The Directors of your Company have the pleasure to present the 58^th Board’s Report together with the Annual Audited Financial Statements of Somany
Ceramics Limited ("the Company") for the financial year ("FY") ended 31 March, 2026.

In compliance with the applicable provisions of the Companies Act, 2013 ("the Act"), the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), this Board’s Report is prepared based on the standalone financial statements of the
Company for the year under review.

FINANCIAL HIGHLIGHTS AND STATE OF AFFAIRS

The summary of the Company’s financial statements, both on a standalone and consolidated basis, for FY 2025-26 as compared to the previous FY i.e.
2024-25 is given below:

FINANCIAL REVIEW

(The financial discussion is based on Standalone Financial Statements)

Your Company continued to face a challenging business environment
during the year, marked by subdued market demand. Nevertheless,
despite weak demand conditions, especially in the first half of the FY,
the Company recorded an increase in revenue by 2.8% to ' 2,64,029.86
Lakhs from ' 2,56,942.13 Lakhs in the previous FY. The Profit before
Depreciation, Interest, Tax and Exceptional items, Profit before Tax after
Exceptional items and Profit after Tax for the year under review were '
21,086.78 Lakhs, ' 13,258.62 Lakhs and ' 9,909.38 Lakhs respectively.

On the balance sheet front, your Company’s net worth increased to
' 89,073.42 Lakhs in FY 2025-26 as compared to ' 80,028.36 Lakhs in
FY 2024-25. The Company’s total debt increased to ' 1,410.62 Lakhs
in FY 2025-26 as compared to ' 1,367.61 Lakhs during FY 2024-25 on
account of increase in car loan. The Net Block (including capital work-

in-progress) of your Company increased to ' 53,594.27 Lakhs during
FY 2025-26 as compared to ' 49,115.20 Lakhs during FY 2024-25. The
long-term investment of your Company increased to ' 38,095.89 Lakhs
in FY 2025-26 from ' 32,557.99 Lakhs in FY 2024-25 primarily due to
additional investments in equity shares of Somany Max Private Limited
and Dura Build Care Private Limited, subsidiary companies.

There was an increase in net current assets to ' 10,399.63 Lakhs during
FY 2025-26 from ' 5,232.45 Lakhs during FY 2024-25, primarily on
account of the increase in cash & cash equivalents.

Despite challenging market conditions, the Company demonstrated
resilience through its diversified product portfolio, strong brand equity,
extensive distribution network and focus on operational efficiency. The
Company remains well-positioned to capitalize on opportunities arising
from urbanization, infrastructure development and increasing demand
for premium building materials.

CONSOLIDATED FINANCIAL STATEMENTS

As required under Regulation 33 of Listing Regulations, the consolidated
financial statements have been prepared in accordance with applicable
Accounting Standards. The audited consolidated financial statements
together with the Auditors’ Report form part of this Annual Report.

The consolidated net profit - attributable to controlling interest of your
Company was ' 8,119.12 Lakhs for the year under review compared to
' 6,006.76 Lakhs in the previous year.

CORPORATE HIGHLIGHTS
Access to Capacity

During the year under review, your Company’s access to tile capacity
remained at ~75 msm comprising 31.65 msm from its own plants, 25
msm from subsidiaries and associates and ~18 msm through other
outsourcing arrangements. In the Bathware segment, your Company,
through its subsidiaries, had a manufacturing capacity of 0.48 million
pieces per annum of sanitaryware and 1.30 million pieces per annum of
bath fitting items.

Capital Expenditure

Your Company continued to invest in the expansion and upgradation of
its manufacturing facilities, plant and machinery and infrastructure. On
a consolidated basis, the gross block of fixed assets (including capital
work-in-progress) increased by '14,967.17 Lakhs during the FY under
review as compared to an increase of '11,134.38 Lakhs during the
FY 2024-25, on account of additions to fixed assets.

INDIAN ECONOMY AND INDUSTRY SCENARIO AND OUTLOOK
Economy

India’s economy maintained strong growth momentum in FY 2025¬
26, with real GDP projected to grow by 7.6%, supported by resilient
domestic demand, prudent policy measures and stable macroeconomic
conditions. Despite global geopolitical and trade-related challenges,
inflation remained under control due to improving labor markets, stronger
financial sector resilience and coordinated fiscal and monetary support.

The Government’s continued emphasis on infrastructure-led
development, manufacturing, urbanization and tourism is expected to
support growth across residential, commercial, industrial and hospitality
real estate. Infrastructure spending is set to increase from '11.2 lakh
crore to '12.2 lakh crore in FY 2026-27, and sustained investment
in transport and urban infrastructure is likely to create new real estate
growth corridors, especially in Tier-2 and Tier-3 cities.

With CPI inflation at 2.75%, stable prices are supporting household
purchasing power, favorable financing conditions, and end-user
confidence. Improved connectivity and urban liveability are expected to
sustain demand across the real estate sector. The Economic Survey for
the FY 2025-26 also underscores the growing importance of urban India,
noting that over 40% of the population is expected to live in cities by 2030
and contribute nearly 70% of GDP, highlighting the need for continued
urban planning and infrastructure development.

India’s economic outlook remains positive, backed by strong
macroeconomic fundamentals and resilient growth momentum. The
International Monetary Fund (IMF) and the Reserve Bank of India project
real GDP growth of around 6.5% for FY 2026-27. Although this reflects
some moderation due to geopolitical uncertainties and energy-related
risks, it highlights the resilience of the Indian economy amid a challenging
global environment.

India is currently the world’s sixth-largest economy in nominal terms
and continues to remain the fastest-growing major economy globally,
reinforcing confidence in its long-term growth potential. IMF projections
also indicate a gradual strengthening of India’s position in the global
economy as domestic growth drivers remain strong.

Industry

India’s tile market is expected to expand from approximately '53,100
Crores in FY 2025-26 to '76,900 Crores by FY 2028-29, registering a
CAGR of 9.7% during the period. This growth is being driven by strong
domestic demand, rapid urbanization, and sustained investments in
housing and infrastructure development.

