The Directors of your Company have the pleasure in presenting the 57^th Board’s Report together with the Annual Audited Financial Statements of the
Company for the financial year ended 31 March, 2025.

FINANCIAL HIGHLIGHTS

The summary of the Company’s financial statements, both on a standalone and consolidated basis, for financial year 2024-25 as compared to the
previous financial year i.e., 2023-24 is given below:

FINANCIAL REVIEW

(The financial discussion is based on Standalone Financial Statements)

Your Company continued to witness yet another challenging year and
experienced a very slow market demand environment. Despite weak
market demand particularly in the first half of the financial year, the
revenue increased by 1.4% to ' 2,56,942.13 Lakhs from ' 2,53,448.07
Lakhs in the previous financial year. 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 ' 16,392.71
Lakhs, ' 11,267.17 Lakhs and ' 8,568.76 Lakhs respectively.

On the balance sheet front, your Company’s net worth increased to
' 80,028.36 Lakhs in FY 2024-25 as compared to ' 72,316.83 Lakhs in
FY 2023-24. The Company’s total debt decreased to ' 1,367.61 Lakhs
in FY 2024-25 as compared to ' 1,401.39 Lakhs during FY 2023-24 on
account of repayment of term loan. The Net block (including capital work-
in-progress) of your Company increased to ' 49,115.20 Lakhs during FY
2024-25 as compared to ' 45,735.62 Lakhs during FY 2023-24. The

long-term investment of your Company increased to ' 32,557.99 Lakhs
in FY 2024-25 from ' 30,716.34 Lakhs in FY 2023-24 primarily due to
investments in equity shares and preference shares of Sudha Somany
Ceramics Private Limited.

There was an increase in net current assets to ' 5,232.45 Lakhs during
FY 2024-25 from ' 435.80 Lakhs during FY 2023-24, primarily on account
of the increase in trade receivables.

CONSOLIDATED FINANCIAL STATEMENTS

As required under Regulation 33 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the
consolidated financial statements have been prepared in accordance
with applicable Accounting Standards. The audited consolidated financial
statements together with Auditors’ Report forms part of this Annual
Report.

The consolidated net profit of your Company was ' 6,006.76 Lakhs for
the year under review compared to ' 9,688.94 Lakhs in the previous year.

CORPORATE HIGHLIGHTS
Access to Capacity

During the year under review, your Company’s capacity reduced by ~5
million square meters (msm) per annum because of discontinuation of
JV arrangement in two entities. As a result, the access to tile capacity
was reduced to ~75 msm comprising 29.97 msm from its own plants,
22 msm from subsidiaries and associates and ~23 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 expanding and upgrading its plant
and machinery and infrastructure. The Gross block of fixed assets
(including capital work-in-progress) increased by ' 11,134.28 Lakhs
during the financial year as compared to ' 18,023.51 Lakhs in the
FY 2023-24 on account of addition in fixed assets.

Branding and Distribution

Somany Ceramics: Pioneering Innovation, Sustainability, and
Engagement in FY 2024-25

During FY 2024-25, the Company steered through challenging market
conditions with resilience and a forward-looking vision. Building on our
legacy of innovation, we devised strategies that combined agility with an
unwavering commitment to excellence.

A defining highlight was our patented VC Shield Technology securing
the Superbrand title for the second consecutive year. This prestigious
recognition celebrates its cutting-edge design and the trust it has earned
from millions of customers, solidifying the Company’s leadership in the
industry.

A dynamic 360-degree branding strategy was embraced, integrating
television and digital campaigns to ignite awareness and engagement,
while outdoor activations, hyperlocal efforts and strategic partnerships
drove conversions and deepened our market presence.

New Launches: Elevating Standards

The Company’s product lineup dazzled with fresh tile collections-
Colorato, Regalia, Tones, Porto, Sedimento, Everstone, Eternastone and
Harmony-each redefining style and durability. In Bathware, Smart Sense
Luxury Toilets was introduced in the French Collection, Thin Essence
Wall Hung, Thermostatic Diverter and Quiet Swirl Wall Hung, seamlessly
blending luxury with advanced functionality.

Campaign with a Heart: Tamil TV Commercial

A Tamil TVC - Vignette campaign struck a chord in Tamil Nadu, weaving
Somany into the fabric of local culture. Integrated into the hit Tamil

serial Siragadikka Aasai on Star Vijay, featuring stars Meena and Muthu,
brought our products to life through relatable storytelling about dream
homes. Rolled out across Sun TV, Hotstar, Meta and more, this effort
connected with over 6.4 million viewers, strengthening our southern
foothold.

