The Directors have pleasure in submitting the 26^th Annual Report together with the Audited financial statements of your Company for the year ended 31^st March, 2024.

Performance

The summary of your Company's financial performance on standalone basis is given below:

Transfer to Reserves

The Company has transferred a sum of ' 6,113.38 Lakhs to General Reserve in the current year (previous year ' 5,462.66 Lakhs).

Highlights / Performance of the Company

Revenue from Operations of the Company for the year increased by 3.8% (' 1,87,123.47 Lakhs in FY 2023-24 as compared to ' 1,80,318.40 Lakhs in FY 2022-23).

EBITDA for the year increased by 10.2% (' 35,543.07 Lakhs in FY 2023-24 as compared to ' 32,256.88 Lakhs in FY 2022-23).

Profit after Tax for the year increased by 14.1% (' 23,916.90 Lakhs in FY 2023-24 as compared to ' 20,965.58 Lakhs in FY 2022-23).

Exceptional Item :

The Company acquired share capital worth Rs 806 Lakhs for 26% stake in M/s Milo Tile LLP (“Milo”) in FY 2018-19. During FY 202223 Milo had been unable to maintain product quality parameters which has forced the Company to discontinue procuring tiles from Milo, and raise claims based on inferior quality products supplied by Milo. As a matter of abundant caution, the Company has fully provided impairment of its investment in Milo (net of payables) to the tune of ' 655.57 Lakhs (' 500.00 Lakhs in FY 2022-23 and ' 155.57 Lakhs in FY 2023-24). The same is disclosed as an “Exceptional Item”. Without prejudice to the above, the Company is taking all necessary steps for recovery of its Equity investment including legal recourse. Recently, the Hon'ble High Court of Gujarat has appointed an arbitrator to adjudicate the case and the first hearing in the matter is yet to be held.

Further, in view of the above ongoing dispute and in accordance with Ind AS 28 “Investment in Associates”, the management has reclassified its Investment in Milo from “Investments in Associates” to “Other Investments”.

Dividend

Your Directors recommended a dividend of ' 60/- per share (1200%) [Previous year Dividend of ' 50/- per share (1000%) on 1,30,05,874 Equity Shares of ' 5/- each fully paid for the year ended 31^st March, 2024, to be paid subject to the approval of the members at the ensuing Annual General Meeting.

Pursuant to the requirements of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations'), the Dividend Distribution Policy of the Company is available on the Company's website at https://www.cera-india.com/policy-and-statutorv-documents/dividend-distribution-policv

During the year, the unclaimed dividend pertaining to the financial year ending 2015-16 were transferred to the Investor Education and Protection Fund.

Sanitaryware Unit

Your Company has aligned the production in response to the market demand, leveraging all available resources effectively.

The active collaboration between workers and staff in implementing new initiatives focused on safety, quality, delivery and cost has yielded significant improvements. This concerted effort has led to enhanced product yield and ensured timely delivery of products.

During the year a substaintial portion of land parcel was acquired for our greenfield expansion Project of Sanitaryware unit.

Your Company is adhering to the best manufacturing practices to cultivate a culture of Continuous Improvement through activities such as waste elimination, small improvements like Kaizen, dedicated projects aimed at cost-saving and sustainability, there

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has been a notable enhancement in the utilization of deployed resources.

Your company remains steadfast in its commitment to pioneering new and innovative product designs, such as the one-piece symphonic EWC, high-end rimless Wall Hung EWC, innovative colours and Lustre series products, through its dedicated New Product Development (NPD) team. By institutionalizing various knowledge-sharing forums, review mechanisms, process controls, and standard operating procedures, we have successfully achieved repeatability and reproducibility across new SKUs.

The active participation of workmen in diverse activities such as sports days, counselling sessions, reward and recognition programs, and various continuous improvement initiatives is fostering a culture of positivity and trust-building at the shop floor. This engagement not only promotes employee well-being but also enhances morale and strengthens the bond between the workforce and the Company.

Your company remains dedicated to delivering high-quality products to our valued customers in accordance with demand, while ensuring optimal utilization of resources. This commitment underscores our focus on meeting customer expectations while maximizing efficiency across our operations.

