Financial highlights and State of affairs of the
Company

FY25 tested the Company's resilience amid challenging
market dynamics. An oversupply in the domestic market
led to pricing pressures, adversely affecting profitability.
Despite these challenges, revenue improved by 2%
over the previous year. However, EBITDA and net profit
saw a decline.

The EBITDA margin reduced from 15.28% in FY24 to
12.76% in FY25. The reasons for decline in margin are:
another muted year of the bathware division, some
loss in UK operations and provision of doubtful debts
in plywood division as we have decided to close this
division. Profit after tax for FY 25 declined to H 294 Crore
compared to H 422 Crore in FY24.

Further details on the Company's performance,
strategic initiatives, and forward-looking plans are
available in the Management Discussion and Analysis
section of this report.

Your Directors are pleased to present the 39^th
Annual Report together with the Audited Financial
Statements of your Company for the financial year
ended 31^st March 2025.

Outlook

India's tile industry may grow better than earlier years
after many years of slow growth, driven by sustained
economic expansion, rising disposable incomes, and
accelerating real estate development in Tier 2 and Tier
3 cities. On the global front, as geopolitical tensions
ease and trade agreements gain traction, tile exports
from India are expected to improve.

Internally, the Company's focused cost optimisation
initiatives, intensified marketing efforts, and exit from
non-viable ventures are expected to support a recovery
in business growth and profitability. Enhanced utilisation
of existing assets is set to unlock operating leverage,
while disciplined working capital management will
strengthen liquidity and operational efficiency.

This combination of sectoral tailwinds and strategic
streamlining positions the Company to deliver improved
profitability in the current fiscal year.

Dividend

Your Directors have recommended to the shareholders
a final dividend of H 4/- (i.e. 400%) per equity share of
H 1/- each fully paid-up for the financial year ended
31^st March, 2025, if approved at the ensuing Annual
General Meeting (‘AGM').

During the year 2024-25, the Company has also paid
Interim Dividend of H 5/- (i.e. 500%) per equity share
of H 1 each fully paid-up aggregating to H 79.64 Crores
thereby making the total Dividend (Interim Dividend &
Final Dividend) of H 9/- per equity share of H 1/- each
fully paid-up (previous year H 12/- per equity shares of
H 1/- each fully paid-up) aggregating to H 143.35 Crores.

Consolidated Financial Statements

The Company adopted Indian Accounting Standard
(Ind-AS) from 1^st April, 2016 and accordingly, the
Consolidated Financial Statements have been prepared
in accordance with the Accounting Standard notified
under Section 133 of the Companies Act, 2013 (‘the Act')
and the relevant rules issued thereunder read with the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (‘the Listing Regulations') and the
other accounting principles generally accepted in
India. The Consolidated Financial Statements form part
of the Annual Report.

There are no material changes and commitments
affecting the financial position of the Company and also
no change in the nature of business of the Company.

Holding, Subsidiaries, Associate, Joint Venture
Companies and their performance

During the financial year 2024-25, Kajaria Surfaces
Private Limited (formerly known as Keronite Tiles
Private Limited) and Kajaria Adhesive Private Limited
have become subsidiary(ies) of the Company.

A report on performance and financial position (Form
AOC-1) of each of the subsidiaries/joint venture as per
the Act is provided as Annexure-1.

Share Capital

As on 31^st March, 2025, the Authorised Share Capital
of the Company is H154,10,00,000 (Rupees One
Hundred Fifty Four Crores Ten Lacs only) divided
into 77,00,00,000 (Seventy Seven Crores) Equity
Shares of H 1/- each (Rupee One Only) aggregating to
H 77,00,00,000 (Rupees Seventy Seven Crores Only)

and 77,10,000 (Seventy Seven Lacs Ten Thousand)
Redeemable Preference Shares of H 100/- each (Rupees
One Hundred Only) aggregating to H 77,10,00,000
(Rupees Seventy Seven Crores Ten Lacs Only).

During the financial year 2024-25, the Company's
paid up share capital has been increased by issue
and allotment of 13,990 equity shares of H 1/- each
pursuant to the Kajaria Employee Stock Option Scheme
2015. Accordingly, as on 31^st March, 2025, the paid-
up and subscribed share capital of the Company is
15,92,72,290 equity shares of H 1 each.

The Company has not issued shares with differential
voting rights or sweat equity shares during the
financial year 2024-25. As on 31^st March, 2025, none
of the Directors of the Company hold any instruments
convertible into equity shares of the Company.

