Market

Director's Report

You can view full text of the latest Director's Report for the company.

DIRECTORS' REPORT

Cera Sanitaryware Ltd.

GO
Market Cap. ( ₹ in Cr. ) 7876.53 P/BV 5.35 Book Value ( ₹ ) 1,141.57
52 Week High/Low ( ₹ ) 7100/4461 FV/ML 5/1 P/E(X) 38.58
Book Closure 07/07/2026 EPS ( ₹ ) 158.31 Div Yield (%) 1.23
Year End :2026-03 

The Directors have pleasure of presenting the 28th Annual Report together with the Audited Financial Statements of your
Company for the year ended 31st March, 2026.

Performance

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

Standalone

Year ended
31st March, 2026

Year ended
31st March, 2025

Revenue from Operations

2,05,011.98

1,91,525.12

Earnings before Interest, Taxes, Depreciation & Amortisation and Exceptional

32,204.46

35,322.73

Item (EBITDA)

Interest

646.78

711.57

Depreciation

3,865.75

3,851.49

Profit before taxes and Exceptional Item

27,691.93

30,759.67

Exceptional Item

(780.68)

(150.43)

Profit before tax

26,911.25

30,609.24

Tax Expense:

- Current Tax

6,054.27

6,721.97

- Deferred Tax

438.42

(761.16)

Net Profit for the year

20,418.56

24,648.43

Highlights / Performance of the Company

Revenue from Operations of the Company for the year
increased by 7% (Rs.2,05,011.98 Lakhs in FY 2025-26 as
compared to Rs.1,91,525.12 Lakhs in FY 2024-25).

EBITDA for the year decreased by 9% (Rs.32,204.46 Lakhs in
FY 2025-26 as compared to Rs.35,322.73 Lakhs in FY 2024-25).

Profit after Tax for the year decreased by 17% (Rs.20,418.56
Lakhs in FY 2025-26 as compared to Rs.24,648.43 Lakhs in
FY 2024-25).

Exceptional Item

The Government of India has consolidated 29 existing
labour legislations into a unified framework comprising four
Labour Codes collectively referred to as the ‘New Labour
Codes’, which became effective from 21st November 2025.
However, the new rules are yet to be notified even as on date.

Based on FAQ’s and clarifications issued by the Ministry of
Labour, deliberations at various forums and also professional
advice obtained based on detailed examination of final
wage structure and the various provisions of the above new
Labour Codes, the Company, based on Actuarial Valuation,
has determined that the incremental estimated liabilities as
on March 31, 2026 on account of past service cost in relation
to Gratuity and Leave liability amounted to Rs.780.68 Lakhs
which has been disclosed under “Exceptional items”.

The Company continues to monitor the finalisation of
Central / State Rules and further clarifications from the
Government on other aspects of the Labour Codes and will
account for any additional impact, if required, based on
such developments.

Dividend

The Board of Directors of your Company, after considering
the Company’s performance and keeping in view the
Dividend Distribution Policy, recommended a dividend
of Rs.75/- per share (1500%) on 1,28,97,541 Equity Shares
of Rs. 5/- each fully paid for the Financial Year 2025-26.
[Previous year Dividend of Rs. 65/- per share (1300%)], 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 2017-18 were transferred to the
Investor Education and Protection Fund.

Transfer to Reserves

The Company has transferred a sum of Rs. 6,265.02 Lakhs
to General Reserve in the current year (previous year
Rs. 6,113.35 Lakhs).

Sanitaryware Unit

Your Company has strategically aligned its production
capabilities with evolving market demand, ensuring optimal
utilization of all available resources. This proactive approach
has enabled the organization to maintain operational
efficiency while remaining responsive to customer
requirements and industry dynamics.

A strong culture of collaboration between workers and staff
has been instrumental in successfully implementing new
initiatives across key operational areas, including safety,
quality, delivery, and cost optimization. This collective effort
has not only strengthened internal processes but has also
resulted in measurable improvements in product yield and
consistency. Furthermore, it has enhanced the Company’s
ability to meet delivery commitments in a timely and reliable
manner, thereby reinforcing customer trust and satisfaction.

In line with its long-term growth strategy, the Company
has acquired a substantial portion of land for its greenfield
expansion project focused on the sanitaryware segment.
This expansion underscores the Company’s commitment
to scaling operations, adopting advanced manufacturing
capabilities, and capturing emerging market opportunities.

