high- performing work environment. The Company focuses on building trust and engagement through open communication, consistent employee recognition and appreciation, effective conflict resolution mechanisms, work-life balance initiatives, training and development opportunities, fair and transparent treatment, employee involvement and empowerment, as well as social and recreational activities that strengthen camaraderie.

This year, the Company successfully concluded Long term settlement and Annual Wage settlement agreements in two units to further strengthen industrial harmony.

A robust and effective communication function plays a pivotal role to align people to the organisation's purpose and build a collaborative culture. In the past year, there has been a clear rhythm and channels to enable connection and collaboration from the shop floor to the Board room. Each initiative has a defined frequency thus establishing a communication rhythm to engage, build trust and alignment.

CUMI Samachar: Quarterly business update which contains highlights and a quote from each Business Head worldwide.

Social Media Management - LinkedIn: The Company redefined the Company's social media strategy with a focus on people and brand-centric messaging. Through a mix of employee stories, product highlights, interviews, and brand updates, the Company successfully enhanced its digital presence and strengthened brand visibility among the target audience.

Communication Town Halls: The Managing Director's half-yearly organisation-wide communication meetings for a global audience continued during the year

The Company continued to be a proud recipient of several awards and recognitions reiterating its commitment to excellence.

The Company has been conferred the distinguished Golden Peacock Award in Risk Management (GPARM). This prestigious recognition has been granted by the Institute of Directors (IOD) through a rigorous self-assessment and a multi-tier independent assessment procedure

Abrasives business being conferred-"Silver Medal" at National Award for Manufacturing Competitiveness, the Electrominerals business obtaining, IEI Industry Excellence platinum award 2024 in the category of Engineering, Manufacturing & Processing and Kakkanad plant receiving Safety Award 2024 from Kerala Safety Council, Ceramics Business Sustainability Award from Schneider Electric for significant reduction in Carbon footprint, and won "Bronze" Category in the CII EHS Excellence Competition.

The total staff on rolls of the Company (including Joint Ventures and Subsidiaries) as at 31^st March 2025 was 6260 with 4004 employees in India (previous year 6191 with 3806 employees in India)

The Russian subsidiary recorded sales of 9403 million rouble against 9716 million rouble during the previous year. Until 9 months ending December 2024, the Company's operations were slightly better compared to last year. They delivered a growth of 2.2%, in rouble terms, in the first nine months of FY 25. As per the press release of United States (US) Department of State dated 10^th January 2025, a set of companies which includes Volzhsky Abrasive Works (VAW), the subsidiary company has been designated as "Specially Designated Nationals and Blocked Persons" list (SDN list), part of the US Department of the Treasury's Office of Foreign Assets Control (OFAC), for operating or having operated in the manufacturing sector of the Russian Federation economy. As a result of the designation, VAW's business in Q4 FY 25 was impacted. VAW delivered a profit before tax of 1777 million rouble in FY 25 (without exception) against 2132 million rouble in FY 24. As a result of the inclusion in SDN list, VAW has not been able to receive payment from its customers or withdraw deposits using USD and/ or Euro. Hence a charge in Profit and Loss account, under the head exceptional item before tax amounting to Rs.1041 million in Q3 FY 25 which relates to the value of receivable in US dollars and Euro including the deposits in US dollars in VAW's books outside of the CUMI group was made. This resulted in 100% provision on the carrying value of the foreign currency receivables and deposits in VAW's books outside of the CUMI group.

Foskor Zirconia, South Africa, recorded a sale of ZAR 415 million compared to ZAR 379 million in the previous year. This represents a growth of 9%, majorly driven by growth in volumes. The loss after tax stood at ZAR 27 million against ZAR 16.7 million in the previous year.

In CUMI Australia, the business in Lined Equipment continued to be good. The Subsidiary's revenues dropped slightly from AUD 34.7 million to AUD 33 million due to capex deferment by key customers. Profit after tax was AUD 3.2 million against AUD 4.9 million during last year.

Sterling Abrasives reported small decline in revenues at Rs.1338 million, compared to last year's sales of Rs.1410 million. Profit after tax increased to Rs.142 million from Rs.139 million. The exports segment did well, whereas domestic business was slightly impacted due to the slowdown in the Agro business.

Post the conscious call of tapering down the operations in CUMI Abrasives and Ceramics Company Limited (CACCL), the subsidiary in China, the market is being served directly from India.

CUMI America Inc. achieved sales of USD 19 million as against USD 20 million last year. The Ceramics segment performed well, while Abrasives delivered softer performance. The profit after tax decreased from USD 2.1 million to USD 1.7 million.

For CUMI Middle East, sales decreased from USD 0.4 million to USD 0.02 million. Loss for the year was at USD 0.02 million against a loss of USD 0.15 million during the previous year.

Southern Energy Development Corporation Limited (SEDCO), the gas, and solar-based power generation subsidiary, recorded a sale of Rs.297 million as against Rs.327 million last year. The business made a loss after tax of Rs.11 million as compared to loss after tax of Rs.122 million during last year. During the year, business took a conscious call of not renewing the ONGC gas supply contract which expired on 31^st December, 2024, due to rising gas prices and operational costs. The focus will be more on solar business going forward.