Over the last two years, the Indian ceramic tile industry has further
consolidated its global standing, emerging as the world’s second-largest
manufacturer, consumer and exporter after China. However, the industry’s
growth dynamics are gradually shifting, as exports face challenges from
anti-dumping duties imposed by key markets such as Saudi Arabia, Qatar
and Taiwan. Consequently, manufacturers are increasingly focusing
on domestic opportunities across housing, commercial real estate and
infrastructure projects, where demand prospects remain robust.

From a regional perspective, West India continues to dominate production,
primarily led by Morbi’s vast manufacturing ecosystem comprising more
than 800 units that collectively contribute nearly 70% of the country’s total
tile output. Meanwhile, South India is experiencing the fastest growth
in demand, supported by IT-driven urbanization, expanding residential
projects and the development of new industrial corridors.

BRANDINGPioneering Innovation, Sustainability, and Engagement in FY 2025-26

During FY 2025-26, the Company navigated a dynamic and evolving
market landscape with resilience, agility and a forward-looking vision.
Building on its legacy of innovation, the Company continued to strengthen
its strategic focus on brand leadership, customer engagement and
operational excellence.

A key highlight of the year was the continued recognition of your
Company’s patented VC Shield Technology, along with Somany Faucets
(taps and showers), both of which secured the Superbrand title. VC Shield
Technology achieved this recognition for the third consecutive year,
while the inclusion of Somany Faucets further reinforced the Company’s
growing strength in the Bathware segment. These accolades underscore
the products’ superior performance, innovative edge and the strong trust
they command among consumers, further consolidating the Company’s
leadership position in the industry.

The Company adopted a comprehensive and integrated branding
approach, leveraging a strategic mix of digital and traditional platforms.
Campaigns across digital media, outdoor activations, hyperlocal
initiatives, influencer collaborations and strategic partnerships
significantly enhanced brand visibility, drove engagement and
strengthened market penetration.

New Launches: Elevating Standards

The Company expanded its product portfolio with the introduction
of new tile collections including Elita, Senso, Spesso, Montaro, and
Pavezza, each embodying contemporary design aesthetics combined
with durability and high performance. In the Bathware segment, new
offerings such as Smartsense wall-hung solutions, Postura range, Bellis
faucets and Downpour showers were introduced, reflecting a seamless
blend of advanced functionality and refined design, aligned with evolving
consumer aspirations.

Digital Transformation: Strengthening Consumer Engagement &
Ecosystem Efficiency

The Company continued to accelerate its digital transformation initiatives
with a focus on enhancing consumer experience and building a future-
ready ecosystem. A structured influencer engagement program was
executed, collaborating with over 12 creators to expand digital reach and
drive authentic engagement across platforms. Significant advancements
were made in digital infrastructure through the integration of AI-powered
chatbot solutions and strengthened CRM capabilities, enabling improved
lead management, tracking and conversion efficiency. A dedicated

Bathware WhatsApp service chatbot was also introduced to provide
seamless and responsive customer support.

Customer experience was further enhanced through upgrades to IVR
systems and effective mitigation of spam call challenges in collaboration
with telecom partners, ensuring reliable communication channels.
Additionally, the Company launched a new, feature-rich website designed
to cater to evolving consumer and business needs. Advanced Tile
Visualizer tools - including 2D Studio, Panoramic Studio and Your Space
Studio - were introduced to enable immersive product discovery and
personalized space visualization.

Engagement with Influencers and Channel Partners

Building on earlier initiatives, the Company further strengthened its
channel engagement ecosystem during FY 2025-26 through the
continued rollout of structured loyalty programs for plumbers, masons,
sub-dealers and contractors. In addition, the Company introduced
a dedicated loyalty program for architects during the year, aimed at
fostering deeper relationships with the design community and enhancing
long-term collaboration. Reinforcing its commitment to capability building
and skill development, the Company conducted over 53 Tile Master
training programs and mason meets across India. These initiatives
played a pivotal role in driving engagement, upskilling stakeholders, and
strengthening the overall ecosystem aligned with the Company’s growth
ambitions.

Digital and Social Campaigns

The Company’s digital strategy delivered strong outcomes through
precision targeting across Meta and Google platforms, supported by
always-on campaigns across social, search, and display channels. These
efforts resulted in increased lead generation while maintaining quality
benchmarks. Hyperlocal marketing initiatives were further expanded
to over 110 dealer counters and 16 Experience Centres, strengthening
localized reach and customer engagement. The Bathware segment
continued to gain strong visibility through high-impact digital campaigns,
contributing to enhanced brand recall and market presence.

Expanding Footprints

The Company continued to expand its retail footprint by strengthening
its network of exclusive stores and display centres across key markets.
These experience-led spaces are designed to provide customers with
an immersive environment to explore the Company’s diverse portfolio of
tiles, sanitaryware, and bath fittings. During FY 2025-26, the Company
established 47 exclusive Somany Tiles and Bathware stores and added
97 Bathware Shop-in-Shop (SIS) zones, reinforcing its commitment to
accessibility and customer-centric growth.

Exhibitions and Events

The Company sustained a strong presence across prominent industry
platforms, actively engaging with architects, designers, and key
stakeholders. Notable participations included Dialogues Jaipur, ISH
Frankfurt, Cersaie Italy, IIID Samagam Lucknow, CREDAI FAIRPRO
Chennai, and CII IGBC Mumbai. These platforms provided valuable
opportunities to showcase the Company’s innovations, deepen industry
relationships, and further strengthen brand visibility within the design and
construction ecosystem.

Sustainability in Focus: Transforming Broken Tiles into Trendsetting
Style

The Company’s sustainability initiative, "Transforming Broken Tiles into
Trendsetting Style," continued to create meaningful impact, building on
efforts initiated in previous years. Since its inception, the initiative has
expanded through collaborations with over 45 leading design institutions,
including Amity University, KIIT School of Architecture and Planning,
Techno India University, JD Institute of Fashion Technology, Sharda
University and Manipal University, engaging over 3,000 architecture and
design students. The program promotes the creative reuse of tile waste
into murals, installations and functional art, fostering eco-conscious
design practices. Cumulatively, 12.5 tons of tiles have been repurposed,
preventing approximately 5.02 tons of CO₂ emissions. The initiative
has also achieved a digital reach of over 3.5 million people and was
recognized at the BW Businessworld Marketing Excellence Awards 2025,
further validating the Company’s sustainability-led innovation approach.

