Exxaro Tiles Director Discussions


Dear Members,

Your Directors take pleasure in presenting the sixteen (16th) Annual Report and the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2023.

1. FINANCIAL RESULTS

The Companys financial performance for the year ended on 31stMarch, 2023 is summarized below:

Standalone (Rs In lakhs)

Consolidated ( lakhs)

Particular

Year Ended on 31st March 2023 Year Ended on 31st March 2022 Year Ended on 31st March 2023 Year Ended on 31st March 2022

Revenue from

Operations

31,709.25 32,533.84 31,709.25 32,533.84

Profit before Tax

1,016.34 2,615.20 1,013.53 2,614.84

Tax Expense

286.37 804.71 286.37 804.71

Profit After Tax (before Minority interest)

729.97 1,810.49 727.16 1,810.13

Other Comprehensive

Income/expenses

-1.01 -1.39 -1.01 -1.39

Net Profit for the Year

728.96 1,809.10 726.15 1,808.74

TRANSFER TO RESERVES

The Company has not transferred any amount to general reserves for F.Y. 2022-23.

DIVIDEND

To conserve liquidity for future business operations, Your Directors has not recommended any dividend for the financial year ended March 31, 2023.

DIVIDEND DISTRIBUTION POLICY

In terms of the Regulation 43A of the Listing Regulations the Board of Directors has formulated and approved Dividend Distribution Policy, which is available on the website of the Company at: https://www.exxarotiles. com/wp-content/uploads/2021/08/Dividend- distribution-policy_18082021_Exxaro.pdf.

2. PERFORMANCE HIGHLIGHTS

Your Directors have regret to inform you that as compared to the previous year, the revenue from operations of the Company decrease from 32,533.84 lakhs to 31,709.25 lakhs on standalone basis. During the year under review, the Company has earned Net Profit of 729.97 lakhs as against the Net Profit of 1,810.49 lakhs on standalone basis in the previous year. Your Directors expect to achieve better financial performance in the coming years.

During the under review, wholly owned subsidiary of the company has not started any business operation.

3. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there is no change in the nature of business of the company.

4. DIRECTORS AND KEY MANAGERIAL PERSONNEL Retirement by rotation

Pursuant to the provisions of section 152 of the Companies Act, 2013, Mr. Dineshkumar R. Patel (DIN: 01917917) will retire by rotation at the ensuing Annual General Meeting (AGM) of the Company and being eligible, offer himself for re-appointment. A detailed profile of Mr. Dineshbhai R. Patel, along with additional information required under Regulation 36(3) of Listing Regulations and Secretarial Standard on general meetings is provided separately by way of Annexure to the Notice of the AGM.

Appointment/cessation of Director and KMP

Mrs. Nidhi Gupta, Non-Executive Independent Woman Director of the Company resigned from the Board of DirectorsoftheCompanydueto herpersonal reason with effect from 1st April, 2022.The Board places on record its deep appreciation for the valuable contribution made by Mrs. Nidhi Gupta during her tenures as member of Board of the Company.

Mrs. Chitra Kirtivasan, has been appointed as an Additional Director designated as Non-executive Independent woman director of the Company w.e.f. 2nd April, 2022 for a period of 5 (Years) years. Her appointment was approved by the members at 15th Annual General Meeting of the Company held on 17th September 2022.

Mrs. Chitra Kirtivasan, Non-Executive Independent Woman Director of the Company resigned from the Board of Directors of the Company due to her personal reason with effect from 29th May, 2023. The Board places on record its deep appreciation for the valuable contribution made by Mrs. Chitra Kirtivasan, during her tenures as member of Board of the Company.

Mrs. Darsha Kikani, has been appointed as an Additional Director designated as Non-executive Independent woman director of the Company w.e.f. 29th May, 2023 for a period of 5 (Years) years on the terms and conditions as recommended by the Nomination &, Remuneration Committee and approved by the Board of Directors of the Company, subject to the approval of shareholders of the company.

The aforesaid appointments were made in compliance of applicable provisions of the Act and Listing Regulations.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on 31st March, 2023 are Mr. Mukeshkumar B. Patel, Managing Director, Kirankumar B. Patel, Wholetime Director, Dineshbhai R. Patel, Whole time Director and Mr. Himanshu P. Shah, Chief Financial Officer and Mr. Paras Shah, Company Secretary &,Compliance Officer. The resolutions for the appointment / re-appointment of all the Directors proposed for Shareholders approval along with their brief profiles as detailed in the Notice of AGM would be placed for your approval.

