Cera Sanitaryware Ltd. — AGM Information 2024

Jun 14, 2024

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CSL/2024-25/111 14[th] June, 2024

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

Dear Sir/Madam,

Sub: Notice of the 26[th] AGM of the Company

This is to inform that the 26[th] Annual General Meeting ("AGM") of the members of the Company will be held on Thursday, 11[th] July, 2024 at 11:30 a.m. (IST) through Video Conferencing ("VC") / Other Audio-Visual Means ("OAVM"), in accordance with the relevant circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India.

The Notice convening the 26[th] Annual General Meeting of the Company is attached with this letter.

We hope you will take the same on records.

Thanking you, For Cera Sanitaryware Limited.

Digitally signed by HEMAL JANARDAN SADIWALA HEMAL DN: c=IN, o=Personal, title=1769, pseudonym=1330138917160425167M7 u3VjyWA1Zui, 2.5.4.20=6b4ec8e524e33f51a85e90684a JANARDAN 283fb7298733d00b4cadaec4b37a8a54114225, postalCode=380008, st=Gujarat, serialNumber=f2fe036f7fce318ced974e d8837dfa1e1c2da169e5861098ce6b056 SADIWALA 79d5c9f6e, cn=HEMAL JANARDAN SADIWALA Date: 2024.06.14 16:19:12 +05'30'

Hemal Sadiwala Company Secretary Encl: As Above

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Annual Report 2023-2024

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NOTICE

Notice is hereby given that the 26[th] Annual General Meeting of the Members of CERA SANITARYWARE LIMITED will be held at 11.30 am on Thursday, the 11[th ] day of July, 2024 through Video Conferencing (‘VC’) facility or other audio visual means (‘OAVM’) to transact the following businesses:

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, 2024 including statement of Profit and Loss and Cashflow Statement for the year ended 31[st] March, 2024, Balance Sheet as at that date and the Directors’ and Auditors’ Reports thereon.

2. To declare dividend on Equity Shares for the financial year 2023-24.

3. To appoint a director in place of Mr. Anupam Gupta (DIN:09290890), who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS

1. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution :

“RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 including any statutory modification(s) or re-enactment(s) thereof for the time being in force, the remuneration of ` 1.10 Lakh plus out of pocket expenses and applicable taxes, if any for the financial year ending 31[st ] March, 2025, as recommended by the Audit Committee and approved by the Board of Directors of the Company to be paid to K.G. Goyal & Co., Cost Accountants for conducting the Audit of the Cost records of the company be and is hereby ratified and confirmed.”

“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

1. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution :

“RESOLVED THAT approval of the members be and is hereby accorded in terms of Sections 196, 197, 198, 203, Schedule V and any other applicable provisions of the Companies Act, 2013 (‘Act’) and relevant rules made thereunder, including any amendment(s), modification(s), replacement(s) or reenactment(s) thereof for the time being in force for the re-appointment of and for the remuneration payable to Mr.Anupam Gupta (DIN: 09290890) as an “Executive Director (Technical)” of the Company for a period of Three (3) years w.e.f. 15[th] October, 2024 at a remuneration and other terms as mentioned in the explanatory statement annexed to this notice.

RESOLVED FURTHER THAT Mr. Anupam Gupta, Executive Director (Technical) will be liable to retire by rotation.

RESOLVED FURTHER THAT Executive Director (Technical) is also entitled to the benefits as per the rules of the Company, which the other senior executives / employees of the Company are entitled to.

RESOLVED FURTHER THAT the overall remuneration payable to Mr. Anupam Gupta shall not exceed the limits prescribed under the applicable provisions of the Companies Act, 2013 and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

RESOLVED FURTHER THAT notwithstanding anything to the contrary herein contained, wherein in any financial year during the currency of his tenure, the Company has no profits or the profits are inadequate, the Executive Director (Technical) will be paid Minimum Remuneration within the ceiling limit prescribed under Section II of Part II of Schedule V of the Act or amendment(s), modification(s), replacement(s) or reenactment(s) thereof for the time being in force subject to disclosure and other compliance as may be required.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things as the Board may, in its absolute discretion, consider necessary, expedient or desirable in order to give effect to this resolution or otherwise considered by the Board in the best interest of the Company, as it may deem fit.”

1. To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution :

“ RESOLVED THAT pursuant to the provisions of Section 5 and 14 and other applicable provisions if any of the Companies Act, 2013 (‘the Act’) and rules framed thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), consent of the members be and is hereby accorded for adoption of the new set of Articles of Association of the Company in place of the existing Articles of Association of the Company.

RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to settle any question, difficulty or doubt, to sign such documents as may be necessary, proper or desirable (including but not limited to filing of necessary notices with Stock Exchanges, e-forms and returns with the Ministry of Corporate Affairs or elsewhere) and to carry out modifications/alterations as may be suggested by any regulatory authority in connection with the adoption of the new set of the Articles of Association of the Company and to do all such acts, deeds, matters and things, including delegating such vested authority, as may be considered necessary, proper or expedient in order to give effect to this resolution.”

Regd. Office : 9, GIDC Industrial Estate, By Order of the Board of Directors Kadi – 382 715 For Cera Sanitaryware Limited Dist. Mehsana, Gujarat. CIN : L26910GJ1998PLC034400 Hemal Sadiwala 13[th] May, 2024 Company Secretary Ahmedabad (ACS:20741)

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Cera Sanitaryware Limited

NOTES

Number, MICR code, IFSC code, etc., to their DPs in case the shares are held by them in electronic form and to MCS Share Transfer Agent Limited, Ahmedabad in case the shares are held by them in physical form.

1. The Ministry of Corporate Affairs, Government of India (“MCA”) vide its General Circular Nos. 20/2020 dated 5[th] May, 2020 and 9/2023 dated 25[th] September, 2023, and other circulars issued in this respect (“MCA Circulars”) has allowed, interalia, conduct of AGMs through Video Conferencing/ Other Audio-Visual Means (“VC/ OAVM”) facility on or before 30[th] September, 2024, in accordance with the requirements provided in paragraphs 3 and 4 of the MCA General Circular No. 20/2020. The Securities and Exchange Board of India (“SEBI”) also vide its Circular No. SEBI Circulars HO/CFD/ CFD-PoD-2/P/CIR/2023/167 dated 7[th ] October, 2023 (“SEBI Circular”) has provided certain relaxations from compliance with certain provisions of the SEBI (LODR) Regulations, 2015 (“Listing Regulations”). Accordingly, in compliance with the provisions of the Companies Act, 2013 (“Act”), SEBI (LODR) Regulations, 2015 (“SEBI Listing Regulations”) and MCA Circulars, the AGM of the Company is being held through VC / OAVM, without the physical presence of the members at a common venue. The detailed procedure for participation in the Meeting through VC / OAVM is as per NoteNo. 20.

2. The Register of Members and Share transfer book of the Company will remain closed from 26[th ] June, 2024 to 3[rd] July, 2024 (both days inclusive).

3. The Board of Directors has recommended Dividend of 60/(1200%) per fully paid-up equity share of 5/- each for the Financial Year 2023-24.

4. Statement pursuant to provisions of Section 102 of the Companies Act, 2013 and SEBI Listing Regulations, in respect of special businesses in the annual general meeting is annexed herewith and forms integral part of the Notice.

5. The Company has transferred the unpaid/unclaimed dividends up to the financial year 2015-16 to the Investor Education and Protection Fund Authority (IEPF Authority) established by the Central Government and uploaded the details of unpaid / unclaimed dividend on the website of the Company at www.cera-india.com.

6. In compliance with the aforesaid MCA Circulars and SEBI Circular dated Notice of the AGM alongwith the Annual Report 2023-24 is being sent only through electronic mode to those Members whose email addresses are registered with the Company / Depositories. Members may note that the Notice and Annual Report 2023-24 is also be available on the Company’s website www.cera-india.com, websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com & National Stock Exchange of India Limited at www.nseindia.com and notice of AGM is available on the website of CDSL: www.evotingindia.com. Members who have not registered their email address are requested to get their email address registered with their DP in case the shares are held in electronic mode and with Company’s Registrar and Share Transfer Agent - MCS Share Transfer Agent Limited, Ahmedabad in case shares are held in Physical Form. This may be treated as an advance opportunity in terms of proviso to Rule 18(3)(i) of the Companies (Management and Administration) Rules, 2014.

Members who have not encashed their dividend warrants from the financial year 2016-17 onwards are advised to write to the Company immediately for claiming dividends declared by the Company.

	Financial	Date of	Dividend	Expected date of
	Year	declaration	payment	transfer of unpaid
		of dividend	%	dividend to IEPF
				Account
	2016-17	27-07-2017	240	27-08-2024
	2017-18	30-08-2018	240	30-09-2025
	2018-19	31-07-2019	260	30-08-2026
	2019-20*	14-02-2020	260	14-03-2027
	2020-21	04-08-2021	260	03-09-2028
	2021-22	30-06-2022	700	29-07-2029
	2022-23	06-07-2023	1000	05-08-2030

1. Since this AGM is being held pursuant to the MCA Circulars through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.