Faucet ware Unit

Your Company has shown growth, yet another year in terms of production and sales volume, which lead the company to reach to the higher level of achievements. Company has the culture of continual improvements and shall continue achieving the same through various debottlenecking projects and automation of the processes.

Your Company expects even higher growth in the coming times in its Faucets business. With this in view, as you know, company had launched new colour faucet designs in line with the changing customer preferences and market need. We have now launched 84 additional new products in 3 ranges which has come to total launch of more than 400 new colour SKUs. We have developed strong capability to supply the rising demand in less than 60 days.

Your company has completed expansion with consent from government authority to operate at the total capacity of 4.8 Million Pcs per annum. The factory holds strong Zero Liquid Discharge status which keep it separate and unique.

Your company remains dedicated to deliver high-quality products and has enhanced its world class manufacturing technology with new additions of Japanese CNC technology. Your company is adhering to the best manufacturing practices to cultivate a culture of Continuous Improvement by small improvements like Kaizen through small group activities. Your company is committed to focus on customer expectations while maximizing operational excellence.

Your company is committed to focus on conservation of natural resources. Company will also emphasis the development and sale of WATER saving products which are very crucial for the sustenance of environment and preservation of ecosystem. There are close to 48% of products offering in the portfolio which can also be offered as water saving products.

Bathware Unit

Your Company continued launches of new products and designs. New designer bathroom suites, wellness products, technology-based products like Smart electronic toilets, Tankless Wall Hung closets, and One Pc EWC's with Vibe sense touchless flushing

technology and modern design tabletop basins along with wall-hung closets for retail spaces were developed and launched.

Senator by CERA

As luxury segment is gaining traction, Senator is positioned as a high-end brand offering new designer sanitaryware, faucets, and wellness products targeting affluent Consumers, Architects, and Interior designers.

CERA Luxe

CERA Luxe offers premium SKUs across the diverse range of CERA Products.

Lustre by CERA

Lustre by Cera was yet another brilliant design innovation. With the market response and increase in demand, your company increased the product offering and introduced new stunning colours such as Dark Grey, Coffee, Beige, French Gold, Rose Gold, and Platinum.

Highest Share of voice in Media

Your company CERA used a high-impact media strategy to increase the brand reach and consumer exposure. A combination of GEC (General Entertainment Channels) - Impact properties and news programs used to expose our TV Campaign ‘This is your space, Play it your way' on television to consumers and managed to be the most visible brand on TV.

Our media mix had high-frequency English / Hindi and Regional news channels. For HSM (Hindi Speaking Market) market, your company took “Khatron Ke Khiladi” and “Kaun Banega Crorepati” the biggest shows of Indian Television as Special Partner and associate sponsor respectively.

For Non-HSM market, Big Boss Season-7 Telugu version was sponsored for Telangana and Andhra Pradesh market, Big Boss Season - 10 Kannada as special partner sponsorship for Karnataka market, and your company advertised heavily in the News channels - Hindi, English, and Regional languages.

Brand CERA in Digital Media

Engaging with today's consumers through digital platforms is crucial, and your company is actively evolving by implementing various digital initiatives through social media to connect with consumers through engaging contests. Other initiatives i.e. Google display ads, remarketing & Sustenance campaigns, and SEO were also taken to enhance brand visibility and search presence. Additionally, your company is also supporting channel partners by introducing a Lead Management System, which helps them get online business leads through the company website.

Trade expansion and development with brand stores

A complete transformation of brand stores was undertaken to elevate the consumer experience and your company successfully opened 500 new stores in the last financial year.

CERA focused to support channel partners by helping them to build brand stores - Cera Style Galleries, Cera Style Hub, Cera Style Centre, Cera Tile Galleries and Cera Tile Centres. This initiative created a strong brand pull in the market and gave our consumers an experience to remember and facilitate better decision-making. CERA also opened a company-owned Studio in Bengaluru and is coming up with new studios in Mohali and Lucknow.

Core Business

Our efforts will remain consistent and true to build our core businesses - Sanitaryware, Faucets and Tiles.

Loyalty Program

After the huge success of the CERA Superstar Retailer loyalty program with a community of 19,500 retailers, your company launched CERA Star Plumber. This program achieved remarkable success as well, with a community of over 20,000 plumbers.