ANNUAL COMPLIANCE AFFIRMATION

Pursuant to the requirements of Regulation 26(3) of Listing Regulations, all members of the Board of Directors and senior management personnel have affirmed compliance with the code of conductfor Board of Directors and senior management Personnel.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have furnished declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (1)(b) of SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015. Furtherthere has been no change in the circumstances which may affect their status as Independent Director during the year under review.

MEETING OF BOARD OF DIRECTORS

During under review, 09 (Nine) Meetings of the Board of Directors were held in accordance with the provisions of the Companies Act, 2013 and rules made there under and the applicable secretarial standards. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report which forms part of the Annual Report of the Company.

STATEMENT REGARDING INTEGRITY, EXPERTISE AND EXPERIENCE OF INDEPENDENT DIRECTORS

In the opinion of the Board, the Independent Directors possess Excellent rating in respect of clear sense of value and integrity and have requisite expertise and experience in their respective fields.

As per the recent amendments of the Companies Act, 2013 the online proficiency self-assessment test to be conducted by Indian Institute of Corporate Affairs is exempted for the Independent Directors who have served a Company in such capacity for a total year not less than three years. Accordingly, the Companys Independent Directors have already passed online proficiency self-assessment test.

EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of the Directors individually. Feedback was sought covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance and the evaluation was carried out based on responses received from the Directors.

A separate exercise was carried out by the Nomination and Remuneration Committee of the Board to evaluate the performance of individual Directors. The performance evaluation of the Non- Independent Directors and the Board as a whole was carried out by the Independent Directors. The performance evaluation of the Chairman of the Company was also carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of its knowledge and ability, confirm that:

a) in the preparation of annual accounts for the financial year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2023 and of the profit of your Company for the year ended on that date;

c) 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 and for preventing and detecting fraud and other irregularities;

d) the accounts for the financial year ended March 31, 2023 have been prepared on a ‘going concern basis;

e) internal financial controls were in place and that such internal financial controls were adequate and were operating effectively;

f) proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

5. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company has wholly owned subsidiary namely Exxaro Ceramics Limited. The Company has invested Rs 1 lakh in subsidiary to subscribe equity shares and granted loan Rs 61.50 lakhs at the interest rate of 9% p.a. for its business requirement and outstanding amount of such loan at the end of financial year is Rs 62.65 lakhs.

Pursuant to the provisions of Section 129(3) of the Act, a statement containingthe salient features of financial statements of the Companys subsidiaries in Form No. AOC-1 is attached to the Annual Report of the company as Annexure 1.

TheCompanys policyon material subsidiary is available on the Companys website and can be assessed through the weblink at https://www.exxarotiles.com/wp-content/uploads/2021/03/POLICY_ON_MATERIAISUBSIDI ARIES_AND_GOVERNANCE_OF_SUBSI DIARIES, pdf

The Company has prepared the consolidated financial statements for the year ended 31st March, 2023 along with the above subsidiary as per the provisions of applicable Accounting Standards and under relevant provisions of the Companies Act Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Companys website at www.exxarotiles.com.

CONSOLIDATED FINANCIAL STATEMENTS

The Company has adopted Indian Accounting Standard (Ind-AS) from 1st April, 2020. In accordance with the provisions of the Act and Listing Regulations read with relevant Accounting Standards issued by the Institute of Chartered Accountants of India, the consolidated financial statement forms part of this Annual Report. The audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of its subsidiaries are available on Companys website at www.exxarotiles.com. These documents are also available for inspection by the Members at the Registered Office of the Company during business hours on all working days.

6. PUBLIC DEPOSITS AND LOANS / ADVANCES

During the year under review, the Company has neither invited nor accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

7. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year 2022-23 and the date of this report.

8. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THEREGULATORS OR COURTS OR TRIBUNALS

During the year under review, there were no significant and material orders passed by the Regulators or Courts or Tribunals or Statutory and quasi-judicial body impacting the going concern status and the Companys operations in future.