Engagement with influencers

Last year i.e. 2023-24, the Company started with sub-dealer loyalty
program in Bathware and this year i.e. 2024-25, the Company had
initiated the plumber loyalty program and followed it up with mason and
contractor loyalty program. The mission to train tile masons continued
and the Company conducted over 100 tile master training programs and
mason meets Pan - India.

Digital and Social campaigns

The Company’s digital strategy excelled through precision targeting on
YouTube and Meta, while always-on campaigns across social, display,
and search channels drove strong results. Digital transformation was
accelerated through WhatsApp Chatbot & Generative AI integration,
enhanced CRM capabilities and hyperlocal marketing strategies.
Bathware segment gained significant visibility with high impact / high-
visibility airport branding across 20 locations, including boarding passes
and tray placements, paired with 1,200 store activations and 120 Shop
in Shop (SIS) zones.

An extensive media push for the Coverstone Series aired across national
channels like Aajtak and NDTV 24x7, alongside digital platforms like Sony
Liv during US Open matches, with over 10,000 ad spots boosting visibility.
Influencer collaborations showcased our Experience Centres, blending
style and functionality, while outdoor hoardings maximized brand recall.

Expanding Footprints

Somany Ceramics extended its presence by opening new stores and
display centres across diverse regions, boosting customer engagement
and accessibility. Newly opened showrooms are carefully crafted spaces
which provide a hands-on opportunity to explore our wide-ranging
portfolio of tiles, sanitaryware, and bath fittings, allowing customers
to experience firsthand the quality, innovation, and design that set our
products apart. In financial year 2024-25, we established 85 exclusive
Somany and Bathware stores and added 120 Bathware Shop in Shop (SIS)
zones, underscoring our steadfast dedication to delivering excellence to
every corner.

Exhibition and Events

This year the Company participated in Dialogues Edition XVI showcasing
commitment to fostering meaningful relationship with architects. The
Company participated at ISH Frankfurt with Bathware products leading
the show. The Company’s presence at IIID Hyderabad and at FAIRPRO
Expo, Credai- Chennai allowed to connect directly with the lndustry
leaders, architects and home builders.

Sustainability in Focus: Transforming Broken Tiles into Trendsetting
Style

Somany’s "Transforming Broken Tiles into Trendsetting Style" initiative
stood out as a beacon of sustainability. Collaborating with over 35 top-
tier design institutions, including the Indian Institute of Art & Design
(IIAD) and K.R. Mangalam University, 2,500 architecture and interior
design students were engaged to reimagine waste tiles as stunning
murals, installations, and functional art pieces. These works now adorn
campuses across India, merging eco-conscious creativity with aesthetic
impact and sparking a rise in demand for sustainable offerings. Through
the project, 10.5 tons of tiles were repurposed, preventing 4.2 tons of CO₂
emissions. This project raised awareness about sustainability among the
next generation of architects, designers, and the broader community and
engaged with social media and reached 1.5 million people. The initiative
also received an award from ASSOCHAM - Marketing & Branding summit
for its sustainability initiative and impact.

Conclusion

Financial year 2024-25 encapsulates Company’s fusion of innovation,
connection and purpose. From the eco-inspired Broken Tiles initiative to
events like Dialogues, culturally rich South TVC, and the transformative
Building Connections drive, we’ve expanded our influence. With roll out
of new loyalty programs, groundbreaking launches and VC Shield’s
Superbrand legacy, Somany continues to craft living spaces that inspire
and is poised for a future of limitless potential.

INDIAN ECONOMY AND INDUSTRY SCENARIO AND OUTLOOK
Economy

In financial year 2024-25, the Indian economy maintained its growth
momentum, with an estimated GDP expansion of 6.4% against 8.2%
in financial year 2023-24. This robust performance was underpinned
by substantial infrastructure investments and growing consumer
aspirations. Despite global headwinds, India’s economy demonstrated
resilience, supported by solid domestic fundamentals and proactive policy
measures. Key contributors to this growth include ongoing structural
reforms, rapid digital transformation and accelerated infrastructure
development. Strategic government initiatives, steady consumer demand,
and a gradually improving labor market have also played a pivotal role
in reinforcing economic stability. The sustained performance of the
agriculture and service sectors, coupled with stable private consumption
and macroeconomic strength, further reinforces India’s long-term growth
potential.