Your Company remains committed to driving innovation
through continuous product development and design
excellence. Leveraging the expertise of its dedicated
New Product Development (NPD) team, the Company
has introduced distinctive offerings such as the one-
piece symphonic EWC, premium rimless wall-hung
EWC, innovative colour variants, and the Lustre series.
To strengthen innovation capabilities, the Company has
institutionalized robust knowledge-sharing platforms,
structured review mechanisms, process controls, and
standardized operating procedures, ensuring consistency,
repeatability, and reproducibility across new product
introductions. Further enhancing its development
infrastructure, the Company has commissioned a state-of-
the-art CNC router that is expected to significantly accelerate
product development cycles, improve dimensional precision,
and enhance overall product performance and quality.

CERA has adopted robotic glazing technology which gives us
more controlled and uniform glaze coating on the sanitary
ware as compared to manual glazing. This type of uniform
glaze coating provides better aesthetic look of final products.
Robotic glazing reduces dependence on manual labour.

CERA was the first sanitaryware industry in India to
introduce 3D printers. This has considerably reduced the
duration for conversion of concept into launch for new
designs. The major advantages of 3D printers include
improved product aesthetics, good symmetry in product
etc. Simulation with XRF Machine, an advanced testing for
accurate raw material composition, ensures strict quality
control at incoming stage, Strengthens overall process
reliability and consistency with minimum variation.

The Company continues to adhere to best-in-class
manufacturing practices, fostering a culture of continuous
Improvement across all levels of the organization. Through
systematic initiatives such as waste elimination, incremental
improvements driven by Kaizen principles, and dedicated
projects focused on cost efficiency and sustainability,
the Company has achieved significant gains in resource
utilization. These efforts have not only optimized operational
performance but have also contributed to building a
more resilient, efficient, and environmentally responsible
manufacturing ecosystem.

Your Company’s commitment is supported by a disciplined
approach to production planning, quality assurance, and
resource optimization. By aligning operational processes
with demand dynamics and focusing on efficient utilization of
manpower, materials, and technology, the Company ensures
minimal wastage and maximum output effectiveness. This
not only enables the organization to maintain competitive
standards in quality and delivery but also reinforces its
reputation for reliability and customer satisfaction. Through
continuous focus on operational excellence, the Company
strives to create sustainable value for all stakeholders while
maintaining efficiency across its value chain.

Faucetware Unit

Your Company has continued its growth trajectory for
yet another year, achieving higher levels of production
and sales volume and thereby reaching new milestones of
performance. The Company’s strong culture of continuous
improvement remains a key driver of this progress and will
be further strengthened through ongoing debottlenecking
initiatives, adoption of advanced technologies, and increased
automation of 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 143 additional new
products and 128 new SKUs in various color finish products
which has come to total launch of more than 500 colour
SKUs. We have also installed and commissioned world class
PVD color facility at the plant location which have further
strengthened our capability to provide higher quality and to
also innovative in colors with the inhouse capability, we can
supply the raising demand in less than 15 Days, which has
stood best among the class.

Your company has further completed expansion to operate
at the total capacity of 5.2 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 New Electro Plating Line
with the capability of coating copper as well, which will
further enhance the capability to provide the best finish
quality. Your company is committed to focus on customer
expectations while maximizing operational excellence.

Your company has received prestigious international NABL
certification on its plant quality lab. This will further enhance
our capability to check and provide best international quality

Your Company is firmly committed to the conservation of
natural resources and continues to prioritize sustainability
across its operations. In line with this commitment, the
Company is placing increased emphasis on the development
and promotion of water-saving products, recognizing their
critical role in environmental sustainability and ecosystem
preservation. Notably, majority of the current product
portfolio can be offered as water-efficient solutions,
reinforcing the Company’s contribution toward responsible
water usage and a greener future.

Bathware Unit

The Company’s product portfolio has been significantly
strengthened across its core categories -Sanitaryware,
Faucets, Tiles, and Wellness and is now more comprehensive
than ever. This has been further augmented through
expanded offerings in vanities, kitchen sinks, shower
enclosures, mirrors, and a wide range of bathroom
accessories, enabling the Company to deliver holistic
bathroom solutions to its customers.