2. Interim Dividend

3. Pursuant to the provisions of Section 124 and 125 of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 notified by the Ministry of Corporate Affairs and its amendment made from time to time, all the shares on which dividend has not been paid or claimed for seven consecutive years or more, such shareholders’ shares are required to be transferred to the Investor Education and Protection Fund. Company would be sending individual communications to all such shareholders whose dividend has not been paid or claimed for any year during the said seven consecutive years requesting them to claim their dividend before the due date of transfer failing which their shares would be transferred to the IEPF. Shareholders are requested to note that shares transferred to IEPF, including all benefits accruing on such shares, if any can be claimed back from the IEPF Authority after following the procedure prescribed under the said rules. The procedure is also available on the website of the IEPF Authority at www.iepf.gov.in. Such shareholders are requested to update their KYC, claim their shares and unclaimed / unpaid dividend immediately.

4. Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this Notice.

5. Institutional / Corporate Shareholders (i.e. other than individuals / HUF, NRI, etc.) are required to send a scanned copy (PDF / JPG Format) of its Board or governing body Resolution / Authorization etc., authorizing its representative to attend the AGM through VC / OAVM on its behalf and to vote through remote e-voting. The said Resolution / Authorization shall be sent to the Scrutinizer by email through its registered email address to evoting@parikhdave.com with a copy marked to helpdesk.evoting@cdslindia.com.

6. Members are requested to intimate changes, if any, pertaining to their Name, Postal Address, Email Address, Telephone / Mobile Numbers, Permanent Account Number (PAN), Mandates, Nominations, Power of Attorney, Bank details such as, Name of the Bank and Branch details, Bank Account

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Annual Report 2023-2024

1. SEBI Master circular no. SEBI/HO/MIRSD/POD-1/P/ CIR/2023/ 70 dated 17[th ] May, 2023 provides simplified norms for processing investor’s service request, the shareholders holding shares in Physical mode are mandatorily require to record their PAN, Address with PIN code, Email address, Mobile Number, Bank Account details, Specimen Signature and Nomination with the Company/Registrar & Share Transfer Agent (RTA) of the Company. Shareholders are also requested to make sure that their PAN is successfully linked with Aadhaar Card. Original cancelled cheque leaf bearing the name of the first holder failing which first security holder is required to submit copy of bank passbook / statement attested by the bank which is mandatory for registering the new bank details at the earliest to MCS Share Transfer Agent Ltd.

2. Payment of Dividend:

Shareholders holding shares in Electronic Form:

Such shareholder may note that their bank account details linked with their demat accounts, as furnished by their depositories to the RTA of the Company will be considered by the Company for payment of Dividend. Shareholders who are holding shares in electronic mode are requested to make sure that they have linked/updated latest and correct details of Bank Account Number, Name of Bank, Branch address, MICR Code, IFSC Code with their Demat Account maintained with their respective Depository Participant (DP). The Company will not entertain any direct request from such shareholders for update / change in such bank details. Shareholders who wish to change such bank account details are, therefore, requested to advise their Depository Participants about such change, with complete details of bank account. In case the Company is unable to pay the dividend to such Shareholders by the electronic mode, due to non-availability of the complete details of the Bank account, the Company shall dispatch the Dividend Warrants / Demand Drafts to such Shareholders in physical mode by post to their registered address. Shareholders holding shares in Physical Form:

The relevant formats for Change/Updation of KYC Details like, Mobile Number, Email ID, Bank Details, Signature and Registration of Nomination or Opting Out of Nomination are in Form ISR-1, ISR-2, ISR-3, SH-13, SH-14. All these form and SEBI circulars are available on Company website as well as the website of MCS Share Transfer Agent Ltd.

Nomination facility is available for the Members as per Section 72 of the Act. Members of the Company have an option to nominate any person as their nominee to whom their shares shall vest in the unfortunate event of their death. It is advisable to avail this facility, especially by the Members who currently hold shares in their single name. Nomination can avoid the process of acquiring any right in shares through transmission of shares by law. In case of nomination for the shares held by the joint holders, such nomination will be effective only on death of all the holders. In case the shares are held in dematerialised form, the nomination form needs to be forwarded to Depository Participant (DP).

SEBI, vide its Master Circular dated 17[th] May, 2023 and subsequent notifications thereto, had made it mandatory for holders of physical shares to furnish details of PAN, KYC (Postal Address, Mobile Number, E-mail, Bank Details, Signature) and Nomination / opt out of Nomination.

