The Directors have pleasure in submitting the 27^th Annual Report together with the Audited financial statements of your
Company for the year ended 31^st March, 2025.

Performance

The summary of your Company’s financial performance on Standalone basis is given below: (Rs. in Lakhs)

The summary of your Company’s financial performance on Consolidated basis is given below: (Rs. in Lakhs)

Transfer to Reserves

The Company has transferred a sum of Rs. 6,113.35 Lakhs to General Reserve in the current year (previous year Rs. 5462.66
Lakhs).

Highlights / Performance of the Company

Revenue from Operations of the Company for the year increased by 2.4% (Rs. 1,91,525.12 Lakhs in FY 2024-25 as compared to
Rs. 1,87,123.47 Lakhs in FY 2023-24).

EBITDA for the year decreased by 0.6% (Rs. 35,322.73
Lakhs in FY 2024-25 as compared to Rs. 35,543.07 Lakhs in
FY 2023-24).

Profit after Tax for the year increased by 3% (Rs. 24,648.43
Lakhs in FY 2024-25 as compared to Rs. 23,916.90 Lakhs in
FY 2023-24).

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 2022-23 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.

Subsequently, the matter was referred to arbitration in
accordance with the terms of the agreement between the
parties. However, during the mediation process, both
parties agreed to an amicable settlement in March 2025
whereby CERA retired from the LLP without any claim on its
capital or share of profits in the LLP and also paid an amount
of Rs. 160.00 Lakhs as full and final settlement against the
Trade Payables due to Milo.

Pursuant to this settlement, the entire investment of
Rs. 806 lakhs in Milo Tile LLP was not recoverable, hence
written off by adjusting against the impairment Loss
provided (Rs. 500.00 Lakhs in FY 2022-23, Rs. 155.57 Lakhs
in FY 2023-24 and remaining amount of Rs. 150.43 Lakhs in
March 2025 quarter) and disclosed as an exceptional item in
the respective periods.

Dividend

Your Directors recommended a dividend of Rs. 65/- per share
(1300%) on 1,28,97,541 Equity Shares of Rs. 5/- each fully paid
for the year ended 31^st March, 2025 [Previous year Dividend
of Rs. 60/- per share (1200%) on 1,30,05,874 Equity Shares of
Rs. 5/- each fully paid], 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-statutory-documents/
dividend-distribution-policy

During the year, the unclaimed dividend pertaining to
the financial year ending 2016-17 were transferred to the
Investor Education and Protection Fund.

Buyback of Equity

During the year under review the Company has bought back
1,08,333 fully paid-up equity shares having a face value of
Rs. 5/- each at a price of Rs. 12,000/- per equity share through
tender offer route. The said Buyback offer remain opened
from 22^nd August, 2024 to 28^th August, 2024. The Buyback
offer subscribed 82.69 times of the maximum number of
Equity Shares proposed to be bought back. The settlement
of bids was completed on 4^th September, 2024 and the

payment consideration to eligible shareholders for buyback
was also executed on the same day. The extinguishment of
1,08,333 Equity Shares completed on 10^th September, 2024,
all of which are in dematerialized form. Out of 1,08,333
equity shares, 67,379 equity shares from Promoters and
40,954 equity shares from Public shareholders were brought
back under Buyback offer. Pursuant to the Buyback the
Promoters and Promoter Group holding marginally decline
from 54.48% to 54.41% (% of post buyback paid up capital).

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 ensure timely delivery of products. Substantial 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 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. In line
with these priorities, your company has also commissioned
a CNC router, which will significantly reduce the time
required for delivering NPDs while enhancing dimensional
accuracy and functional performance.

The active participation of workmen in diverse activities such
as sports Event, 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.

Faucetware 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, implementation of latest technologies 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 further launched 84 additional new products
in 3 ranges which has come to total launch of more than 450
new colour SKUs. We have developed strong capability to
supply the rising demand in less than 60 days.

Your company has completed expansion 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. To further strengthen effluent treatment, we
have added “Ozonater” treatment technology.

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 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 to expand its product portfolio,
catering to a diverse spectrum of consumers.

Senator

With the luxury segment gaining traction, your company
was successful in positioning Senator in the Luxury space
and now the brand has a complete offering of products,
which includes the Wellness Bathtubs, Electronic Toilets,
Designer Art Basins, Fine Fire Clay Basins, Thermostatic
High Performance Diverters, LED Showers and much more.
These additions are designed to elevate customer experience
and satisfaction.

CERA Luxe

Last year, we have introduced CERA Luxe—a portfolio of
high-end SKUs designed to elevate our product offering.
With elegant designs and premium aesthetics, CERA Luxe is
tailored for the modern consumer’s refined tastes.