The continued focus on infrastructure investments would act as a
catalyst for broader economic development. Moreover, urbanization
remains a cornerstone of India’s growth strategy, with initiatives like the

Smart Cities Mission and Pradhan Mantri Awas Yojana (PMAY) fostering
large-scale housing construction and urban infrastructure development
benefiting the real estate sector.

Looking ahead to financial year 2025-26, the economic outlook remains
positive, even amid global uncertainties such as geopolitical tensions
and trade disruptions. Domestically, continued private sector investment,
improving consumer confidence and rising corporate wages are expected
to be central drivers of growth. Rural demand is poised for recovery,
supported by a rebound in agriculture, easing food inflation and a
favorable macroeconomic climate.

Industry

The Indian tile industry has faced yet another challenging year, marked by
continued softness in the domestic market and a sharp decline in export
volumes. Despite these headwinds, the outlook remains optimistic,
supported by the Government’s robust infrastructure push and sustained
investments in the real estate sector.

One of the key drivers of this optimism is the Pradhan Mantri Awas Yojana
- Urban 2.0, which is playing a transformative role in the affordable
housing segment. By targeting the needs of economically weaker
sections (EWS), low-income groups (LIG), and middle-income groups
(MIG) in urban areas, the initiative is turning the vision of 'Housing for
All’ into a tangible reality. Backed by government subsidies, public-private
partnerships, and a commitment to sustainable, energy-efficient housing,
the scheme is reshaping urban living for millions.

India’s ongoing urbanization is also a major catalyst. As infrastructure
improves and job opportunities grow, real estate development is gaining
momentum not just in Tier-I cities but increasingly in Tier-II and Tier-III
towns, which are emerging as vibrant new growth hubs.

The commercial real estate segment remains especially dynamic, driven
by a steady rise in office space leasing and the growing popularity of
co-working environments and premium business centers. Projections
indicate that by 2047, nearly half of India’s population will live in urban
areas, significantly increasing demand for residential, office, and retail
spaces.

Moreover, the shift in tastes and needs have been well contemplated by
the tile industry and embraced innovation with open arms. Manufacturers
are aligning with evolving consumer preferences by introducing advanced
solutions that prioritize both design and functionality. The development
of anti-viral, anti-static, and germ-resistant tiles reflects a growing
emphasis on hygiene and wellness in built environments. Meanwhile,
advances in digital printing and the growing popularity of large-format
tiles are enabling unprecedented levels of customization, empowering
consumers to personalize their spaces in creative and meaningful ways.

DIVIDEND

The Board of Directors of your Company, after considering the Company’s
performance and keeping in view the Dividend Distribution Policy, has
recommended a final dividend @ 150% i.e. ' 3 per equity share of the
face value of ' 2/- each similar to the final dividend of ' 3 per equity
share of the face value of ' 2/- each @150% in the previous year. This
represents a payout ratio of 14.36% as against 11.85% in the previous
year. This recommendation is subject to the approval of the Members at
the ensuing 57^th Annual General Meeting ("AGM") of the Company.

DIVIDEND DISTRIBUTION POLICY

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

SHARE CAPITAL

As on 31 March, 2025, 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, 2025 was ' 8,20,19,210/- divided into 4,10,09,605 equity
shares of ' 2/- each.

During the year under review, 4,083 equity shares of face value of ' 2/-
each were allotted on 29 October, 2024 pursuant to exercise of Employee
Stock Options under the ESOP Plan 2021 and 1,902 equity shares of face
value of ' 2/- each were allotted on 06 February, 2025 pursuant to exercise
of Employee Stock Options under the ESOP Plan 2023, consequently
increasing the Issued, Subscribed and Paid-up Equity Share Capital of the
Company from ' 8,20,07,240/- to ' 8,20,19,210/-.

SUBSIDIARY / ASSOCIATE / JOINT VENTURE COMPANIES

During the year, the Board of Directors reviewed the affairs of its
subsidiaries and associate companies. In accordance with Section
129(3) of the Companies Act, 2013, the consolidated financial statements

of the Company, incorporating financials of its subsidiaries and associate
companies as stated in Annexure-1, which forms part of this Annual
Report, have been prepared. Your Company does not have any material
subsidiary.

