Kajaria Ceramics Ltd Directors Report

Transfer to Reserves

During the year under review, there is no transfer of fund to the Companys General Reserve Account.

Directors Responsibility Statement

In terms of the provisions of the Companies Act, 2013, the Directors confirm that:

i) In the preparation of the annual accounts for the year ended on 31^st March, 2026, the applicable accounting standards have been followed and no material departures have been made from the same;

ii) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31^st March, 2026 and of the profit of the Company for the period ended 31^st March, 2026;

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

v) The Company is following up the proper Internal financial controls and such internal financial controls are adequate and are operating effectively; and

vi) The Company has devised proper systems to ensure the Compliance with the provisions of all the applicable laws and that such systems are adequate and operating effectively.

Corporate Governance

The Company has complied with the Corporate Governance requirements as stipulated under the Listing Regulations. A separate section on corporate governance, along with a certificate from M/s Chandrasekaran Associates, Company Secretaries confirming the compliance, is annexed and forms part of the Annual Report.

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.

Related Party Transactions

For all related party transactions, prior approvals of the Audit Committee and the Board of Directors, as may be required under the applicable laws, were obtained. Further, the omnibus approvals of Audit Committee and the Board of Directors, as may be required under the applicable laws, are usually obtained on yearly basis, which are of a foreseen and repetitive nature and such approval is in the interest of the Company. The transactions

entered into, pursuant to the approvals so granted, were placed before the Audit Committee by way of a statement giving details of all related party transactions for its review. All related party transactions are disclosed in Note No. 40 to the Financial Statements. The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Act in the prescribed Form AOC-2 is annexed as an Annexure- 2.

Corporate Social Responsibility Initiatives

In terms of provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 [CSR Rules], the Company has formulated a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company. The constitution of the Corporate Social Responsibility Committee (CSR Committee) is disclosed in the Annual Report on CSR Activities as an Annexure - 3 of this report.

Your Company strives to make a difference in the lives of people with a special focus on neighbouring and local areas of the Companys manufacturing locations. Your Company has implemented various CSR programmes/projects which made positive impacts mainly in the areas of health, sanitation, social relief, environment and education, etc. During the year under review, the CSR programmes/activities initiated by the Company includes taking steps for swachh bharat, preventive health care, safe drinking water, animal welfare, constructing sanitation facilities in the schools, etc., contributing to the health, education, environment, etc. These CSR initiatives are implemented directly and/or through trusts/societies/NGOs. These projects/activities are also in accordance with Schedule VII of the Act.

The Annual Report on CSR activities as prescribed under the CSR Rules is set out as an Annexure-3, forming part of this Report.

Internal Control Systems and their adequacy

The Company believes in a strong internal control framework, which is necessary for business efficiency, management effectiveness and safeguarding assets. The Company has a well-defined internal control system in place, which is designed to provide reasonable assurance related to operation and financial control. The Management of the Company is responsible for ensuring that Internal Financial Control has been laid down in the Company and that controls are adequate and operating adequately.

Internal Audit of the Companys operations are carried out by the Internal Auditors and periodically covers different areas of business. The audit scope, methodology to be used, reporting framework are defined well in advance, subject to consideration of the Audit Committee of the Company. 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 Company. 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 adequate system of internal financial control in place with reference to Financial Statements. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

Directors and Key Managerial Personnel

During the year under review, the shareholders of the Company have accorded their approval through Postal Ballot on 26^th June, 2025 for appointment of Mrs. Ambika Sharma as the Independent Director of the Company for the period of five consecutive years effective from 30^th March, 2025 upto 29^th March, 2030.

During the year under review, Mr. Rajender Mohan Malla has tendered his resignation as the Independent Director of the Company, with effect from the close of business hours of 22^nd September, 2025 and accordingly, he ceased to be the Independent Director of the Company w.e.f. the close of business hours of 22^nd September, 2025.

Mr. Ashok Kajaria, Mr. Chetan Kajaria and Mr. Rishi Kajaria have been re-designated and appointed as the Chairman of the Company under the category of the whole-time director (executive director), Vice Chairman of the Company under the category of the whole-time director (executive director) and Managing Director of the Company, respectively, for the period of five years effective from 1^st October, 2025 upto 30^th September, 2030 and the shareholders of the Company have accorded their approval(s) through Postal Ballot on 15^th December, 2025 for the above said re-designation(s) and appointment(s) of Mr. Ashok Kajaria as the Chairman of the Company, Mr. Chetan Kajaria as the Vice Chairman of the Company and Mr. Rishi Kajaria as the Managing Director of the Company.

Mr. Hitesh Sohanlal Jain and Mr. Pradeep Udhas have been appointed as the Independent Director(s) of the Company for the period of five consecutive years effective from 19^th December,

2025 upto 18^th December, 2030 and the shareholders of the Company have accorded their approval(s) through Postal Ballot on 12^th March, 2026 for appointment(s) of Mr. Hitesh Sohanlal Jain and Mr. Pradeep Udhas as the Independent Director(s) of the Company.

Mr. Ram Chandra Rawat has been superannuated from the services as the COO (A&T) & Company Secretary of the Company with effect from the close of working hours of 31^st March,

2026 and Mr. Vinit Kumar has been appointed as the General Counsel & Company Secretary of the Company with effect from 1^st April, 2026.

Mr. Chetan Kajaria and Mr. Rishi Kajaria, who are liable to retire by rotation, have offered themselves for re-appointment(s) as the Director(s) of the Company at the ensuing AGM of the Company. The Board recommends for their re-appointment(s) in the ensuing AGM of the Company.