CERA Luxe provides a complete premium series of
Sanitaryware (Water Closets, Basins) and Faucets; all
designed to match evolving consumer preferences.
Modern, refined, and perfectly coordinated for premium
bathroom spaces.

CERA

Cera continues to innovate with new product categories,
including Bathroom Vanity Cabinets and also added new
colours Coffee, Beige and Grey in the Lustre collection.
These additions aim to enhance the bathroom decor and
provide more choices to the customers.

Highest Share of voice in Media

Our brand visibility and presence have always been stronger,
and your company continues to invest in strategic marketing
initiatives to reinforce our leadership position.

CERA TV Campaign was live across PAN-INDIA on News
channels during the Lok Sabha and Delhi Elections, with
40 channels , more than 10,000 spots covering HSM and
regional markets.

One strategic initiative we have taken last year was to
associate with Bigg Boss OTT, a popular show with a strong
youth viewership. This collaboration enables us to create a
deeper connection with our target audience.

Your company additionally, continues to invest in Tamil
Nadu market by associating with Bigg Boss Tamil, on Star
Vijay hosted by the superstar Vijay Sethupathi. The objective
was to ensure consumer awareness and drive long-term
business growth.

Brand CERA in Digital Media

Your company have taken high traffic , high visibility airports
- Hyderabad , Goa , Delhi , Kolkatta , Indore and Mumbai
across the country to create visibility and top of mind recall.

Your company also participated in the biggest spiritual
gathering the Maha Kumbh Mela. With an influx of millions
of people from across India and beyond, your company
strategically executed a strong advertising campaign that
ensured high impact and visibility throughout the event.
This campaign has been a testament to the power of strategic
branding at cultural mega-events. Your company not only
gained significant brand recognition but also established a
deeper connect with our consumers.

Your company have also used trade magazines to promote
brand, these magazines are widely read by industry
professionals and potential customers. In addition
to traditional ads, your company have also leveraged
advertorials —editorial-style advertisements designed to
educate and inform readers about our products in a more
engaging and persuasive way.

Together, these efforts enhance brand awareness, establish
credibility, and drive interest in our products among the
right audience.

Your company have also effectively leveraged social media
by creating engaging, product-centric short reels featuring
our brand ambassador, Kiara Advani. These reels not
only highlight our products but also resonate with our
audience, generating significant consumer appreciation
and engagement.

Your company believe that true brand advocacy comes
from those who shape the industry-architects and interior
designers. That’s why your company have invested in
creating a wealth of short-format content, endorsed by
industry experts, to bring our brand and products closer to
the people who matter most.

Like past years, last year also your company launched the
digital contest with the name #CeramoodMatch, inviting
consumers to participate and showcase their creativity. The
response has been phenomenal, with engagement on our
page skyrocketing multifold.

The world is evolving, and so is the way customers engage
with brands. Convenience, accessibility, and seamless
experiences are at the heart of modern commerce.
Recognizing this, your company have taken a significant step
forward by launching e-commerce through our website.

With this platform, customers can now explore our wide
range of products, select what they need, and place orders
from anywhere, at any time, with just a few clicks. However,
what truly sets our e-commerce model apart is that it is
designed to benefit our channel partners. We are proud
to share that we have already onboarded 200 channel
partners on this journey and we are just getting started. With
this initiative, your company is confident that we will not
only expand our reach but also create alternate new revenue
opportunities for our channel partners.

Your company has launched Lead Management System.
The system gathers potential consumer leads from various
sources (website, social media, landing pages, events, etc.).
A call centre team qualifies and filters out unqualified leads.
Meaningful leads are passed on to your Channel partners
for conversion.

Your company have also invested for Channel Partners in
Hyperlocal Marketing which is a game changer in consumer
engagement. By investing in this initiative, your company is
driving more consumers to the channel partner showrooms
and enhancing their experience.

Trade expansion and development with
brand stores

Your company have aggressively expanded the retail
footprint to strengthen the distribution network across. A
complete transformation of CERA brand stores was carried
out to enhance the consumer experience, and your company
successfully launched 350 new stores in the last financial
year. 20 New Senator Showrooms were launched last year,
with plans to open 50 more in the upcoming financial
year. Additionally, for CERA Luxe, your company aims to
expand its presence with 50 new exclusive stores in the next
financial year.

Your company have significantly expanded the reach by
opening Company-Owned, Company-Managed CERA Style
Studios across all key markets in the country - Mohali,

Jaipur, Pune and Lucknow. With this addition the company
now own 13 experience centres across the country.