Investments during the Year

Sudha Somany Ceramics Private Limited

During the year under review, the Company further invested ' 390 Lakhs
in M/s Sudha Somany Ceramics Private Limited ("SSCPL"), a Subsidiary
of the Company, towards the acquisition of equity shares by way of Rights
Issue on 16 August, 2024 and also invested ' 1,020 Lakhs towards the
acquisition of 11% Cumulative Redeemable Preference Shares of ' 10/-
each by way of Rights Issue on 26 March, 2025. The total investment in
SSCPL increased from ' 3,367.50 Lakhs to ' 4,777.50 Lakhs.

Clean Max Ananta Private Limited

During the year under review, the Company further invested ' 375.71
Lakhs in M/s Clean Max Ananta Private Limited ("CMAPL"), an Associate
of the Company, towards the acquisition of equity shares by way of Rights
Issue on 10 April, 2024. The total investment in CMAPL increased from
' 0.49 Lakhs to ' 376.20 Lakhs.

Divestments during the Year
Amora Tiles Private Limited

During the year under review, the Board of Directors of the Company in
their meeting held on 15 January, 2025, had approved to sell the entire
shareholding held by the Company in Amora Tiles Private Limited
("ATPL"), subsidiary company. The Company held 53.04 Lakh equity
shares aggregating to 51% shareholding and vide termination agreement
dated 04 February, 2025. The Company has divested its entire equity
shareholding in ATPL on 31 March, 2025, thereby ATPL ceased to be a
subsidiary company. However, in terms of the applicable provisions of
Indian Accounting Standards, the Company did not exercise significant
influence or control on decisions of the ATPL with effect from 01
December, 2024.

Acer Granito Private Limited

During the year under review, the Board of Directors of the Company
in their meeting held on 15 January, 2025, had approved to sell the
Company’s entire equity stake in Acer Granito Private Limited ("AGPL"),
associate company. The Company holds 14.60 Lakh equity shares
aggregating to 26.05% of the total paid-up capital of AGPL. The
Company entered into a Share Purchase Agreement ("SPA") dated 04
February, 2025 to sell its entire shareholding in AGPL. The proposed

sale of shares is expected to be completed within 15 months from the
date of execution SPA. However, in terms of the applicable provisions
of Indian Accounting Standards, the Company does not exercise
significant influence or control on decisions of the AGPL with effect
from 01 December, 2024.

In accordance with Section 136 of the Companies Act, 2013, the audited
financial statements, including the consolidated financial statements
along with related information of the Company and audited accounts of
each of its subsidiaries, are available on Company’s website at https://
www.somanyceramics.com/. These documents will also be available
for inspection at the registered office of the Company at 2, Red Cross
Place, Kolkata - 700001, India between 3:00 p.m. and 5:00 p.m. during
the working days till the date of ensuing Annual General Meeting (AGM).

The statement required under Section 134 of the Companies Act, 2013 in
respect of the Subsidiary, Associates and Joint Venture Companies in the
form AOC-1 is provided at Annexure - 1 to this report, which comprises
performance and financial position of each of Subsidiaries, Associates
and Joint Ventures. For additional details, refer para on Subsidiary
Companies in the Corporate Governance Report, which forms part of this
Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH
RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company
during FY 2024-25 with related parties were on an arm’s length basis
and in the ordinary course of business. During the year, pursuant to
approval of shareholders dated 12 August, 2024, under Regulation 23
of the Listing Regulations, your Company entered into Material Related
Party Transaction with M/s Sudha Somany Ceramics Private Limited,
subsidiary company. Further, approval of the Audit Committee was
sought for all related party transactions. Certain transactions which were
repetitive in nature were approved through omnibus route.

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 Act and Rule 8(2) of the Companies (Accounts)
Rules, 2014 are given in Form AOC-2 which is annexed as Annexure - 2.

Your Directors draw attention of the shareholders to the Financial
Statements which set out related party disclosures. A Policy on Related
Party Transactions 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 Companies Act, 2013 are provided in the notes
to Financial Statements (Standalone) forming part of this Annual Report.

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 elaborative and is established to
identify, assess and prioritize risks that needs 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.

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

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to Sections 124 and 125 of the Act read with the Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016 ("IEPF Rules"), the amount of dividend, if not
claimed for a consecutive period of seven 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 interest 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.

In light of the aforesaid provisions, the unpaid/ unclaimed dividend which
was declared for the year ended 31 March, 2018 is due for transfer to IEPF
on or after 30 September, 2025.

During the period under review, the Company transferred 48,458 Equity
Shares of ' 2/- each against dividend of the year 2017, 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 ' 8,44,797.60 /- which remained unclaimed
against dividend of the year 2017, was transferred to IEPF pursuant to
Section 124 of the Companies Act, 2013 within the scheduled time.