Net Access India Limited, which provides IT facility management and other allied services grew from Rs.573 million to Rs.597 million, representing a growth of 4.2%. The profits de-grew from Rs.33.9 million to Rs.22.9 million.

CUMI International Limited, Cyprus recorded a dividend revenue of USD 4.4 million as against last year's of USD 4.9 million.

CUMI Europe s.r.o. is not in operation.

PLUSS Advanced Technologies Limited (Consolidated) recorded a revenue of Rs.806 million as against Rs.617 million for the previous year and loss after tax for the year was at Rs.36 million as against Rs.31 million.

CUMI Awuko Abrasives GmbH achieved a sale of €10.1 million in FY 25. This is a growth of 10% when compared to last year. The losses before tax on full year basis were at €6.6 million compared to €3.3 million during FY 24. The difference is majorly due to one-time gain in FY 24 and inventory provisioning in FY 25. Besides this, the company has also stopped taking the deferred tax credit for FY 25 and also reversed €3.5 million of deferred tax assets as of FY 24. So, in total, on full year basis, loss after tax is €10.2 million in FY 25 against €2.3 million in FY 24.

Rhodius Abrasives GmbH (Consolidated) achieved net sales of €67 million compared to €63 million during FY 24. This represents 5.5% growth over last year. This was mainly due to volume growth. Rhodius incurred loss after tax of €0.2 million against loss after tax of €1.5 million in last year. So, the losses have come down significantly. Excluding PPA write off of €2.8 million, Rhodius delivered profit after tax of €1.8 million.

Silicon Carbide Products LLC was acquired during the year at an enterprise valuation of USD 6.66 million with 100% stake. Silicon Carbide Products Inc. (SCP) specialises in manufacture of high-quality Nitride Bonded Silicon Carbide (NbSiC) products and are widely recognised for their advanced firing and forming processes. This acquisition aligns with the Company's strategic expansion plans, and offers synergies in market access, technology capabilities, and raw material supply opportunities. Post acquisition, SCP recorded sales of USD 1.8 million and profit after tax of USD of 0.06 million.

The Company has been able to continuously add value, the summary of which is given below:

• Gross value added is Revenue Less Expenditure (excluding Depreciation + Expenditure on Employees & Directors' service + Long term interest)

• Payment to Government is Current tax

• Towards replacement and expansion is Retained earnings + Depreciation + Deferred tax.

The Company has constituted a Risk Management Committee aligned with the requirements of the Companies Act, 2013 and Listing Regulations. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of this Report.

The Company has a robust Enterprise Risk Management process to identify, evaluate and mitigate risks impacting business including those which may threaten the existence of the Company. This framework seeks to create transparency, minimise adverse impact on the business objectives and enhance the Company's competitive advantage.

This also defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risk trends, exposure, and potential impact analysis at a Company level as also separately for the business segments. The Company also has developed a structured risk management policy encompassing the risk management objectives, principles, process, responsibility for implementation, maintenance of risk registers, review of risk movements, risk reporting framework etc.

The Risk Management Committee continued to review the risks and mitigation plan as per the adopted Charter and Risk Management Policy. The Enterprise Risk Management (ERM) framework is completely automated. While the Committee continued to review the risks and mitigation plan as per the adopted Charter and Risk Management Policy.

During the year, the refresh of the risk framework is being taken up in order to align it with the recent developments in external environment including geo - political and the business challenges faced. This work is in progress with the involvement of external expertise. The Cyber security framework developed is aligned with the overall digital strategy and roadmap and has been identified for transformation as part of Long term strategy. This IT security framework is commensurate with size and operations of the Company and the implementation of the framework is in progress and will extend to global entities in a phased manner.

Uncertainty stemming from global developments constitutes a key risk for India's growth outlook for the coming year. The perception of prolonged uncertainty may cause sluggishness in economic growth projections, while long term growth is driven by macroeconomic stability, resilient external sector, declining fiscal deficit, easing inflation and high consumption expenditure. With this background, the Company is well aware and taking appropriate steps through scenario planning for business continuity and resilient growth while tapping potential new business opportunities.

Risk management also forms an integral part of the Company's business plan and Long Term strategy.

The Company operates across various technology platforms and product verticals built over the years. Relative advantages and disadvantages of such technologies are studied and advances are tracked. Any new technology may impact the performance of the Company in the long run. The Company seeks to address these technology gaps through continuous benchmarking of the existing manufacturing processes with developments in the industry and in this connection has made arrangements with technical research institutions and technology consultants.

The requirements of power for the Company are majorly driven by the requirements of the Electrominerals business. The power requirement is partly met out of own generation from the Maniyar Hydroelectric plant. The entire production of power from Maniyar is utilised by the Electrominerals business. The rest of the requirement for electricity is managed by purchase from respective State Electricity Boards. Utilisation of power remains one of the key factors which can impact profitability either favourably or adversely based on the changes in the power cost. Pending the extension of the tenure for the hydroelectric project in Kerala and the closure of the gas based electricity business in SEDCO, the Company continues to look for opportunities to add to its captive power generation including green power in terms of Solar.