Conclusion

FY 2025-26 underscores the Company’s sustained commitment
to innovation, integrated brand building, and ecosystem-driven
growth. Through a well-balanced focus on product excellence, digital
transformation, enhanced consumer engagement and expanded
channel partnerships, Somany Ceramics has continued to strengthen its
competitive positioning in a dynamic market environment. Backed by a
robust foundation and a clear strategic direction, the Company remains
focused on delivering customer-centric solutions, driving innovation
across categories, and leveraging digital capabilities to enhance efficiency
and reach. With these priorities at the core, Somany Ceramics is well-
equipped to accelerate growth momentum and create enduring value for
all stakeholders.

HUMAN RESOURCES

At Somany Ceramics Limited, our people remain at the heart of everything
we do. Building on the strong foundation of our employee-centric
practices, this year was focused on deepening engagement, enhancing

well-being and fostering a culture of continuous growth and inclusivity.
Our commitment to being the 'best employer in the tile industry’ continues
to guide every initiative and decision. The Company firmly believes that
its employees are its most valuable asset and a key driver of long-term
growth and business success. The Company’s people strategy focuses
on attracting, developing and retaining talent, fostering an inclusive and
high-performance culture and providing opportunities for continuous
learning and professional development.

Strengthening a Culture of Growth

This year marked the launch of our Mentorship Program, a significant
step towards nurturing internal talent and enabling knowledge sharing
across levels. The program has created meaningful mentor-mentee
partnerships, helping employees gain practical insights, strengthen
leadership capabilities, and accelerate their professional development.
In addition, we continued to focus on building awareness and capability
through targeted learning interventions, ensuring alignment with evolving
business and employee needs.

Advancing Employee Well-being

Employee well-being remained a key priority, reflected through a series
of thoughtfully designed initiatives. Your Company conducted nutrition
awareness sessions to promote healthier lifestyles and enable employees
to make informed dietary choices. In April 2025, a canteen facility
was introduced at our Head Office, significantly enhancing everyday
convenience for employees by providing easy access to hygienic,
nutritious and well-balanced meals within the workplace. Designed with a
focus on nutritional value and a balanced diet, the curated menu supports
healthier eating habits. The facility has been particularly beneficial
for employees residing in PG accommodations or away from home,
reducing their dependence on external food options while offering meals
at economical rates. Beyond convenience, it has also fostered greater
interaction and collaboration among employees.

In line with our commitment to holistic wellness, International Yoga Day
was also celebrated, creating awareness about physical and mental well¬
being and encouraging employees to adopt healthier routines.

Further strengthening the wellness ecosystem, a corporate tie-up with
Tata 1mg was undertaken, enabling employees to access healthcare
services and products with greater ease and convenience, reinforcing our
focus on preventive care.

Fostering Engagement & Belonging

The focus on employee engagement continued through vibrant
celebrations and inclusive initiatives that brought employees and their
families together. Festivals such as Holi and Diwali were celebrated with

enthusiasm across locations, reinforcing a spirit of togetherness and
cultural connect within the organization.

Kalakriti, our Children's Day celebration, was also hosted and witnessed
enthusiastic participation from employees’ families, with 238 children
taking part across locations. The event provided a creative platform for
young minds to express themselves through art, while strengthening the
bond between the organization and employees' families. Such initiatives
continue to enhance workplace warmth and foster a sense of belonging
beyond professional boundaries.

Empowering Through Inclusion & Awareness

The Company took a meaningful step towards financial empowerment
by conducting our first-ever Financial Literacy Session for Women
Employees. This initiative was aimed at enhancing financial awareness,
encouraging informed decision-making and supporting long-term
financial well-being.

Recognizing Commitment & Performance

Recognition continues to be an integral part of the culture. This year, 149
employees were honored with Long Service Awards, celebrating their
dedication and invaluable contribution to the organization's journey.

Rewards & Recognition framework was also strengthened, ensuring that
performance, commitment, and exemplary contributions across functions
are acknowledged in a timely and meaningful manner. These initiatives
continue to inspire employees and reinforce a high-performance culture.

A Workplace of Choice

Your Company is proud to have been certified as a Great Place to Work®
for the year 2025-26. This recognition reflects the trust the employees
place in the Company and stands as a testament to the inclusive,
transparent, and growth-oriented work environment.

Looking Ahead

As we move forward, the focus remains on creating a workplace where
employees feel valued, empowered and inspired to perform at their best.
By continuously listening, evolving and innovating, we aim to further
strengthen our people practices and reinforce our position as an employer
of choice.

DIVIDEND

The Board of Directors of the Company, after considering the Company's
financial performance and keeping in view the Dividend Distribution
Policy of the Company, has recommended a final dividend @ 100% i.e.
' 2 per equity share of face value of ' 2 each for the FY ended 31 March,
2026. The recommended final dividend is subject to the approval of the

Members at the ensuing Annual General Meeting of the Company. The
record date fixed for determining the entitlement of Members for payment
of final dividend, if approved by the Members, is Wednesday, 5 August,
2026. Further, for the year under review, the Board of Directors, at its
meeting held on 04 May, 2026, declared an interim dividend @ 200% i.e.
' 4 per equity share of face value of ' 2 each.

Accordingly, the total dividend for FY 2025-26 aggregates to ' 6 per
equity share of face value of ' 2 each (300%), as compared to the total
dividend of ' 3 per equity share of face value of ' 2 each (150%) declared
for FY 2024-25.

This represents a payout ratio of 24.83% as against 14.36% in the previous
year.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of Listing Regulations, the Dividend
Distribution Policy is available on the website of the Company at Dividend
Distribution Policy.

RESERVES

During the year under review, no amount has been transferred to any
reserve.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any
deposits within the meaning of Section 73 of the Companies Act, 2013
read with the Companies (Acceptance of Deposits) Rules, 2014.