Senator

Amid strong momentum in the luxury segment, the Company
has successfully positioned Senator as a benchmark for
luxury in the Indian bathroom solutions space. The brand
now offers a comprehensive premium portfolio spanning
wellness bathtubs, electronic toilets, designer art basins, fine
fire clay basins, thermostatic high-performance diverters,
and LED showers, among other advanced offerings.

CERA Luxe

During the current year, the Company continued its focus
on CERA Luxe, comprehensive premium range, spanning
electronic toilets, designer sanitaryware, and wellness
products, along with coordinated showers and thermostatic
diverters, delivering a holistic and integrated bathroom
solution. All thoughtfully designed to create modern,
cohesive, and premium bathroom spaces, aligned with
evolving consumer aspirations.

CERA

Cera continues to innovate with new products in
Sanitaryware and Faucets categories. These additions aim to
enhance the bathroom decor and provide more choices to
the customers.

With a clear vision to deliver complete bathroom solutions
across all segments from mass market to luxury the Company
remains well-positioned for sustained growth, supported by
its marketing activities and expanded retail presence.

Dominant Media Presence Driving Category
Leadership

The Company continued to strengthen its share of voice in
media through sustained investments in integrated, high-
impact marketing initiatives, reinforcing its leadership
position in the category.

During the year, the CERA television campaign was executed
on a pan-India scale across leading national and regional
news channels, including Aaj Tak, Republic TV, Times Now,
India TV, CNN-News18, Asianet, TV9, and ABP Ananda. The
campaign delivered extensive reach and frequency, with
over 10,000 ad spots across Hindi-speaking markets and key
regional markets, significantly enhancing brand visibility.

The Company further strengthened its presence through
strategic associations with high-impact television properties,
including Bigg Boss Malayalam, hosted by Mohanlal, and
Bigg Boss Telugu, hosted by Akkineni Nagarjuna. These
partnerships enabled deeper audience engagement,
strengthened emotional connect, and enhanced overall
brand affinity.

In the digital entertainment space, the Company expanded
its footprint through OTT integrations, co-presenting series
such as Salakaar and Trial 2 on JioHotstar. This enabled the
brand to effectively connect with metro and Tier 1 audiences,
further amplifying its digital reach and relevance.

The Company also leveraged premium outdoor advertising,
at selected high-footfall airports namely Delhi, Bengaluru,
and Ahmedabad, to drive high-impact visibility among
affluent and discerning consumers, thereby strengthening
top-of-mind recall.

In print and editorial media, the Company partnered with
leading lifestyle, architecture, and trade publications such
as Architectural Digest, Indian Architect & Interiors India,
Good Homes India, India Today Homes, and LivingETC,
ensuring strong visibility among industry professionals and
design-conscious consumers.

Collectively, these initiatives have significantly enhanced
brand awareness, reinforced credibility, and driven consumer
interest in the Company’s diverse product portfolio.

Digital-First Strategy Driving Brand

The Company continues to strengthen its digital presence
through high-impact, product-led content that delivers
visually compelling storytelling, aligned with evolving
audience preferences across social platforms. This has
resulted in strong consumer traction, improved engagement
metrics, and enhanced brand recall.

Recognizing the growing influence of the design ecosystem,
the Company has deepened its engagement with architects
and interior designers as key opinion leaders. Through

curated content, featuring industry experts, design
inspirations, and application-led product storytelling, the
Company has strengthened brand credibility within the
professional community while influencing end-consumer
choices. This was further reinforced through Senator’s
participation at FOAID, one of India’s most prominent
platforms for architecture and interior design, where
architect influencers amplified brand presence across
social media, significantly extending its reach within the
design fraternity.

Building on its legacy of interactive campaigns, the
Company drove strong consumer participation through
#VibeWithCera, a digital engagement initiative leveraging
user-generated content and social amplification, resulting
in a significant surge in organic reach, engagement, and
brand affinity.

The Company has also accelerated its digital commerce
journey, offering customers a seamless browsing and
purchase experience through its website. Designed to be
partner-inclusive, the platform fosters a collaborative
digital ecosystem that unlocks new revenue streams for the
partner network.

Further strengthening its digital infrastructure, the
Company has implemented an advanced Lead Management
System that consolidates leads from multiple touchpoints—
including websites, social media, landing pages, and on¬
ground activations. These leads are qualified through a
centralized call centre and routed to relevant channel
partners, thereby improving conversion efficiency and
optimizing sales outcomes.