Recently, Electrominerals business has commissioned a 1.8 MWp ground mounted solar power system at its plant in Edappally. The business has also signed a power purchase agreement for uninterrupted power supply of upto 10 MW capacity through hybrid mode. In parallel, businesses are exploring to increase the share of cleaner sources of energy through similar power purchase agreement with third parties in India. The requirement of fuel is driven by the high-temperature processes in the Abrasives and Ceramics businesses and any increase in the cost of fuel impacts profitability. Hence, the Company has put in place plans and implemented energy conservation measures to improve its competitiveness. Kindly refer Annexure D of the Directors' Report for energy conservation measures undertaken.

The Company uses various raw materials such as Bauxite, Calcined Alumina, Zirconia sand, Quartz and Graphite which have high price volatility. This is addressed through annual contracts to cover volatility due to price fluctuations and also mitigated through programs to identify alternative sources. The price volatility is also addressed by moving towards index based pricing. The severe price discrimination in the markets caused by players in geographies outside India is impacting the business and there is a need for suitable policy interventions to protect the local manufacturers. The changes in geo-political situations affects the sources of supply and plant capacity utilisation. This risk is being mitigated by reducing dependency of legacy products and by accelerating product development for new and emerging applications. This risk is also addressed by developing those specialty products through existing domestic players.

The high dependency on a few large customers leading to concentration risk, with loss of one or more customers could lead to substantial drop in revenues. To address this, derisking strategies have been formulated as part of long-term strategy by identification of multiple pathways for growth including new emerging applications thus reducing dependency on one or two segments / customers

The Company deals with multiple currencies and is thus exposed to exchange risk on account of adverse currency movements. Foreign Exchange risk in foreign currency denominated loans, imports and exports is mitigated by adopting a country-based forex policy, periodic monitoring and use of hedging instruments. Efforts are being taken to manage both exports and imports to ensure that at a Company level, there is a natural hedging mechanism.

As a risk mitigation measure to address cyber security threats, the Company does quarterly penetration assessment testing for all internal and internet-facing applications. The security threat awareness is periodically published to create awareness among employees and stakeholders for handling the risk proactively. The security process is included as an important step in the IT policy of the Company. There is a considerable amount of work undertaken on scoping of information specific to the role defined to prevent any data or information leak, through continuous monitoring on the business-critical IT assets. As a part of cyber security initiatives, data security and protection against the risk of phishing and malware attacks were given priority. Awareness mailers were disseminated across to mitigate risk of such attacks, and a requisite infrastructure upgrade to support the remote working conditions in a secured manner was initiated.

As mentioned earlier, the Company has established a cybersecurity framework as a part of its IT Strategy. The Company is partnering with external expertise to assist in deployment of this framework for both IT and OT capabilities.

The Company's input materials are not commoditised and do not warrant any specific hedging to be undertaken. With respect to output materials, adverse impact of changes in commodity prices on user industries could impact the sales which are mitigated by the development of alternate products, establishing a new range of applications etc., as detailed above. The other mitigation measures for dealing with increase in fuel costs, non-availability of raw materials etc., have been dealt with separately in above paragraphs.

The priority for the Company continues to be the safety and health of all its employees and other stakeholders with minimal disruption to operations.

The risks across operations, human resources, IT, supply-chain etc., which were identified earlier and which could potentially impact in the event of an emerging variant or any subsequent pandemic and the mitigation plans continue to be on the risk radar of the Company.

India's economy is expected to grow between 6.4% and 6.8% in the financial year 2025-2026, supported by strong economic indicators. The government's continued focus on infrastructure is set to drive further expansion. The Production Linked Incentive (PLI) scheme remains a key driver of growth, attracting major investments, especially in electronics manufacturing. Recent developments under the scheme are expected to help India strengthen its position in global manufacturing. Additionally, the National Logistics Policy aims to make transportation and supply chains more efficient, cutting costs and improving productivity across industries. While global uncertainties and trade challenges remain, India's strategic policies and economic reforms put it in a strong position to sustain steady growth in 2025-2026. These initiatives are well-aligned with the Company's core businesses. In the Abrasives segment, alongside strengthening distribution channels, emphasis remains on developing innovative and cost-competitive products. The Electrominerals business would focus on expanding exports coupled with building a speciality and transformational products portfolio. Business would be investing in its chosen areas to augment its capacity in fused Aluminas and Zirconia, commitment to clean energy and sustainability, infrastructure for expanding sales to US and Europe, capturing new business opportunities in Thermal spray, Semi-conductors, Defence, Digital etc., to drive its next phase of growth. The Industrial Ceramics business remains firmly focused on its core segment of Power and Energy Systems, where the outlook is strong across both generation and distribution. The rising demand from AI data centers is creating significant opportunities in areas such as Solid Oxide Fuel Cells, thermal energy systems, and power distribution infrastructure. While the mining and metals sector - a key driver for the Wear-Resistant Ceramics business - saw subdued activity in Australia and India, demand from North America remained robust. In addition, the division is making a strategic pivot toward emerging segments such as Semiconductor Wafer Fab Equipment, Healthcare Equipment, and other high-potential areas. These sectors are being actively supported by Production Linked Incentive (PLI) schemes and other government initiatives, offering new avenues for growth. The demand for the Company's range of refractories is anticipated to grow steadily over the next five years, driven by expansion of key end-use industries such as steel, glass, carbon black, petrochemicals and emerging segments like energy storage, power generation from waste. Infrastructure development, increased demand for energy, defence & aerospace will drive greater use of composite materials.

The Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 and no amount of principal or interest was outstanding as on the Balance Sheet date.

The particulars of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 are given below:

*includes fair valuation effect

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and Regulation 23 of the Listing Regulations, the Company has a Policy for dealing with Related Parties. This Policy was amended during the FY 2024-25 in line with the revisions laid down in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024, dated 13^th December 2024 mainly pertaining to exempting the managerial remuneration from the related party transactions and provided provision for ratifying the related party transactions entered without Audit Committee's approval.

The Company reviews its Related party transactions duly factoring the processes and procedures established in line with the regulatory requirements.

The Company is also updating its reporting mechanism in line with the recently released Industry Standards dated 14^th February 2025 for disclosures relating to Related Party Transactions which will come into effect from 1^st July 2025. All the stakeholders including the subsidiary companies have been sensitized about this recent development and awareness sessions are being held for aligning the reporting mechanism to the revised requirement.

The Company's Policy on Related Party Transactions is available on the Company's website https://www.cumi-murueappa. com/wp-content/uploads/2025/04/Policy-on-Related-Party- Transactions.pdf

In line with its policy, all Related Party transactions both under the Companies Act, 2013 as well as the Listing Regulations are placed before the Audit Committee for its review and approval. Prior approval of the Committee is obtained on a quarterly basis for transactions that are foreseen and are repetitive in nature. Omnibus approvals in respect of transactions that cannot be foreseen are also obtained as permitted under the applicable laws and the thresholds are periodically reviewed. The list of Related Parties is reviewed and updated periodically as per the prevailing regulatory conditions. Considering the enhanced regulatory purview of monitoring the related party transactions at the

subsidiary level, compliance awareness sessions continue to be conducted across the organisation including the subsidiaries as well as establishment of a reporting framework by the subsidiary companies, both overseas and domestic.

The details of transactions proposed to be entered into with Related Parties are placed before the Audit Committee for approval on an annual basis before the commencement of the financial year. Thereafter, a statement containing the nature and value of the transactions entered into by the Company with Related Parties is presented for quarterly review by the Committee. Further, revised estimates or changes, if any to the proposed transactions for the remaining period are also placed for approval by the Committee on a quarterly basis. Besides, the Related Party transactions entered during the year are also reviewed by the Board on an annual basis.

At the Audit Committee meeting held on 19^th March 2025, the estimated transactions of the subsidiary companies with their Related Parties as well as those envisaged with the Related parties of the Company were placed before the Audit Committee of the Company. The approval of estimates and revisions to this list of transactions is conducted in the subsidiary companies in the same manner as done for the parent Company (detailed above). The details in the new format as specified under the Industry standards will be provided for the transactions to be approved by the Audit Committee after 1^st July 2025.

All transactions with Related Parties under the Companies Act, 2013, entered during the financial year were in the ordinary course of business at arm's length and hence, no particulars are required to be entered in the Form AOC-2. Further, all transactions entered into with Related Parties during the year even at arm's length basis in the ordinary course did not exceed the thresholds prescribed under the Companies (Meetings of Board and its Powers) Rules, 2014 or Listing Regulations or the Company's Policy in this regard and hence, no disclosure was required to be made in Form AOC-2. Accordingly, there are no contracts or arrangements entered into with Related Parties during the year to be disclosed under Sections 188(1) and 134(3) of the Companies Act, 2013 in Form AOC- 2. The form is enclosed as Annexure E to this report.

There are no materially significant Related Party transactions made by the Company with its Promoters, Directors, Key Managerial Personnel or their relatives which may have a potential conflict with the interest of the Company at large.

The Company's policy on dealing with Related Parties as approved by the Board is available on the Company's website at the following link https://www.cumi-murueappa.com/wp-content/ uploads/2025/04/Policv-on-Related-Partv-Transactions.pdf None of the Directors and KMPs had any pecuniary relationship or transaction with the Company other than those relating to remuneration in their capacity as Directors/Executives and corporate action entitlements in their capacity as shareholders of the Company.

The Corporate Social Responsibility (CSR) activities undertaken by the Company emanate from the principle, "towards prosperity in harmony with people and planet". The Company believes that social responsibility is not just a corporate obligation that has to be carried out, but rather an opportunity to make a difference. All the CSR programmes are aimed at inclusive growth and sustainable development of the community. The Company's core CSR activities continue to be focused on Healthcare, Education and Skill development.

The Company continues to engage in Corporate Social Responsibility activities directly as well as through implementation agencies registered with the Central Government, in line with its stated CSR policy.

The economic growth of India has gained considerable momentum in the last two decades and the manufacturing sectors have shown a great deal of buoyancy. However, despite the vast young population, there is a huge mismatch between the skill requirement for the industries and available skilled manpower. The huge number of people entering industrial employment every year and their low preparedness vis-a-vis the growing demand for skill is a concern to be addressed and in this area, the Company has much earlier than the mandated CSR established direct CSR programme(s) for skill development of the youth from underprivileged sections of the community.

