Nature of the Event

This is a regulatory filing containing a Postal Ballot Notice sent to the stock exchanges (BSE and NSE) and shareholders of Kajaria Ceramics Limited. The notice seeks shareholder approval, via a special resolution through a postal ballot (remote e-voting), for a proposal to buy back the company's own equity shares.

Key Quantitative Figures

  • Maximum Number of Shares to be Bought Back: 21,50,000 (Twenty-One Lakh Fifty Thousand) Equity Shares
  • Face Value per Share: Re. 1/-
  • Buyback Price: ₹1,380 (Rupees One Thousand Three Hundred Eighty) per Equity Share
  • Maximum Aggregate Buyback Size: ₹296.70 Crores (Rupees Two Hundred Ninety-Six Crores and Seventy Lakhs)
  • Percentage of Paid-Up Capital: The buyback represents 1.35% of the total paid-up equity share capital of 15,92,72,290 shares as of March 31, 2026.
  • Percentage of Capital & Reserves: The buyback size constitutes 10.27% of the aggregate of paid-up capital and free reserves per audited standalone financials (₹2,889.11 Cr) and 9.87% per audited consolidated financials (₹3,006.17 Cr) as of March 31, 2026, whichever is lower. This is within the statutory limit of 25%.
  • Small Shareholder Reservation: 15% of the buyback shares (or the number entitled to small shareholders, whichever is higher) is reserved for small shareholders (defined as those holding shares worth ≤ ₹2,00,000 based on Record Date closing price).

Parties Involved

  • Stock Exchanges: BSE Limited, National Stock Exchange of India Limited (NSE)
  • Scrutinizer: Mr. Rupesh Agarwal (or his substitutes) of M/s Chandrasekaran Associates, Company Secretaries
  • E-Voting Service Provider: National Securities Depository Limited (NSDL)
  • Statutory Auditor: M/s Walker Chandiok & Co LLP
  • Regulators: SEBI, ROC, RBI (for foreign shareholder participation)

Purpose and Rationale

The stated objectives of the buyback are to:

  • Optimize returns to shareholders.
  • Enhance overall shareholders' value by potentially improving earnings per share (EPS) and return on invested capital (ROIC) through a reduction in the equity base.
  • Return surplus cash to shareholders in an efficient manner, considering the company's strategic and operational cash requirements.

Financial and Operational Impact

  • Source of Funds: The buyback will be financed from the company's free reserves (retained earnings) and/or internal accruals. It will not be funded from borrowed funds or proceeds from a previous issue of the same kind of shares.
  • Capital Reduction: Post-buyback, a sum equal to the nominal value of the shares bought back will be transferred to the Capital Redemption Reserve Account.
  • Extinguishment: The bought-back shares will be extinguished and physically destroyed promptly.
  • Transaction Costs: The maximum aggregate size of ₹296.70 Crores is exclusive of all taxes, brokerage, fees, and other incidental expenses related to the buyback.

Capital Structure Impact

  • Post-Buyback Capital: The total paid-up equity share capital will reduce from 15,92,72,290 shares by up to 21,50,000 shares.
  • Promoter Holding: The Promoter and Promoter Group, holding 47.69% (7,59,55,231 shares) as of April 30, 2026, have expressed their intention NOT to participate in the buyback. Their proportionate shareholding will increase post-buyback.

Confirmations and Disclosures

  • Solvency: The Board of Directors, based on an inquiry and a report from the statutory auditors (Walker Chandiok & Co LLP), has confirmed that the company will be able to pay its debts and will not be rendered insolvent within a year post-approval.
  • Compliance: The company confirms it has no defaults in repayment of deposits, debentures, term loans, or payment of dividends.
  • Trading: Details of shares purchased by promoters/promoter group members (1,30,000 shares) and directors/KMPs (80,000 shares) in the six months preceding the board meeting are disclosed.
  • Future Issuance: The company shall not issue any new equity shares or securities for a period of six months after the buyback completion, except under a bonus issue or to discharge subsisting obligations like ESOPs.