General Updates

June 23, 2026 BSE Limited The National Stock Exchange of India Limited P.J. Towers Exchange Plaza Dalal Street Bandra Kurla Complex Mumbai - 400 001 Bandra (E) Mumbai - 400 051 Dear Sirs, Sub: Passing of Special Resolution by Postal Ballot In continuation of our letter dated May 23, 2026 titled ‘Postal Ballot Notice – Buyback of Equity Shares of Kajaria Ceramics Limited (“Company”)’, we wish to inform you that based on the voting on Postal Ballot through e-voting by the Members of the Company and as per the Scrutinizer’s Report dated June 23, 2026 (enclosed as Annexure-A), the Special Resolution for the item as set out in the Postal Ballot Notice dated April 30, 2026, has been declared as passed with the requisite majority. A summary of the votes received on the Special Resolution is given below: PARTICULARS VOTING DETAILS Item of Postal Ballot Notice dated April 30, To consider buyback of upto 21,50,000 Equity 2026 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) Type of Resolution Special Resolution Total voting 127831222 Less: Invalid voting 0 Valid voting 127831222 Votes in favour of the Resolution 125049377 Votes against the Resolution 2781845 Percentage of Votes in favour of Resolution 97.82% We enclose herewith the following: 1. Disclosures pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) as Annexure-B. 2. Voting results in the format prescribed under Regulation 44 of the Listing Regulations as Annexure-C. Kindly take the above on record. Thanking you, For Kajaria Ceramics Limited Vinit Kumar General Counsel & Company Secretary Encl.: As above CHANDRflSEKARAN ASSOCIATES® Corporate Actions: Concrete Solu!ions @- COMPANY SECRETARIES SCRUTINIZER'S REPORI' The Chairperson, KAJARIA CERAMICS LIMITED SF-I I. Second Floor. JMD Regent Plaza. Mchrauli Gurgaon Road, Village Sikanderpur. Ghosi. Gurgaon - 12200 I Sub: Scrutinizers' Report on Postal Ballot conducted by way of electronic voting process in terms of Sections 108 and 1J O of the Companies Act, 2013 read with Ruic 20 ~rnd 22 of the Companies (Management and Administration) Rules, 2014, as amended in respect of passing of the Rcsolution(s) contained in the Notice elated April 30, 2026. Dear Sir. I. Shashikant Tiwari Partner, M/s Chandrasekaran Associates, Company Secretaries having office al 11 F. Pocket IV, Mayur Vihar, Phase-I, New Delhi-I I0 091. was appointed as Scrutinizer by the Board of Directors ofKajaria Ceramics Limited (hereinafter referred to as "the Company") for scrutinizing the Postal Ballot process conducted by way of voting through electronic means in respect of passing of the Resolution contained in the Notice dated April 30, 2026. ("Postal Ballot Notice'") in a fair and transparent manner. I submit my report as under: I. The management of the Company is responsible for ensuring the compliance with the requirements of the relevant provisions of the Companies Acl, 2013 and the rules made thereunder including general circular no. 14/2020 dated April 8, 2020. Circular No. I 7/ 2020 dated April 13, 2020, and latest one being Circular no. 03/2025 dated September 22. 2025 and any other circular issued by the Ministry of Corporate Affairs ("MCA Circulars") and the Securities and Exchange Board oflndia (Listing Obligations and Disclosure Requirements) Regulations.2015. as amended ('"Listing regulations''), circulars issued by the Securities and Exchange Board of India including Circular No. HO/49/14/14(7)2025-CFD-POD2/l/3762/2026 dated January 30. 2026 as amended from time to time (the "SEBI Circulars"). Secretarial Standard issued by the lnstilute of Company Secretaries of India on General Meetings ("SS-2") relating to postal ballot by way ot' electronic voting. 2. My responsibility as the Scrutinizer is restricted to preparing a scrutinizers· report of the votes cast by the members for the Resolution contained in the Postal Ballot Notice, based on the data downloaded from website of National Securities Depository Limited ("NSDL .. ). i.e, www,evoting.nsdl.