These state-of-the-art experience centres are designed to
showcase our entire premium product portfolio, especially
our smart toilets , powder room faucets and wellness range,
in a way that truly brings our innovations to life. Now, our
channel partners have the perfect place to direct their
customers, where they can explore and experience our
offerings firsthand.

Your company strongly believe that this initiative will
empower our partners to close leads more effectively and
drive higher conversions.

Your company have actively participated in key industry
events and exhibitions - IIID Natcon (Nashik), Architectural
Festival (Lucknow), The Hindu Home Expo (Kochi and
Thiruvananthapuram), CONWOO, (Siliguri), CREDAI
Exhibition (Vijayawada), MES-BAI (Coimbatore), BUILDTEC
2024 (Karnataka) and others, giving our brand strong
visibility and positioning. These platforms have helped us
reach the right audience and showcase our wide range of
products effectively.

This not only strengthens our market presence but also
drives consumer interest, creating more opportunities
for the brand. Your company remain committed to such
initiatives to ensure continued growth and success

Loyalty Program

The CERA Superstar Retailer program has seen strong
participation with 24,400 retailers enrolled, while the
CERA Star Plumber initiative successfully onboarded
52,556 plumbers.

After the successful launch of these programmes the CERA
Star Mason program is also gaining traction, with more than
4,500 masons already onboarded.

Awards

CERA won the most affiliated awards such as “Super Brand
2025” and Reader’s Digest Trusted Brand 2024.

Tiles Unit

In CERA tiles, your company have expanded the portfolio
and now we have more than 1,800 designs, covering a wide
range of categories and sizes: from 18x12 inches to 180x120
inches, all reflecting the latest trends in surface finishes.
Last year, we have introduced six different finishes in the
600x1200 mm category, and the response from the market
was overwhelming. Our 600x1200 porcelain tiles launched
last year saw remarkable acceptance, and sales of 1200x1800
slabs have doubled year-on-year. We’re set to introduce
even more innovative surfaces in 600x1200 GVT, including
Shrinker High Gloss, DG Matt, Shape Sheed Finish, and
Cool Roof Tiles. Also, our Construction Chemicals segment
has been doing quite well & growing at an impressive YOY
growth of 50%.

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.

Packaging Unit

CERA holds a 51% stake in its joint venture, Packcart
Packaging LLP, which manufactures corrugated boxes. The
unit has now reached full production capacity, delivering
products on a just-in-time basis, precisely tailored to the
Company's specifications.

Polymer Unit

The joint venture unit for polymer products, Race Polymer
Arts LLP—where CERA holds a 51% stake—has achieved
optimal production capacity during the year. The unit has
steadily increased capacity utilization, and high-quality seat
covers and cisterns are now consistently available.

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 114.46 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 price
lower than prevailing market price. 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

Significant efforts were undertaken to enhance energy
efficiency across operations.

> A key focus was the utilization of kiln waste heat
for drying greenware and moulds, contributing to
considerable energy savings.

> Standardization of gas pipelines and pressure
regulators enabled efficient operation at reduced gas
pressure levels.

> Overall plant efficiency was improved, resulting in
reduced energy consumption.

> Savings were achieved by introducing area-wise weekly
offs, replacing staggered weekly offs, which optimized
energy use during casting drying.

> The implementation of a closed heating system for
casting also helped reduce drying time and energy
usage significantly

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- II.

Environmental Social Governance (ESG)

Cera adopted a holistic approach to Environmental, Social,
and Governance (ESG) matters, placing great importance on
the trust placed in it by stakeholders including customers,
the communities it serves, and society at large and remains
dedicated to safeguarding and advancing their interests.

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.

> Achieved 30% reduction in hazardous solid waste
(ETP) generation per SKU in FY 2024-25 in Faucet
ware 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, Incident 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 FY25, its total installed non¬
conventional energy capacity stood at 10.325 MW, which
produced 114.46 lakh units. Maximum of its energy
needs are met through renewable energy.

> By successfully developing a fully functional rainwater¬
harvesting 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.

Corporate Social Responsibility and Social
dimension at Cera

Cera Sanitaryware Limited continues its commitment to
sustainable development for society through its Corporate
Social Responsibility (CSR) initiatives in Kadi (Gujarat),
Kolkata (West Bengal), and surrounding areas. 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 Mr. Vidush
Somany, our Company’s Executive Director had laid the
foundation of a comprehensive approach towards promoting
and facilitating various aspects of nearby communities.
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

During the financial year 2024-25, CERA spent
Rs. 469.29 Lakhs on various CSR initiatives in the areas
of Education, Healthcare, Rural & Urban Development,
Women Empowerment, Poverty Alleviation, and
Technological Innovation.