9. INTERNAL FINANCIAL CONTROL SYSTEM

Internal Financial Controls are an integrated part of the risk management process. The Company has adequate internal financial controls in place to address financial and financial reporting risks. The internal financial controls with reference to the financial statements are commensurate with the size and nature of business of the Company.

This internal financial control system is being checked by the Internal Auditors at companys head office and all its plants.The system helps in improvingoperational and financial efficiency of the Company, safeguarding of assets and prevention and detection of frauds, if any. No material observations have been received from the Internal Auditors of your Company regarding in efficiency or inadequacy of such controls.

During the year, the Company has tested its controls and the same are effectively working. Statutory Auditors Report on Internal Financial Controls as required under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013, is annexed with the Independent Auditors Report.

10. MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records as per sub-section (1) of Section 148 of the Companies Act 2013.

11. THE DETAILS OF APPLICATION MADE /PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

The Company has no initiated proceedings under Insolvency &, Bankruptcy Code, 2016 (IBC) against its customers and as on the date of this Report.

12. SHARE CAPITAL

Authorized Share Capital is Rs 56,00,00,000 (Rupees Fifty Six Crores only) divided into 5,00,00,000 (Five Crores) Equity Shares of Rs 10/- each and 60,00,000 (Sixty lakhs Only) Non-Convertible Preference Shares of Rs 10/- each.

Issued, Subscribed and Paid-up Share Capital of the Company is Rs 44,74,10,700 divided into 4,47,41,070 Equity Shares ofRs 10/- each.

13. FINANCE

In the month of September 2022, Axis Bank Limited, Corporate banking Branch, Ahmedabad, has enhanced credit facilities up to Rs 67.00 Crore to the Company

14. INSURANCE

The Company has taken adequate insurance to cover the risksto its employees, property (land and buildings), plant, equipment, other assets and third parties.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has not given any guarantees, provided security (ies) and made investments covered under the provisions of section 186 of the Companies Act, 2013. The detail of Loans given is as under:

Particulars of Loans Given:-

Sr.

No.

Name of Party

Opening Balance loan given Amount (In?) Loan Given during the Year Amount (In?) Outstanding as on

31/03/2023

EFT>Purpose

1. M/s. Exxaro Ceramic Limited (Wholly Owned Subsidiary of Exxaro Tiles Limited) 0.00/- 61,65,286/- 62,65,286/- For long term business requirement

6. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company believes that a strong internal control framework is necessary for business efficiency, management effectiveness and safeguarding assets. The Company has a well-defined internal control system in place, in alignment with the requirement of Companies Act, 2013 and has also laid down specific responsibilities on the Board, Audit Committee, Independent Directors and Statutory Auditors with regard to Internal Control Systems, which is designed to provide reasonable assurance related to operation and financial control.

The audit scope, mythology to be used, reporting framework is defined in charter of the Internal Audit, which is approved by the Audit Committee of the Board of Directors.The Internal Auditors evaluates the efficacy and adequacy of internal control system, its compliance with operating systems and policies of the Company and accounting procedures at all the locations of the Company. Based on the report of the Internal Auditors, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are placed before the Audit Committee of the Board. The Internal Audit also continuously evaluates the various processes being followed by the Company and suggests value addition, to strengthen such processes and make them more effective.

INTERNAL CONTROLS WITH RESPECT TO FINANCIAL STATEMENTS

The Company has an internal financial control system commensurate with the size and scale of its operations and the same has been operating effectively. The Internal Auditor evaluates the efficacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Companys policies, safeguarding of Companys assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon were presented to the Audit Committee of the Board.

17. RELATED-PARTY TRANSACTIONS

The Company has formulated a policy on related party transactions which is also available on Companys website at https://www.exxarotiles.com/wp-content/ u ploads/2021/03/Com pa ny_poI icy_on_RPT.pdf. All Related Party Transaction that were entered by the Company during the financial year with related parties were in its ordinary course of business and on an arms length basis and were in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations.

All related party transactions were placed before the Audit Committee/Board for approval. Prior approval of the Audit Committee was obtained for the transactions which are foreseen and are in repetitive in nature.

During the year under review, material transactions with Related Parties which are at arms length basis are disclosed in Form AOC-2 anda re appended as Annexure 2 to the Boards Report. The Related Party Transactions Policy is uploaded on the Companys website i.e. www. exxarotiles.com underthe section Investor Relations.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is taking all necessary steps for conservation of energy and technology absorption.