ALTERATION OF MEMORANDUM OF ASSOCIATION

During the year under review, the Members of the Company, by way of
a Special Resolution passed at the Annual General Meeting held on 18
September, 2025, approved the alteration of the Object Clause of the
Memorandum of Association ("MOA") of the Company by altering the
existing Clause 3(b) by adding a new sub-clause (xxxiii) of the MOA. The
amendment to the MOA was carried out to align with the Company's
strategic vision to enhance sustainability and energy efficiency. By
enabling captive power generation through renewable sources such as
solar energy, the Company aims to secure a stable, cost-effective power
supply for its manufacturing facilities, improve operational resilience and
promote responsible energy consumption.

SHARE CAPITAL

As on 31 March, 2026, the Authorized Share Capital of the Company stood
at ' 32,30,00,000/- divided into 16,15,00,000 equity shares of ' 2/- each.
The Issued, Subscribed and Paid-up Equity Share Capital of the Company

as on 31 March, 2026 was ' 8,20,25,612/- divided into 4,10,12,806 equity
shares of ' 2/- each.

During the year under review, 3,201 equity shares of face value of ' 2/-
each were allotted by Nomination and Remuneration Committee on 13
August, 2025 pursuant to exercise of Employee Stock Options under
the ESOP Plan 2023. Consequently, the Issued, Subscribed and Paid-up
Equity Share Capital of the Company increased from ' 8,20,19,210/- to
' 8,20,25,612/-.

SUBSIDIARY / ASSOCIATE / JOINT VENTURE COMPANIES

The Board of Directors periodically reviews the performance, operations
and key business developments of the Company’s subsidiaries and
associate companies. In accordance with the provisions of Section 129(3)
of the Companies Act, 2013, the Consolidated Financial Statements of
the Company have been prepared and presented in this Annual Report,
incorporating the financial statements of its subsidiaries and associate
companies.

The Company does not have any material subsidiary within the meaning
of the Listing Regulations. A Policy for Determining Material Subsidiaries
has been adopted by the Board and is available on the website of the
Company.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the
audited standalone and consolidated financial statements of the Company
together with the audited financial statements of its subsidiaries are
available on the website of the Company at www.somanyceramics.com.
These documents shall also be available for inspection by the Members
at the Registered Office of the Company from 03:00 PM to 05:00 PM on
all working days up to the date of the ensuing Annual General Meeting.

A statement containing the salient features of the financial statements
of the Company’s subsidiaries and associate companies in Form AOC-1,
prepared in accordance with Section 129(3) of the Companies Act, 2013
read with Rule 5 of the Companies (Accounts) Rules, 2014, is annexed to
this Report as Annexure - 1.

Investments during the Year
Dura Build Care Private Limited

During the year under review, the Company invested ' 1,030 Lakhs in
M/s Dura Build Care Private Limited (DBCPL), towards acquisition of
51% equity shares on 15 July, 2025. Post acquisition, DBCPL became the
subsidiary of the Company.

Somany Max Private Limited

During the year under review, the Company further invested ' 3,000
Lakhs in M/s Somany Max Private Limited ("SMPL"), a subsidiary of the
Company, towards subscription to the equity shares issued on a rights
basis on 15 September, 2025. Consequently, the Company’s investment
in equity share capital of SMPL increased from ' 6,000 Lakhs to ' 9,000
Lakhs and its equity shareholding increased from 80.00% to 85.71%.

The Company also continues to hold an investment of ' 2,800 Lakhs in
11% Cumulative Redeemable Preference Shares of SMPL.

Sudha Somany Ceramics Private Limited

During the year under review, the Company further invested ' 300 Lakhs in
M/s Sudha Somany Ceramics Private Limited ("SSCPL"), a subsidiary of
the Company, towards subscription to the equity shares issued on a rights
basis on 28 October, 2025. Consequently, the Company’s investment in
the equity share capital of SSCPL increased from ' 3,757.50 Lakhs to
' 4,057.50 Lakhs.

The Company also continues to hold an investment of ' 1,020 Lakhs in
11% Cumulative Redeemable Preference Shares of SSCPL.

Companies that have ceased to be Subsidiaries, Joint Ventures, or
Associates during the year under review:

There were no companies that ceased to be subsidiaries, joint ventures,
or associates during the year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH
RELATED PARTIES

All contracts/ arrangements/ transactions entered into by the Company
during FY 2025-26 with related parties were on an arm’s length basis and
in the ordinary course of business. The approval of the Audit Committee
was sought for all related party transactions. Certain transactions which
were repetitive in nature were approved through omnibus route.

During FY 2025-26, the aggregate value of transactions entered into
between the Company and M/s Sudha Somany Ceramics Private Limited
("SSCPL"), an unlisted subsidiary of the Company, exceeded the materiality
threshold prescribed under Regulation 23(1) of the Listing Regulations.
Accordingly, pursuant to the approval of the Audit Committee and the
Board of Directors, the Members of the Company approved the material
related party transaction(s) with SSCPL by way of an Ordinary Resolution
passed at the 57^th Annual General Meeting held on 18 September, 2025.

All related party transactions were in compliance with the applicable
provisions of the Companies Act, 2013 and Listing Regulations. Details
with respect to transaction(s) with the Related Party(ies) entered

into by the Company during the reporting period are disclosed in the
accompanying Financial Statements and the details pursuant to clause
(h) of Section 134(3) of the Act and Rule 8(2) of the Companies (Accounts)
Rules, 2014 are given in Form AOC-2 which is annexed as Annexure - 2.

The attention of the members is drawn to the financial statements, which
contain the related party disclosures.

Pursuant to the amendments to the Listing Regulations, the Company
has revised its existing "Related Party Transactions Policy" to align it with
the requirements of the said Listing Regulations. The updated Related
Party Transactions Policy of the Company as approved by the Board has
been uploaded on the Company’s website at the weblink: Related Party
Transactions Policy.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The disclosure pursuant to Section 134(3)(g) of the Companies Act,
2013 regarding Particulars of Loans, Guarantees and Investments
covered under Section 186 of the Act is provided in the notes to Financial
Statements (Standalone) forming part of this Annual Report.