All Independent Directors of the Company have given declarations that they meet the criteria of independence as prescribed under Section 149(6) of the Act read with Regulations 16(1)(b) & 25(8) of the Listing Regulations and in the opinion of the Board of the Company, all Independent Directors of the Company have integrity, expertise, experience and proficiency as prescribed under the Companies (Appointment and Disqualification of Directors) Rules, 2014 read with the Companies (Accounts) Rules, 2014 (including amendment thereof).

All Directors of the Company have also given declarations that they are not debarred from holding the office of Director by virtue of any SEBI order or any other such statutory authority as required under the Circular dated 20^th June, 2018 issued by BSE Limited and National Stock Exchange of India Limited.

Further, except as stated above there is no other change in the composition of the Directors and Key Managerial Personnel of the Company.

Performance Evaluation

The Board of the Company, on recommendation of the Nomination and Remuneration Committee and in line with the Nomination and Remuneration Policy of the Company, has carried out an annual performance evaluation of the Board as a whole, its Committees and all Directors including the Chairman.

The manner in which the annual performance evaluation has been carried out has been explained in the Corporate Governance Report.

Nomination and Remuneration Policy

Details of remuneration under Section 197 of the Act and read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is stated in Annexure- 4, which forms part of this report.

Statutory Audit

M/s Walker Chandiok & Co LLP, Chartered Accountants, (Firm Registration Number 001076N/N500013), the Statutory Auditors of the Company has given their report(s) on the Financial Statements (Standalone & Consolidated) of the Company for the financial year ended 31^st March, 2026, which form part of the Annual Report. There is no qualification, reservation, adverse remark, comments, observations or disclaimer given by the Statutory Auditors in their report(s). There were no frauds in the Company, reported by the Statutory Auditors under the provisions of Section 143 of the Act.

M/s Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration Number 001076N/N500013), were re-appointed as the Statutory Auditors of the Company at the 36^th AGM of the Company held on 23^rd September, 2022, for second term of five consecutive years to hold office from the conclusion of the 36^th AGM of the Company till the conclusion of the 41^st AGM of the Company. Hence, the tenure of the existing Statutory Auditors of the Company would expire at the conclusion of the 41^st AGM of the Company.

M/s Walker Chandiok & Co LLP, Chartered Accountants are eligible to continue as the Statutory Auditors of the Company for the remaining term in accordance with the provisions of the Act read with rules made thereunder and applicable laws.

Secretarial Audit

In accordance with the provisions of Regulation 24A of the Listing Regulations read with the Section 204 of the Act and rules made thereunder, the shareholders of the Company at the 39^th AGM of the Company held on 29^th September, 2025, have appointed M/s Chandrasekaran Associates, a Peer Reviewed Firm of Company Secretaries (Firm Registration Number: P1988DE002500) as the Secretarial Auditors of the Company for the period of five consecutive years commencing from the financial year 2025-26 till the financial year 2029-30.

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s Chandrasekaran Associates, Secretarial Auditors of the Company has issued the Secretarial Audit Report for the year ended 31^st March, 2026, which form part of the Annual Report as an Annexure 5.

There are no qualifications, reservations, adverse remarks, comments, observations or disclaimer made by the Secretarial Auditors in their report. There were no frauds in the Company, reported by the Secretarial Auditors under the provisions of Section 143 of the Act.

Disclosures under the Companies Act, 2013 and rules made thereunder:

Annual Return

Compliance of the Secretarial Standards

During the year under review, the Company has complied with the applicable provisions of the Secretarial Standard on meeting of the Board of Directors (SS-1) and the Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

Particulars of Loans, Investments and Guarantees

Particulars of Loans, Investments and Guarantees, covered under the provisions of Section 186 of the Act are given in the Notes Nos. 7, 6 and 40 to the Financial Statements.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed under the Act are provided in Annexure - 6 to this report.

Meetings of Board

The Board of the Company met five (5) times during the financial year 2025-26 on 6^th May, 2025, 22^nd July, 2025, 29^th September, 2025, 16^th October, 2025 and 30^th January, 2026. Details of the meetings of the Board held during the financial year 2025-26 and attendance thereof are disclosed in the Corporate Governance Report.

Audit Committee

The Composition of Audit Committee is disclosed in the Corporate Governance Report. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

Maintenance of Cost Records

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

Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal), Act, 2013 and Maternity Benefit Act, 1961

Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, Contractual, Temporary and Trainees) are covered under this Policy. Details of complaints of sexual harassment during the year 2025-26 are as under:

The Company has also complied with the provisions of the Maternity Benefit Act, 1961.

Particulars of Employees

The information required pursuant to Section 197 of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is attached as an Annexure- 7 to this Report.

Deposits

The Company has not invited/accepted any deposit within the meaning of Section 73 of the Act and the rules made thereunder.

Proceeding under Insolvency and Bankruptcy Code, 2016

No application or any proceeding has been filed against the Company under the Insolvency and Bankruptcy Code, 2016, during the financial year 2025-26.

Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof

The Company has not made any one-time settlement, therefore, the same is not applicable.

Significant and material orders passed by the regulators or courts or tribunals

There is no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

Cautionary Statement

Statements in this Directors Report & the Management Discussion and Analysis Report describing the Companys objectives, projections, estimates, expectations or predictions may be forward looking statements within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Companys operations include 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.

Appreciation and Acknowledgement

The Directors take this opportunity to express their deep sense of gratitude to the Banks, Central and State Governments and their Departments and the Local Authorities for their continued guidance and support.

Your Directors would also like to record their appreciation for the support and cooperation your Company has been receiving from its suppliers, dealers, business partners and others associated with the Company.

Your Directors place on record their sincere appreciation to the employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain as industry leader.

And to you, our shareholders, we are deeply grateful for the confidence and faith that you have always reposed in us.