Cera Sanitaryware Ltd. — AGM Information 2024

Jul 11, 2024

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CSL/2024-25/164 11[th] July, 2024

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 26[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 26[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 26[th] Annual General meeting of the Company was held on today i.e. Thursday, 11[th] July, 2024 at 11.30 am 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.

Mr. 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 26[th] Annual General Meeting held through VC.

Thereafter, the Company Secretary introduced the Directors who joined the meeting through VC facility. The presence 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 Financial Performance in FY 2023-24 including policies, strategies to continue the growth momentum in the Company’s sales, profits and cash flow. The main drivers of the company continue 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 alongwith an elaboration of the 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 8[th] July, 2024 (9.00 AM) to 10[th] July, 2024 (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 Mr. Umesh Parikh failing him Mr. 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.

Thereafter, the following items of business as set out in the Notice convening the 26[th] Annual General Meeting were recommended for members' consideration and approval:

Ordinary Business

1. To consider and adopt Standalone and Consolidated Audited Financial Statements, Reports of Board of Directors and Auditors for the year ended on 31[st] March, 2024. - Ordinary Resolution

2. To declare dividend on Equity shares for the financial year 2023-24. - Ordinary Resolution

3. Re-appointment of Mr. Anupam Gupta (DIN: 09290890), retiring by rotation, as a Director. - Ordinary Resolution

Special Business

1. Ratification of remuneration payable to Cost Auditors for the financial year 2024-25. - Ordinary Resolution

2. Re-appointment of Mr. Anupam Gupta (DIN 09290890) as an Executive Director (Technical) for a further period of 3 years w.e.f. 15[th] October, 2024. - Ordinary Resolution

3. Adoption of new set of Articles of Association of the Company. - Special Resolution

Shareholders who have registered as Speaker were requested to express their views, ask questions and seek clarifications, if any. The Chief Financial officer have suitably responded to the questions raised by the Shareholders at the Meeting.

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The Consolidated results of the remote e-voting and e-voting at the AGM venue would be announced within 2 working days of the conclusion of the meeting and the results along with the Scrutinizer's Report would be intimated to the Stock Exchanges in terms of the Listing Regulations and would be placed on the website of the Company and Central Depository Services (India) Limited (CDSL).

As all the businesses of the meeting were completed, with a 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.

The 26[th] Annual General Meeting concluded at 12:10 p.m.

The aforesaid Proceedings of the AGM would also be made available on website of the Company at www.cera-india.com.

We request you to take note of the same.

Thanking you,

For Cera Sanitaryware Limited

Digitally signed by HEMAL JANARDAN SADIWALA DN: c=IN, o=Personal, title=1769, HEMAL pseudonym=831e288729424ea383d3e6222fd99076, 2.5.4.20=2f1a0a53e3d0c48658014c43d JANARDAN ea3989dc59335ec2f1a70b9d67f9e73d4395917, postalCode=380008, st=Gujarat, serialNumber=f2fe036f7fce318ced974e SADIWALA d8837dfa1e1c2da169e5861098ce6b05679d5c9f6e, cn=HEMAL JANARDAN SADIWALA Date: 2024.07.11 17:39:47 +05'30' Hemal Sadiwala Company Secretary

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