As part of its environment protection efforts, CERA initiated
a plantation drive of more than 12,000 trees, creating an
Oxygen Park—the first of its kind in Kadi—using the globally
recognized Miyawaki method. This dense green forest
contributes to enriching oxygen in the air and aims to provide
a cleaner and healthier environment for future generations.

In the healthcare sector, CERA launched Gujarat’s first
maternity tracking project using tablets in Mehsana district.
10 tablets were provided to health supervisors across 10
talukas to monitor pregnant women and malnourished
children. In addition, ECG machines, baby warmers, a
sonography machine, laparoscopy machine, C-arm machine,
CBC analyser, digital BP monitors, HbA1c kits, Hemodialysis
for Behala Balannanda Hospital, Echo Doppler machine,
and Panchkarma wellness equipment were donated to
rural health centers, Hospitals and Ayurvedic institutions.
Ventilator Servo-C and Ventilator Servo-U for Institute of
Neuro science, Kolkata.

A unique and impactful initiative was undertaken to support
underprivileged children with Type-1 Juvenile Diabetes,
wherein domestic refrigerators were provided to 20 children
to store insulin safely. This effort was widely appreciated by
Mr. Rushikesh Patel, Health Minister of Gujarat, during a
health program in Visnagar.

CERA also contributed to education and innovation,
supporting infrastructure development in Irana,
Budasan, and Adundara villages, including construction
of classrooms, labs, mid-day meal kitchens to Annamrita
Foundation, computer rooms, and water facilities. Solar
systems were installed at Gokul Residential Primary School,
and bedding kits were distributed to tribal hostel students.
In collaboration with Amrut Mahesana Startup & Innovation
Mission, CERA supported a “New Age Education Centre”
for promoting startups and entrepreneurship, which was
inaugurated in the presence of Mehsana District Collector
Mr. M. Nagarajan.

Under rural development, CERA developed a 11-km road
divider from Kadi to Chhatral to enhance road safety and
environmental awareness, which was praised by the former
Deputy Chief Minister of Gujarat. Wall paintings and

motivational slogans were created on the newly constructed
underbridge in Kadi to raise civic consciousness. To support
local governance, a Xerox-cum-printer was donated to the
Kadi Taluka Mamlatdar Office, benefiting 110 villages for
efficient delivery of public welfare schemes.

Recognizing the cultural diversity of migrant workers, CERA
constructed a Chhath Puja Ghat in Kadi, providing a dignified
space for cultural celebration and social integration.

CERA’s consistent efforts in community upliftment, health,
education, environmental sustainability, and administrative
support have once again earned appreciation from
government officials and local administration, reinforcing
its role as a responsible and people-centric organization.

Annual Report on Corporate Social Responsibility (CSR)
Activities as per Rule 8 of Companies (Corporate Social
Responsibility Policy) Rules, 2014 is annexed as a separate
Annexure- III.

Governance at Cera

The Company believes in the values of transparency,
professionalism and accountability. The best Corporate
Governance practices have 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. CERA always seeks to ensure that it attains
performance goals with integrity. Corporate Governance
has indeed been an integral part of the way CERA has
done business.

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

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/policy-and-
statutory-documents

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 Personnel 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-statutory-documents/related-party-
transaction

Directors

During the year under review, upon the recommendation of
Nomination and Remuneration Committee Mrs. Deepshikha
Khaitan has been re-appointed as Vice Chairman and Joint
Managing Director of the Company w.e.f. 1^st April, 2025 for
the term of 5 years. Her appointment was also approved by
the members of the Company through Postal ballot process
on 22^nd March, 2025.

The Board is comprising of three Executive Directors and
four Independent Directors namely, Mr. Surendra Singh
Baid, Ms. Akriti Jain, Mr. Ravi Bhamidipaty and Mr. Anandh
Sundar. Independent Directors are not liable to 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. Anupam Gupta Executive Director (Technical) is due
to retire at the ensuing Annual General Meeting and being
eligible, offers himself for reappointment. 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.

There was no change in the Key Managerial Personnel
during the year under review.

Number of Meetings of the Board

The Board of Directors, during the financial year 2024-25
duly met 6 times on 8^th April 2024, 13^th May 2024, 5^th August

2024, 12^th August 2024, 12^th November, 2024 and 11^th February

2025, 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-VI.

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, 2025 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.