SCHEME OF AMALGAMATION

During the year under review, the Board of Directors at its meeting
held on 07 November, 2025 approved the Scheme of Amalgamation of
Somany Bathware Limited, Somany Excel Vitrified Private Limited and SR
Continental Limited (hereinafter collectively referred to as the "Transferor
Companies"), all being wholly-owned subsidiaries of the Company, with
and into Somany Ceramics Limited ("Transferee Company") and their
respective shareholders and creditors, pursuant to the provisions of
Sections 230 to 232 ("Scheme") and other applicable provisions of the
Companies Act, 2013 read with the relevant rules made thereunder and
the applicable provisions of the Listing Regulations.

Pursuant to the aforesaid Scheme, the Company filed an application with
the Hon’ble National Company Law Tribunal, Kolkata Bench on 23 March,
2026. Subsequently, the Hon’ble NCLT, Kolkata Bench, vide its First Motion
Order dated 09 April, 2026, directed the Company to convene meetings
of the equity shareholders and unsecured creditors for obtaining their
approval to the Scheme.

The Scheme is subject to the requisite approvals of statutory and
regulatory authorities, shareholders and creditors and shall become
effective upon fulfillment of the conditions specified therein.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to Sections 124 and 125 of the Companies Act, 2013 read with
the Investor Education and Protection Fund Authority (Accounting, Audit,

Transfer and Refund) Rules, 2016 ("IEPF Rules"), the amount of dividend
remaining unpaid or unclaimed for a period of seven consecutive years
from the date of transfer to Unpaid Dividend Account of the Company, is
liable to be transferred to Investor Education and Protection Fund.

Further, all the shares in respect of which dividend has remained unclaimed
for seven consecutive years or more from the date of transfer to Unpaid
Dividend Account shall also be transferred to the demat account of IEPF
Authority. The said requirement does not apply to shares in respect of
which there is a specific order of Court, Tribunal or Statutory Authority,
restraining any transfer of the shares.

In the interests of the shareholders, the Company sends periodical
reminders to the shareholders to claim their dividend in order to avoid
transfer of dividends/shares to IEPF Authority. During the year under
review, notice in this regard was also published in the newspapers. The
details of unclaimed dividend and the list of shareholders whose shares
are liable for transfer to the IEPF Authority are uploaded on the Company’s
website. Shareholders may claim the transferred shares/dividend
from the IEPF Authority by making an application in the prescribed
Form IEPF-5.

In light of the aforesaid provisions, the unpaid/ unclaimed dividend
declared for the FY 2018-19 is due for transfer to IEPF on or after 24
September, 2026.

During the year under review, the Company transferred 2,400 Equity
Shares of ' 2/- each in respect of the dividend declared for the FY 2017¬
18, which remained unclaimed for a period of seven consecutive years, to
Investor Education and Protection Fund pursuant to Section 124(6) of the
Companies Act, 2013 within the scheduled time.

Further, a dividend amount of ' 5,58,414 which remained unclaimed in
respect of the dividend declared for the FY 2017-18, was transferred
to IEPF pursuant to Section 124 of the Companies Act, 2013 within the
scheduled time.

COMPLIANCE MANAGEMENT FRAMEWORK

The Company has established a compliance management framework
to monitor compliance with applicable laws, regulations, industry
standards and internal policies. The framework is supported by defined
processes, periodic compliance certifications and regular reviews by
the Management. Compliance reports covering key regulatory and
statutory requirements are periodically placed before the Board for
review. The Company continues to strengthen its compliance culture
through ongoing monitoring, awareness initiatives and implementation
of appropriate controls to ensure adherence to applicable legal and
regulatory requirements.

STATEMENT ON COMPLIANCE OF APPLICABLE SECRETARIAL
STANDARDS

Your Directors state that they have devised proper systems to ensure
compliance with the provisions of applicable Secretarial Standards i.e.
Secretarial Standard on Meetings of the Board of Directors ("SS-1")
and on General Meetings ("SS-2") as issued and amended, from time to
time by the Institute of Company Secretaries of India ("ICSI") in terms
of Section 118(10) of the Act and that such systems are adequate and
operating effectively.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of the knowledge and belief of the Directors of the Company
and according to the information and explanations obtained by them, your
Directors make the following statement in pursuance of Section 134(3)(c)
read with Section 134 (5) of the Companies Act, 2013:

a) In the preparation of the annual accounts for the year ended 31 March,
2026, the applicable accounting standards read with requirements
set out under Schedule III to the Act, had been followed and there are
no material departures from the same;

b) They have selected such accounting policies, 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 the Company as at 31 March, 2026 and of the profit of
the 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 annual accounts have been prepared on a going concern basis;

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board comprises an optimum combination of Executive, Non¬
Executive and Independent Directors possessing diverse skills, expertise
and experience across finance, management, strategy, governance and
legal functions. Details of the skills, expertise and core competencies of
the Directors are provided in the Corporate Governance Report forming

part of this Annual Report. The list of Directors and Key Managerial
Personnel at the end of the FY under review is as under:

The Members of the Company at the 57^th Annual General Meeting held
on 18 September, 2025 approved the re-appointment of Mr. Abhishek
Somany (DIN: 00021448) as Managing Director & Chief Executive Officer
of the Company for a further period of three years with effect from 01
June, 2026.

During the year under review, Mr. Ambrish Julka ceased to hold the
position of Company Secretary & Compliance Officer of the Company with
effect from 07 May, 2025 and Mr. Anuj Kalia was appointed as Company
Secretary & Compliance Officer of the Company with effect from 08 May,
2025.

Further, in accordance with the provisions of the Companies Act, 2013 and
the Articles of Association of the Company, Mr. Ghanshyam Girdharbhai
Trivedi (DIN: 00021470), Non-Executive Non-Independent Director of the
Company, shall retire by rotation at the ensuing Annual General Meeting
("AGM") and, being eligible, has offered himself for re-appointment.
Based on the recommendation of the Nomination and Remuneration
Committee, the Board of Directors has recommended his re-appointment
to the Members at the ensuing AGM.

The disclosure required pursuant to Regulation 36 of the Listing
Regulations and Secretarial Standard on General Meetings ("SS-2") is
provided in the Notice convening the 58^th AGM.

