Cera Sanitaryware Ltd. — Capital/Financing Update 2024

Aug 5, 2024

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CSL/2024-25/189 5[th] August, 2024

To,BSE LimitedCorporate Relationship Department1stFloor, New Trading RingRotunda Building, P J TowersDalal Street, Fort, Mumbai – 400001.Scrip Code :532443Scrip ID: CERA	To,National Stock Exchange of India LimitedExchange PlazaBandra Kurla ComplexBandra (East)Mumbai – 400051.Scrip Code: CERA

SUB: OUTCOME OF BOARD MEETING OF CERA SANITARYWARE LIMITED (“COMPANY”) HELD ON AUGUST 5, 2024, PURSUANT TO REGULATION 30 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, AS AMENDED (“LISTING REGULATIONS”).

Dear Sir/Madam,

Further to our intimation dated 26[th] July, 2024, and pursuant to Regulation 30 of the Listing Regulations, read with the SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated 13[th] July, 2023, we wish to inform you that the Board of Directors of the Company (“ Board ”), at its meeting held today, i.e., Monday, 5[th] August, 2024 has inter-alia, approved,

1. the proposal for buyback of up to 108333 fully paid-up equity shares of face value INR 5 each (“ Equity Shares ”) by the Company (“ Buyback ”), representing upto 0.83% of the total number of Equity Shares of the Company, at a price of INR 12000/- (Rupees Twelve Thousand only) (“Buyback Price”) per equity share payable at cash for a total consideration not exceeding INR 130 Crores (Rupees One Hundred Thirty Crores only) (excluding the transaction costs such as brokerage, filing fees, advisors fees, legal fees, public announcement publication expenses, printing, applicable taxes such as buyback tax, securities transaction tax stamp duty etc.) (“ Buyback Size ”), representing 9.68% and 9.66% of the total paid-up equity share capital and free reserves (including securities premium account) as per the latest audited standalone financial statements and audited consolidated financial statements of the Company for the financial year ended March 31, 2024, respectively through the “Tender Offer” route as prescribed under the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018 as amended (“ Buyback Regulations ”), on a proportionate basis from the equity shareholders/ beneficial owners of the Equity Shares of the Company including promoters, members of promoter group, and persons acting in concert, as on the record date.

Pursuant to Regulation 42 of the Listing Regulation and Regulation 9(i) of the Buyback Regulations, as amended, the Board has fixed Friday, 16[th] August, 2024 as the Record Date for the purpose of determining the entitlement and the names of the equity shareholders who shall be eligible to participate in the Buyback.

Accordingly, the public announcement and the letter of offer setting out the process and timelines of the Buyback, along with the other requisite details will be released in due course in accordance with the Buyback Regulations.

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1. A sub-committee of the Board for this purpose (“ Buyback Committee ”) has been formed and the Board has delegated all the powers to do all such acts, deeds, matters and things, as it may, in its absolute discretion, deem necessary, expedient or proper in connection with the Buyback to such Buyback Committee.

In terms of Regulation 5(vi)(a) of the Buyback Regulations, the Board/ Buyback Committee may, till 1 (one) working day prior to the record date, increase the Buyback price and decrease the number of Equity Shares proposed to be bought back, such that there is no change in the Buyback Size.

The pre-Buyback shareholding pattern is enclosed herewith as Annexure A. Please note that the details regarding the post-buyback shareholding pattern have not been mentioned herein since the actual number of Equity Shares that are being bought back and the category of shareholders from whom such Equity Shares are being bought back cannot be determined at this stage.

We would like to inform you that the Board meeting commenced at 11.30 am and concluded at 12.40 pm.

This is for your information. Please take the same on record.

Thanking you, For CERA Sanitaryware Limited

HEMAL JANARDAN SADIWALA Digitally signed by HEMAL JANARDAN SADIWALA DN: c=IN, o=Personal, title=1769, pseudonym=831e288729424ea383d3e6222fd99076, 2.5.4.20=2f1a0a53e3d0c48658014c43dea3989dc59335ec2f1a70b9d67f9e73d4395917, postalCode=380008, st=Gujarat, serialNumber=f2fe036f7fce318ced974ed8837dfa1e1c2da169e5861098ce6b05679d5c9f6e, cn=HEMAL JANARDAN SADIWALA Date: 2024.08.05 12:42:01 +05'30' Hemal Sadiwala Company Secretary

Encl. as above.

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Annexure

Pre-buyback shareholding pattern of the Company as on 2[nd] August, 2024 is as under:

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----- Start of picture text ----- Sr. No. of No. of Equity % ofCategoryNo. Shareholders Shares Held holding1 Promoters and Promotor Group 9 7085139 54.482 Mutual Funds 53 874497 6.723 Foreign Portfolio Investors 122 3014667 23.184 Insurance Companies 4 57956 0.455 Bodies Corporates 291 357727 2.756 Private and Nationalised Banks 5 1053 0.017 Indian Public 28743 1389970 10.698 Investor Education Protection Fund (IEPF) 1 106011 0.819 Non-Resident Indians (NRIs) 1359 80797 0.6210 Hindu Undivided Family (HUF) 580 37964 0.2911 Trusts 5 93 0.00Total 31172 13005874 100.00----- End of picture text -----

Note: The post buyback Shareholding Pattern of the Company shall be ascertained subsequently.

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