The CUMI Centre for Skill Development (CCSD) was initially set up during the year 2012 in Hosur, to build a skill bank of a technically competent and industry-ready workforce from the less privileged sections of the society. During the FY 2015-16, the Company replicated this model in Edapally, Kochin. CCSD provides specialised training based on the National Council on Vocational Training syllabus for rural youth drawn from socially and underprivileged sections of society.Three-year training is imparted with a stipendiary payment and free boarding facilities, thus enabling the enrolled students to earn while they learn. The job-oriented skill training enhances their employability and aids in uplifting their socio-economic status. The technically trained students can be employed by any industrial entity once they complete the training programme. The Company takes pride in informing that some of the students of CCSD have earned accolades at national/regional level for their par excellence performance in academic and technical areas.

In addition to CCSD, the Company has also been contributing to the cause of health and education by making grants to AMM Foundation. Further, during the year, grants were also made to Shri AMM Murugappa Chettiar Research Centre (MCRC) for research in environmental studies.

During the year, the CSR activities through agencies in the healthcare sector, Education and Environment study which involved grants for:

Support to Sri Sathya Sai Sanjeevani Hospitals: The Company continued its support in conducting pediatric cardio surgeries at Sri Sathya Sai Sanjeevani Hospitals established by Sri Sathya Sai Health Education Trust primarily to address pediatric congenital heart diseases by providing free medical support including surgery to the needy children from economically weaker sections. The support of the Company benefitted 21 children last year.

Support to G.Kuppuswamy Naidu Memorial Hospital Trust, Coimbatore: The Trust had been set up in 1948 and in the year 1952 established a not for profit hospital. The Oncology department of the hospital is well established and caters to the needs of treating nearly 60-70 children under the pediatric oncology department. This is provided free of cost for children between the ages of 0 to 18 years from less privileged sections of society. The support of the Company was used for the benefit of 27 children.

Support to Dr. A.K. Cherian Memorial Charitable Society, Kochi: The society promotes and establishes cleft surgery of the highest standard in Kerala at St. Thomas Hospital, Malakkara as a dedicated service to the public with free of charge treatment. During the year the Company supported in purchasing a dialysis unit for the Kochi centre.

Support to The Cachar Cancer Hospital Society: The society runs the Cachar Cancer Hospital and Research Centre which is a Scientific and Industrial Research Organisations (SIRO) recognised by Department of Scientific and Industrial Research (DSIR) (Government of India) a non-profit, comprehensive cancer centre situated on the outskirts of Silchar in the Barak valley of Assam on land provided by the Government of Assam. It was established in 1996 and is administered by a non-profit society registered in 1992 under the Societies Registration Act - The Cachar Cancer Hospital Society. The hospital today treats over 5000 new and 25,000 patients on follow up basis every year. 80% of the patients are daily wage earners (often the only earning member), agricultural or tea garden workers and have large families to support. During the year, the Company supported in purchasing a 4K camera for use in laparoscopic procedures, to perform minimally invasive surgeries for cancer patients.

Support to IITM AMOLED Research Center: The AMOLED Research Center-IIT Madras aims to develop next generation AMOLED displays for smartphones, tablets, watches and wearables. The centre is a National Centre of Excellence. The centre has researchers from various fields working on developing the displays. The centre consists of a state-of-the-art cleanroom which houses fabrication and characterisation equipment. Under Schedule VII ix(a) any contribution to Indian Institute of Technology (IITs)-engaged in conducting research in science, technology, engineering and medicine aimed at promoting Sustainable Development Goals (SDGs) are considered as CSR. During the year, the Company has supported the centre to meet its operational expenses.

The grant to AMM Foundation towards Education sector was through contributions to Vellayan Chettiar Higher Secondary School, Tiruvottiyur (VCHSS) - which has been making a difference in the field of education for over 50 years. The school runs with the vision - to provide Quality Education with good virtues, for the underprivileged and marginalised communities around Tiruvottiyur.As part of skill development, a CSR Spend was made towards, Murugappa Rising Talent Scholarships. This initiative aims to nurture young athletes and empower coaches from Southern India, focusing on sports like badminton, tennis, and para-athletics.

Shri AMM Murugappa Chettiar Research Centre (MCRC), Chennai is a non-Governmental voluntary, non-profit research organisation, established in 1973 and registered under the Societies Registration Act of 1860. MCRC is recognised by the Department of Scientific and Industrial Research (DSIR), Government of India, as an independent Scientific and Industrial Research Organisation (SIRO). MCRC was a Technology Resource Centre for Council for Advancement of People's Action and Rural Technology (CAPART), Government of India and continues to strive for Excellence in Rural Development under Department of Science and Technology (DST) Core Support Programme.

MCRC strives to develop sustainable solutions using appropriate science and technology interventions with key focus areas of Food, Energy and Environment for the Development (FEED) of rural India. To realise this goal, the Centre has been working on research programmes that focus on minimisation of chemicals and water use in agriculture, effective utilisation of bioresources including microbials and creating wealth from waste for development of eco-friendly products.

During the year, the Company supported MCRC for Research and Development on Soil Health Management for sustainable agricultural practices in Soil Testing and Crop Advisory services.

