Kajaria Ceramics MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 12 Mar 2026, 28 fund houses

• To consider and approve appointment of Mr. Hitesh Sohanlal Jain (DIN: 00130023) as an Independent Director of the Company

  28 for0 against
• To consider and approve appointment of Mr. Pradeep Udhas (DIN: 02207112) as an Independent Director of the Company.

  ›Against Bank of India Mutual Fund, ICICI Prudential Mutual Fund, Jio BlackRock Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund

  • Bank of India Mutual Fund, Jio BlackRock Mutual FundPradeep Udhas, 67, is former Senior Partner and Managing Partner West of KPMG India. In the past, he has been Senior Advisor to KPMG India Chairman and CEO. He also founded e2e Technologies, a US based Solution Architecture firm and has set up Greater Pacific Capital, a PE firm with focus on investing in India and China. He has expertise in global business, management consulting, technology, private equity and quality systems. His appointment as Independent Director meets all statutory requirements.We raise concern that Pradeep Udhas has been an Independent Director on the board of IndusInd Bank Limited since 9 June 2022. He has been on the audit committee of IndusInd Bank Limited since 9 June 2022. In March 2025, the Bank disclosed that incorrect accounting of internal derivative trades had persisted for nearly a decade, which led to a cumulative adverse impact of ~19.6 bn on the balance sheet and an erosion of the bank’s net worth by 2.35%. In December 2025, IndusInd Bank Limited received letter from the Serious Fraud Investigation Office (SFIO) regarding an investigation into incorrect accounting of internal derivative trades. In May 2025, Internal audits in uncovered that ~Rs. 6.7 bn was wrongly recorded as interest income within the bank's microfinance (MFI) business over three quarters of FY25. Further, as per public sources, the Reserve Bank of India (RBI) raised concerns over ineffectiveness of IndusInd Bank’s internal audit department. Given these concerns during his term as Independent Director and member of audit committee at IndusInd Bank, we do not support his appointment as Independent Director.
  • ICICI Prudential Mutual FundMr. Pradeep Udhas has been an Independent Director on the board of IndusInd Bank Limited since June 2022. He has been on the audit committee of IndusInd Bank Limited since June 2022. Given concerns w.r.t. incorrect accounting incidences during his term as Independent Director and member of audit committee at IndusInd Bank, the AMC has voted against the resolution.
  • Kotak Mahindra Mutual FundPradeep Udhas, 67, is former Senior Partner and Managing Partner West of KPMG India. In the past, he has been Senior Advisor to KPMG India Chairman and CEO. He also founded e2e Technologies, a US based Solution Architecture firm and has set up Greater Pacific Capital, a PE firm with focus on investing in India and China. He has expertise in global business, management consulting, technology, private equity and quality systems. His appointment as Independent Director meets all statutory requirements. We raise concern that Pradeep Udhas has been an Independent Director on the board of IndusInd Bank Limited since 9 June 2022. He has been on the audit committee of IndusInd Bank Limited since 9 June 2022. In March 2025, the Bank disclosed that incorrect accounting of internal derivative trades had persisted for nearly a decade, which led to a cumulative adverse impact of ~19.6 bn on the balance sheet and an erosion of the bank s net worth by 2.35%. In December 2025, IndusInd Bank Limited received letter from the Serious Fraud Investigation Office (SFIO) regarding an investigation into incorrect accounting of internal derivative trades. In May 2025, Internal audits in uncovered that ~Rs. 6.7 bn was wrongly recorded as interest income within the bank's microfinance (MFI) business over three quarters of FY25. Further, the Reserve Bank of India (RBI) raised concerns over ineffectiveness of IndusInd Bank s internal audit department. Given these concerns during his term as Independent Director and member of audit committee at IndusInd Bank, we do not support his appointment as Independent Director.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundGovernance & Transparency Concern: The proposed independent director is currently a director of an bank which has been identified for financial irregularities.

  22 for6 against

Mutual fund votes, meeting of 15 Dec 2025, 26 fund houses

• To approve re-designation and appointment of Mr. Ashok Kumar Kajaria (DIN:00273877) as the Chairman of the Company

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundGovernance concern: Holding combined position of Chairman and Executive Director, may lead to concentration of power in the hands of a single individual.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundAppointment compliant with law. No concern identified on the merits of proposed appointee. Governance concern: Holding combined position of Chairman and Executive Director, may lead to concentration of power in the hands of a single individual.