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 terms of Section 134(3)
(c) and Section 134 (5) of the Companies Act, 2013:

a) in the preparation of the annual accounts for the year ended 31 March,
2025, the applicable accounting standards read with requirements
set out under Schedule III to the Act, had been followed with proper
explanation 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, 2025 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 list of Directors and Key Managerial Personnel at the end of the
financial year under review is as under:

Mr. Manit Rastogi (DIN: 00370998) was appointed as Non- Executive
Independent Director for a period of 5 years with effect from 15 May, 2024
to 14 May, 2029 and Mr. Zubair Ahmed (DIN: 00182990) was appointed
as Non- Executive Independent Director for a period of 5 years with effect
from 01 October, 2024 to 30 September, 2029.

In the opinion of the Board, Mr. Manit Rastogi and Mr. Zubair Ahmed, Non
- Executive Independent Directors possess required experience, integrity,
expertise and relevant proficiency.

Mr. Siddharath Bindra (DIN: 01680498), completed his second and final
term and ceased to be Non- Executive Independent Director of the
Company with effect from 25 May, 2024.

Mr. Salil Singhal (DIN:00006629) and Mr. Ravinder Nath (DIN: 00062186)
completed their second and final term and ceased to be Non- Executive
Independent Director(s) of the Company with effect from 12 August, 2024.

Further, in accordance with the provisions of Companies Act, 2013,
Mr. Abhishek Somany (DIN: 00021448), Managing Director & CEO of
the Company shall retire at the ensuing Annual General Meeting of the
Company and being eligible has offered himself for re-appointment. The
Board has recommended his re-appointment to the Members at the
ensuing Annual General Meeting of the Company.

The disclosures required pursuant to Regulation 36 of the Listing
Regulations and the Secretarial Standard on General Meeting ('SS-2’) are
given in the Notice of 57^th AGM.

DECLARATION OF INDEPENDENCE

All Independent Directors of the Company have given requisite
declarations under Section 149(7) of the Companies Act 2013, ("Act")
that they meet the criteria of independence as laid down under Section
149(6) of the Act alongwith 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
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.

BOARD EVALUATION

Pursuant to the provisions of the Act and SEBI LODR, 2015, the evaluation
has been carried out by the Board, Nomination and Remuneration

Committee (NRC) and by the Independent Directors. The Company has
devised a formal process for annual evaluation of performance of the
Board, its Committees and Individual Directors including Independent
Directors. The process provides that the performance evaluation shall be
carried out on annual basis.

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 questionnaire, prepared after
considering various inputs received from the Directors, covering various
aspects revealing the efficiency 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 participations 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, taking into account the views of Executive and Non- Executive
Directors.

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 its responsibilities, Committee Members maintain the
confidentiality of their discussions and decisions. Committee conducts
a self-evaluation at least annually and make periodically reporting 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 Company, the level of confidentiality maintained. The
Directors expressed their satisfaction with the evaluation process.

The Board found the evaluation satisfactory and no observations were
raised during the said evaluation in current year as well as in previous
year.

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 Nomination and Remuneration
Committee of the Company for recommending to the Board the
appointment and remuneration of the Directors, KMR 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, KMR or at Senior Management
level and recommends to the Board their appointment based upon the
requirement of the Company. For additional details, refer para "Nomination
and Remuneration Committee" in Corporate Governance Report, which
forms part of this Annual Report.

Pursuant to the amendments to the Listing Regulations, the Company
has revised its existing "NRC Policy" to align it with the requirements of
the said Listing Regulations.

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

MEETINGS OF THE BOARD

During the year, 6 (Six) meetings of Board of Directors were held i.e.,
on 15 May, 2024, 29 May, 2024, 01 August, 2024, 29 October, 2024, 15
January, 2025 and 06 February, 2025. For additional details, please refer
to the Report on Corporate Governance, which forms a part of this Annual
Report.

COMMITTEES OF THE BOARD

As on 31 March, 2025, the Board has 7 (Seven) Committees:

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 the recommendations of the Committees
were accepted by the Board. A note on the composition of the Board and

its Committees, details of Committees including its terms of reference,
number of Committee meetings, the attendance of the members
during FY 2024-25 and other required details are provided in the Report
of Corporate Governance forming part of this Annual Report. The
composition and terms of reference of all the Committees of the Board
of Directors of the Company are in line with the provisions of the Act and
the Listing Regulations.