Separate meeting of the Independent Directors was held on
28^th March, 2025. The Chairperson of meeting of Independent
Directors briefed the Board that the Independent Directors
have carried out the performance evaluation of the Board
as a whole, its committees, the Non-Independent Directors,
Chairman and flow of information between the management
and the Board. Pursuant to above, the Board expressed
the satisfaction on the functioning of the Committees and
performance of Individual Directors.

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-
VI to this Report.

Familiarisation Programme for

Independent Directors

The Independent Directors have been updated with their
roles, rights and responsibilities in the Company with
necessary documents, reports and internal policies to enable
them to familiarise with the Company’s procedures and
practices. The Company endeavours, through presentations
at regular intervals, to familiarise the Independent Directors
with the strategy, operations and functioning of the Company
and also with changes in the regulatory environment having
a significant impact on the operations of the Company and
issues faced by the ceramic industry. The Independent
Directors also meet with senior management team of the
Company in formal/informal gatherings. 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/policy-and-statutory-
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
https://www.cera-india.com/policy-and-statutory-
documents

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 IV.

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
based on recommendation of Nomination and Remuneration
Committee, the Board of Directors of the Company at its
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. The aforesaid ESOS
2024 was also approved by the Members of the Company
through postal ballot process on 16^th May, 2024.

The ‘CERA Sanitaryware Employees Welfare Trust’ (Trust)
was set-up and bring into existence in due compliance with
the Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021
("SEBI SBEB Regulations”) and provisions of the Applicable
Laws including the Indian Trusts Act, 1882, with a view to
administer Scheme through the Trust. This trust is managed

by Qapita Equitytech Ltd (Formerly Known as KP Corporate
Solutions Ltd.) as an Independent Trustee.

During the year under review the Trust has purchased
3739 Equity shares of the Company from open Market. The
Nomination and remuneration Committee of the Company
have granted 14,950 Options to 24 eligible employees of the
Company on 4^th June, 2024 in accordance with Scheme.

Disclosure required under regulation 14 of the SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations,
2021 and Section 62(1)(b) of the Companies Act 2013, read with
Rule 12(9) of the Companies (Share Capital and Debentures)
Rules, 2014 are set out in Annexure V to this report. The
details are also available on the website of the Company at
the weblink: https://www.cera-india.com/esos-disclosures

Necessary certificate as required to be given by secretarial
auditors of the company that the scheme has been
implemented in accordance with regulations of SEBI (Share
Based Employee Benefits And Sweat Equity) Regulations,
2021 and in accordance with the resolution will be made
available to shareholders at ensuing general meeting at link
https://www.cera-india.com/esos-disclosures

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-
VI 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-VII.

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, 2025 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 Policy

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 Company has in place
the Risk Management Policy to ensure effective responses
to strategic, operational, financial and compliance risks
faced by the Organisation. 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 Board
of Directors/Audit Committee/ Risk management Committee
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 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, 2025 was
Rs. 644.88 Lakhs divided into 1,28,97,541 Equity Shares of
Rs. 5/- each fully paid. During the year under review the
Company has brought back 1,08,333 equity shares under
Buyback Offer from the eligible shareholders. No shares
with differential voting rights, were issued by the Company
during the year under review.

During the year the Company has transferred 4460 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. K.G. Goyal & Co.,
as Cost Auditors has carried out the cost audit for applicable
businesses during the year under review. The Company has
appointed K.G. Goyal & Co., as Cost Auditors for conducting
cost audit for the year 2025-26. As required by the
Companies Act, 2013, 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 2024-25. The Secretarial Audit Report
for the year 2024-25 given by Parikh Dave & Associates,
Company Secretaries in practice is attached as a separate
Annexure VIII. The Secretarial Audit Report do not contain
any qualification, reservation or adverse remark.

Further, in terms of amendment in Regulation 24A of SEBI
Listing Regulations, the Company is required to appoint
a Secretarial Auditor for period of 5 (five) years with the
approval of its shareholders. The Board of Directors on the
recommendation of the Audit Committee, appointed M/s.
Parikh Dave & Associates as the Secretarial Auditor of the
Company for period of five financial years from FY 2025-26
to FY2029-30 and recommended their appointment
to shareholders by placing resolution in the notice of
ensuing AGM.

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. Qualified
Full time Factory medical officer has been appointed. 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.
In FY 2024-25 two sessions has been arranged for Internal
Complaint committee members for deeper understanding
on POSH Act and practical aspects of Act. One in month of
December 2024 and one in Month of March 2025.

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, 2025 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 2024-25.

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-VI.

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.

For and on behalf of the Board of Directors,
For Cera Sanitaryware Limited

Vikram Somany

Ahmedabad Chairman and Managing Director

9^th May, 2025 (DIN:00048827)