<:pm. authmized agency engaged by the Company to provide the electronic voting facility till the time fixed for closing of the voting process i.e. till 5:00 p.m. (1ST) on Monday, June 22, 2026. ..--- 11-F, Pocket-IV, Mayur Vihar Phase-I, Oelhi-110 091. . . Phone : 2271 0514, 2271 3708, E-mail : info@cacsindia.com, visit us at : www.cacsrnd1a.com . CHflNDRflSEKfiRflN ASSOCIATES Continuation ............... ,. ...... . 3. The Members of the Company as on the "cut-off date'' i.c. hiday. May 18. 2026. were entitled to vote on the proposed Resolution to be passed through Postal Ballot by way of electronic voting means as set-out in the Postal Ballot Notice and their shareholding as on that date has been reckoned for the purpose of arriving at the results of the Postal Ballot. 4. The E-voting period remained open from 9:00 a.m. (1ST) on Sunday, May 24. 2026. till 5:00 p.m. (1ST) on Monday. June 22, 2026. on the designated website ofNSDL i.e. \VW\V.eyoting.115dL~9m. 5. The Company completed the electronic dispatch or Postal Ballot Notice along with Explanatory Statement on Saturday. May 23, 2026 lo its members \Vhosc namc(s) appeared in the Register of Members/ List of beneficial owners as on the record date i.e. Friday. May 18. 2026. received from Depositories i.e. National Securities Depository Limited ("NSDI..i"), Central Depository Services (India) Limited ("CDSL''). and \-Vhose e-mail id's were registered with the Company and Depositories. Pursuant to MCA Circulars. lhe Company dispatched the Postal Ballot Notice lhrough e-mails only to those members whose e-mail IDs were registered with the Company and Depositories. Additionally, the Company had also given an option in the Postal Ballot Notice. which was uploaded on the website of the Company (www.kajariaceramics.com), National Securities Depository Limited ("NSDL") (www.evoting.nsdJ.com), BSE Limited (www.bseindia.com) and National Stock Exchange of India Ltd. (,vww.nseindia.com) to the members to register their e mail id's with the Company and/ or their depository participants. 6. In view of relaxation given by the Ministry of Corporate Affairs and the Securities and Exchange Board of India, physical ballots were not dispatched. and accordingly, voting was done through electronic mode only. 7. As per Rule 20 read with Rule 22 of the Companies (rvlanagement and Administration) Rules, 2014, as amended and Regulation 47 of Listing Regulations. advertisements \.Vere published by the Company in "Financial Express" (English) and ''.Jansatta" (Hindi) on May 24. 2026 informing about the completion of dispatch of Postal Ballot Notice to the Members, who have registered their e-mail ids with the Company/deposilories along with other related matters mentioned therein. 8. I have monitored the process of electronic voting through the scrutinizer's secured link provided by NSDL through its designated website. 9. After completion of electronic voting process, votes cast by the Members, were unblocked on Monday, 22nd day of June, 2026 at 05: 12 PM (1ST) in the presence of two witnesses, i.e. Mr. Mohit Yarsheny Rio. 1-975, Gaur sidhartham, Ghaziabad 20 I 009 and Ms. Kiranpreet Kaur R/o H- 4 Block H, Sector 39, Noida.20130 I. who are not in employment of the Company as prescribed under sub-rule 4(xii) of Rule 20 of the Companies (Management and Administration) Rules, 2014. I0 . The particulars of report downloaded from the website or NSDL have been entered in a separate register maintained for the purpose of Postal Ballot. . CtlflNDRflSEKflRfiN flSSOClflTES Continuation ............... ,. ...... . 11. Voles cast by the members through electronic voting were reconciled with the recor [Showing first 8,000 characters — download PDF for full document]