AUDIT COMMITTEE

The Audit Committee of the Company consists of Mr. Rameshwar
Singh Thakur, as Chairman of the Committee and Mr. Vineet Agarwal,
Mr. Ghanshyam Girdharbhai Trivedi and Mr. Manit Rastogi as the
members of the Committee. For additional details, refer para "Audit
Committee" in Corporate Governance Report, which forms a part of this
Annual Report.

All the recommendations made by the Audit Committee were accepted by
the Board during the year.

AUDITORS
Statutory Auditor

M/s. Singhi & Co., Chartered Accountants, having Firm Registration
No.302049E, were re-appointed at the 54^th Annual General Meeting (AGM)
held on 23 September, 2022, for a term of 5 consecutive years from the
conclusion of 54^th AGM till the conclusion of the 59^th AGM to be held in
the year 2027.

The observations of the Auditors, if any, are explained wherever necessary,
in the appropriate notes to the accounts. The Statutory Auditor’s report
does not contain any qualifications, reservations, adverse remarks or
disclaimers, which would be required to be dealt with in the Boards’
Report.

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

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act, read with the rules
made thereunder, the Board re-appointed M/s Pinchaa & Co., Company
Secretaries, to undertake the Secretarial Audit of your Company for
FY 2024-25. The Secretarial Audit Report for the year under review is
provided as Annexure - 3 of this report.

The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark. Pursuant to the provisions of Section
143(12) of the Act, the Secretarial Auditor has not reported any incidence
of fraud during the year

Further, pursuant to amended Regulation 24A of Listing Regulations,
and subject to the approval of the Members being sought in the ensuing
AGM, the Board of Directors has appointed M/s Pinchaa & Co., Company
Secretaries (Firm Reg. No. P2016RJ051800) as Secretarial Auditors to
undertake the Secretarial Audit of your Company for the first term of
five consecutive financial years commencing from 01 April, 2025, till 31
March, 2030. M/s Pinchaa & Co., Company Secretaries have confirmed
that they are not disqualified to be appointed as Secretarial Auditors and
are eligible to hold office as Secretarial Auditors of the Company.

Internal Auditors

Your Board of Directors had appointed M/s. Grant Thornton Bharat LLP
(LLPIN: AAA-7677), to act as the Internal Auditors of the Company for FY
2024-25 and for providing the Internal Audit Report for the financial year
ended 31 March, 2025 pursuant to Section 138 of the Companies Act,
2013 read with the Companies (Accounts) Rules, 2014.

Further, the Board on recommendation of Audit Committee has
re-appointed M/s. Grant Thornton Bharat LLP, (LLPIN: AAA-7677), to act
as the Internal Auditors of the Company for the FY 2025-26.

ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act,
2013, the Company has placed a copy of the Annual Return as at 31
March, 2025 on its website 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 on recommendation of Corporate
Social Responsibility Committee ("CSR Committee") and approval of the
Board of Directors of the Company.

The CSR Committee undertakes CSR activities in accordance with
its CSR Policy which is uploaded on the Company’s website at www.
somanyceramics.com at the web link: CSR Policy.

During the year under review, the 2% of the average net profit, as
calculated pursuant to the provisions of Companies Act, 2013, to be
spent for CSR expenditure in FY 2024-25 was ' 254.35 Lakhs and the
total amount spent by the Company on CSR activities was ' 254.40
Lakhs. The detailed report on CSR activities is enclosed as Annexure - 4
to this report.

INTERNAL CONTROL SYSTEM

The Company has an effective Internal Control System in place
considering the size, scale and complexity of the operations. The internal
control is supplemented by the detailed internal audit program, review by
management and the Audit Committee and documented Policies, SOPs,
Guidelines and Procedures. The Internal Audit monitors and evaluates
the efficacy and adequacy of internal control system in the Company, its
compliance with operating systems, accounting procedures and policies
at all the locations of the Company and also concurrently reviewing the
major activities at transaction level.

INTERNAL FINANCIAL CONTROL

The Company has an adequate Internal Financial Control (IFC) System
in accordance with the Section 134(5)(e) of the Companies Act, 2013
for ensuring the orderly and efficient conduct of its business including
adherence to company policies safeguarding of its assets, prevention and
detection of frauds and errors, accuracy and completeness of accounting
records and timely preparation of reliable financial information. The
standard controls defined in the IFC framework are reviewed by the
Internal Auditors, External Consultants and Management concurrently to
strengthen the existing processes and activities of the Company by way
of formulating new guidelines and incorporating necessary changes in
the SOP when needed.