DECLARATION OF INDEPENDENCE

All Independent Directors of the Company have given requisite
declarations under Section 149(7) of the Companies Act, 2013, that they
meet the criteria of independence as laid down under Section 149(6) of
the Act along with Rules framed thereunder, Regulation 16(1)(b) of Listing
Regulations and have complied with the Code of Conduct of the Company
as applicable to the Board of Directors and Senior Managerial Personnel.
In terms of Regulation 25(8) of the Listing Regulations, the Independent
Directors have confirmed that they are not aware of any circumstance
or situation, which exists or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties with an objective
independent judgement and without any external influence. The Directors
have also confirmed that they are not debarred from holding the office
of director by any order of SEBI or any other authority. The Company
has received confirmation from all the Independent Directors of their
registration on the Independent Directors Database maintained by the
Indian Institute of Corporate Affairs, in terms of Section 150 of the Act
read with Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014.

The Independent Directors of the Company have complied with the Code
for Independent Directors as prescribed in Schedule IV to the Act. In the
opinion of the Board, the Independent Directors possess the requisite
expertise and experience and are persons of high integrity and repute.
They fulfill the conditions specified in the Act as well as the Rules made
thereunder and are independent of the management.

FAMILIARISATION PROGRAMME

The Company familiarises its Independent Directors with the business,
operations, industry developments, regulatory environment and strategic
priorities of the Company through presentations and interactions with
the senior management team. Details of the familiarisation programs
imparted to Independent Directors are available on the website of the
Company.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the Listing
Regulations, the Board, the Nomination and Remuneration Committee
("NRC") and the Independent Directors carry out an annual evaluation of
the performance of the Board, its Committees and Individual Directors,
including Independent Directors. The Company has devised a structured
evaluation framework for assessing the effectiveness of the Board and its

Committees and the contribution of individual Directors. The evaluation
process is conducted annually and serves as an important mechanism
for enhancing Board effectiveness, governance standards and overall
organizational performance.

During the year, the Board has carried out an annual evaluation of its
own performance, individual Directors including Independent Directors
(excluding the Director being evaluated) and its Committees. Board
evaluation was carried out on the basis of a questionnaire, prepared after
considering various inputs received from the Directors, covering various
aspects relating to the effectiveness of the Board’s functioning such as
development of suitable strategies and business plans, size, structure
and expertise of the Board and their efforts to learn about the Company
and its business, obligations and governance.

Performance evaluation of every Director was carried out by the Board
and Nomination and Remuneration Committee on parameters such as
appropriateness of qualification, knowledge, skills and experience, time
devoted to Board deliberations and participation in Board functioning,
extent of diversity in the knowledge and related industry expertise,
attendance and participation in the meetings and workings thereof and
initiative to maintain high level of integrity and ethics.

In a separate meeting of Independent Directors, performance of Non¬
Independent Directors, the Board as a whole and the Chairman was
evaluated.

The performances of Committees were evaluated on parameters such
as whether the Committees of the Board are appropriately constituted,
Committees have an appropriate number of meetings each year to
accomplish all of their responsibilities, Committee Members maintain the
confidentiality of their discussions and decisions. Committee conducts
a self-evaluation at least annually and makes reports to the Board along
with its suggestions and recommendations.

Performance evaluation of Independent Directors was carried out on
parameters such as Director upholds ethical standards of integrity, the
ability of the Director to exercise objective and independent judgment in
the best interest of the Company, the level of confidentiality maintained.
The Directors expressed their satisfaction with the evaluation process.

NOMINATION AND REMUNERATION POLICY

Your Company has formulated the Nomination and Remuneration
Policy ("NRC Policy") for its Directors, Key Managerial Personnel (KMP),
Senior Managerial Personnel and other employees of the Company.
This Policy sets out the guiding principles for the Nomination and
Remuneration Committee of the Company for recommending to the

Board the appointment and remuneration of the Directors, KMP, Senior
Management and other employees of the Company.

The Policy also includes the 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.

The Nomination and Remuneration Committee identifies and ascertains
the integrity, qualification, positive attributes, expertise and experience of
the person for appointment as Director, KMP or at Senior Management
level and recommends their appointment to the Board based upon the
requirement of the Company. For additional details, please refer to the
section titled "Nomination and Remuneration Committee" forming part of
the Corporate Governance Report.

The NRC Policy is available for the stakeholders on the website of the
Company and the same is accessible at the web link- Nomination and
Remuneration Policy.

MEETINGS OF THE BOARD

During the year under review, Four meetings of the Board of Directors
were held on 07 May, 2025, 13 August, 2025, 07 November, 2025 and
28 January, 2026. For additional details, please refer to the Corporate
Governance Report, which forms part of this Annual Report.

COMMITTEES OF THE BOARD

As on 31 March, 2026, the Board had constituted Seven Committees,
namely, Audit Committee, Nomination and Remuneration Committee,
Corporate Social Responsibility Committee, Risk Management Committee,
Stakeholders’ Relationship Committee, Share Transfer Committee and
Company Administrative Committee.

During the year under review, all recommendations made by the
Committees were accepted by the Board of Directors. A note on the
composition of the Board and its Committees, including details of the
terms of reference of various Committees, number of meetings held,
attendance of members during FY 2025-26 and other requisite details,
is provided in the Report on Corporate Governance forming part of
this Annual Report. The composition and terms of reference of all the
Committees of the Board are in compliance with the provisions of the
Companies Act, 2013 and the Listing Regulations.

AUDITORS
Statutory Auditor

M/s Singhi & Co., Chartered Accountants (Firm Registration No.
302049E), were re-appointed as Statutory Auditors of the Company at
the 54^th Annual General Meeting ("AGM") held on 23 September, 2022,

for the second term of 5 (five) consecutive years commencing from the
conclusion of the 54^th AGM till the conclusion of the 59^th AGM to be held
in the year 2027.

The observations of the Statutory Auditors, wherever applicable, are
explained in the appropriate notes to the standalone and consolidated
financial statements. The Statutory Auditors’ Report for FY 2025-26 does
not contain any qualification, reservation, adverse remark or disclaimer,
which would be required to be dealt with in the Boards Report.