Expanding Trade Presence through Brand
Store Network

The Company continued its strategic focus on expanding
its retail footprint to strengthen its distribution network
across the country. During the year under review, a
comprehensive transformation of CERA brand stores was
undertaken to enhance the overall consumer experience.
The Company successfully launched 414 new stores during
the financial year.

The Company also accelerated the growth of its premium
retail brand, CERA Luxe, with the launch of over 200
exclusive showrooms across key cities during the year.
Building on this momentum, the Company plans to expand
its presence in this segment with the addition of 75 new
exclusive stores in the next financial year. In addition, 21 new
Senator showrooms were introduced, with plans to further
expand this network by adding 35 more showrooms in the
ensuing financial year.

Further strengthening its Company-owned Experience
Centres, the Company opened a CERA Style Studio in Jaipur
and undertook the renovation of its existing studios in Kochi
and Hyderabad. With these developments, the total number
of Company-owned experience centres has increased to 13
across the country.

These state-of-the-art experience centres are designed to
showcase the Company’s comprehensive premium product
portfolio, including smart toilets, powder room faucets,
and wellness solutions, in an immersive and experiential
environment. They also serve as a key enabler for channel
partners, providing customers with an opportunity to
engage with and experience the products firsthand.

Immersive Product Showcases through
Exhibitions & Activations

The Company actively participated in key industry events
and exhibitions during the year, including FOAID Exhibition
(Delhi) & The Good Homes Realty Awards, reinforcing
Senator’s association with premium living.

The Hindu Home Expo (Kochi and Thiruvananthapuram),
Archex - The Architectural Expo 2025-26 (Chandigarh),
CREDAI Expo (Thiruvananthapuram), ABID Interiors
(Kolkata), IIID-LAF Samagam (Lucknow) and 17th Griha
Summit (New Delhi), among others. These platforms
provided strong brand visibility and reinforced the
Company’s market positioning.

Participation in such exhibitions enabled the Company
to effectively showcase its diverse product portfolio to
a targeted audience comprising architects, developers,
channel partners, and end consumers.

The Company’s Van Yatra initiative, spanning 100 rural
cities, continues to play a pivotal role in expanding market
reach and penetration across rural and underserved markets,
strengthening the Company’s last-mile connectivity and
brand presence.

These initiatives have contributed to strengthening
the Company’s market presence, enhancing consumer
engagement, and generating new business opportunities.
The Company remains committed to leveraging such
platforms to drive sustained growth and brand leadership.

Driving Growth with High-Impact Loyalty
Programmes

The Company’s loyalty initiatives continued to witness
strong engagement across key stakeholder groups. The
CERA Superstar Retailer Programme recorded participation
from over 29,000 retailers, representing approximately
19% GOLY in the overall member base, with t1,680 Cr.
secondary sales under the programme and t52 Cr.
rewards redemption.

The CERA Star Plumber Programme also demonstrated
significant scale, with over 23,000 plumbers onboarded
during the year, taking the total registered base to 73,000
plumbers. The programme issued 4.4 Cr. stars and achieved
a robust 70% redemption rate.

Building on the success of these initiatives, the CERA Star
Mason Programme has gained steady traction, with over
11,000 masons onboarded and a 74% redemption rate.

These programmes continue to strengthen stakeholder
engagement, drive loyalty, and contribute meaningfully to
the Company’s overall growth strategy.

Tiles

The Company has significantly expanded its CERA Tiles
portfolio, which now comprises over 1,800 designs,
spanning a wide range of categories and sizes from 300 x
450 mm to 800 x 3000 mm reflecting the latest trends in
surface finishes.

During the year, the Company introduced six new finishes in
the 600 x 1200 mm category, which received a strong market
response. The 600 x 1200 porcelain tiles launched last year
witnessed robust acceptance, while sales of 1200 x 1800
slabs recorded a significant year-on-year growth.

Building on this momentum, the Company plans to introduce
innovative surfaces in 600 x 1200 GVT, including the Texture
Series, Velvet Series, High Gloss, and DG Matt Finish, further
strengthening its design-led offerings.

The Construction Chemicals segment also delivered a strong
performance, contributing meaningfully to the Company’s
overall growth trajectory.