  19 for7 against
• To approve re-designation and appointment of Mr. Chetan Kajaria (DIN: 00273928) as the Vice Chairman of the Company

  26 for0 against
• To approve re-designation and appointment of Mr. Rishi Kajaria (DIN: 00228455) as the Managing Director of the Company

  26 for0 against

Mutual fund votes, meeting of 29 Sep 2025, 24 fund houses

• To receive, consider and adopt the Audited Financial Statements of the Company (including Audited Consolidated Financial Statements) for the financial year ended March 31, 2025 and Reports of Board of Directors and Auditors thereonMoreLess

  24 for0 against
• To declare a final dividend of Rs. 4 per equity share

  24 for0 against
• To appoint a Director in place of Mr. Dev Datt Rishi (DIN: 00312882), who retires by rotation at this Annual General Meeting and being eligible has offered himself for re-appointment

  ›Against Angel One Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund

  • Angel One Mutual FundThe director’s re-appointment beyond 75 years of age is being proposed through an Ordinary Resolution instead of Special Resolution.
  • Bajaj Finserv Mutual FundThe Company is seeking shareholders’ approval for re-appointment of Mr. Dev Datt Rishi as director liable to retire by rotation. He is an eminent technical professional having experience in a wide spectrum of industries like Chemicals, Fertilizers, Pesticides and Ceramics. He was associated with Kajaria Ceramics since inception in January 1987 when the first tile plant was conceived at Sikandrabad. For more than 20 years, he managed all operations meticulously. Under his dynamic leadership, the Company successfully carried out various expansions. No concern identified on profile, time commitment and attendance of Mr. Hemant M Nerurkar. However it is noted that Mr. Dev Datt Rishi, Non-Executive Director of the Company is aged 76 years. Although, the Company had obtained the approval for continuation of Mr. Dev Datt Rishi in 2024, the Regulation specifically states that appointment or continuation of directorship of a Non-Executive Director, who has attained the age of 75 years, requires Special Resolution along with justification for continuation. Because of the above mentioned non compliance, we are voting against the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundNo concern on the merits of the Director. Non-Compliance under SEBI (LODR) Regulations: The director’s re-appointment beyond 75 years of age is being proposed through an Ordinary Resolution instead of legal requirement of Special Resolution.
  • Kotak Mahindra Mutual FundDev Datt Rishi, 76, has been associated with Kajaria Ceramics Limited since its inception in January 1987 and previously served as Director (Technical). He attended all five board meetings held in FY25. Since he has crossed 75 years of age, his reappointment should have been approved by way of a special resolution; which is a regulatory requirement. Hence, we do not support the resolution.
  • Nippon India Mutual FundNon-Compliance under SEBI (LODR) Regulations: The director’s re-appointment beyond 75 years of age is being proposed through an Ordinary Resolution instead of legal requirement of Special Resolution.

  15 for9 against
• To appoint M/s Chandrasekaran Associates, Company Secretaries as the Secretarial Auditors of the Company and to fix their remuneration

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund

  • Angel One Mutual FundGovernance Concern: Failure to highlight previous non-compliance related to holding office of profit by the Secretarial Auditors in their Audit Report or Annual Secretarial Compliance Report.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundCompliant with law. Governance Concern: Failure to highlight previous non-compliance related to holding office of profit by the Secretarial Auditors in their Audit Report or Annual Secretarial Compliance Report.

  18 for6 against

Mutual fund votes, meeting of 26 Jun 2025, 23 fund houses

• To consider and approve appointment of Mrs. Ambika Sharma (DIN: 08201798) as an Independent Director of the Company

  23 for0 against

Mutual fund votes, meeting of 6 Sep 2024, 24 fund houses

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• To receive, consider and adopt the Audited Financial Statements of the Company (including Audited Consolidated Financial Statements) for the Financial year ended March 31, 2024 and Report of the Board of Directors and Auditors thereon.MoreLess

  23 for0 against
• To declare a final dividend of Rs. 6 per equity shares for the financial year 2023-24

  23 for0 against
• To appoint a Director in place of Mr. Chetan Kajaria (DIN: 00273928), who retires at this Annual General Meeting and being eligible has offered himself for re-appointment.

