Public Announcement - Buyback of Shares

June 25, 2026 BSE Limited National Stock Exchange of India Limited P.J. Towers Exchange Plaza Dalal Street Bandra-Kurla Complex Mumbai 400 001 Bandra East Mumbai 400 051 Sub: Submission of Public Announcement and Shareholders’ Resolution for Buyback of Equity Shares of Kajaria Ceramics Limited (“Company”) through tender offer Dear Sir/ Ma’am, This is in furtherance to our letters dated April 30, 2026 and June 23, 2026 informing the stock exchanges that the Board of Directors and the Shareholders of the Company, respectively, have approved the proposal of buyback of upto 21,50,000 (Twenty One Lacs Fifty Thousand only) fully paid- up equity shares of the Company of face value of Re. 1/- each at a price of Rs. 1380/- (Rupees One Thousand Three Hundred Eighty only) per Equity Share, on a proportionate basis, through the tender offer process (“Buyback”), in accordance with the provisions of the Companies Act, 2013, and rules made thereunder, and the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018 (the “SEBI Buyback Regulations”) and other applicable laws. In this connection, we wish to inform you that pursuant to Regulation 7(i) and Schedule II of the SEBI Buyback Regulations, the Company has published a public announcement dated June 24, 2026 (“Public Announcement”) for the Buyback on June 25, 2026, in the newspapers mentioned below: Name of the Newspaper Language Editions Financial Express English Mumbai, Ahmedabad, Delhi, Kolkata, Hyderabad, Chennai, Bangalore, Pune, Lucknow, Chandigarh, Kochi Jansatta Hindi Delhi, Lucknow, Kolkata, Chandigarh In this regard, please find enclosed: (a) Copies of the Public Announcement, as published in the aforesaid newspapers; (b) Certified true copy of the resolution passed by the shareholders by way of a special resolution dated June 22, 2026 through the Postal Ballot (vide Postal Ballot Notice dated April 30, 2026) for approving the proposal of Buyback. Further, as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the SEBI Buyback Regulations, the copies of the Public Announcement would also be available on the website of the Company, i.e. www.kajariaceramics.com, Nuvama Wealth Management Limited (the manager to the Buyback), i.e. www.nuvama.com, BSE Limited, i.e. www.bseindia.com and National Stock Exchange of India Limited i.e. www.nseindia.com. Kindly take the same on record. Thanking You, For Kajaria Ceramics Limited Vinit Kumar General Counsel & Company Secretary Encl.: As above CERTIFIED TRUE COPY OF THE SPECIAL RESOLUTION PASSED THROUGH POSTAL BALLOT BY THE MEMBERS OF KAJARIA CERAMICS LIMITED ON MONDAY, JUNE 22, 2026 TO CONSIDER BUYBACK OF UPTO 21,50,000 EQUITY SHARES OF THE COMPANY AT A PRICE OF RS. 1380/- PER EQUITY SHARE, ON A PROPORTIONATE BASIS, THROUGH THE “TENDER OFFER” ROUTE IN ACCORDANCE WITH THE COMPANIES ACT, 2013 AND THE SEBI (BUY-BACK OF SECURITIES) REGULATIONS, 2018 (INCLUDING RULES/REGULATIONS/CIRCULARS MADE/ISSUED THEREUNDER) “RESOLVED THAT pursuant to the Resolution passed by the Board of Directors of the Company on April 30, 2026, Article 4 of the Articles of Association of the Company and the provisions of Sections 68, 69, 70, 110 and all other applicable provisions, if any, of the Companies Act, 2013 (“Companies Act”) read with the rules made thereunder, including the Companies (Share Capital and Debentures) Rules, 2014 (to the extent applicable) (hereinafter referred to as the “Share Capital Rules”), the Companies (Management and Administration) Rules, 2014 and other relevant rules made thereunder, each as amended from time to time and the provisions of the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended (“SEBI Buyback Regulations”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI Listing Regulations”) (including re-enactment of the Companies Act or the rules made thereunder or the SEBI Buyback Regulations, or the SEBI Listing Regulations) and subject to such other approvals, permissions, consents, sanctions and exemptions as may be necessary and subject to any modifications and conditions, if any, as may be prescribed by the Securities and Exchange Board of India (“SEBI”), concerned Registrar of Companies, (“RoC”), BSE Limited (“BSE”), National Stock Exchange of India Limited (“NSE”) and/or other authorities, institutions or bodies (together with SEBI, BSE and NSE, the “Appropriate Authorities”), as may be necessary, and subject to such conditions, alterations, amendments and modifications as may be prescribed or imposed by them while granting such approvals, permissions, consents, sanctions and exemptions which may be agreed, the Shareholders (“Members”) of the Company hereby consent and approve the Buyback by the Company of its fully paid-up equity shares having a face value of Re. 1/- (Rupee One only) each (“Equity Shares”), not exceeding 21,50,000 Equity Shares (Twenty-One Lacs Fifty Thousand only) of the Company, representing 1.35% of the total number of Equity Shares in the total paid-up equity capital of the Company as of March 31, 2026, at a price of Rs. 1380/- (Rupees One Thousand Three Hundred Eighty only) per Equity Share (“Buyback Offer Price”), subject to any increase to the Buyback Offer Price and decrease in the number of Equity Shares proposed to be bought back, such that there is no change in the aggregate size of the Buyback, as approved and/or to be approved by the Board of Directors of the Company [hereinafter referred to as the “Board”, which term shall be deemed to include any committee of the Board and/or officials, which the Board may constitute/authorise to exercise its powers, including the powers conferred by this resolution], payable in cash for an aggregate amount not exceeding Rs. 296.70 crores (Rupees Two Hundred Ninety Six Crores and Seventy Lacs only), {excluding tax payable under Income Tax Act, 2025 and any expenses incurred or to be incurred for the Buyback viz. brokerage costs, fees, turnover charges, taxes such as tax on Buyback, securities transaction tax and goods and services tax (if any), stamp duty, filing fees to SEBI, stock exchange charges, advisors/legal fees, printing and dispatch expenses, if any, public announcement publication expenses and other incidental and related expenses and charges (“Transaction Costs”)}, which represents 10.27% and 9.87% of the aggregate of the Company’s paid-up capital and free reserves as per the audited standalone and consolidated financial statements of the Company for the year ended March 31, 2026, respectively, whichever sets out a lower amount (which is within the statutory limits of 25% of the aggregate of the fully paid-up equity share capital and free reserves of the Company, based on the audited standalone and consolidated financial statements of the Company for the year ended March 31, 2026, whichever sets out a lower amount, in this case being the audited consolidated financial statements of the Company, as per the provisions of the Companies Act and the SEBI Buyback Regulations), from all the shareholders/beneficial owners of the Equity Shares of the Company [except any shareholders/beneficial owners who may be specifically prohibited under the applicable laws by Appropriate Authorities and the Promoter & members of Promoter Group (as defined under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and to be referred as “Promoters”)] {hereinafter referred to as the “Eligible Shareholders”}, as on a Record Date to be subsequently decided by the Board (“Record Date”), through the “Tender Offer” route, on a proportionate basis as prescribed under the SEBI Buyback Regulations (hereinafter referred to as the “Buyback”) and that the Promoter and members of Promoter Group have expressed their intention not to participate in the above said Buyback. RESOLVED FURTHER THAT the Company, [Showing first 8,000 characters — download PDF for full document]