HUMAN RESOURCE (HR)

Somany Ceramics Limited, consistently strived to provide an immersive
and enriching experience for the employees. Vision of becoming the best
employer in the industry has driven the Company to new heights and
enabled to achieve the prestigious Great Place to Work® certification.
This milestone reflects the Company’s unwavering commitment to
excellence and focus on continuous improvement in all aspects of the
employee experience.

This year, several initiatives were introduced which were aimed at creating
a more supportive and empowering environment for the employees to
thrive.

Driving Open Communication and Strengthening Ground Connect
Focus Group Discussions: Monthly Focus Group Discussion Sessions
have been implemented, where employees can share their insights and
ideas directly with the HR Team. These discussions act as skip-level
meetings, ensuring that voices from all levels of the organization are
heard and considered in decision-making.

Town Halls: Open communication and direct engagement with the
employees through quarterly Town Hall meetings led by MD & CEO are
prioritized. These meetings are not just about sharing updates but also an
opportunity for employees to engage directly with senior leadership, ask
questions, and provide feedback.

Employee Experience Survey: This platform enables employees across
locations and levels to share their honest feedback on various aspects of
their workplace experience. These insights helped to identify key focus
areas, enhance engagement, and shape a more inclusive and responsive
work environment.

Revolutionizing Onboarding Experience

Structured New Joiner Connect - The Company implemented a monthly
interactive session which provides new employees with an opportunity to
engage directly with the Business Head and the HR Head and share their
learnings, provide and seek feedback from the senior leadership team.
This initiative fosters early alignment with the organization's values and
vision, while also promoting open communication from the outset of the
employee lifecycle.

Buddy Program - As part of Company's commitment to a smooth and
engaging onboarding experience, Buddy Program has been implemented
to support new employees during their initial three months with the
organization. Each new joiner is assigned a dedicated Buddy-an
experienced team member who provides guidance, shares insights about
the Company culture, and helps the new hire navigate their role and work
environment.

Building Engagement Beyond Work

This year, employee engagement gained strong momentum across
locations with vibrant celebrations of Diwali, Independence Day,
Christmas, Children's Day, and Women's Day, promoting unity and
inclusivity. The 'Kalakriti' painting competition, involving the children
of employees brought added excitement. Individual birthday wish card
and work anniversary celebrations were introduced, which further
personalized the employee experience.

Appreciation Cards - non-monetary appreciation cards are a small but
meaningful way to acknowledge team members for their unique efforts.
Appreciation cards are provided in all offices of Somany which allows
peers, supervisors, and team members to recognize and appreciate each
other's contributions. From 01 July, 2024 to 07 July, 2024, appreciation
week was celebrated, bringing a heartfelt wave of gratitude across the
organization, as employees enthusiastically exchanged appreciation
cards.

Recognizing Excellence

Launched "The Idea Factory" - a company-wide competition aimed at
nurturing a culture of innovation by inviting employees across all levels
to share impactful ideas. The initiative focuses on two key areas: driving
business growth and enhancing systems and processes. Open to all
employees, irrespective of role or department, this platform not only
encourages idea-sharing but also recognizes and celebrates valuable
contributions.

Each year, at Somany, the exceptional contributions of our employees
are celebrated, by bestowing the Best Employee Award upon those
demonstrating outstanding achievements at Company's Plants,
recognizing their efforts that have never gone unnoticed. Additionally,
the appreciation extends to those employees and workers who have
consistently upheld perfect attendance, displaying steadfast reliability
and dedication towards their respective roles and the organization.

This year, the gratitude was also extended to 88 employees who were
honored with Long Service Awards, called "Nishtha," for their enduring
commitment to the Organization. The award ceremony was conducted
at Kadi and Kassar location, where our Chairman & Managing Director
and Manging Director & CEO felicitated the awardees. These collective
achievements underscore the strength and resilience of the team, driving
the Company forward to continue to uphold its values and pursue
excellence in all endeavors.

Focused approach towards Learning and Development

Somany Ceramics believes that continuous learning is the key to individual
and organizational growth. With a focused approach towards Learning
and Development, this year, a special emphasis was placed on product
training for our sales teams, conducting numerous sessions across
all verticals for the front-line and mid-level management employees.
Product Training sessions were launched in FY 2024-25 to deepen
product knowledge and strengthen market readiness.