During the year under review, the Company has earned Rs 279.86 lakhs towards export of goods and the company has spent foreign exchange of Rs 2,559.71 lakh towards import raw material and capital goods etc.

19. ANNUAL RETURN

Pursuant to the provision of Section 92(3) read with Section 134(3)(a) of the Companies Act, the Annual Return as on March 31, 2023 is available on the Companys website at www.exxarotiles.com.

20. PARTICULARS OF EMPLOYEES

The information as per Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure - 3 to the Boards Report.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014,a statementshowing the names of employees and other particulars of the top employees and employees drawing remuneration in excess of the limits as provided in the said rules are set out in the Boards Report as an addendum thereto. Plowever, in terms of provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to the members of the Company excluding the aforesaid information. The said information isavailableforinspection atthe Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

21. CORPORATE GOVERNANCE

In terms of Regulation 34(3) of the SEBI (Listing Obligations &, Disclosure Requirements) Regulations, 2015 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report and the Auditors Certificate regarding Compliance to Corporate Governance requirements are part ofthis Annual Report.

22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis on matters related to the business performance as stipulated in the Listing Regulations is given as a separate section in the Annual Report.

23. COMMITTES OF BOARD

The Company has duly constituted the following mandatory Committees in terms of the provisions of the Companies Act, 2013 read with relevant rules framed thereunder &, Listing Regulations:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders Relationship Committee

The composition of all such Committees, brief terms of reference, number of meetings held their dates and attendance during the year under review, and other details have been provided in the Corporate Governance Report All the recommendations made by the Committees were accepted by the Board.

Audit Committee

The Audit Committee comprises of two Independent Directors namely Mr. Daxesh Thakkar (Chairman), Mr. Kamal Dave (Member) and one Non Independent- Executive Director Mr. Mukeshkumar B. Patel (Member). All the recommendations made bythe Audit Committee were accepted by the Board.

Nomination and Remuneration Policy

The Nomination and Remuneration Committee comprises of three Independent Directors namely Mr. Daxesh Thakkar (Chairman), Mr. Kamal Dave (Member) and Mrs. Chitra Kirtivasan (Member).

The Policy of the Company on Directors appointment and remuneration, specifying criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub section (3) of section 178 of the Companies Act, 2013, adopted bythe Board, is available on the website of the Company at www.exxarotiles.com under the heading Investor Relations.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of two Independent Directors namely Mr. Daxesh Thakkar (Chairman), Mr. Kamal Dave (Member) and one Non Independent Executive Director Mr. Kirankumar B. Patel (Member). The Board has constituted a "Stakeholders Relationship Committee" to consider and resolve the grievances of security holders of the company.

RISK MANAGEMENT COMMITTEE:

The Company is not required to constitute the Risk ManagementCommittee.asthe provision of Regulation 21 of the Listing Regulations is not applicable to the Company.

RISK MANAGEMENT POLICY

Pursuant to the requ i remen t of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formed a Risk Management Policy. This policy seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage. The policy defines the risk management approach across the enterprise at various levels including documentation and reporting. The Board of Directors reviews the risks appurtenant to the Company yearly and a statement of risks is mentioned under the head Management Discussion and Analysis Report which forms part of this Annual Report.

The Risk Management Policy as approved by the Board is uploaded on the Companys website www.exxarotiles. com underthe heading Investor Relations.

VIGIL MECHANISM CUM WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in conformation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behavior. This Policy is available on the Companys website at www. exxarotiles.com.

24. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The objective of this policy is to provide protection against sexual harassmentofwomen at workplace and for redressal of any such complaint of harassment. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees etc.) are covered under this policy. We have not received any sexual harassment complaints during the year 2022- 23.

25. CORPORATE SOCIAL RESPONSIBILITY

As per General Circular No. 14 /2021 date 25th August, 2021, where the amount required to be spent by a company on CSR does not exceed Fifty lakhs rupees, the requirement for constitution of the CSR Committee is not mandatory and the functions of the CSR Committee in such cases, shall be discharged by the Board of Directors of the company. Therefore company did not Comprise CSR Committee. The Board of Directors of the company monitoring the CSR initiatives of the Company. The Board had adopted a CSR Policy. The same is available on Companys website at www. exxarotiles.com.