Further SEBI has mandated that with effect from 1[st] April, 2024, dividend to Shareholders (holding shares in physical form), shall be paid only through electronic mode. Such payment shall be made only after furnishing the PAN, choice of nomination, contact details including mobile number, bank account details and specimen signature.

1. The Securities and Exchange Board of India (“SEBI”), vide Circulars dated 31[st] July, 2023, 4[th] August, 2023 and 20[th] December, 2023 respectively, has introduced a Common Online Dispute Resolution (“ODR”) mechanism to facilitate online resolution of all kinds of grievances/disputes/complaints arising in the Indian Securities Market. The said ODR Portal (http://smartodr.in/login) permits the shareholder(s) an additional mechanism to resolve the grievances/complaints/ disputes. Details of the same are also made available on the website of the Company.

In order to receive the dividend in a timely manner, Members holding shares in physical form who have not updated their mandate for receiving the dividends directly in their bank accounts through Electronic Clearing Service or any other means, are requested to follow the below instructions and send the following documents in original to the RTA, latest by 20[th] June, 2024 a)Form ISR-1 along with supporting documents. The said form is available on the website of the Company at https://www.cera-india.com/investor-relations/forphysical-shareholders and on the website of the RTA at: https:/ /www.mcsregistrars.com/downloads.php b) Cancelled cheque in original, bearing the name of the shareholder or first holder, in case shares are held jointly. c) Self-attested photocopy of the PAN Card of all the holders; and d) Self-attested photocopy of any document (such as Aadhaar Card, Driving License, Election Identity Card, Passport) in support of the address of the first holder as registered with the Company

1. Members seeking any information with regard to the accounts or any matter to be placed at the AGM, are requested to write to the Company on or before 30[th ] June, 2024 through email on ceragreen@cera-india.com. The same will be replied by the Company suitably. All the documents, if any, referred to in this notice and explanatory statement are available for inspection of the members at the Registered Office of the Company on any working day except Saturday, between 10:00 a.m. to 1:00 p.m. up to the conclusion of this meeting.

2. In accordance with the provisions of the Income Tax Act, 1961 as amended by and read with the provisions of the Finance Act, 2020, with effect from 1[st ] April, 2020, dividend declared and paid by the Company is taxable in the hands of its members and the Company is required to deduct tax at source (TDS) from dividend paid to the members at the applicable rates. A separate e-mail will be sent at the registered e-mail ID of the members describing about the detailed process to submit the documents/declarations along with the formats in respect of deduction of tax at source on the dividend payout. Sufficient time will be provided for submitting the documents/ declarations by the members who are desiring to claim beneficial tax treatment. The intimation will also be uploaded on the website of the Company www.cera-india.com.

3. Only those Shareholders whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on cut-off date i.e. 4[th ] July, 2024 shall be entitled to avail the facility of remote e-voting or voting at the Annual General Meeting.

4. During the AGM, the scanned copy of Minutes of the General Meetings, Register of Directors & Key Managerial Personnel and their Shareholding, Register of Charges, Register of Members, the Register of Contract maintained by the Company under the Companies Act, 2013, will be available for inspection by the members on the website of the Company.

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Cera Sanitaryware Limited

1. Brief resume of directors, who are proposed to be re-appointed at this meeting are given below:

Name of Director	Mr. Anupam Gupta
DIN	09290890
Date of Birth	21stMay, 1968
Date of Appointment / Re-Appointment	15thOctober, 2021(Re-appointed as Executive Director (Technical) (w.e.f. 15thOctober, 2024)
Qualification	B.E.(Electrical)& MBA
Brief Resume and Nature of expertise in specific functional areas	Responsible for overall aspects of manufacturing activities, Human Resources & Industrial Relations, Information Technology, Commercial, Sourcingand Legal Matters.
List of other Directorships	None
Chairman / Member of the Committees of the Board of other Companies	None
Terms and conditions of re-appointment	Asper ExplanatoryStatement annexed to this notice.
Disclosure of relationship between Director Inter-se	None
Shareholdingin the Company	NIL
No. of Board Meetings attended duringFY 2023-24	4
Listed entities from which the person has resigned in the past three years.	NIL

20. INSTRUCTION FOR E-VOTING AND JOINING THE AGM:

• a) Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended), SEBI Circulars and MCA Circulars, the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has appointed Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e-voting as well as the e- voting system on the date of the AGM will be provided by CDSL.

• b) The Members can join the AGM in the VC / OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC / OAVM will be made available to at least 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

• c) The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.