In addition, leadership coaching was introduced by an eminent
professional for our senior management. The senior leadership team
is supported through one-on-one coaching by certified professionals,
helping them drive performance, lead with impact, and navigate change
effectively.

Well Being Initiatives for Employees

As part of ongoing commitment to employee well-being, at Somany,
a wide range of wellness initiatives have been introduced, aimed at
supporting the physical, emotional, and financial health of the workforce
have been introduced.

To ensure access to quality healthcare, the Company has partnered with
reputed hospitals and diagnostic service providers like Fortis, Max, Dr.
Lal PathLabs and others, offering affordable medical services. Regular
health check-up camps are organized across our offices and plants,
complemented by health awareness talks by medical experts and free
virtual consultations for employees. Additionally, to enhance lifestyle
wellness, corporate tie-ups with brands like Samsung and Lifestyle have
been done, to allow the employees to avail exclusive discounts and offers.

There are special benefits such as the Empathy and Suraksha Fund,
Group Term Life Insurance and Future Service Gratuity to provide a
strong safety net for employees and their families during times of need.

The Company’s wellness initiatives included International Yoga Day,
weekly Chair Yoga sessions at the Head Office, and Marathons at Kadi
and Kassar plants.

The Company is honoured to receive the Haryana State Safety, Health
and Welfare Award for Best First Aid Arrangements from the Labour
Department, Haryana Government this year.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism/ Whistle Blower Policy in line with
Regulation 22 of the Listing Regulations and in terms of Section 177(9) of
the Companies Act, 2013. The policy enables the stakeholders (including
Directors and employees) to report their concern about unethical behavior,
actual or suspected fraud or violation of the Company’s Code of Conduct.

The Policy provides adequate safeguards against victimization of whistle
blower and also enables their direct access to the Chairman of the Audit
Committee in exceptional cases. The protected disclosures, if any, reported
under this Policy are appropriately and expeditiously investigated by the
Chairman. The details of the Whistle Blower Policy are also explained in
the Corporate Governance Report and the Policy is also available on the
website of the Company at the weblink: Vigil Mechanism Policy.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under
review, as stipulated under the Listing Regulations, is presented in a
section forming part of this Annual Report.

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

The information on conservation of energy, research and development,
technology absorption, foreign exchange earnings and outgo as required
under Section 134 of the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014 forms part of this Board’s Report as Annexure - 5.

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 as provided in
the said rules are provided at Annexure - 7.

EMPLOYEE STOCK OPTION

Somany Ceramics Employee Stock Plan 2021

Somany Ceramics Employee Stock Plan 2021 was approved by the
shareholders of the Company on 07 April, 2022 through Postal Ballot for
grant of 4,23,794 Options. Out of the said total options, 3,50,102 options
were granted to 33 eligible employees on 29 April, 2022 in Grant - 1 and
1,01,107 options were granted to 13 eligible employees on 07 February,
2023 in the Grant - 2.

During the year under review, due to resignation / superannuation of few
eligible employees, 45,237 options lapsed/forfeited from Grant - 1 only
under the Somany Ceramics Employee Stock Plan 2021.

Somany Ceramics Employee Stock Plan 2023

Somany Ceramics Employee Stock Plan 2023 was approved by the
shareholders of the Company on 25 August, 2023 at the Annual General
Meeting for grant of 12,74,226 Options. 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.

During the year under review, due to resignation of few eligible employees,
total 4,868 options lapsed /forfeited from Grant - 2 only under the Somany
Ceramics Employee Stock Plan 2023.

With regard to the above, the disclosures as stipulated under the SEBI
Regulations and Companies Act, 2013 as on 31 March, 2025 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 2024-25.

CORPORATE GOVERNANCE

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In compliance with the Listing Regulations, the Company has prepared a
Business Responsibility and Sustainability Report for FY 2024-25 which
includes non - financial disclosures from an Environmental, Social and
Governance ("ESG") perspective and are sought under Nine (9) Principles
of National Guidelines on Responsible Code of Conduct for measuring the
performance in areas of business responsibility and sustainability and the
same 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". The Company has

complied with the provision relating to the constitution of Internal

Complaints Committee under the Sexual Harassment of Women at the

Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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
/ Courts during FY 2024-25 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)® 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.

For and on behalf of the Board
SOMANY CERAMICS LIMITED

Shreekant Somany

Place: Noida Chairman & Managing Director

Dated: 07 May, 2025 DIN: 00021423