The Company undertakes initiatives in compliance with Schedule VII to the Act and guidelines, circulars issued by the Government from time to time.

The average net profit of the Company, computed as per Section 198 of the Act, during the three immediately preceding financial years (i.e. 2019-20, 2020-21 and 2021-22) was Rs 18,63,71,232/-. During the year under review, the Company has spent Rs 37,45,000/- on CSR activities againstRs 37,27,425/- (2% of average net Profits of 3 immediately preceding financial years).The Annual Report on CSR activities is appended as Annexure-4 to the Boards Report.

26. AUDITORS

Statutory Auditors

M/s. H. B. Kalaria &, Associates, Chartered Accountants, were appointed as statutory auditors of the company in the 13th Annual General meeting (AGM) held on 10th November, 2020 to hold office for a term of five years from the conclusion of the 13th Annual General Meeting until the conclusion of the 18th Annual General Meeting of the Company to be held in theyear2025.The Auditors Report read with notes to the accounts referred to in the Auditor Report are self- explanatory and therefore do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark. There is no offence of fraud reported by the Statutory Auditors under section 143(12) of the Companies Act, 2013.

Details in Respect of frauds reported by the Auditors under Section 143 (12) of Companies Act, 2013:

There are no frauds reported by the Auditor which are required to be disclosed under Section 143(12) of Companies Act, 2013 forthe financial yearended March 31, 2023.

Internal Auditor

The Internal Auditor of your Company is appointed by the Board on yearly basis, on the recommendation of the Audit Committee. The findings of internal audit are reported by the Internal Auditor to the Audit Committee on a periodic basis. The scope of internal audit is approved by the Audit Committee.

Mr. Mitesh Koshti, was appointed as the Internal Auditors of the Company to conduct the internal audit forthe financial year 2022-23.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. Jignesh A. Maniar 8c Associates, Company Secretaries to conduct the Secretarial Audit of your Company for the financial year 2022-23. The Secretarial

Audit Report is annexed herewith as "Annexure 5" to this report There were no qualifications, reservation or adverse comments or disclaimer made by the Secretarial Auditor of the Company in their audit reports. There were no frauds reported by the Secretarial Auditors under Section 143(12) of the Companies Act, 2013.

27. COMPLIANCE OF SECRETARIAL STANDARDS

During the year under review, your Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1), General Meetings (SS-2) and Dividend (SS-3) issued by the Institute of Company Secretaries of India and approved by the Central Government, in terms of Section 118(10) of the Companies Act, 2013.

28. INSIDER TRADING CODES

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations, 2015, and the amendments thereof, the Company has formulated and amended from time to time, following codes for regulating, monitoring and reporting of trading in shares of the Company by the Promoters, Designated Persons, Key Managerial Personnel, Directors, Employees, Connected Persons and Insiders of the Company.

a. Code of Conduct for Prevention of Insider Trading; and

b. Codeof Practicesand ProceduresforFairDisclosure of Unpublished Price Sensitive Information.

The said codes are in accordance with the said Regulations and are also available on the website of the

Company. The Company has also adopted the Policy for the determination of Legitimate Purposes as a part of "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" and "Policy for inquiry in case of leak or suspected leak of Unpublished Price Sensitive Information".

29. CAUTIONARY STATEMENT

Statements in this ‘Boards Report &, ‘Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations or predictions may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Companys operations including raw material/fuel availability and its prices, cyclical demand and pricing in the Companys principle markets, changes in the Government regulations, tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors.

30. ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the steadfast commitment and highly motivated performance by employees at all levels which was instrumental in sustained performance of the Company. The Directors would also like to express their appreciation for the assistance and cooperation of Central and State Government authorities, bankers, customers, suppliers and business associates. The Directors acknowledge with gratitude, the encouragement and support extended by the Companys valuated stakeholders.

On behalf of the Board of Directors,

For, EXXARO TILES LIMITED

Mr. Mukeshkumar B. Patel Mr. Kirankumar B. Patel

Date: 29th May 2023

Managing Director WholeTime Director

Place: Talod, Sabarkantha

(DIN: 01944968) (DIN: 01918094)