Apart from the above, the Company undertook local community assistance programmes that various plant locations which included Education & Child development, Health care, Youth empowerment, Women empowerment, Educational sponsorships of underprivileged children, livelihood programs for women, sports, recreation, and support for basic infrastructure for the public utility and schools, etc.

The Company's CSR policy is available on the Company's website at the following link https://www.cumi-murueappa.com/wp- content/uploads/2024/02/CSR-Policy-2021.pdf The report on the CSR activities in the prescribed format is annexed hereto as Annexure B and forms part of this Report.

The Company in line with the Companies Act, 2013, formulated an annual action plan, which was approved by the Board of Directors, in pursuance of the CSR Policy of the Company, based on which spending on CSR activities were undertaken for FY 2024-25. The Company spent Rs.77.70 million along with the set-off of Rs.0.68 million meeting the CSR spend for the year i.e., Rs.78.38 million towards CSR activities and no amounts remain unspent at the end of the year. The Company has an excess spend of Rs.0.15 million which could be carried forward for next three financial years.

As at 31^st March 2025, the CSR spend made directly and through implementing agencies has been utilised in full and hence, the Company is in compliance with the provisions of Section 135 of the Act and the rules referred therein.

BRSR reporting typically highlights the Company's commitment to responsible business practices, environmental sustainability, social impact, and governance (ESG) practices.

SEBI, vide its circular dated 10^th May 2021, made BRSR mandatory for the top 1000 listed companies (by market capitalisation) from fiscal 2023, while disclosure was voluntary for fiscal year 2022. SEBI has mandated an assessment or assurance of the specified parameters on this Report to be sought by the top 250 companies. As on 31^st December 2024, the Company does not fall within the top 250 companies and hence the assessment or assurance of the specified parameters for FY 2024-25 is not applicable.

The Business Responsibility and Sustainability Report for the year ended 31^st March 2025 in terms of Regulation 34(2) of the Listing Regulations is annexed to this Report as Annexure C and is also available on the Company's website.

As at 31^st March 2025, the Board of the Company comprised 7 (Seven) Directors of which majority 4 (Four) are independent.

Mr. M M Murugappan, Director, retires by rotation at the forthcoming Annual General Meeting and being eligible has offered himself for re-appointment. A proposal for his re-appointment is included in the Notice convening the 71^st Annual General Meeting for consideration and approval by the shareholders.

Further, during the year, Mr. Sanjay Jayavarthanavelu, Mr. Aroon Raman on 31^st July 2024 and Mrs. Soundara Kumar on 2^nd August 2024 retired from the Board after serving their respective terms of office as Independent Directors. Mr. Sriram Viji and Ms. Usha Rajeev were appointed as Independent Non-Executive Directors and Mr. Muthiah Murugappan Muthiah was appointed as a Non-Executive Director effective 1^st August 2024. The Board places on record its sincere and deep appreciation for the services rendered by Mr. Sanjay Jayavarthanavelu, Mr. Aroon Raman and Mrs. Soundara Kumar during their term as Directors of the Company.

The Company has received declarations from all its Independent Directors as at 31^st March 2025, confirming that they meet the criteria of independence prescribed both under the Companies Act, 2013 and the Listing Regulations. In the opinion of the Board, all the Directors appointed/re-appointed during the year are persons with integrity, expertise and possess relevant experience in their respective fields. The skill matrix of the Board is detailed in the Corporate Governance Report forming part of this Report.

All the Independent Directors of the Company have registered their names in the Independent Director Databank as required under the Companies Act, 2013 and the Rules referred therein. The Independent Directors are also required to take up an online proficiency self-assessment test within two years from the date of inclusion of their name in the Independent Directors' databank with an exemption provided to Directors fulfilling the criteria prescribed under the Act and the Rules referred therein. The completion of the online proficiency self-assessment test is exempted for most of the Directors. Mr. P S Raghavan has completed his proficiency self- assessment within the timelines.

As on the date of this Report, Mr. Sridharan Rangarajan, Managing Director, Mr. Sushil Kishor Bendale, Chief Financial Officer and Ms. Rekha Surendhiran, Company Secretary are the Key Managerial Personnel of the Company as per Section 203 of the Companies Act, 2013.

During the year, 8 (Eight) Board Meetings were held, the details of which are given in the Corporate Governance Report.

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees as per the evaluation framework adopted by the Board on the recommendation of the Nomination and Remuneration Committee. Structured assessment forms were used in the overall Board evaluation comprising key aspects of the Board's functioning including its structure, composition, effectiveness, meeting cadence and quality of discussions, strategic oversights, governance practices, financial reporting, integrity, internal control mechanisms, and risk management practices. The evaluation of the Committees was based on their terms of reference fixed by the Board besides parameters such as the frequency of meetings, quality of deliberations, and effectiveness in discharging responsibilities and making meaningful contribution etc.

Separate questionnaires were used to evaluate the performance of individual Directors on parameters such as their level of engagement and contribution, objective judgement etc. The Managing Director's evaluation was based on leadership qualities, strategic planning, communication, engagement with the Board etc.