Divestment of Subsidiaries

During the financial year ended 31st March 2026, the
Company divested its entire investment in its subsidiary
LLPs, namely Packcart Packaging LLP (“Packcart”) and
Race Polymer Arts LLP (“Race”), by transferring its 51%
partnership interest on 29th September 2025. Consequent
to the aforesaid divestment, both Packcart and Race ceased
to be subsidiaries of the Company with effect from the
said date and accordingly, the Company does not hold any
investment in these entities as at the reporting date. The
aggregate consideration received on divestment amounted
to Rs. 1,874.62 Lakhs. The excess of consideration over
the carrying value of the Company’s capital contribution
(including current capital balance and fixed capital balance)
as on the date of divestment, amounting to Rs.553.50 Lakhs,
has been recognised as profit on divestment and disclosed
under Other Income in the Statement of Profit and Loss
for the year ended 31st March 2026. Post divestment of its
investment in the two LLPs, there were no other subsidiaries
or Associates of the Company. Hence the Company is not
required to prepare its consolidated financial results for the
year ended 31st March 2026 and thereafter in accordance
with the requirements of Ind AS 110 - Consolidated Financial
Statements and SEBI (LODR) Regulations 2015 (as amended).

As on the close of the financial year, the Company does
not have any subsidiary or material subsidiary. However,
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/policy-
for-determining-materialsubsidiary

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. 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. During the period, gas availability has been
constrained and prices rose sharply, creating a challenging
operating environment for the company. These conditions
could have significantly impacted production efficiency and
cost structures. However, owing to the company’s strategic
arrangement with GAIL, it was able to manage supply
disruptions effectively by optimizing its production planning
and aligning output with available resources.

Energy Conservation Project in the Existing System

Significant initiatives were undertaken to improve energy
efficiency across operations. A major focus area was the
effective utilization of kiln waste heat for drying greenware
and moulds, resulting in substantial energy savings.
Additionally, the standardization of gas pipelines and
pressure regulators enabled efficient operations at lower gas
pressure levels.

Overall plant efficiency witnessed notable improvement,
leading to a reduction in energy consumption. Further
savings were realized by implementing area-wise weekly
offs in place of staggered schedules, thereby optimizing
energy usage during casting and drying processes.
Moreover, the introduction of a closed heating system for
casting significantly reduced both drying time and overall
energy consumption.

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.

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

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

? 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

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

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

? 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.

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.

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

? Improved plant efficiency impacted lower waste
generation in SW division

? 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 FY26, its total installed non¬
conventional energy capacity stood at 10.325 MW, which
produced 117.91 lakh units. Maximum of its energy needs
are met through renewable energy.

? Under the ‘Waste Minimization and Waste Utilization’
initiative, the Company has undertaken a range
of measures to promote sustainable operations.
These include recycling of solid and liquid waste,

implementation of Zero Liquid Discharge (ZLD)
systems, deployment of high energy-efficient rated
machinery, strict adherence to pollution control norms,
and continuous awareness programs for employees.

? A significant portion of the waste generated from
operations is effectively recycled, while the remaining
waste is disposed of in a safe and environmentally
responsible manner. In addition, the Company has
installed Effluent Treatment Plants at both of its
facilities to ensure proper treatment and management
of wastewater.

? By successfully implementing a fully functional rainwater
harvesting system, Cera has significantly reduced its
dependence on groundwater resources. Additionally,
by recycling water used in the manufacturing process,
the Company has lowered the overall water intensity of
its operations.

? Furthermore, Cera Faucetware has upgraded
its Zero Liquid Discharge (ZLD) plant to comply
with stricter government regulations and higher
environmental standards.

Corporate Social Responsibility and Social
dimension at Cera

Cera continues to strengthen its Corporate Social
Responsibility (CSR) initiatives with a steadfast commitment
to sustainable and inclusive development. CERA actively
undertakes a wide range of social initiatives in and around
Kadi (Gujarat), Kolkata (West Bengal), and nearby regions,
reaffirming its dedication towards community welfare.

The Company consistently emphasizes growth with
social responsibility and strongly believes in the holistic
empowerment of not only its employees but also the
communities it serves. CERA believes that true progress is
achieved when privileges are balanced with responsibilities
towards society. In this direction, Late Shri Vidush Somany,
Executive Director of the Company, laid a visionary
foundation for community development through a
comprehensive and forward-looking approach. The Board
of Directors has approved the CSR Policy, which is available
on the Company’s website:

https://www.cera-india.com/policy-and-statutory-

documents/corporate-social-responsibility-policy

During the financial year 2025-26, CERA spent Rs. 517.39
Lakhs on various CSR initiatives in the areas of Healthcare &
Poverty, Promoting Education, National Heritage, Promoting
Sports, Rural Development, Women Empowerment,
Environment Awareness.

