19th Annual Report for the FY 2025-26

Dated: 31st August 2026 To, To, BSE Limited National Stock Exchange of India Ltd. Corporate Relations Department Corporate Relations Department Phiroze Jeejeebhoy Towers, Exchange Plaza, Block G,C/1, Bandra Dalal Street, Kurla Complex, Bandra (E), Mumbai – 400 001 Mumbai –400 051 Security Code: 543327 Symbol: EXXARO Dear Sir/Madam, Sub: Submission of Annual Report - 2025-26 of the Company, pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed the Annual Report of the Company for the Financial Year 2025-26 along with notice being sent to the shareholders for the 19th Annual General Meeting to be held on Saturday, the 26th September 2026 at 11:00 A.M. IST through Video Conferencing/ Other Audio Visual Means (VC/OAVM). The Annual Report containing the Notice is also uploaded on the Company’s website www.exxarotiles.com. We are requested to kindly take the same on record. Thanking You Yours Faithfully For Exxaro Tiles Limited Mr. Mukeshkumar B. Patel Managing Director DIN: 01944968 Encl: As Above EXXARO TILES LIMITED CIN: L26914GJ2008PLC052518 Registered Office: Survey No. 169 & 170, Vavdi, Harsol Road At & Po.: Mahelav, Ta.- Talod, Sabarkantha, Gujarat – 383305. Email ID: cs@exxarotiles.com, Tel: 079-3500 5555 Website: https://www.exxarotiles.com N O T I C E NOTICE is hereby given that the Nineteenth (19th) Annual General Meeting of the Members of Exxaro Tiles Limited (CIN: L26914GJ2008PLC052518) will be held on Saturday, 26th September 2026 at 11.00 A.M. Indian Standard Time (“IST”) through Video Conferencing facility/ Other Audio-Visual Means (“VC/OAVM”) to transact the following business: ORDINARY BUSINESS: 1. To consider and adopt: a. the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2026, together with the Reports of the Board of Directors and the Statutory Auditor thereon; b. the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2026, together with the Report of the Statutory Auditor thereon. 2. To appoint a Director in place of Mr. Dineshkumar R. Patel (DIN: 01917917) who retires by rotation and being eligible, offers himself for re-appointment. On behalf of the Board of Directors, EXXARO TILES LIMITED Date: 25th July 2026 Mr. Mukeshkumar B. Patel Place: Ahmedabad Chairman & Managing Director (DIN: 01944968) General instructions for accessing and participating in the Annual General Meeting through Video Conferencing (VC) or Other Audio Visual Means (OAVM) facility and voting through electronic means including remote e-voting: 1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 and pursuant to relevant Regulations of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, which sets out details relating to Ordinary Business. 2. In terms of Section 152 of the Act, Mr. Dineshkumar R. Patel (DIN: 01917917) retires by rotation at this meeting and being eligible, offers himself for re-appointment. The Board of Directors of the Company recommends his re-appointment. The Relevant details of the Director proposed to be re-appointed, as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 and Secretarial Standard on General Meetings (SS-2) is annexed to this notice. 3. A statement providing additional details/profile of the Directors seeking re-appointment as set out in the Notice is annexed herewith as required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India (‘ICSI’). 4. The Ministry of Corporate Affairs, Government of India (‘MCA’) has vide its circular No. 9/2024 dated 19th September, 2024, read with circulars dated 8th April 2020, 13th April 2020, 5th May 2020, 13th January 2021, 8th December 2021, 28th December 2022 and 25th September 2023, (collectively referred to as ‘MCA Circulars’) allowing, inter-alia, conducting of AGMs/EGMs through (‘VC / OAVM’) facility on or before 30th September 2025. The Securities and Exchange Board of India (‘SEBI’) also vide its Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167 dated 7th October, 2023 and SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated 3rd October, 2024 (‘SEBI Circulars’) has provided certain relaxations from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’). The deemed venue for the AGM will be the registered office of the Company at Survey No 169 & 170, Vavdi Harsol Road, At - Mahelav, Ta.- Talod, Dist.- Sabarkantha, Gujarat- 373305, India. Hence, Members can attend and participate in the ensuing EGM/AGM through VC/OAVM. 5. Attendance of the Members participating in the AGM through VC / OAVM facility shall be counted for the purpose of reckoning the quorum for the AGM as per section 103 of the Companies Act, 2013. 6. The Members can join the EGM/AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM/AGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM/AGM without restriction on account of first come first served basis. 7. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the EGM/AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as venue voting on the date of the EGM/AGM will be provided by NSDL. 8. In compliance with the aforesaid Circulars, Notice of the AGM along with the Annual Report for the FY 2025-26 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/RTA/Depositories. The Notice can also be accessed from the websites of the Company i.e. www.exxarotiles.com as well as from the website of Stock Exchanges where Company is listed i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. 9. The AGM Notice is also disseminated on the website of National Securities Depository Limited (NSDL) (agency for providing the Remote e-Voting facility and e-voting system during the AGM) i.e. www.evoting.nsdl.com. 10. Pursuant to the provisions of the Act, a member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/ her behalf and the proxy need not be a member of the Company. Since this AGM is being held pursuant to MCA circulars on AGM through VC/OAVM, the physical attendance of Members has been dispensed with. Accordingly, to facility for appointment of proxies by the Members will not be available for this AGM and hence the Attendance Slip, Route Map and Proxy Fo [Showing first 8,000 characters — download PDF for full document]