Skill development and Training

CERA rigorously conduct training sessions to upskill the knowledge of plumbers and masons. This enables them to get better wages, resolve customer query satisfactorily and install products hassle-free. CERA thrives to bring One Culture One Communication among all employees in the organisation, hence various training sessions organised for workers and employees on One culture.

Awards

CERA won the most affiliated awards such as “Super Brand 202324” and was also recognized by ET Now Best Realty Brands 2024 and Reader's Digest Trusted Brand 2023.

Tiles Unit

Your Company made rapid strides in the Tiles segment by launching 500 new designs.

Packaging Unit

CERA holds 51% stake in Joint Venture unit i.e. Packcart Packaging LLP for manufacture of corrugated boxes which has now achieved full utilisation of production. The products are now available on a just in time basis, built to the exact specifications for the Company.

Polymer Unit

The Joint venture for Polymer Products unit i.e. Race Polymer Arts LLP for manufacturing of seat covers and cisterns has reached optimum capacity of its production during the year. Cera holds 51% Stake. The quality products are available and capacity utilization has increased gradually during the year.

Green Energy Unit

As a part of national policy and green energy initiative, Cera has initiated renewable energy capabilities in 1995.The Company has energy security and stabilized power cost by generation of electricity through renewable sources for captive use through windfarms and solar. The current installed capacity of renewable energy through windfarms and solar stands to 10.325 M.W.

During the year the Company has produced 148.11 Lakhs KWH power through renewal sources for captive use.

Conservation of energy, technology absorption and foreign exchange earnings and outgo:

Conservation of energy

The Company has two sources of its main energy, viz. Natural Gas- GAIL and Sabarmati Gas Ltd., for operating its Sanitaryware facility. The pricing of both sources differs, as GAIL sources gas from isolated wells in and around Cera's manufacturing facility and is able to contract gas at a lower price over prevailing market pricing. Medium term contracts with these suppliers were renewed last financial year. For energy conservation, the company has installed fuel efficient burners to control gas consumption and in addition to this, every effort is made by the company to adapt any technological developments in energy conservation.

Energy Conservation Project in the Existing System

- Main thrust given to kiln waste heat utilizations for Greenware and mould dryers.

- Gas pipeline and pressure regulators standardizations to operate efficiently at lower gas pressure.

- Improvement plant efficiency led to lower consumption of energy.

- Reduction of casting drying energy consumption through area wise weekly off in place of staggered weekly off.

- Closed heating system in place of open heating system at casting initiative helped reduce drying time.

The second energy, viz. electricity, required for running the machineries, is supplied by the local Discom. To compensate the energy consumption by way of electricity, your Company has an installed capacity of Wind Turbines of 8.325 MW and Solar Plants of 2.00 MW which generates about most of the Company's electricity requirement, and this gets offset against monthly consumption of the energy bill.

- Slip ring induction motors replaced with High efficiency motors (IE-3)

- Energy efficient ceiling fan replaced 100% across SW and FW plant.

- LED and Optimization senser light across the plant (SW&FW).

- Timer controlled electrical equipment operations like HF Plant, Water coolers, ACs, Street light etc.

- Improvement in power factor (Installation of Automatic power factor Bank).

- Installation of energy efficient imported electric furnace in FW division

- Periodic audit of air and energy consumption. Basis the outcome of audit both plant took corrective actions in PW divisions

- Installation of energy efficient air compressor machines.

- Installation of new LED lights and replacement of All CFL lights

Technology absorption and foreign exchange earnings and outgo

The information on technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as a separate Annexure- III.

Environmental Social Governance (ESG)

Cera follows a holistic approach towards Environmental, Social and Governance matters. Cera values the trust reposed by its stakeholders including customers, the communities in which it operates and society at large and has strived hard to protect and preserve their interests.

Environment at Cera

Cera is highly committed to ensuring zero environmental impact due to its operations. The Company stringently adheres to norms governing reduction of emissions, pollution control and other environmental aspects. Some of the broad initiatives undertaken by the Company include:

• Installation of a rooftop solar power system (one of the largest in the Kadi region), which has gone a long way in substantially reducing the carbon footprint.

• Reduction in fresh water intake from 2.5 liter per Pc to less than one litre in the FW division.