• d) Shareholders holding equity shares shall have one vote per share as shown against their holding. The shareholders can vote for their entire voting rights as per their discreation.

e) THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING AND E-VOTING DURING AGM AND JOINING MEETING THROUGH VC/OAVM ARE AS UNDER:

• (i) The voting period will begin on 8[th] July, 2024 and will end on 10[th] July, 2024. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of 4[th] July, 2024 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the time of meeting.

• (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated 9[th] December, 2020 under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders / retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts / websites of Depositories / Depository Participants. Demat

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Annual Report 2023-2024

account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

(iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated 9[th] December, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below :

Type of shareholders

Login Method

Individual Shareholders holding securities in Demat mode withCDSL

1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest arehttps:// web.cdslindia.com/myeasi/home/ login or visit www.cdslindia.com and click on Login icon and select New System Myeasi. 2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e- Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting service providers’ website directly. 3) If the user is not registered for Easi/ Easiest, option to register is available at https://web.cdslindia.com/myeasi/ Registration/EasiRegistration 4) Alternatively, the user can directly access e-Voting page by providing 16 Digit Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account.

		After successful authentication,
		user will be able to see the e-Voting
		option where the evoting is in
		progress and also able to directly
		access the system of all e-Voting
		Service Providers.
	Individual Shareholders holding securities in demat mode withNSDL	1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile.
		2) Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new
		screen will open. You will have to enter your User ID and Password. After
		successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e- Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
		3) If the user is not registered for IDeAS e-Services, option to
		register is available at https:// eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at
		https://eservices.nsdl.com/ SecureWeb/IdeasDirectReg.jsp
		4) Visit the e-Voting website of NSDL.
		Open web browser by typing
		the following URL: https://
		www.evoting.nsdl.com/ either on a
		Personal Computer or on a mobile.
		Once the home page of e-Voting
		system is launched, click on the icon
		“Login” which is available under
		‘Shareholder/Member’ section. A new
		screen will open. You will have to
		enter your User ID (i.e. your sixteen
		digit demat account number hold with
		NSDL), Password / OTP and a
		Verification Code as shown on
		the screen. After successful
		authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting

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Cera Sanitaryware Limited

• 6) If you are a first-time user follow the steps given below:

Individual You can also login using the login Shareholders credentials of your demat account (holding through your Depository Participant securities in registered with NSDL/CDSL for e-Voting demat mode) facility. After Successful login, you will login through be able to see e-Voting option. Once you their click on e-Voting option, you will be Depository redirected to NSDL/CDSL Depository Participants site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

• For Shareholders holding shares in Demat Form other than individual and Physical Form

PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

• Shareholders who have not updated their PAN with the Company / Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company / RTA.

• Dividend Enter the Dividend Bank Details or Date of Birth Bank (in dd/mm/yyyy format) as recorded in your Details demat account or in the company records in OR Date order to login. of Birth - If both the details are not recorded with the (DOB) depository or company, please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (v).

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at above mentioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 022-23058738 and 22-23058542 / 43 or call at toll free No. 1800 22 55 33.
Individual Shareholders holding securities in Demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

• 7) After entering these details appropriately, click on “SUBMIT” tab.

• 8) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• (v) Login method for e-Voting and joining virtual meeting for Individual shareholders holding shares in Physical Form and shareholders other than individual shareholders holding shares in Demat form / physical form.

• 9) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• 1) The shareholders should log on to the e-voting website www.evotingindia.com.

  • 10) Click on the EVSN for the relevant on which you choose to vote.

• 2) Click on “Shareholders” module.

• 3) Now enter your User ID

• a. For CDSL: 16 digits beneficiary ID,

• 11) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

• c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

• 12) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• 4) Next enter the Image Verification as displayed and Click on Login.

• 13) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your

• 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

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Annual Report 2023-2024

vote, click on “CANCEL” and accordingly modify your vote.

• 14) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• 15) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• 16) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(vi) INSTRUCTIONS FOR NON – INDIVIDUAL SHAREHOLDERS AND CUSTODIANS

• 1) Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• 2) A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• 3) After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• 4) The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

• 5) A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded mandatory in PDF format in the system for the scrutinizer to verify the same.

• 6) Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; company email id i.e. ceragreen@cera-india.com, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

• (vii) PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL ADDRESSES ARE NOT REGISTERED WITH THE DEPOSITORIES FOR OBTAINING LOGIN CREDENTIALS FOR E-VOTING FOR THE RESOLUTIONS PROPOSED IN THIS NOTICE:

• 1) For Physical shareholders- please provide necessary details like Folio No., Name of

shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAAR (self attested scanned copy of AADHAAR Card) by email to Company / RTA email id.

