Kajaria Ceramics Limited has announced the appointment of two new Independent Directors to strengthen its Board governance structure. The company's Board of Directors approved these strategic appointments on December 18, 2025, following recommendations from the Nomination and Remuneration Committee.

Board Appointments Details

Kajaria Ceramics Limited has appointed Mr. Hitesh Sohanlal Jain and Mr. Pradeep Udhas as Additional Non-executive Independent Directors for five-year terms effective December 19, 2025. The details of their appointments are as follows:

Professional Background of New Directors

Mr. Hitesh Sohanlal Jain

Mr. Jain brings over three decades of legal expertise to the Board. His educational credentials include an LL.B. from Symbiosis Law College, Pune, and an LL.M. from London School of Economics, United Kingdom. He is the Founding Managing Partner of Parinam Law Associates, a full-service law firm recognized for its expertise in complex commercial, financial, and cross-border matters.

Key highlights of his professional experience include:

• Legal Practice: Extensive experience in commercial litigation, dispute resolution, regulatory advisory, and public policy
• Law Commission Service: Served as a Member of the 23rd Law Commission of India, contributing to legal reform and judicial efficiency initiatives
• Corporate Governance: Previously served on boards of prominent pharmaceutical companies including Emcure Pharmaceuticals and Zuventus Healthcare
• Social Initiatives: Founder-Member of Laqshya NGO supporting sports athletes and Founder Director of Blukraft Digital Foundation

Mr. Pradeep Udhas

Mr. Udhas holds an MBA in Management Information Systems from Union College, New York. He brings extensive global business and consulting experience to the Board. His career highlights include serving as Senior Advisor to KPMG India Chairman and CEO, and previously as Senior Partner and Managing Partner West at KPMG India, which he co-founded 30 years ago.

Notable aspects of his professional journey:

• KPMG Leadership: Held various senior positions including global roles, incubating new services and building multi-million dollar businesses
• Entrepreneurial Experience: Founder of e2e Technologies, a US-based Solution Architecture firm, and Greater Pacific Capital, a PE firm focused on India and China investments
• Current Directorships: Independent Director of IndusInd Bank Limited, Hinduja Global Solutions Limited, Finolex Industries Limited, and Sharekhan Limited

Regulatory Compliance

Both appointments comply with regulatory requirements under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Companies Act, 2013. The appointments are subject to approval by the company's members in accordance with statutory provisions.

Importantly, both directors are not debarred from holding directorial positions pursuant to any SEBI order or other regulatory authority, as confirmed by the company in compliance with exchange circulars dated June 20, 2018.

Independence and Relationships

The company has disclosed that neither Mr. Hitesh Sohanlal Jain nor Mr. Pradeep Udhas are related to any existing Directors of the company, ensuring their independence in Board deliberations and decision-making processes.

These appointments reflect Kajaria Ceramics' commitment to strengthening its corporate governance framework with experienced professionals who bring diverse expertise in legal, financial, and strategic domains to support the company's continued growth and compliance objectives.

Kajaria Ceramics Limited has successfully completed its leadership restructuring plan after receiving overwhelming shareholder approval through a postal ballot process. The company announced on December 16, 2025, that all three special resolutions were passed with requisite majority, marking a significant milestone in the company's governance structure.

Postal Ballot Results

The voting results, based on the scrutinizer's report dated December 16, 2025, demonstrated strong shareholder confidence in the proposed leadership changes:

Voting Process Details

The postal ballot process was conducted entirely through electronic voting from November 16 to December 15, 2025. A total of 126,346,687 valid votes were cast for the first resolution, while 126,346,681 valid votes were recorded for the second and third resolutions, with no invalid votes reported.

The process was scrutinized by Shashikant Tiwari, Partner at Chandrasekar Associates, Company Secretaries, ensuring transparency and compliance with regulatory requirements under the Companies Act, 2013 and SEBI regulations.

Leadership Appointments Effective October 2025

The approved restructuring, effective from October 1, 2025, to September 30, 2030, establishes a new leadership hierarchy:

Ashok Kajaria (DIN: 00273877) has been re-designated as Chairman from his previous role as Chairman & Managing Director. The founding promoter brings over 49 years of industry experience and is credited with transforming India's tile industry.

Chetan Kajaria (DIN: 00273928) assumes the role of Vice Chairman, having previously served as Joint Managing Director. He holds a Bachelor's degree in Petrochemical Engineering from Pune University and an MBA from Boston College, US. Since joining in 2000, he has been instrumental in expanding the company's showroom network and production base.

Rishi Kajaria (DIN: 00228455) takes charge as Managing Director, transitioning from Joint Managing Director. He holds a B.Sc. in Business Administration from Boston University, USA, and joined Kajaria Ceramics in 2003. He spearheaded the vitrified tile vertical and the company's expansion into the bathware segment.

Strategic Implications

The restructuring aims to delegate major responsibilities from Ashok Kajaria to Chetan Kajaria and Rishi Kajaria, setting the stage for a new era of leadership at India's leading tile manufacturer. The overwhelming shareholder support reflects confidence in the company's strategic direction and the proposed leadership team's ability to drive future growth.

The appointments comply with the Companies Act, 2013, and SEBI regulations, with special resolutions required due to Ashok Kajaria's age exceeding 70 years and remuneration considerations for executive directors who are part of the promoter group.