• Reduction of hazardous solid waste generated from 45Mt to 33Mt in the last financial year IN FW division

• Substantial reduction in the use of Chemical in the treatment of wastewater at FW division

• Improved plant efficiency impacted lower waste generation in SW

• Safety culture through, Incdent investigations, Safety training,near miss reporting and hazard identification.

• Cera has managed to stabilize power cost by generating electricity through non-conventional sources (wind and solar) for captive use; as of FY23, its total installed non-conventional energy capacity stood at 10.325 MW, which produced 124.82 lakh units. Maximum of its energy needs are met through renewable energy.

• In its initiative to conserve biodiversity, the Company has undertaken plantation of over 12,000 plus trees.

• By successfully developing a fully functional rainwaterharvesting system, Cera has managed to reduce dependence on ground water usage. Further, by recycling water used for the manufacturing process the Company has reduced the water intensity of its operations.

• Cera Faucet ware has upgraded the Zero Liquid discharge plant to meet the requirement of higher norms of the government.

• Under the initiative of ‘Waste Minimization and Waste Utilization', the Company has been undertaking numerous measures. Some of these measures include recycling of solid and liquid and ZLD (zero liquid discharge), high energy efficient rated machines, compliance to pollution norms and awareness generation among employees etc. Majority of the waste generated in the Company's operations is recycled and the balance is disposed-off safely. The Company has also installed a Effluent Treatment Plant at both of its facilities.

Social dimension at Cera

Cera Sanitaryware Limited Company located at Kadi, aiming to provide sustainable development for Society with its Corporate Social Responsibility-CSR in Kadi, Gujarat and Kolkata, West Bengal and its surrounding areas.

During the financial year 2023-24, Cera had spent ' 387.14 Lakhs on various CSR initiatives in the areas of Education, Healthcare, Rural & Urban Development, Women empowerment & Poverty alleviation. Also aided promote sustainable development like: Environment Protection by plantation drive more than 12000 trees aiming to enriching Oxygen in air for healthy and clean environment to the next generation by launching Oxygen Park first time in Kadi city. This oxygen park is a natural dense forest developed on the base of Miyawaki method which is accepted in the world.

The district Collector of Mehsana & The Chief Election Officer -Govt. of Gujarat has specially appreciated Cera company for donating 300 Nos. of wheelchairs to the physically challenged voters for casting their valuable vote in Assembly election-2024. These wheelchairs is being used by physically challenged school students of Mehsana district after completion of election process. The Mehsana district has donated highest wheelchairs in Gujarat state.

Cera had been received accolades from the Deputy Chief Minister of Gujarat Government as well as Administration for implementing various CSR initiatives like : Developing of accident-free zones, Educational facilities for the society, Setting up Healthcare facilities in various hospitals, Kadi town development etc. Cera had given

strong financial support to ESIC Hospital, Government Hospital and Private Hospitals. Cera has always been providing necessary support to the local administration through actively association with society.

Governance at Cera

The Company believes in the values of transparency, professionalism and accountability. The best Corporate Governance practices has been a strong endeavor of the Company since its inception. The organization strongly believes that there is a direct association between good corporate governance practices and stakeholder value enhancement. The Company recognizes the accountability of the Board and the importance of its decisions on its customers, dealers, employees, shareholders and with every individual, who comes in contact with the Company.

Its policy relating to ethics, bribery and corruption serves as the guiding philosophy for its employees. The Company also has a whistle blower policy in place, which provides a platform to all employees, vendors and customers to report any suspected fraud or error or confirmed incident of fraud / misconduct. Through prudent strategies the Company has optimized asset utilization and preserved the collective funds at its disposal by avoiding unrelated diversification or over-ambitious expansion. By ensuring fair and ethical dealings with all stakeholders, the Company has a robust track record of Corporate Governance practices.

Going ahead, the Company aspires to continue deepening its focus towards the environmental social governance (ESG) aspect in the organization and create a sustainable future for all its stakeholders.

Subsidiary Company

The Company has two Subsidiary LLPs namely Packcart Packaging LLP & Race Polymer Arts LLP.

