Kajaria Ceramics Limited has issued a postal ballot notice dated January 30, 2026, seeking shareholder approval for the appointment of two independent directors through electronic voting. The company is proposing special resolutions for the appointment of experienced professionals to strengthen its board governance.

Proposed Director Appointments

The postal ballot seeks approval for two key appointments to the company's board of directors:

Both candidates were initially appointed as Additional Directors by the Board of Directors with effect from December 19, 2025, subject to shareholder approval. The appointments are for a period of five consecutive years and the directors will not be liable to retire by rotation.

E-Voting Schedule and Process

The company has established a comprehensive timeline for the electronic voting process:

The voting process will be conducted exclusively through electronic means via NSDL's e-voting platform. Physical postal ballot forms will not be distributed, in compliance with MCA circulars. The company has appointed M/s Chandrasekaran Associates as the scrutinizer for the voting process.

Candidate Qualifications and Experience

Mr. Hitesh Sohanlal Jain brings over three decades of legal expertise as the Founding & Managing Partner of Parinam Law Associates. His qualifications include:

• LL.B. from Symbiosis Law College, Pune
• LL.M. from London School of Economics, United Kingdom
• Former Member of the 23rd Law Commission of India
• Experience in commercial litigation, dispute resolution, and regulatory advisory
• Previous board positions with pharmaceutical companies including Emcure Pharmaceuticals and Zuventus Healthcare

Mr. Pradeep Udhas is a seasoned business professional with extensive consulting and financial services experience:

• MBA in Management Information Systems from Union College, New York
• Former Senior Partner and Managing Partner West at KPMG India
• Senior Advisor to KPMG India Chairman and CEO
• Current Independent Director positions at IndusInd Bank Limited, Hinduja Global Solutions Limited, and Finolex Industries Limited
• Founder of e2e Technologies and Greater Pacific Capital

Regulatory Compliance and Governance

The appointments comply with provisions of the Companies Act, 2013, and SEBI Listing Regulations. Both candidates have submitted declarations confirming they meet independence criteria under Section 149(6) of the Companies Act and Regulation 16(1)(b) of the Listing Regulations.

Key compliance aspects include:

• Receipt of written notices from members proposing candidatures under Section 160 of the Companies Act
• Confirmation that neither candidate is disqualified under Section 164 of the Companies Act
• Verification that both candidates are not debarred by SEBI or other regulatory authorities
• Approval and recommendation from the Nomination and Remuneration Committee

Remuneration Structure

Both independent directors will receive no remuneration except sitting fees for attending Board and Committee meetings. Neither candidate currently holds any shares in the company, and both are unrelated to existing directors and key managerial personnel.

The results of the postal ballot, along with the scrutinizer's report, will be communicated to stock exchanges and displayed on the company's website www.kajariacermics.com and NSDL's website www.evoting.nsdl.com following the conclusion of the voting period.

Kajaria Ceramics held its Q3FY26 earnings conference call on January 30, 2026, where management discussed the company's financial performance and strategic initiatives under the Kajaria 2.0 transformation program. The ceramics manufacturer reported consolidated revenue of ₹11.68 billion, remaining flat compared to the corresponding quarter last year.

Q3FY26 Financial Performance

The company's quarterly results showed mixed performance across different metrics. While revenue remained stable, profitability metrics demonstrated significant improvement during the reporting period.

Segment-wise Performance Analysis

The company's diversified portfolio showed varied performance across different business segments. Management highlighted specific developments in each vertical during the conference call.

Chairman Ashok Kajaria explained that the flat revenue performance was primarily due to no growth in tiles volume and the absence of Ply sales following the closure of that division. However, EBITDA margin improved significantly to 17.2%, representing a 442 basis points increase compared to 12.8% in the corresponding quarter last year.

Kajaria 2.0 Transformation Strategy

Managing Director Rishi Kajaria outlined the company's strategic initiatives under the Kajaria 2.0 program. The transformation includes dealer unification, cross-selling initiatives, and focus on architect and interior designer communities. Management indicated that approximately 70-75% of dealer churning has been completed, with the remaining expected to finish in the current quarter.

Vice Chairman Chetan Kajaria mentioned that with effect from January 1, 2026, the company has aligned pricing structures across ceramic, GVT, and PVT segments, making discount structures similar and simplifying the sales process for dealers.

Operational Developments and Market Outlook

The company converted one unit at its Gailpur plant with a capacity of 9.1 million square meters from ceramic floor tiles to glazed vitrified tiles to align with market demand for value-added products. CFO Sanjeev Agarwal noted that working capital days increased to 64 days as of December 2025, compared to 56 days in September 2025, mainly due to increased receivables.

Management expressed optimism about future growth prospects, with Rishi Kajaria stating that January 2026 showed encouraging signs. The company expects to maintain EBITDA margins in the 17-18% range while focusing on volume growth and market share expansion.

Source: Kajaria Ceramics Limited Q3FY26 earnings conference call transcript