Further, pursuant to the provisions of Section 143(12) of the Companies
Act, 2013, the Statutory Auditors have not reported any instance of fraud
during the year under review.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the rules made thereunder and Regulation 24A of the Listing
Regulations, M/s Pinchaa & Co., Company Secretaries (Firm Registration
No. P2016RJ051800), were appointed as the Secretarial Auditors of the
Company by the Members at the 57^th Annual General Meeting held on 18
September, 2025, to conduct the Secretarial Audit of the Company for a
term of 5 (five) consecutive years commencing from 01 April, 2025 till 31
March, 2030.

The Secretarial Audit Report for FY 2025-26 is annexed to this Report
as Annexure-3. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.

Further, pursuant to the provisions of Section 143(12) of the Act, the
Secretarial Auditor has not reported any instance of fraud during the year
under review.

Internal Auditors

The Board of Directors of the Company had appointed M/s Grant
Thornton Bharat LLP (LLPIN: AAA-7677) as the Internal Auditors of the
Company for FY 2025-26, pursuant to the provisions of Section 138 of the
Companies Act, 2013 read with the Companies (Accounts) Rules, 2014,
to conduct the internal audit of the Company for the FY ended 31 March,
2026.

Further, based on the recommendation of the Audit Committee, the Board
of Directors has re-appointed M/s Grant Thornton Bharat LLP (LLPIN:
AAA-7677) as the Internal Auditors of the Company for FY 2026-27.

ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act,
2013, the draft Annual Return of the Company as on 31 March, 2026 has
been placed on the website of the Company at the weblink: Annual Return.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has in place a Corporate Social Responsibility Policy
("CSR Policy") in accordance with the provisions of Section 135 of
the Companies Act, 2013 read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, as recommended by the Corporate
Social Responsibility Committee ("CSR Committee") and approved by the
Board of Directors of the Company.

The Company undertakes CSR activities in accordance with its CSR
Policy under the guidance and oversight of the CSR Committee. The
CSR Policy is aligned with the Company’s vision and focuses on creating
sustainable value for communities through initiatives in identified focus
areas. The CSR Policy is available on the website of the Company at
www.somanyceramics.com at the web link: CSR Policy.

During the year under review, the amount required to be spent towards
Corporate Social Responsibility ("CSR") activities, being 2% of the average
net profits of the Company calculated in accordance with the provisions
of the Companies Act, 2013, was ' 248.76 Lakhs, against which the
Company spent ' 248.81 Lakhs on CSR activities during FY 2025-26. The
Annual Report on CSR activities is annexed to this Report as Annexure-4.

INTERNAL CONTROL SYSTEM

The Company has established an adequate and effective internal control
system commensurate with the nature, size, scale and complexity of its
operations. The internal control framework is supported by well-defined
policies, standard operating procedures, guidelines and processes
designed to ensure orderly and efficient conduct of business, safeguarding
of assets, prevention and detection of frauds and errors, accuracy and
completeness of accounting records and timely preparation of reliable
financial information.

The effectiveness of the internal control system is regularly reviewed
through a comprehensive internal audit programme, management
reviews and oversight by the Audit Committee. The Internal Audit function
independently evaluates the adequacy and effectiveness of internal
financial controls, risk management processes, governance mechanisms
and compliance with applicable laws, policies and procedures across
the Company’s operations. The Internal Audit function also undertakes
periodic reviews of key business processes and significant transactions
and submits its observations and recommendations to the Audit
Committee for review and appropriate action.

INTERNAL FINANCIAL CONTROLS

The Company has established adequate internal financial controls
commensurate with the size, scale and complexity of its operations in
accordance with the provisions of Section 134(5)(e) of the Companies

Act, 2013. The internal financial control framework is designed to ensure
the orderly and efficient conduct of business, adherence to the Company’s
policies, safeguarding of assets, prevention and detection of frauds and
errors, accuracy and completeness of accounting records and timely
preparation of reliable financial information.

The effectiveness of the internal financial controls is periodically reviewed
through a risk-based assessment framework by the Management, Internal
Auditors and wherever considered necessary, external consultants.
The Audit Committee is regularly apprised of the internal audit findings,
status of implementation of corrective actions and significant control
enhancements. Based on such reviews, the Company continues to
strengthen its control environment through process improvements,
refinement of standard operating procedures and implementation of
appropriate control measures, wherever required.

RISK MANAGEMENT

The Company has a structured Risk Management framework in place in
accordance with Section 134(3)(n) of the Companies Act, 2013. The Board
has formed a Risk Management Committee to frame, implement and
monitor the risk management plan for your Company. Risk Management
Policy of the Company is also formulated and necessary controls have
been reviewed and put in place from time to time to strengthen it further.

The Risk Management system is quite elaborate and is established to
identify, assess and prioritize risks that need to be minimized, monitored
and mitigated. These measures help in reducing and controlling the
impact of adverse events and maximize the opportunities of realization.
Major risks are identified systematically and mitigated on a continuous
basis.

Given the energy-intensive nature of the ceramic industry, the Company
continues to closely monitor energy costs, particularly natural gas prices,
which constitute a significant component of manufacturing costs. The
Company undertakes appropriate operational, procurement and efficiency
improvement measures to mitigate the impact of fluctuations in energy
prices and ensure sustainable business operations.

The Risk Management Policy as approved by the Board has been uploaded
on the Company’s website at the weblink: Risk Management Policy

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has in place a Vigil Mechanism / Whistle Blower Policy in
accordance with Regulation 22 of the Listing Regulations and Section
177(9) of the Companies Act, 2013. The Policy provides a mechanism to
the stakeholders of the Company, including Directors and employees, to

report concerns relating to unethical behavior, actual or suspected fraud,
or violation of the Company’s Code of Conduct.

The Policy provides adequate safeguards against victimization of whistle
blowers and enables direct access to the Chairman of the Audit Committee
in exceptional cases. The protected disclosures, if any, received under the
said mechanism are appropriately and expeditiously investigated. Further
details of the Vigil Mechanism / Whistle Blower Policy are provided in the
Corporate Governance Report forming part of this Annual Report. The
Policy is also available on the website of the Company at: Vigil Mechanism
Policy.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT,
TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO

The particulars relating to conservation of energy, technology absorption,
research and development, foreign exchange earnings and outgo, as
required under Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8(3) of the Companies (Accounts) Rules, 2014, are provided in
Annexure - 5 forming part of this Board’s Report.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Companies Act, 2013 read with Rule 5(1)
of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are provided at Annexure - 6.