There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 (“Act”). Further there has been no material change in the nature of business of the subsidiary. The Company does not have any material subsidiary. The Policy on Material Subsidiary framed by the Board of Directors of the Company is available on Company's website at the link https:// www.cera-india.com/corporate/policv-for-determining-materialsubsidiary

Those Shareholders who are interested in obtaining a copy of the audited annual financial statements of the subsidiary may write to the Company. The Audited financial statements of subsidiaries are available on the website of the Company www.cera-india.com

Pursuant to the provisions of Section 129, 134 and 136 of the Companies Act, 2013 with rules made thereunder and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has prepared consolidated financial statements of the Company and salient features of the financial statement of the subsidiaries is set out in the prescribed form AOC-1 forming part of this Annual Report.

Particulars of contracts or arrangements with related parties

All transactions entered with Related parties as defined under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year were in the ordinary course of business and on an arm's length basis, the details of which are included in the notes forming part of the financial statements.

There were no material related party transactions entered during the year. Accordingly, information in form AOC - 2 is not annexed. Further no materially significant related Party transactions were

made by the Company with Directors, Key Managerial Personnels or other Designated Persons, which may have a potential conflict with the interest of the Company at large. All related party transactions were placed before the Audit Committee and also the Board as applicable for approval. The Company has framed a policy on RPTs for the purpose of identification, approval and monitoring of such transactions. The policy on Related Party Transactions is hosted on the Company's website at https://www.cera-india.com/policy-and-statutorv-documents/related-partv-transaction

Corporate Social Responsibility

Your Company has always laid emphasis on progress with social commitment. We believe strongly in our core values of empowerment and betterment of not only the employees but also our communities.

CERA believes that real progress occurs when privileges are balanced with the responsibilities towards society. Following this principle, Late Shri Vidush Somany, our Company's Executive Director had laid the foundation of a comprehensive approach towards promoting and facilitating various aspects of surrounding communities. CERA CSR Policy focuses on six thrust areas in which CSR activities are planned - a) eradicating hunger and malnutrition b) promoting healthcare including preventive health care c) promoting education, including special education d) employment enhancing vocational skills among women e) empowering rural women f) Rural Development. Following this principle the Company had laid the foundation of a comprehensive approach towards promoting and facilitating various aspects of our surrounding communities. A brief Report on Corporate Social Responsibility (CSR) Activities alongwith Annexure as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as a separate Annexure- IV and separate activity wise CSR Report has been annexed as Annexure - II to this report.

As required under Section 135 of the Companies Act, 2013 and to demonstrate the responsibilities towards Social upliftment in structured way, the Company has formed a Policy to conduct the task under CSR, during the year. The Board has approved a policy for Corporate Social Responsibility and same has been uploaded on the website i.e. https://www.cera-india.com/policy-and-statutory-documents/corporate-social-responsibility-policy

Directors and KMP

During the year under review, upon the recommendation of Nomination and Remuneration Committee Mr. Anandh Sundar has been appointed as an Independent Director of the Company w.e.f. 12^th February, 2024 for the term of 3 years and subsequently his appointment was approved by the members of the Company through Postal ballot process on 5^th April, 2024.

Mr. Sajan Kumar Pasari and Mr. Lalit Kumar Bohania, Non-Executive Independent Directors completed their second and final term as Independent Directors of the Company and consequently they ceased to be Directors of the Company with effect from the end of 31^st March, 2024.The Board placed on record its deep sense of appreciation for the contribution made by them during their tenure as Independent Directors of the Company.

Accordingly, the Board is comprising of four Independent Directors namely, Mr. Surendra Singh Baid, Ms. Akriti Jain, Mr. Ravi Bhamidipaty and Mr. Anandh Sundar. They will not retire by rotation. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect their status as Independent director during the year under review and have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Company keeps informed independent directors about changes in the Companies Act, 2013 and rules and other related laws from time to time and their role, duties and responsibilities.

Mr. Ayush Bagla, Executive Director resigned from the services of the Company to pursue new avenues, vide his letter dated 26^th December, 2023. The Board of Directors has noted and accepted his resignation and he was relieved from the services of the Company with effect from the end of 31^st March, 2024.

The Board of Directors at their meeting held on 13^th May, 2024 re-appointed Mr. Anupam Gupta as an Executive Director (Technical) for further term of three (3) years w.e.f. 15^th October, 2024, subject to the approval of the members at the ensuing Annual General Meeting.

