Shareholders meeting

CSL/2026-27/72 29th June, 2026 To, To, BSE Limited National Stock Exchange of India Limited Corporate Relationship Department Exchange Plaza 1st Floor, New Trading Ring Bandra Kurla Complex Rotunda Building, P J Towers Bandra (East) Dalal Street, Fort, Mumbai – 400001. Mumbai – 400051. Scrip Code :532443 Scrip ID: CERA Scrip Code: CERA Dear Sir/Madam, Sub: Notice of the 28th AGM of the Company This is to inform that the 28th Annual General Meeting ("AGM") of the members of the Company will be held on Thursday, 23rd July, 2026 at 11:30 a.m. (IST) through Video Conferencing ("VC") / Other Audio-Visual Means ("OAVM") facility, in accordance with the relevant circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India. The Notice convening the 28th Annual General Meeting of the Company is attached with this letter. We hope you will take the same on records. Thanking you, For Cera Sanitaryware Limited. Hemal Sadiwala Company Secretary Encl: As Above Business overview Statutory reports Financial statements NOTICE Notice is hereby given that the 28th Annual General Meeting “RESOLVED THAT pursuant to the provisions of Section of the Members of CERA SANITARYWARE LIMITED will be 148 and all other applicable provisions of the Companies held at 11.30 a.m. on Thursday, the 23rd day of July, 2026 Act, 2013 and the Companies (Audit and Auditors) through Video Conferencing (‘VC’) facility or other audio Rules, 2014 including any statutory modification(s) or visual means (‘OAVM’) to transact the following businesses: re-enactment(s) thereof for the time being in force, the remuneration of Rs. 1.10 Lakh plus out of pocket ORDINARY BUSINESS expenses and applicable taxes, if any for the financial year ending 31st March, 2027, as recommended by 1. To receive, consider and adopt the Audited Financial the Audit Committee and approved by the Board of Statements of the Company for the year ended 31st Directors of the Company to be paid to K. G. Goyal & March, 2026 including statement of Profit and Loss and Co., Cost Accountants for conducting the Audit of the Cashflow Statement for the year ended 31st March, 2026, Cost records of the company be and is hereby ratified Balance Sheet as at that date and the Directors’ and and confirmed.” Auditors’ Reports thereon. “RESOLVED FURTHER THAT the Board of Directors of 2. To declare Dividend on Equity Shares for the financial the Company be and is hereby authorized to do all acts year 2025-26. and take all such steps as may be necessary, proper or 3. To appoint a director in place of Mrs. Deepshikha expedient to give effect to this resolution.” Khaitan (DIN: 03365068), who retires by rotation and being eligible, offers herself for re-appointment. SPECIAL BUSINESS 4. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: Regd. Office: By Order of the Board of Directors 9, GIDC Industrial Estate, For Cera Sanitaryware Limited Kadi – 382715 Dist. Mehsana, Gujarat. CIN : L26910GJ1998PLC034400 Hemal Sadiwala Date: 8th May, 2026 Company Secretary Place: Ahmedabad (ACS:20741) Annual Report 2025-26 | 79 NOTES 1. The Ministry of Corporate Affairs, Government of India 4. Since the AGM will be held through VC / OAVM, the (“MCA”) vide its General Circular Nos. 20/2020 dated Route Map is not annexed in this Notice. 5th May, 2020, 3/2025 dated 22nd September, 2025 and 5. Institutional / Corporate Shareholders (i.e. other other circulars issued in this respect (“MCA Circulars”) than individuals / HUF, NRI, etc.) are required to has allowed, inter-alia, conduct of AGMs through send a scanned copy (PDF / JPG Format) of its Board Video Conferencing / Other Audio-Visual Means (“VC/ or governing body Resolution / Authorization etc., OAVM”) facility, in accordance with the requirements authorizing its representative to attend the AGM through provided in paragraphs 3 and 4 of the MCA General VC / OAVM on its behalf and to vote through remote Circular No. 20/2020. Accordingly, in compliance with e-voting. The said Resolution / Authorization shall be the provisions of the Companies Act, 2013 (“Act”), SEBI sent to the Scrutinizer by email through its registered (LODR) Regulations, 2015 (“SEBI Listing Regulations”) email address to evoting@parikhdave.com with a copy and MCA Circulars, the AGM of the Company is being marked to helpdesk.evoting@cdslindia.com held through VC / OAVM, without the physical presence of the members at a common venue. The detailed 6. Members are requested to intimate changes, if any, procedure for participation in the Meeting through VC pertaining to their Name, Postal Address, Email / OAVM is as per note given below. Address, Telephone / Mobile Numbers, Permanent Account Number (PAN), Mandates, Nominations, Power 2. In compliance with the aforesaid MCA Circulars and of Attorney, Bank details such as, Name of the Bank SEBI Circulars, Notice of the AGM alongwith the Annual and Branch details, Bank Account Number, MICR code, Report 2025-26 is being sent only through electronic IFSC code, etc., to their DPs in case the shares are held mode to those Members whose email addresses are by them in electronic form and to MCS Share Transfer registered with the Company / Depositories. Members Agent Limited, Ahmedabad in case the shares are held may note that the Notice and Annual Report 2025-26 by them in physical form. is also be available on the Company’s website www. cera-india.com, websites of the Stock Exchanges i.e. 7. The Register of Members and Share transfer book of the BSE Limited at www.bseindia.com & National Stock Company will remain closed from 8th July, 2026 to 15th Exchange of India Limited at www.nseindia.com and July, 2026 (both days inclusive). Accordingly, the Record notice of AGM is available on the website of CDSL: www. Date for the purpose of ascertaining the eligibility of the evotingindia.com. Members who have not registered members to receive the dividend is 7th July, 2026. their email address are requested to get their email 8. The Board of Directors has recommended Dividend of address registered with their DP in case the shares are Rs. 75/- (1500%) per fully paid-up equity share of Rs. 5/- held in electronic mode and with Company’s Registrar each for the Financial Year 2025-26. and Share Transfer Agent - MCS Share Transfer Agent Limited, Ahmedabad in case shares are held in Physical 9. Statement pursuant to provisions of Section 102 of the Form. This may be treated as an advance opportunity Companies Act, 2013 and SEBI Listing Regulations, in terms of proviso to Rule 18(3)(i) of the Companies in respect of special businesses in the annual general (Management and Administration) Rules, 2014. meeting is annexed herewith and forms integral part of the Notice. 3. Since this AGM is being held pursuant to the MCA Circulars through VC / OAVM, physical attendance of 10. The Company has transferred the unpaid/unclaimed Members has been dispensed with. Accordingly, the dividends up to the financial year 2017-18 to the facility for appointment of proxies by the Members will Investor Education and Protection Fund Authority (IEPF not be available for the AGM and hence the Proxy Form Authority) established by the Central Government and and Attendance Slip are not annexed to this Notice. uploaded the details of unpaid / unclaimed dividend on the website of the Company at www.cera-india. com. Members who have not encashed their dividend warrants from the financial year 2017-18 onwards are advised to write to the Company immediately for claiming dividends declared by the Company. Financial Year Date of declaration of Dividend per Dividend Expected date of transfer of unpaid dividend Share (Rs.) payment % dividend to IEPF Account 2018-19 31-07-2019 13/- 260% 30-08-2026 2019-20* 14-02-2020 13/- 260% 14-03-2027 2020-21 04-08-2021 13/- 260% 03-09-2028 2021-22 30-06-2022 35/- 700% 29-07-2029 2022-23 06-07-2023 50/- 1000% 05-08 [Showing first 8,000 characters — download PDF for full document]