Cera Sanitaryware Ltd. — AGM Information 2023

Jul 6, 2023

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CSL/2023-24/104 6[th] July, 2023

To, BSE Limited Corporate Relationship Department 1stFloor, New Trading Ring Rotunda Building, P J Towers Dalal Street, Fort, Mumbai – 400001. Scrip Code :532443 ScripID: CERA	To, National Stock Exchange of India Limited Exchange Plaza Bandra Kurla Complex Bandra (East) Mumbai – 400051. ScripCode: CERA

Dear Sir / Madam,

Sub: Proceedings of the 25[th] Annual General Meeting of the Company - Regulation 30 of SEBI (LODR) Regulations 2015.

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the brief proceedings of the 25[th] Annual General Meeting of Cera Sanitaryware Limited is given below:

In compliance of various circulars issued by Ministry of Corporate Affairs and Securities and Exchange Board of India, the 25[th] Annual General meeting of the Company was held today i.e. on Thursday, 6[th] July, 2023 through Video Conferencing (‘VC’) / Other Audio Visual Means (OAVM) to seek the approval of members of the Company on resolutions set out in the Notice convening the Meeting.

Shri Vikram Somany, Chairman occupied the chair and meeting commenced at 11.30 A.M.

Considering requisite quorum being present during the live streaming of the meeting, the Company Secretary called the Meeting in order and welcomed the Members at the 25[th] Annual General Meeting held through VC.

Thereafter, the Company Secretary introduced the Directors who joined the meeting through VC facility. The presence of Authorized Representative of Statutory Auditors, Secretarial Auditors and Scrutinizer through VC were also noted. The CDSL portal for joining the AGM through Video Conference was also open for Members of the Company.

Thereafter, Chairman greeted the shareholders and provided an overview of Company’s Performance in FY2022-23 including policies, strategies to continue the growth momentum in the company’s sales, profits and cash flow. The main drivers of the company continues to remain its Sanitaryware and Faucetware businesses. The details of proposed greenfield capacity expansion of Sanitaryware & the ongoing brownfield Faucetware expansion. The Company’s focus on ESG was explained in detail along with activities undertaken in the past and ongoing projects. Cera’s strides in new products development, new SKU’s launched, consumer preferences etc. were explained with the aid of visual tools. Advertising & Marketing campaign of CERA brand in media outlets, Television and Social media.

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The notice of AGM and the Directors’ Report already circulated to the members were taken as read. It was further informed that Statutory Auditors’ report and Secretarial Auditors’ Report did not contain any qualification or adverse remarks. Necessary statutory registers and documents were made available for inspection by the members during the Meeting through online mode.

The Company Secretary then informed the members that Company has offered two alternatives for voting on the resolutions as proposed in the notice calling Annual General Meeting i.e. voting through remote e-voting means and through electronic voting at Annual general Meeting. Remote e-voting facility was provided for three days from 3[rd] July, 2023 (9.00 AM) to 5[th] July, 2023 (5.00 PM).

Members who have not cast their votes through remote e-voting means and who were attending the meeting through VC / OAVM facility were entitled to vote during the meeting.

The Company has appointed Shri Umesh Parikh failing him Shri Uday Dave, Partners of Parikh Dave & Associates as Scrutinizer who shall issue the consolidated Scrutinizer report on the votes cast by the members on the resolutions proposed in the notice of Annual General meeting within two working days of the conclusion of Annual General Meeting.

On receipt of Scrutinizer report the Company will declare the voting results and will place the same on the website of the Company and will also be submitted to the Stock Exchanges where the shares of the Company are listed.

Thereafter, the following items of business as set out in the Notice convening the 25[th] Annual General Meeting were recommended for members' consideration and approval:

Ordinary Business

1. To receive, consider and adopt the Standalone and Consolidated Audited financial statements of the Company for the year ended 31[st] March, 2023 including statement of Profit and Loss and Cashflow Statement for the year ended 31[st] March, 2023, Balance Sheet as at that date and the Directors’ and Auditors’ Reports thereon. - Ordinary Resolution

2. To declare a Dividend of Rs. 50/- per equity share for the Financial Year 2022-23. - Ordinary Resolution

3. To appoint a director in place of Shri Ayush Bagla (DIN 01211591), who retires by rotation and being eligible, offers himself for reappointment. - Ordinary Resolution

Special Business

1. To ratify the remuneration payable to K. G. Goyal & Co., Cost Auditors for the Financial Year 2023-24. - Ordinary Resolution

2. Re-appointment of Ms. Akriti Jain (DIN 08259413) as an Independent Director for second term of 5 years. - Special Resolution

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The questions and queries were invited from the shareholders, however no shareholder had registered for expressing views, questions and queries.

As all the businesses of the meeting were completed, with vote of the thanks to the chair, the Company Secretary thanked all the Directors, Auditors and Members for attending the meeting and declared the meeting as concluded.

We request you to take note of the same.

Thanking you, For Cera Sanitaryware Limited,

HEMAL

JANARDAN SADIWALA Digitally signed by HEMAL JANARDAN SADIWALA DN: c=IN, o=Personal, title=1769, pseudonym=1330138917160425167M7u3VjyWA1Zui, 2.5.4.20=6b4ec8e524e33f51a85e90684a283fb7298733d00b4cadaec4b37a8a54114225, postalCode=380008, st=Gujarat, serialNumber=f2fe036f7fce318ced974ed8837dfa1e1c2da169e5861098ce6b05679d5c9f6e, cn=HEMAL JANARDAN SADIWALA Date: 2023.07.06 17:16:14 +05'30'

Hemal Sadiwala

Company Secretary & Compliance Officer

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