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 statement
showing the names and other particulars of the top ten employees and
employees drawing remuneration in excess of the limits prescribed under
the said Rules are provided at Annexure - 7.

EMPLOYEE STOCK OPTIONSomany Ceramics Employee Stock Option Plan 2021

The Somany Ceramics Employee Stock Option Plan 2021, providing for the
grant of up to 4,23,794 stock options, was approved by the shareholders
of the Company through Postal Ballot on 7 April, 2022. In accordance with
the terms of the Plan, options that lapse or are forfeited upon cessation
of employment or otherwise become available for reissue are added back
to the option pool and may be re-granted. Accordingly, out of the said
option pool, 3,50,102 options were granted to 33 eligible employees on 29
April, 2022 under Grant 1 and 1,01,107 options were granted to 13 eligible
employees on 07 February, 2023 under Grant 2.

During the year under review, due to resignation of a few eligible employees,
18,156 options lapsed/forfeited from Grant 1 and 25,102 options lapsed/
forfeited from Grant 2 under the Somany Ceramics Employee Stock
Option Plan 2021. Accordingly, a total of 43,258 stock options lapsed /
forfeited during the year under Somany Ceramics Employee Stock Option
Plan 2021.

Somany Ceramics Employee Stock Option Plan 2023

Somany Ceramics Employee Stock Option Plan 2023 was approved by
the shareholders of the Company at the 55^th Annual General Meeting held
on 25 August, 2023 for grant of 12,74,226 Options. In accordance with
the terms of the Plan, options that lapse or are forfeited upon cessation
of employment or otherwise become available for reissue are added back
to the option pool and may be re-granted. Out of the said total options,
1,36,576 options were granted to 26 eligible employees on 08 November,
2023 in Grant 1, 2 & 3 and 3,201 options were granted to 6 eligible
employees on 29 May, 2024 in Grant 4 and 1,03,420 options were granted
to 24 eligible employees on 06 February, 2025 in Grant 5 & 6 and 1,59,000
options were granted to 19 eligible employees on 28 March, 2026 in Grant
7 under the Somany Ceramics Employee Stock Option Plan 2023.

During the year under review, due to resignation of a few eligible
employees, total 2,467 options lapsed /forfeited from Grant 5 and 3,043
options lapsed /forfeited from Grant 6 under the Somany Ceramics
Employee Stock Option Plan 2023. Accordingly, a total of 5,510 stock
options lapsed / forfeited during the year under Somany Ceramics
Employee Stock Option Plan 2023.

The certificate received from the Secretarial Auditor of the Company
certifying that the ESOP Plans have been implemented in accordance with
the provisions of the SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 and the resolutions passed by the Members of
the Company shall be placed before the Members at the ensuing Annual
General Meeting in compliance with the applicable provisions of the said
Regulations.

With regard to the aforesaid ESOP Plans, the disclosures as stipulated
under the SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 and Companies Act, 2013 as on 31 March, 2026 are
provided in Annexure - 8 to this report. The details are also available on
the website of the Company at the weblink : ESOP Disclosure FY 2025-26.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to the requirements of Regulation 34 read with Schedule V of the
Listing Regulations, the Management Discussion and Analysis Report for
FY 2025-26, covering, inter alia, the industry structure and developments,
opportunities and threats, outlook, risks and concerns, internal control
systems and financial and operational performance of the Company,
forms part of this Annual Report.

CORPORATE GOVERNANCE

Pursuant to Regulation 34 read with Schedule V of the Listing Regulations,
a certificate obtained from the Statutory Auditors of the Company
confirming the compliance with the conditions of Corporate Governance
prescribed under the Listing Regulations and a report on Corporate
Governance form part of this Report as Annexure - 9.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Company remains committed to conduct its business in a
responsible and sustainable manner while creating long-term value for
all stakeholders. Sustainability considerations are increasingly being
integrated into the Company’s business strategies, operational processes
and decision-making framework with focus on resource efficiency,
environmental stewardship, employee well-being and responsible
business conduct. In compliance with the Listing Regulations, the
Company has prepared a Business Responsibility and Sustainability
Report ("BRSR") for FY 2025-26, which contains disclosures from an
Environmental, Social and Governance ("ESG") perspective. The BRSR
has been prepared in accordance with the requirements prescribed under
the Listing Regulations and is based on the nine (9) principles of the
National Guidelines on Responsible Business Conduct ("NGRBC"). The
BRSR forms part of this Annual Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,2013

Your Company has a robust Policy on Prevention, Prohibition and
Redressal of Sexual Harassment of Women at Workplace and matters
connected therewith or incidental thereto covering all the aspects as
contained under "The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013" ("POSH Act"). The
Company has complied with the provision relating to the constitution
of Internal Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. The
Company periodically conducts training / awareness sessions for the
employees to build the awareness about the Policy and provisions of the

POSH Act, the redressal mechanism and the role of Internal Committee.

For additional details, please refer to the Corporate Governance Report,

which forms part of this Annual Report.

During the period under review, the Company has not received any

complaint of sexual harassment.

OTHER DISCLOSURES

I. There were no significant material orders passed by the Regulators /
Tribunals / Courts during FY 2025-26 which would impact the going
concern status of the Company and its future operations.

II. There were no material changes and commitments in terms of
Section 134(3)(l) of the Companies Act, 2013, affecting the financial
position of the Company.

III. The maintenance of cost records as specified by the Central
Government under sub-Section (1) of Section 148 of the Companies
Act, 2013 is not applicable to the Company.

IV. There are no proceedings initiated/ pending against your Company
under the Insolvency and Bankruptcy Code, 2016 which materially
impact the business of the Company.

V. There has been no change in the nature of business of the Company.

VI. There was no instance of one-time settlement with any Bank or
Financial Institution.

VII. The Company has complied with the provisions of the Maternity
Benefit Act, 1961 and the rules made thereunder, including all
applicable obligations relating to maternity benefits for eligible
employees.

For and on behalf of the Board
SOMANY CERAMICS LIMITEDShreekant Somany

Place: Noida Chairman & Managing Director

Date: 15 May, 2026 DIN: 00021423