Healthcare & Poverty:

Microelectrode Recording (MER) Machine provided to
Institute of Neurosciences, Kolkata. The MER system
is a critical technology used in advanced neurosurgical

procedures, especially in Deep Brain Stimulation (DBS) for
movement disorders such as Parkinson’s disease.

Eidon Fundus Camera & Zeiss Visulas Green Laser System
provided to Susrut Eye Foundation & Research Centre. The
Eidon Fundus Camera enabled high-resolution imaging
for accurate diagnosis and documentation, and the Zeiss
Visulas Green Laser played a critical role in timely and
effective treatment. The primary objective of this initiative
is early detection, monitoring, and effective treatment of
diabetic retinopathy, thereby preventing avoidable vision
loss among patients.

In addition, in line with the Government of India’s guidelines,
mid-day meals have been provided to underprivileged
students studying in schools under the Kolkata Municipal
Corporation through Annamrita Foundation. This initiative
has improved nutritional levels among children, while also
enhancing school attendance and academic performance.

At Bhagyoday Hospital, advanced laboratory and diagnostic
equipment, including biochemistry, hematology, and
hormone analyzers, along with coagulation and electrolyte
testing systems, have been provided. These facilities
have enabled accurate and timely diagnostics at a single
location, ensuring prompt treatment, reducing dependency
on external laboratories, lowering treatment costs, and
strengthening access to quality healthcare for rural and
economically weaker communities.

Ayurvedic treatment facilities such as Shirodhara &
Therapy equipment, steam and have been provided at the
Government Ayurvedic Hospital, enhancing the delivery of
traditional healthcare services.

Aligned with the Government of India’s vision to eliminate
Tuberculosis (TB), CERA has extended its support nutritional
assistance to TB patients. This initiative has strengthened
patients’ immunity, improved treatment adherence, and
accelerated recovery.

Supporting the objectives of Rashtriya Bal Swasthya
Karyakram (RBSK), CERA has provided refrigeration units to
children suffering from Type-1 Diabetes for the safe storage
of insulin. This has ensured maintenance of insulin at the
required temperature, improving treatment adherence
and continuity of care, and contributing to better health
outcomes among children.

Education:

CERA has undertaken focused initiatives to strengthen
educational infrastructure in rural areas as Budasan,
Karan Nagar, Bhoyani, and Digadi. The development of
smart classrooms by providing LED TVs projectors. Science
Laboratory equipment, water coolers with RO, Sports
equipment and sanitation facilities, has created a more
conducive and student-friendly learning environment.

Skill Development:

Computer and tuition classes have been organized for
children from economically weaker sections. As a result of

this initiative, beneficiaries are progressing towards self¬
reliance with increased confidence. Today, based on their
computer training, they are able to stand on their own feet,
support their families, and contribute positively to society.

National Heritage:

CERA supported heritage development initiatives at
Vadnagar, a town of significant historical importance, thereby
contributing to the preservation, promotion, and enrichment
of India’s rich cultural and archaeological heritage. This
initiative has not only helped in safeguarding heritage assets
but has also enhanced local cultural pride and created new
opportunities for holistic community development.

Women Empowerment:

To promote self-reliance among women, CERA implemented
beauty parlour and stitching training programs. These
initiatives enabled women to acquire income-generating
skills, and many women are now financially independent
and actively supporting their families.

These efforts have significantly improved confidence,
dignity, and social participation among women.

Promoting Sports:

High-mast lighting at a cricket ground in Mehsana has enabled
safe night tournaments, encouraging youth participation
and promoting health and community engagement.

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 is firmly committed to the principles of
transparency, professionalism, and accountability, and has
consistently upheld strong corporate governance practices
since its inception. It believes that robust governance
is directly linked to enhancing stakeholder value and
acknowledges the Board’s responsibility and the impact of its
decisions on customers, dealers, employees, shareholders,
and all associated individuals.

Guided by its policies on ethics, anti-bribery, and anti¬
corruption, the Company fosters a culture of integrity
among its employees. It has also established a whistleblower
mechanism that enables employees, vendors, and customers
to report any suspected or confirmed instances of fraud
or misconduct. CERA remains dedicated to achieving its
performance objectives with honesty and integrity, making
corporate governance a core aspect of its operations.
Looking ahead, the Company aims to further strengthening

its focus on environmental, social, and governance (ESG)
initiatives to build a sustainable future for all stakeholders.