Employee Stock Option Scheme

Kajaria Employee Stock Option Scheme 2015 (‘ESOP
Scheme 2015') was approved by the shareholders of
the Company on 7^th September, 2015 for issue and
allotment of options exercisable into not more than

10.62.000 equity shares of H 1 each (Originally the
ESOP Scheme 2015 was for 5,31,000 equity shares of
H2 each) to eligible employees of the Company and its
subsidiaries. The shareholders of the Company had
further increased the stock options under the ESOP
Scheme 2015 from 10,62,000 to 15,87,000 equivalent
to 15,87,000 equity shares of H 1/- each by addition of

5.25.000 options on 24^th March, 2022.

The ESOP Scheme 2015 is administered by the
Nomination and Remuneration Committee of the
Board of Directors (‘the Board') of the Company. The
exercise period for 4,58,000 options granted on 20^th
October 2015 to the employees of the Company and its
subsidiaries in 1^st Tranche has been competed on 19^th
October, 2023.

The Company had further granted 8,37,600 options
equivalent to 8,37,600 equity shares of H 1/- each to the
eligible employees of the Company and its subsidiaries
in 2^nd Tranche and 3^rd Tranche. Details regarding the
ESOP Scheme 2015 are given at Note No. 43 to the
Financial Statements.

In 2^nd Tranche and 3^rd Tranche under the ESOP Scheme
2015, total 1,42,190 (55,690 options during the year
2024-25, 55,500 options during the year 2023-24 and

31,000 options during the year 2022-23) have been
forfeited/lapsed due to resignation/retirement of ESOP
Option holders.

After closure of the financial year 2024-25, the
Company has also granted 6,35,000 options equivalent
to 6,35,000 equity shares of H 1/- each to the eligible
employees of the Company in 4^th & 5^th Tranches on 30^th
May, 2025 and 22^nd July, 2025.

During the year under review, there are no material
changes in the ESOP Scheme 2015 and the same is
in compliance with the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 (‘ESOP
Regulations'). The disclosures under Regulations 14
of ESOP Regulations is uploaded on the Company's
website viz.: https://www.kajariaceramics.com/pdf/
Disclosure pursuant to Reg 14 of SEBI SBEB and
SE Reg 2021 for FY 2024 25.pdf

Transfer to Reserves

During the year under review, there is no transfer of
fund to the Company's 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, 2025, 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, 2025 and of the
profit of the Company for the period ended 31^st
March, 2025;

iii) 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;

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 omnibus
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 Annexure- 2.

The Related Party Transactions Policy is uploaded on the
Company's website i.e. https://www.kajariaceramics.
com/pdf/RelatedPartyTransactionPolicy.pdf

Corporate Social Responsibility Initiatives

In terms of provisions of Section 135 of the Act read
with the Companies (Corporate Social Responsibility

Policy) Rules, 2014 [‘the 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.

The Corporate Social Responsibility (‘CSR') Policy may
be accessed on the Company's website i.e. https://
www.kajariaceramics.com/pdf/CSR Policy.pdf

Your Company strives to make a difference in the lives of
people with a special focus on neighbouring and local
areas of the Company's manufacturing locations. Your
Company has implemented various CSR programmes/
projects which made positive impacts mainly in the
areas of health, sanitation, social relief, environment,
sports 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, constructing sanitation facilities
in the schools, etc., contributing to the education,
environment, sports, protection of national heritage, 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 Annexure-3, forming
part of this Report.

During the year 2024-25, the Company has incurred
CSR expenditures of H 925.21 Lacs and H 47 Lacs are
yet to be incurred to the ongoing CSR activity(ies)/
project(s), as not fully completed during the financial
year 2024-25. The said CSR activity(ies)/project(s) will
be completed during the financial year 2025-26. Further,
the excess CSR expenditures of H 1.52 Lacs incurred
in previous years has also been utilised towards the
CSR obligations of the Company for the financial year
2024-25. Accordingly, the actual CSR obligation of the
Company for the financial year 2024-25, was as under:

However, the Company had incurred CSR expenditures
of H 972.21 Lacs [i.e. H 925.21 Lacs and H 47 Lacs] during
the financial year 2024-25. Accordingly, the Company
has incurred excess amount of CSR expenditures of
H 4.73 Lacs, which would be carried forward to next
year(s) and the same would also be available to set¬
off the CSR obligations of the Company as per the
provisions of the Act read with CSR Rules.

The Company has also completed the ongoing CSR
project(s)/activity(ies) of H 60.24 Lacs pertaining to the
financial year 2023-24.