The resolutions proposing the reappointment of the Directors are set out in the notice convening Annual General Meeting for approval of members. The Board recommends for approval of the same.

Brief resume of the director who is proposed to be reappointed at the ensuring Annual General meeting, as required as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard is provided in the notice convening this Annual General Meeting of the Company.

Number of Meetings of the Board

The Board of Directors, during the financial year 2023-24 duly met 4 times on 10^th May, 2023, 3^rd August, 2023, 1^st November, 2023 and 12^th February, 2024, in respect of these meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

Audit Committee

The Company has constituted Audit Committee in terms of the requirements of the Act and rules framed thereunder and applicable listing regulations. For details please refer Corporate Governance Report attached as a separate Annexure-VII.

Directors’ Responsibility Statement

In compliance of Section 134(5) of the Companies Act, 2013, the Directors of your Company confirm:

• that in the preparation of annual accounts, the applicable accounting standards have been followed and there are no material departures;

• that such accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31^st March, 2024 and of the Profit of the Company for the year ended on that date;

• that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• that the annual accounts have been prepared on a going concern basis;

• that internal financial controls have been laid down to be followed by the company and that such internal financial controls are adequate and were operating effectively;

• that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, Schedule - IV of the Act and SEBI (LODR) Regulations, 2015, the Board has carried the evaluation of its own performance, individual directors, its committees and Key Managerial Personnel, on the basis of attendance, contribution and various criteria as recommended by the Nomination and Remuneration Committee of the Company.

The performance of Non-Independent Directors (including the chairperson) and the Board as whole was also evaluated by the Independent Directors at the separate meeting of Independent Directors of the Company. The Directors expressed their satisfaction with the evaluation process.

Policy on Directors appointment and remuneration

Criteria determining the qualifications, positive attributes and independence of Directors.

Independent Directors

• Qualifications of Independent Director.

An Independent director shall possess appropriate skills, qualifications, experience and knowledge in one or more fields of finance, law, management, marketing, administration, corporate governance, operations or other disciplines related to the Company's business.

• Positive attributes of Independent Directors.

An independent director shall be a person of integrity, who possesses knowledge, qualifications, experience, expertise in any specific area of business, integrity, level of independence from the Board and the Company etc. Independent Directors are appointed on the basis of requirement of the Company, qualifications & experience, expertise in any area of business, association with the Company etc. He / She should also devote sufficient time to his/her professional obligations for informed and balanced decision making; and assist the Company in implementing the best corporate governance practices.

• Independence of Independent Directors.

An Independent director should meet the requirements of Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 and give declaration to the Board of Directors for the same every year.

Other Directors and Senior Management

The Nomination and Remuneration Committee shall identify and ascertain the qualifications, expertise and experience of the person for appointment as Director or at senior management level and recommend to the Board for his / her appointment.

The Company shall not appoint or continue the employment of any person as Whole-time Director or Senior Management Personnel if the evaluation of his / her performance is not satisfactory. Other details are disclosed in the Corporate Governance Report under the head Nomination and Remuneration Committee and details of Remuneration (Managing Director / Whole Time Director(s) and Non-Executive Directors) are attached as a separate Annexure- VII to this Report.

Familiarisation Programme for Independent Directors

The Directors are regularly informed during meetings of the Board and Committees on the business strategy, business activities, manufacturing operations, regulatory updates and issues faced by the ceramic industry. The Directors when they are appointed are given a detailed orientation on the Company, industry, regulatory matters, business & financial matters, human resource matters and corporate social responsibility. The details of Familiarisation programmes provided to the Independent Directors of the Company are available on the Company's website https://www.cera-india.com/policv-and-statutorv-documents/familiarization-programme

Remuneration / Commission from Holding or Subsidiary Company

Managing Director or Whole Time Director are not receiving any remuneration / commission from any Holding Company or Subsidiary Company.

Remuneration Policy

This Nomination and Remuneration Policy (“Policy”) provides the framework and key guiding principles to be followed in for appointment and determination of remuneration of Directors, Key Managerial Personnel and Senior management personnel.

This Policy is to establish and govern the procedure applicable:

a) To evaluate the performance of the members of the Board.

b) To ensure remuneration to Directors, KMP and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

c) To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

The said Policy is available on the website of the Company http:/ www.cera-india.com/sites/default/files/2022-05/Nomination-and-Remuneration-policy.pdf

Managerial Remuneration and Employees

Details required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are enclosed separate as an Annexure V.

