To

The Shareholders,

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.

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

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 21 st 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.

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.

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).

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.

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.

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.

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.

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 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.

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.

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.

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.

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 a cities, continues to play a pivotal role in expanding market reach and penetration across rural and underserved markets, andstrengthening 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.

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 1,680+ Cr. secondary sales under the programme and 52+ 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.

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.

During the financial year ended 31 st 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

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.

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 and FW plant.

Installation of energy efficient air compressor machines Installation of new LED lights and replacement of All CFL lights.

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.

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.

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, SW 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.

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.

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.

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.

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.

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.

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.

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.

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.

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

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.

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.

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.

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, 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.

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.

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

Criteria determining the qualifications, positive attributes and independence of 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.

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.

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

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

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 the ensuing Annual General Meeting during the business hours on working days.

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) 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.

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.

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

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

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.

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.

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.

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.

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.

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.

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 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.

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.

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.

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.

The Company is complying with the applicable Secretarial Standards.

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

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.

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.

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.

POSH awareness and sensitization programs were conducted for employees across categories. POSH-related training covers, CERA On roll Staff, Apprentice employees, POSH training was conducted as part of broader initiatives to promote a safe, respectful and inclusive workplace environment.

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.

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.

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.

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

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

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

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.

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.

No changes have been made in nature of business carried out by the Company during the financial year 2025-26.

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

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

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.