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 Mr. Ravi
Bhamidipaty has been re-appointed as an Independent
Director of the Company for second term of 3 (Three)
consecutive years upto 3rd August 2028. His re-appointment
was also approved by the members of the Company through
Postal ballot process on 11th September, 2025.

The Board is comprising of three Executive Directors and
four Independent Directors namely, Mr. Surendra Singh
Baid, Mr. Ravi Bhamidipaty, Ms. Akriti Jain, 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.

Mrs. Deepshikha Khaitan Vice Chairman & Joint Managing
Director is due to retire at the ensuing Annual General

Meeting and being eligible, offers herself 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 2025-26
duly met 5 times on 9th May 2025, 6th August 2025, 2nd
September 2025, 11th November 2025 and 4th February 2026,
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 31st
March, 2026 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
28th March 2026. 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, 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.

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.

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

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 should have relevant skills,
qualifications, experience, and expertise in one or more
areas such as finance, law, management, marketing,
administration, corporate governance, operations, or
other fields connected to the Company’s business.

? Positive attributes of Independent Directors.

An Independent Director should be a person of integrity,
possessing the necessary knowledge, qualifications,

experience, and expertise in relevant areas of business,
along with an appropriate level of independence from
the Board and the Company. Independent Directors are
appointed based on the Company’s requirements, as
well as their qualifications, experience and expertise.
They are also expected to dedicate sufficient time to
their professional responsibilities to enable informed
and balanced decision-making, and to support the
Company in adopting and maintaining best practices in
corporate governance.

? 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.

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 Company has introduced and implemented ‘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 ‘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.

The Nomination and Remuneration Committee of the
Company have granted 14950 Options to 24 eligible
employees of the Company on 5th June, 2024 in accordance
with Scheme. Out of above, 1496 Employee stock options
have completed time-based vesting period of 1 (one) year as
per Vesting schedule of the Scheme on 5th June, 2025.

During the year, out of 1496 vested Options, 1406 options
were exercised by the eligible Employees under ‘Cera
Sanitaryware - Employee Stock Option Scheme 2024’.

Disclosure required under regulation 14 of the SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations,
2021 and Section 62(1)(b) ofthe 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 31st March, 2026 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 nature of its business and size and complexity of its

operations and are adequate and operating effectively with
no material weakness. This also identifies opportunities
for any improvement and ensures that good practices are
imbibed in the processes that develop and strengthen the
internal financial control system and enhances the reliability
of the Company’s financial statements.

The scope and functions of Internal Auditor are defined and
reviewed by the Audit committee on quarterly basis. The
Internal Auditor assesses opportunities for improvement
of business processes, systems and controls, to provide
recommendations, which can add value to the organization.

Based on the framework of Internal Financial Controls and
Compliance Systems established and maintained by the
Company, work performed by the Internal, Statutory and
Secretarial Auditors and external consultants and the reviews
performed by management and the Audit Committee, the
Board is of the opinion that during the financial year ended
31st March, 2026 had sound Internal Financial Controls.

Share Capital

The paid up Equity Share Capital as on 31st March, 2026
was Rs. 644.88 Lakhs divided into 1,28,97,541 Equity Shares
of Rs. 5/- each fully paid. There has been no increase/
decrease in the Authorised and Paid-up Share Capital of
your Company during the year under review. No shares with
differential voting rights were issued by the Company during
the year under review.

During the year the Company has transferred 4045 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 24th AGM till the conclusion
ofthe 29th 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. The Audit Committee annually
reviews and monitors the performance, independence of
the Statutory Auditors and effectiveness of the audit process.

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 2026-27. 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 and as per Regulation 24A
of SEBI Listing Regulations, the Company has appointed
Parikh Dave & Associates, Practicing Company Secretaries, a
peer reviewed firm as a Secretarial Auditors of the Company
for period of five financial years from FY 2025-26 to
FY2029-30. Accordingly, the Secretarial Audit Report for the
year 2025-26 issued by Parikh Dave & Associates, is attached
as a separate Annexure VIII. The 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 its properties
including Plant and Machinery, Building and Stocks.