Risk Management

Your Company understands the importance of
various risks faced by it and has adopted a Risk
Management Policy which establishes various levels
of accountability within the Company. The Company
has also constituted a Risk Management Committee
which ensures that the Company has appropriate and
effective risk management systems which carries out
risk identification, assessment and ensures that risk
mitigation plans are in place. The Risk Management
Committee identifies, from time to time, various risks to
which the Company is subject to and has accordingly,
aligned the concerned departments to take the
necessary mitigating steps. Risk management has
been inter-linked with the annual planning exercise
where each function and business carries out
fresh risk identification, assessment and draws up
treatment plans.

A Risk Management Policy in terms of provisions
of Section 134(3)(n) of the Act read with the Listing
Regulations is in place and is uploaded on the
Company's website i.e. https://www.kajariaceramics.
com/pdf/Risk Management Policy.pdf

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 Company's 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

Mrs. Sushmita Singha has completed her tenure as the
Independent Director of the Company on 29^th March,
2025 and accordingly, she ceased to be the Independent
Director of the Company w.e.f. 30^th March, 2025.

Mrs. Ambika Sharma has been appointed 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 and the shareholders of
the Company have accorded their approval(s) through
Postal Ballot on 26^th June, 2025 for appointment of
Mrs. Ambika Sharma as the Independent Director of
the Company.

During the year under review, Mr. Rajender Mohan Malla
has also been appointed as the Independent Director
of the Company for the period of five consecutive years

effective from 1^st April, 2024 upto 31^st March, 2029 and
the shareholders of the Company have accorded their
approval(s) through Postal Ballot on 20^th June, 2024
for appointment of Mr. Rajender Mohan Malla as the
Independent Director of the Company.

Mr. Dev Datt Rishi, who is liable to retire by rotation,
has offered himself for re-appointment as the Director
at the ensuing AGM of the Company. The Board
recommends for his re-appointment 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

On the recommendation of the Nomination and
Remuneration Committee, the Board has framed a
policy for selection and appointment of Directors, Senior

Management including Key Managerial Personnel and
their remuneration. The Nomination and Remuneration
Policy includes the criteria for determining qualification,
positive attributes, independence, etc. is placed on the
Company's website, i.e. https://www.kajariaceramics.
com/pdf/Nomination Remuneration Policy.pdf

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, 2025, 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 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

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, Company Secretaries,
were appointed as the Secretarial Auditors, to undertake
the Secretarial Audit of the Company for the year ended

31^st March 2025. The Report of the Secretarial Audit is
annexed herewith as 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 reported by the Secretarial Auditors under the
provisions of Section 143 of the Act.

In accordance with the provisions of Regulation
24A of the Listing Regulations read with the
Section 204 of the Act and rules made thereunder,
M/s Chandrasekaran Associates, a Peer Reviewed Firm
of Company Secretaries (Firm Registration Number:
P1988DE002500) has been appointed as the Secretarial
Auditors of the Company for a period of five consecutive
years commencing from the financial year 2025-26 till
the financial year 2029-30, subject to approval of the
shareholders of the Company at the ensuing AGM of
the Company. The Board recommends for their re¬
appointment in the ensuing AGM of the Company.

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

Annual Return

The Annual Return in Form MGT-7 is available at
https://www.kaiariaceramics.com/pdf/Annual Return
Form 2024-25.pdf

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. 6, 7, 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 2024-25 on 7^th May, 2024, 23^rd July,
2024, 27^th August, 2024, 22^nd October, 2024 and 4^th
February, 2025. Details of the meetings of the Board
of Directors held during the financial year 2024-25
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

The Company has established a Vigil Mechanism
for the Directors and Employees of the Company by
adopting the Whistle Blower Policy to report about
the genuine concerns, unethical behaviour, fraud or
violation of Company's Code of Conduct and leakage/
suspected leakage of Unpublished Price Sensitive
Information with respect to the Company. The Whistle
Blower Policy may be accessed on the website of the
Company i.e. https://www.kajariaceramics.com/pdf/
whistel blowing policy.pdf

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

The Company has in place a Policy on Prevention of
Sexual Harassment at the Workplace in line with the
requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act,
2013. This Policy may be accessed on the Company's
website i.e. https://www.kajariaceramics.com/pdf/
prevention of sexual harassment at workplace.pdf

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 2024-25 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 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 2024-25.

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 Company's operations in future.

Cautionary Statement

Statements in this Directors' Report & the Management
Discussion and Analysis describing the Company's
objectives, projections, estimates, expectations or
predictions may be forward looking statements within

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.