The Chairman was also evaluated based on the key aspects of his role which included leadership, ability to facilitate effective Board discussions, and overall governance contribution. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman, the Board as a whole and the Non- Independent Directors was carried out by the Independent Directors at their separate meeting held during the year.

The Board evaluation is secured, paperless process conducted in a confidential manner, in line with the Company's digital governance practices.

Pursuant to Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Committee of the Board has formulated the criteria for Board nominations as well as the policy on remuneration for Directors and employees of the Company.

The criteria for Board nominations lays down the qualification norms in terms of personal traits, experience, background and standards for independence besides the positive attributes required for a person to be inducted into the Board of the Company. These criteria are aligned with the Company's commitment to having a diverse, competent, and effective Board.

Criteria for induction into Senior Management positions have also been laid down- ensuring a consistent leadership selection approach across levels.

The Remuneration policy provides the framework for remunerating the members of the Board, Key Managerial Personnel and other employees of the Company. This Policy is guided by the principles and objectives enumerated in Section 178(4) of the Companies Act, 2013 and reflects the remuneration philosophy and principles of the Murugappa Group to ensure reasonableness and sufficiency of remuneration to attract, retain and motivate competent resources, a clear relationship of remuneration to performance and a balance between rewarding short and long-term performance of the Company. The policy lays down broad guidelines for payment of remuneration to Executive and Non-Executive Directors within the limits approved by the shareholders. Further details are available in the Corporate Governance Report. During the year, the Board Nomination Criteria and Remuneration Policy was reviewed and amended in line with the SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 dated 12^th December 2024.

The Board Nomination criteria and the Remuneration policy are available on the website of the Company at https://www.cumi- murugappa.com/policies-disclosure/.

The Audit Committee of the Board comprises 3 (Three) members and all the members are Independent Directors. Ms. Usha Rajeev is the Chairperson and other members are Mr. P S Raghavan, and Mr. Sujjain S Talwar. During the year, 5 (five) Audit Committee meetings were held, the details of which are provided in the Corporate Governance Report. Mr. Sanjay Jayavarthanavelu (Chairman of the Committee) and Mr. Aroon Raman stepped down owing to their retirement.

In line with the requirements of the Companies Act, 2013, the Company, with the approval of the shareholders at the Annual General Meeting held on 1^st August 2022, re-appointed M/s. Price Waterhouse Chartered Accountants LLP (Reg. No. FRN 012754N/ N500016) (PW) as the Statutory Auditors of the Company to hold office from the conclusion of 68^th Annual General Meeting until the conclusion of the 73^rd Annual General Meeting (AGM) on a remuneration of Rs.62,50,000/- (excluding out of pocket expenses incurred by them in connection with the Audit and applicable taxes) for the FY 2022-23 and the remuneration decided by the Board for the subsequent years based on the recommendation of the Audit Committee.

As required under Regulation 33 of the Listing Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Report given by M/s. Price Waterhouse Chartered Accountants LLP on the Financial Statements of the Company for the year ended 31^st March 2025 is provided in the financial section of the Annual Report.

There are no qualifications, reservations, adverse remarks or disclaimers given by the Auditors in their report. The Auditors have in their Report commented on instances of audit trail not available in the Company to which the explanation is given below:

During the year under review, the Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013, and hence there are no details to be disclosed under Section 134(3) (ca) of the Act.

Pursuant to Section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 and amendments thereof, the Company is required to maintain cost accounting records in respect of products of the Company covered under CETA categories like Organic and Inorganic chemicals, Electrical or Electronic machinery, Steel, Plastic and Polymers, Ores and Mineral products, other Machinery, Base Metals etc. Further, the cost accounting records maintained by the Company are required to be audited.

The Board, on the recommendation of the Audit Committee, had appointed M/s. S Mahadevan & Co. (Firm No. 000007), Cost Accountants, Chennai to audit the cost accounting records maintained by the Company under the said Rules for the FY 202425 on a remuneration of Rs.5,00,000/-. Further, M/s. S Mahadevan & Co have been re-appointed by the Board to conduct the cost audit for the FY 2025-26 at a remuneration of Rs.5,00,000/- excluding out of pocket expenses incurred in connection with the audit & applicable taxes.

The Companies Act, 2013, mandates that the remuneration payable to the Cost Auditor is to be ratified by the shareholders. Accordingly, a resolution seeking the shareholders' ratification of the remuneration payable to the Cost Auditor for the FY 202526 is included in the Notice convening the 71^st Annual General Meeting.

M/s. R Sridharan & Associates, Practising Company Secretaries, Chennai was appointed as the Secretarial Auditor to undertake the Secretarial Audit of the Company for the FY 2024-25. The report of the Secretarial Auditor is annexed to and forms part of this Report as Annexure F. There are no qualifications, reservations, adverse remarks or disclaimers given by the Secretarial Auditor in the Report except the observation on compliance with Reg.24(1) of the Listing Regulations regarding the appointment of an Independent Director on the Board of M/s Volszkhy Abrasives Works, Russia, a material subsidiary of the Company as at 31^st March 2025.