Details of employees required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as a separate Annexure, however it is not being sent along with this annual report to the members of the Company in line with the provisions of Section 136 of the Companies Act, 2013 and rules made there under. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by members at the Registered Office of the Company, 21 days before and up to the date of the ensuing Annual General Meeting during the business hours on working days.

Employee Stock Option Scheme (“ESOS”)

The Board of Directors believes that Equity-based compensation schemes are effective tools to attract, retain, motivate, and reward the critical talents working exclusively with the Company. With the objective to motivate key employees for their contribution to the corporate growth on sustained basis, to create an employee

ownership culture, to retain the best talent in the competitive environment and to encourage them in aligning individual goals with that of the Company's objectives and based on the recommendation of Nomination and Remuneration Committee (‘NRC'), the Board of Directors at their meeting held on 8^th April, 2024 approved the introduction and implementation of ‘Cera Sanitaryware - Employee Stock Option Scheme 2024' (“ESOS 2024” or “Scheme”) by the primary issuance/secondary acquisition of the shares through trust route or both in one or more tranches by Cera Sanitaryware Employees Welfare Trust, proposed to be settled and administered in accordance with the Securities and Exchange Board of India (Share Based Employee Benefit and Sweat Equity) Regulations, 2021 and other applicable laws and subject to the approval of the Shareholders.

The aforesaid ESOS 2024 is subject to the approval by the Members of the Company through Postal Ballot process. The evoting for the resolutions proposed in the Postal Ballot notice is opened from 17^th April, 2024 to 16^th May, 2024. The Results of Postal Ballot will be declared within 2 working days of the 16^th May, 2024.

The Nomination and Remuneration Committee plays the role of the Compensation Committee under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI sBeB Regulations”). The CERA Sanitaryware Employees Welfare Trust is managed by KP Corporate Solutions Ltd, Independent Trustee.

The ESOS 2024 is for the benefit of Employee(s) working exclusively with the Company, whether in or outside India, including any director, whether whole-time or not [excluding the employees/ directors who are promoters and persons belonging to the promoter group, independent directors and directors holding directly or indirectly more than 10% (Ten percent) of the outstanding equity shares of the Company)] subject to their eligibility as may be determined under the ESOS Scheme

Disclosure required under regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are set out in Annexure VI to this report and are available on the Company's website at www.cera-india.com.

Company has not sanctioned loan to any of its employees for purchase of Company's shares under any scheme.

Corporate Governance and Management Discussion and Analysis

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, report on Corporate Governance and Management discussion and Analysis have been included in this Annual Report per separate Annexure-VII and Annexure-I respectively.

Business Responsibility and Sustainability Report (“BRSR”)

As required under Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, Business Responsibility and Sustainability Report forms part of the Directors' Report and is enclosed as separate Annexure-VIII.

Annual Return

Pursuant to Section 134(3)(a) and Section 92(3) of the Act, the Copy of Annual Return of the Company for the financial year ended 31^st March, 2024 will be placed on the Company's website at www.cera-india.com

Particulars of Loans, guarantees or investments u/s 186.

No loan, guarantee or security has been provided by the Company during the year under review. Details of Investments covered u/s 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Risk Management

The Board has approved and implemented Risk Management Policy of the Company including identification and element of risks. Pursuant to amendments in SEBI (Listing Obligations and Disclosure Requirements Regulations), 2015, the Board of Directors of the Company has constituted the Risk Management Committee having its scope and functions as per Risk Management policy. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness.

The risk management system is designed to safeguard the organisation from various risks through adequate and timely action. It is designed to anticipate, evaluate and mitigate risks in order to minimise its impact on the business.

The Risk Management system is also overseen by the Audit Committee / Board of Directors of the Company on a continuous basis. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis.

Internal Control System and its adequacy

The Company has internal control system commensurate with the size, scale and complexity of its business operations. The scope and functions of Internal Auditor are defined and reviewed by the Audit committee. The Internal Auditor reports to the Chairman of the Audit Committee. The Internal Auditor assesses opportunities for improvement of business processes, systems and controls, to provide recommendations, which can add value to the organization.