Human Resource

CERA’s Human Resource philosophy is built on the
foundation of “People First, Performance Always.” The
Company believes that sustainable business growth can only
be achieved through a culture of trust, fairness, capability
building, ethical governance, and deep employee wellbeing.

The organisation continues to strengthen its HR systems
in alignment with the true spirit of the latest Labour and
Wage Code reforms by ensuring progressive, transparent

wage structures that optimize long-term social security
coverage, absolute statutory compliance, workplace safety,
and equitable employment practices across all levels of our
workforce. CERA actively promotes a high-performance,
values-driven, and inclusive work culture anchored entirely
upon our reframed core values: Customer Centricity, Ethics,
Respect, Trust & Collaboration, and Accountability (CERA).

The Company’s Human resource goal is to build a future-
ready, agile, and values-driven workforce capable
of supporting CERA’s long-term business vision of
leading sustainable bathroom solutions, premium brand
positioning, manufacturing excellence, and mass-to-luxury
market growth.

? Statutory Compliance

Cera adherence to all applicable statutory requirements,
including Contract Labour Act, Factories Act, Employees’
State Insurance Act (ESIC), Provident Fund Act, Labour
Welfare Fund (LWF), Other applicable labour laws.
This proactive compliance approach enables, Smooth
statutory inspections and audits, positive observations
with minimal remarks.

? POSH Compliance, Training & Awareness

The Company has in place a Policy against Sexual
Harassment at Workplace in accordance with the
provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013. The Policy is also placed on the website of the
Company. An Internal Complaints Committee (ICC) has
been duly constituted as per statutory requirements,
with external and internal members, to address
complaints, if any.

Ý POSH awareness and sensitization programs were
conducted for employees across categories.

Ý POSH-related training covers, CERA On roll Staff,
Apprentice employees,

Ý POSH training was conducted as part of broader
initiatives to promote a safe, respectful and inclusive
workplace environment.

Ý Complaints Status:

Number of complaints received during the year: Nil
Number of complaints disposed of: Nil
Number of complaints pending as on 31st March
2026: Nil

The Company remains committed to zero
tolerance towards sexual harassment and ensures
confidentiality, fairness and timely redressal in line with
statutory provisions.

The Company is in compliance with the provisions
relating to the Maternity Benefit Act 1961.

Skill Development and Training

The Company places strong emphasis on continuous
learning, capability building and compliance driven training
across all categories of workforce including apprentices, on
roll staff, on roll workers, contract workers and associates.

During the year under review, the Company conducted
structured training programmes covering areas such
as Core Values, Health & Safety, Skill Upgradation, Data
Security, POSH, Leadership, Communication, Mental Health
and Water Conservation.

Key Focus Areas

? Health & Safety Training

Continued emphasis on workplace safety resulted in
the highest training coverage across on roll workers,
contract workers and associate workforce, reinforcing
the Company’s commitment to safe operations.

? Skill Upgradation

Focused programs were conducted to enhance
functional and technical capabilities, supporting
productivity, quality and operational excellence.

? Leadership & Behavioural Training Including
reflection of Organisational Values

Leadership, communication and mental health
programs were conducted to strengthen people
leadership, team effectiveness and employee well being.

? Digital & Data Security Training

Data security and awareness sessions were organized
to strengthen information security practices across
employee categories.

? Environmental Awareness

Select training programs on Water Conservation
were conducted in line with the Company’s
sustainability objectives.

The Company continues to promote “One Culture - One
Communication” across the organization through targeted
training interventions, ensuring alignment of values,
behaviour and performance expectations.

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. 31st March, 2026 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 2025-26.

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 express their gratitude for the continued
cooperation and support extended by CERA Group, the
Shareholders, Customers, Suppliers, Dealers, Retailers,
Bankers and all Stakeholders. Your Directors also place
on record their appreciation for the employees for their
dedication, hard work and efforts.

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

Vikram Somany

Ahmedabad Chairman and Managing Director

8th May, 2026 (DIN:00048827)

Prevent Unauthorized Transactions in your demat account -> Update your Mobile Number with your Depository Participant. Receive alerts on your Registered Mobile for all debit and other important transactions in your demat account directly from NSDL on the same day....................issued in the interest of investors.
KYC is one-time exercise while dealing in securities markets -> Once KYC is done through a SEBI registered intermediary (broker, DP, Mutual Fund etc.), you need not undergo the same process again when you approach another intermediary.