M/s. Volzhsky Abrasive Works (VAW), a material subsidiary of the Company has been designated in the Specially Designated Nationals and Blocked Persons list from 10^th January 2025 by the OFAC. Consequent to this, as a part of the changes to the Board composition in VAW, Mr. P S Raghavan, Independent Director who was nominated to the VAW Board on 28^th November 2018, stepped down from the Board of VAW on 4^th February 2025. To mitigate the risk of a potential secondary sanction on the Company, its Directors and or associates/entities, the Board of the Company decided not to nominate any Director to the VAW Board as it could be perceived to be seen as providing Board services to a sanctioned entity which is not permissible under the US sanctions regime. Hence, in line with the decision of the Board of Directors, the Company has vide an application dated 14^th March 2025 made on 19^th March 2025 to SEBI, sought an exemption under Regulation 102(1) (e) of the Listing Regulations from meeting this requirement only with respect to VAW, as long as VAW continues to be in the SDN list of OFAC. The inability to nominate a Director on the Board of a sanctioned entity poses potential risks for the Company and the inability to meet the requirement of Regulation 24(1) with respect to only VAW is due to geo-political factors beyond the control of the Company. The application made to the Authority is under consideration as on date of the Report.

In line with the SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 dated 12^th December 2024, the Board of Directors at their meeting held on 12^th May 2025, based on the recommendation of the Audit Committee, proposed the appointment of M/s. Sridharan & Sridharan Associates as the Secretarial Auditor to hold office for a term of five (5) consecutive years from FY 2025-26 to FY 2029-30. The Proposal is placed for approval by the members at the ensuing Annual General Meeting.

In terms of Regulation 24A of the Listing Regulations, there is no material unlisted subsidiary incorporated in India. Material unlisted subsidiary for the purpose of this Regulation is a subsidiary whose turnover/net worth exceeds 10% of the consolidated turnover/net worth respectively of the Company and its subsidiaries in the immediately preceding accounting year. Hence, there is no requirement for a Secretarial audit to be conducted for any of the Company's subsidiaries in India.

The Compliance Management system, tracks compliances across the various factories and offices of the Company. The cloud based system has a comprehensive coverage of the various applicable laws including auto updation based on the regulatory changes from time to time.

In terms of Regulation 34(3) read with Schedule V of the Listing Regulations, a separate section on Corporate Governance including the certificate from a Practising Company Secretary confirming compliance is annexed to and forms an integral part of this Report.

Mr. Sridharan Rangarajan, Managing Director and Mr. Sushil Bendale, Chief Financial Officer have submitted a certificate to the Board on the integrity of the Financial Statements and other matters as required under Regulation 17(8) of the Listing Regulations.

Pursuant to the provisions contained in Section 134(3)(c) of the Companies Act, 2013, the Board to the best of its knowledge and belief and according to the information and explanations obtained by it confirms that:

• in the preparation of the annual accounts, for the financial year ended 31^st March 2025, applicable accounting standards have been followed and no material departures have been made from the same;

• the accounting policies mentioned in Note 3 of the Notes to the Financial Statements have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

• the annual accounts have been prepared on a going concern basis;

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

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

The Annual Return in Form MGT-7 is available at https://www.cumi-murueappa.com/annual-return/.

The 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).

The information on Energy Conservation, Technology Absorption, Expenditure incurred on Research & Development and forex earnings/outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed to and forms part of this Report as Annexure D.

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

The information on employees and other details required to be disclosed under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to and forms part of this Report as Annexure A.

Under the Company's Employee Stock Option Scheme 2007 (ESOP Scheme 2007), no Option grants have been made since February 2012 and all Options granted under the Scheme have been vested and accordingly exercised or lapsed. The Employee Stock Option Plan 2016 (ESOP Plan 2016) was implemented in February 2017 with the approval of the shareholders and currently governs the grant of options to employees. During the year, eligible employees were granted in aggregate 5,46,070 options under the ESOP Plan 2016. The disclosures with respect to options granted under the ESOP Scheme 2007 and ESOP Plan 2016 are contained in the Corporate Governance Report. Further, the disclosures relating to Stock Options as per Securities and Exchange Board of India (Share Based Employees Benefits) Regulations, 2014 as repealed at present and superseded by Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 read with the circular issued by SEBI on 16^th June 2015 have been provided on the Company's website and is available in the link https://www.cumi-murueappa.com/policies-disclosure/ . Both ESOP Scheme 2007 and ESOP Plan 2016 are in compliance with the Securities and Exchange Board of India (Share Based Employees Benefits) Regulations, 2014 as repealed at present and superseded by Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

No application under the Insolvency and Bankruptcy Code, 2016 (IBC) was made on the Company during the year. Further, no proceeding under the IBC was initiated or is pending as at 31^st March 2025. There was no instance of one-time settlement with any Bank or Financial Institution.

The Company has complied with provisions relating to the constitution of the Internal Complaints Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The disclosure in relation to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 for the FY 2024-25 is as below:

Number of complaints filed during the financial year: 1

Number of complaints disposed off during the financial year: 1

Number of complaints pending as on end of the financial year: Nil

The Board gratefully acknowledges the co-operation received from various stakeholders of the Company viz., customers, investors, channel partners, advisors, suppliers, government authorities, banks and other business associates during the year. The Board also places on record its sincere appreciation of all the employees of the Company for their commitment and continued contribution to the Company.