Share Capital

The paid up Equity Share Capital as on 31^st March, 2024 was ' 650.29 Lakhs. During the year under review the Company has not issued any shares. No shares with differential voting rights, stock or sweat equity shares were issued by the Company during the year under review.

During the year the Company has transferred 4135 Equity Shares to Investor Education and Protection Fund, pursuant to the provisions of sections 124 & 125 of the Companies Act, 2013 and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016.

Deposits

The Company has not accepted any deposits falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

Finance

During the year under review, the Company does not have any long term loans/debts from Financial Institutions and Banks. The Company is availing Working Capital facility from State Bank of India.

During the year there is no default in payment of loan facility availed from Bank or Financial Institution, therefore details of difference between amount of valuation done at the time of one time settlement

and valuation done while taking loan from bank or financial institutions is not applicable.

Statutory Auditors and their Observations

Singhi & Co., Chartered Accountants are the statutory auditors of the Company. They are appointed for a period of five years, from the conclusion of 24^th AGM till the conclusion of the 29^th AGM (AGM of financial year 2026-27).

The Auditors' Report to the members for the financial year under review does not contain any qualification, reservation or adverse remark or disclaimer.

Cost Records and Cost Auditors

In terms of Section 148 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, your Company duly maintain the cost accounts and records. The Company has appointed K.G. Goyal & Co., as Cost Auditors for conducting cost audit for the year 2023-24.

As required by the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the members in General Meeting for their ratification. Accordingly, a resolution seeking ratification of the remuneration payable to M/s. K.G. Goyal & Co., as approved by the Audit Committee and Board is included in the Notice convening the Annual General Meeting of the Company.

Secretarial Audit

Pursuant to provisions of Section 204 of Companies Act, 2013 and rules made there under, the Company had appointed Parikh Dave & Associates, Practicing Company Secretaries a peer reviewed firm to undertake the Secretarial Audit of the Company for the year 2023-24. The Secretarial Audit Report for the year 2023-24 given by Parikh Dave & Associates, Company Secretaries in practice is attached as a separate Annexure IX. The Secretarial Audit Report do not contain any qualification, reservation or adverse remark.

Reporting of Frauds

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of fraud committed in the Company by its Officers or Employees to the Audit Committee and / or Board under section 143(12) of the Act.

Secretarial Standards

The Company is complying with the applicable Secretarial Standards.

Insurance

Your Company has adequately insured all its properties including Plant and Machinery, Building and Stocks.

Industrial Relations

The Company had executed bilateral agreement for duration of four year with workmen with detailed quantification of fixed and variable wages. A similar agreement on completion of the previous agreement's tenure was signed under section 2(p) 18(1) of Industrial Disputes Act, 1947, for 4 years with workers Union on 4^th August, 2021 which became effective from 1^st September, 2021. The new

wage agreement was executed in harmonious environment.

The Company has adequate skilled & trained workforce for its various areas of operations and the skills upgradation of which is being done on continuous basis for improving the plant operations and quality process.

The Company has taken sufficient measures to maintain Industrial Health and Safety at its workplace for employees as laid in the Gujarat State Factories Rules, 1963. The Company is also complying and maintaining all applicable Industrial and Labour laws / rules.

The Company has in place a Policy against Sexual Harassment at workplace in line with the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committees have been set up to redress complaints received regarding sexual harassment. The Company has not received any complaints during the year under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has organized 2 workshops under the said Act during the year under review.

Material changes affecting financial position of the Company

No material changes or commitments, affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate, i.e. 31^st March, 2024 and the date of the Board's Report.

There is no application pending under the Insolvency and Bankruptcy Code 2016 against the Company.

Change in nature of business

No changes have been made in nature of business carried out by the Company during the financial year 2023-24.

Orders passed by Regulatory Bodies or Courts

No regulatory body or court or tribunal has passed any significant and material orders impacting the going concern status and operations of the Company.

Vigil Mechanism

The Company has implemented Vigil Mechanism. For details please refer Corporate Governance Report attached as a separate Annexure-VII.

Appreciation

Your Directors thanks the Bankers for extending timely assistance in meeting the financial requirements of the Company. They would also like to place on record their gratitude for the co-operation and assistance given by State Bank of India and various departments of both State and Central Governments.