  24 for0 against
• To appoint a Director in place of Mr. Rishi Kajaria (DIN: 00228455) who retires by rotation at this Annual General Meeting and being eligible has offered himself for re-appointment

  24 for0 against
• To hold and continue to hold office or place of profit by Mr. Kartik Kajaria in the Company

  ›Against Axis Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Mahindra Manulife Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Sundaram Mutual Fund, Zerodha Mutual Fund

  • Axis Mutual Fund, DSP Mutual Fund, Mahindra Manulife Mutual Fund, Sundaram Mutual FundKartik Kajaria is the son of Chetan Kajaria (part of the promoter family and Joint Managing Director of Kajaria Ceramics Ltd.) The company has not disclosed his age; however, public sources suggest that he graduated in August 2023. He currently serves as Head of the ‘Adhesive’ division. The annual report suggests that tile adhesives contributed to 1% of company’s turnover in FY24. He was paid 2.2 mn in FY24. The company proposes to pay him Rs. 6.0 mn for FY25 and has not given any guidance for his future compensation. His future pay will be determined by the board/ NRC. There are no granular disclosures with respect to his past work experience. We believe his experience and proposed pay may not be sufficient for the proposed role and associated responsibilities. It is unclear if his remuneration has been benchmarked against other employees with similar experience. We also raise concerns that her remuneration is not capped in absolute terms and the company has also not provided a tenure for the resolution, making the resolution valid in perpetuity. Hence, we are unable to support the resolution.
  • Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual FundNon-compliance with Companies Act, 2013: Prior approval not sought. Governance concern: Inadequate disclosures w.r.t age and experience of proposed appointee; Board discretion to fixed the remuneration.
  • Edelweiss Mutual FundLack of experience
  • Franklin Templeton Mutual FundA vote AGAINST the following nominee is warranted because: • Kartik Kajaria's remuneration structure is open-ended and the board retains significant discretion in determining his pay outcomes. • The proposal is deemed a related-party-transaction and the proposed mandate may limit shareholders' rights to review and vote on the said transaction on a periodic basis.
  • HSBC Mutual FundA vote AGAINST the following nominees is warranted because: • Kartik Kajaria's remuneration structure is open-ended and the board retains significant discretion in determining his pay outcomes. • The proposal is deemed a related-party-transaction and the proposed mandate may limit shareholders' rights to review and vote on the said transaction on a periodic basis.
  • ICICI Prudential Mutual FundKartik Kajaria is the son of Chetan Kajaria (part of the promoter family and Joint Managing Director of Kajaria Ceramics Ltd). He currently serves as Head of the ‘Adhesive’ division, tile adhesives contributed to 1% of company’s turnover in FY2024. He was paid `2.2 million in FY2024. The company proposes to pay him ` 6.0 million for FY2025 and has not given any guidance on his future compensation. His future pay will be determined by the board/ NRC. His experience and proposed pay are not sufficient for the proposed role and associated responsibilities. Hence, the AMC has voted against the resolution.
  • Invesco Mutual FundKartik Kajaria is the son of Chetan Kajaria (part of the promoter family and Joint Managing Director of Kajaria Ceramics Ltd.) The company has not disclosed his age; however, public sources suggest that he graduated in August 2023. He currently serves as Head of the ‘Adhesive’ division. The annual report suggests that tile adhesives contributed to 1% of company’s turnover in FY24. He was paid 2.2 mn in FY24. The company proposes to pay him Rs. 6.0 mn for FY25 and has not given any guidance for his future compensation. His future pay will be determined by the board/ NRC. There are no granular disclosures with respect to his past work experience. We believe his experience and proposed pay may not be sufficient for the proposed role and associated responsibilities. It is unclear if his remuneration has been benchmarked against other employees with similar experience. We also raise concerns that her remuneration is not capped in absolute terms and the company has also not provided a tenure for the resolution, making the resolution valid in perpetuity. Hence, we are unable to support the resolution
  • Kotak Mahindra Mutual FundMr. Kartik Kajaria was paid 2.2 mn in FY24. The company proposes to pay him Rs. 6.0 mn for FY25 and has not given any guidance for his future compensation. The company has not disclosed his age. There are no granular disclosures with respect to his past work experience. Further remuneration is not capped in absolute terms and the company has also not provided a tenure for the resolution, making the resolution valid in perpetuity. Hence voting against.

  6 for17 against

Mutual fund votes, meeting of 20 Jun 2024, 25 fund houses

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• Appointment of Mr. Rajender Mohan Malla (DIN: 00136657) as an Independet Director of the Company

  2 for0 against
• Approval for continuation of Mr. Rajender Mohan Malla (DIN: 00136657) as an Independent Director

  3 for0 against
• Approval for continuation of Mr. Dev Datt Rishi (DIN: 00312882) as the Non-Executive Director of the Company

  24 for0 against