• 2) For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)

• 3) For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

(viii) INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

• 1) Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

• 2) Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

• 3) Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio / Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

• 4) Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance atleast 7 days prior to meeting mentioning their name, demat account number / folio number, email id, mobile number at (company email ID i.e. ceragreen@cera-india.com). The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 10 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (company emai l id i.e.ceragreen@ceraindia.com). These queries will be replied to by the company suitably by email.

• 5) Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

• 6) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (FAQs) and e- voting manual available at www.evotingindia.com, under help section or you can write an E-mail to helpdesk.evoting@cdslindia.com or contact

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Cera Sanitaryware Limited

at 022-23058738 and 022-23058542/43 or call at toll free no. 1800 22 55 33.

1. The Results will be declared on receipt of Scrutinizer’s Report at the Registered office of the Company at 9, GIDC Industrial Estate, Kadi - 382715. The Results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.cera-india.com and on the website of CDSL immediately and communicated to the NSE and BSE. The resolutions shall be deemed to have been passed on the date of the AGM, subject to the same being passed with requisite majority.

2. 7) All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai- 400013 or send an email to helpdesk.evoting@cdslindia.com or contact at 022-23058738 and 022-23058542/43 or call at toll free no. 1800 22 55 33.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013.

Item No. 4

(ix) INSTRUCTIONS FOR SHAREHOLDERS FOR E-VOTING DURING THE AGM ARE AS UNDER:-

The Board of Directors on the recommendation of the Audit Committee has appointed Cost Auditors to conduct the audit of the cost records of the Company for the financial year ending on 31[st] March, 2025 and approved the payment of remuneration payable to them. In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the members of the Company.

• 1) The procedure for attending meeting & e-Voting on the day of the AGM is same as the instructions mentioned above for Remote e-voting.

• 2) The link for VC / OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for Remote e-voting.

Accordingly, consent of the members is sought by passing an Ordinary Resolution as set out at item no. 4 of the notice for ratification of the remuneration payable to the Cost Auditors for the financial year ending 31[st ] March, 2025. The Board of Directors recommends the ordinary resolution as per item No. 4 of the accompanying notice for approval of the members of the Company.

• 3) Only those shareholders, who are present in the AGM through VC / OAVM facility and who have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.

None of the Directors or Key Managerial Personnel of the Company or their relatives are, concerned or interested financially or otherwise in the said resolution as per item no. 4 of the Notice.

Item No. 5

Mr. Anupam Gupta is working as an Executive Director (Technical) of the Company. The Board of Directors at their meeting held on 31[st ] August, 2021 had appointed him as an Executive Director (Technical) of the Company for period of Three (3) years w.e.f. 15[th] October, 2021 and his appointment was approved by the Members of the Company at their 24[th ] the Annual General Meeting held on 30[th] June, 2022. His term as Executive Director (Technical) of the Company is expiring on 14[th] October, 2024.

• 4) If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC / OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

Upon recommendation of Nomination and Remuneration Committee of the Company, the Board of Directors at their meeting held on 13[th] May, 2024, re-appointed Mr. Anupam Gupta as an Executive Director (Technical) of the Company for the further term of Three (3) years effective from 15[th] October, 2024, subject to the approval of members of the Company at the ensuing Annual General Meeting.

• 5) Shareholders who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

Mr. Anupam Gupta is B.E. (Electrical) & MBA. He is highly experienced and looking after overall aspects of manufacturing activities at Cera.

1. Mr. Umesh Parikh, failing him Mr. Uday Dave, Partner of Parikh Dave & Associates, Practicing Company Secretaries, Ahmedabad (A Peer reviewed Firm) has been appointed as the Scrutinizer to scrutinize the e-voting process and voting process at AGM in a fair and transparent manner.

During his tenure, Mr Gupta has been responsible for the operations of the Sanitaryware and Faucetware plants, Human Resources and Industrial Relations, Information Technology activities, Legal affairs, as well as commercial and sourcing activities.

1. The scrutinizer shall, immediately after the conclusion of voting at the Annual General Meeting, first count the votes cast at the meeting, thereafter unblock the votes cast through remote evoting in the presence of at least two witnesses not in the employment of the company and make, not later than two working days from conclusion of the meeting, a consolidated scrutinizer’s report of the total votes cast in favour or against, if any, be submitted to the Chairman or a person authorized by him in writing who shall countersign the same.

During his three-year tenure, Mr. Gupta achieved the following milestones:

• Global Yield of Sanitaryware plant’s production increased from 60% to 85%.

• Leveraging synergy of resources effectively in both sanitaryware and Faucet ware plants for cost benefits and skill development.

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Annual Report 2023-2024

1. Period of Appointment: Three (3) years w.e.f. 15[th ] October, 2024.

• Active collaboration between workers and staff in plants for industrial peace and productivity.

• Reduction in cost by formulation and implementation of high impact projects.

2. Remuneration:

• Initiated new innovative products development in Plants for new SKU.

• a) Basic Salary: In the range of ` 13,31,758/- per month with annual increase upto a maximum of 15% per annum after approval from the Board.

• Improvement in Products Quality and Delivery to remain competitive in the market.

b) Perquisites:

• Increase in faucet ware production from 21.6 Lakhs pieces to 36 Lakhs pcs per annum through debottlenecking in the existing process.

Category – A

• Completion of faucet ware brown field expansion with annual capacity from 36 Lakhs pieces to 48 Lakhs pieces per annum with cost effective Capex.

• a) Accommodation : Free furnished housing accommodation and/or house rent allowance subject to 50% of Basic Salary.

• Implementation of installing high technology machine in Faucet ware Plant for best Quality and efficiency.

• b) Leave Travel Concession : For self and family once in year to and from any place in India in accordance with Rules of the Company.

• Utilization of more than 85% energy from green energy from solar and windfarm.

• Plant upgraded to achieve Zero Liquid discharge status for sustainability.

• c) NPS : Upto maximum of 10% of the basic

• d) Bonus : As per rules of the Company as applicable to other executives / employees of the Company.

Priority of task for upcoming years;

• Capacity utilization of both the plants to 100% to meet the market requirements.

• e) Performance Incentive : In the range of ` 83,00,000/- per annum on criteria which shall be decided by the Board of Directors and / or the Chairman and Managing director on a periodical basis. This amount may be increased upto maximum of 25% p.a. after approval of the Board.

• To implement green field expansion of sanitaryware plant.

• • To Increase capacity of Faucet ware plant from 48 Lakhs pieces to 72 Lakhs per annum.

• Increase production of high value products as well as lustre series in plants.

• f) ESOS : He shall be eligible for the Employees Stock Option as per Cera Sanitaryware - Employee Stock Option Scheme 2024 and this shall be in addition to his remuneration.

• Quality improvement initiatives to be strengthened in both plants.

• • Continuous upgradation of technology to improve cost, quality and products.

• To improve supply chain management to delivery of products to customers on time.

• g) Gratuity : Gratuity payable in accordance with the Company’s scheme thereof as applicable to other executives / employees of the company.

• To improve service of cera care by new digital portal for customer delight.

He has wealth of experience and direct manufacturing expertise along with overall general management and industry experience of more than 33 years. Before joining the CERA, he was former Unit head of the Insulator Division, Aditya Birla Insulators, Halol (a unit of Grasim Industries Ltd). He has worked with various companies in cement, textiles, chemicals and ceramics industries, spending seventeen years in the Aditya Birla Group. He has wide experience in the initiation and development of large-scale greenfield manufacturing facilities.

Category – B

• a) Contribution to Provident Fund or Annuity Fund: As per the rules of the Company as applicable to other executives / employees of the Company.

Category – C

• a) Free telephone facility at residence and a mobile telephone. Personal long distance calls on telephone will be billed by the Company to the appointee.

He is designated as an Executive Director (Technical) and discharging duties and functions subject to the superintendence, direction and control of the Board of Directors and/or Chairman and Managing Director and/or Joint Managing Director of the Company.

• b) Use of Company owned car with driver, fuel and maintenance expenses upto a maximum of ` 12 Lakhs per annum.

Others:

He is ‘Occupier’ under the Factories Act and following all roles and responsibilities for the position under the said Act. He is nominated and in-charge of and be responsible for the conduct of business of the Company or any establishment / branch / unit thereof under The Legal Metrology Act, 2009.

• a) Executive Director (Technical) is also entitled to the benefits as per the rules of the Company, which the other senior executives / employees of the Company are entitled to.

• b) He will not be entitled to Sitting Fee for attending the meetings of the Board of Directors or Committee(s) thereof.

He shall be liable to retire by rotation.

He shall not exercise the powers as an Executive Director (Technical) which are required to be exercised by the company ingeneral meeting and / or by Board of Directors.

The Board or Committee thereof, in its absolute discretion will fix within the range stated above the remuneration payable to the Executive Director (Technical) depending on his performance.

The principle terms and conditions of re-appointment of Mr. Anupam Gupta, Executive Director (Technical) are as follows:

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Cera Sanitaryware Limited

• However, total remuneration payable to Mr. Gupta shall not exceed 5% of the net profit of the Company and total remuneration payable to all working directors shall not exceed 10% of the net profit of the company in any financial year, calculated in accordance with the provisions of Section 198, Schedule V and other applicable provisions, if any, of the Companies Act, 2013, rules made thereunder or any amendment, modification or reenactment thereto from time to time. In the event of absence or inadequacy of profit in any financial year during the tenure of his appointment, total remuneration payable shall not exceed the maximum limit prescribed under Schedule V of the Companies Act, 2013, rules made thereunder or any amendment(s), modification(s) or replacement(s) or re-enactment(s) thereof from time to time, if any, to the extent with necessary approvals.

Except, Mr. Anupam Gupta, none of your directors or Key Managerial Personnel of the Company or their relatives are concerned or interested financially or otherwise in the said resolution as per item no. 5 of notice. The disclosure under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided as notes to this notice.

This explanatory statement also be regarded as a disclosure underany other Acts, Rules and Regulations.

Item No. 6

The existing Articles of Association (“AOA”) of the Company were framed in terms of the provisions of the Companies Act, 1956. In order to bring the existing AOA of the Company in line with the provisions of the Companies Act, 2013 (“the Act”), the Company will have to make numerous changes in the existing AOA. It is therefore considered desirable to adopt a comprehensive new set of Articles of Association of the Company, in substitution of and to the exclusion of the existing AOA.

1. The terms and conditions of the said appointment may be altered and varied from time to time by the Board as it may, in its discretion deem fit, including the maximum remuneration payable to the Executive Director (Technical) in accordance with section 198, Schedule V and other applicable provisions, if any, of the Companies Act, 2013, rules made thereunder or any amendment(s), modification(s) or replacement(s) or re-enactment(s) thereof from time to time.

Pursuant to the provisions of Section 14 and other applicable provisions, if any, of the Act and the rules framed thereunder, amendment of Articles of Association of the Company requires approval of the members of the Company by way of passing a Special Resolution to that effect.

1. If at any time Mr. Gupta ceases to be a Director of the Company for any cause whatsoever, he will cease to be the Executive Director (Technical).

Accordingly, approval of the Members of the Company is hereby sought by way of Special Resolution as set out in Item No. 6 of the Notice.

1. Mr. Gupta, Executive Director (Technical) may resign from the service of the Company by giving three months’ notice in advance. Similarly, the Company has the right to terminate his service as Executive Director (Technical) at any time by giving three months’ notice in writing or salary in lieu thereof.

None of the Directors and Key Managerial Personnel of the Company or their respective relatives is concerned or interested either financially or otherwise in the resolution at Item No. 6 of the accompanying Notice.

Pursuant to the requirement of Section 203 of the Companies Act, 2013 and applicable rules in force, Mr. Anupam Gupta shall continue to be treated and designated as Key Managerial personnel of the Company. Mr. Gupta will also continue to be appointed as designated officer under any other Act, Regulations as may be required under the instruction of Chairman and Managing Director on time to time basis.

A copy of the proposed set of new Articles of Association (AOA) of the Company is available on the website of the Company at https://www.cera-india.com/investor-relations/shareholder-andagm-information A copy of the proposed set of new AOA of the Company would be available for inspection at the Registered Office of the Company during the business hours on any working day during the e-voting period.

Pursuant to the provision of Sections 196, 197, 203 and Schedule V of the Companies Act, 2013 the approval of members by way of ordinary resolution shall be required for re-appointment and payment of remuneration to Whole Time Director/Executive Director of the Company. Hence necessary resolution has been proposed for the approval of members.

Your Directors are of the opinion that it will be in the Company’s interest to adopt a new set of Articles of Association of the Company, as re-stated, and therefore, recommend to approve the resolution at Item No. 6 of the accompanying Notice for approval by the members of the Company as a Special Resolution.

A copy of agreement with Mr. Anupam Gupta is open for inspection at the registered office of the Company between 10.00 a.m. to 1.00 p.m. on any working day except, Saturday upto the date of this Annual General Meeting.

Regd. Office : 9, GIDC Industrial Estate, By Order of the Board of Directors Kadi – 382 715 For Cera Sanitaryware Limited Dist. Mehsana, Gujarat. CIN : L26910GJ1998PLC034400 Hemal Sadiwala 13[th] May, 2024 Company Secretary Ahmedabad (ACS:20741)

The Board of Directors recommends the Ordinary resolution as per item No. 5 of the accompanying notice for approval of the members of the Company.

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