Manoj Ceramic Ltd Directors Report

To,

The Members,

Manoj Ceramic Limited (the Company)

Your Directors have pleasure in presenting their 19 th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31 st March, 2025.

1. FINANCIAL RESULTS:

(Rs. in lakhs)

PARTICULARS	STANDALONE		CONSOLIDATED
	202425	202324	202425	202324
Revenue from Operations	16,433.27	9,592.00	16,430.08	9,581.62
Other Income	16.73	109.38	16.42	108.93
Total Income	16,450.00	9,701.38	16,446.50	9,690.55
Total Expense before tax, Depreciation, Finance Cost and Prior period Items	14,177.82	8,156.36	14,161.87	8,194.05
Finance Cost	717.42	677.96	717.65	677.99
Depreciation and Amortization	36.90	23.14	36.90	23.14
Profit / (Loss) Before Tax	1,517.86	843.92	1,530.08	795.37
Tax Expense	438.83	236.08	438.83	261.06
MAT Credit Entitlement
Profit / (Loss) After Tax	1,079.03	607.84	1,091.25	534.30

2. CAPITAL STRUCTURE:

> Authorized Share Capital

During the year under review the Authorized Share Capital of the Company was increased from 11,50,00,000 to Rs. 22,00,00,000/ through Ordinary Resolution passed by the members at the Annual General Meeting of the Company held on 30 th September, 2024.

Therefore, as on 31 st March, 2025 the Authorised Share Capital of the Company is Rs. 22,00,00,000 (Rupees TwentyTwo Crore only) divided into 1,90,00,000 (One Crore Ninety Lakh) Equity Shares of Rs. 10/ each and 3,00,000 (Three Lakh) Preference Shares of Rs. 100/ each.

> PaidUp Share Capital

During the year under review, the paid up Share Capital of the Company was increased from Rs. 10,83,40,000/ to Rs. 13,90,70,000/

Pursuant to approval of the Members through a Special Resolution at the Extra Ordinary General Meeting held on 14 th November, 2024 the company raised the funds through preferential basis by issue and allotted 2,16,000 and 28,57,000 Equity Shares on 16 th December, 2024 and 21 st December, 2024 respectively. The proceeds of the Preferential issue are utilized to meet working capital requirement, expansion of business and for general business of the company.

The paid up and Subscribed Share Capital of the Company as on 31 st March, 2025 stands at Rs. 13,90,70,000 divided into 1,14,07,000 Equity Shares of Rs.10/ each and 2,50,00,00 15% NonCumulative Redeemable Preference Shares of Rs.100/ each.

> Share Warrants

During the year under review issuance of 24,00,000 Convertible Warrants into equity Shares was approved by the members at the Extra Ordinary General Meeting of the Company held on 14 th November, 2024. Pursuant to which 10,00,000 and 14,00,000 Convertible Warrants were allotted on 16 th December, 2024 and 21 st December, 2024 respectively. Further, the proceeds of the Preferential issue are utilized to meet working capital requirement, expansion of business and for general business of the company.

3. RESERVES:

The Board of Directors have not proposed to transfer any amount to any reserves. Therefore, entire profits of Rs. 1,079.03 lakhs earned during the Financial Year 202425 have been retained in the profit and loss account for business purpose.

4. STATE OF THE COMPANYS AFFAIR (Rs. in lakhs):

During the year under review, the Companys Revenue from Operations increased significantly to Rs. 16,433.27/ from Rs. 9,592/ in the Financial Year (FY) 202324. The Net Profit also rose to Rs. 1,079.03/ in FY 202425, compared to Rs. 607.84/ in the previous FY 202324. Your Directors continue to actively explore potential products, markets, and strategic areas of growth to steer the Company toward a stronger and more promising future.

5. CREDIT RATING:

During the year under review, the Company obtained a credit rating from Infomerics Valuation and Rating Private Limited, which assigned a IVR BBB/ Stable (IVR Triple B Minus with stable outlook) rating to Long Term Fund Based Bank Facilities.

6. CHANGE IN THE NATURE OF BUSINESS:

The Company is in the business of wholesale, retail, distributing, marketing, exporting of wall and floor tiles of various sizes, artificial marbles, composite marbles, quartz stones, natural marble, natural granite, tiles adhesive, sanitary ware and faucets and it is doing its regular business without any deviation to other objects.

During the year under review, there was no change in the nature of business of the company.

7. DIVIDEND:

Dividend on Equity Shares: The Board of Directors has not recommended any dividend on equity shares for the financial year ended 31 st March 2025 with a view to conserve resources for future growth and development initiatives.

Dividend on Preference Shares: For the financial year 20242025, the preference shareholders have voluntarily waived off their entitlement to the dividend payable at the rate of 15%.

8. INFORMATION ABOUT SUBSIDIARIES/ ASSOCIATE COMPANY/ JOINT VENTURES:

The Company does not have any Joint Ventures and Associate company. Further, the Company has 1 Wholly Owned Subsidiary (WOS) i.e MCPL Ceramic Limited.

Performance of Wholly Owned Subsidiary

During the year under review, the Wholly Owned Subsidiary (WOS) reported a turnover of GBP 68,436/. The profit of WOS for the Financial Year 202425 stood at GBP 8,716/. Pursuant to the provisions of section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements which forms part of this Annual Report. A separate statement containing salient features of the financial statements of the Companys Subsidiary in prescribed form AOC1 is annexed as Annexure I to this report.

9. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

The material changes and commitment affecting the financial position of the company occurring between the end of the Financial Year to which this financial statement relate and the date of the report are as follows:

> Conversion of Warrants into Equity Shares

The Company allotted 10,00,000 Equity Shares on Monday, 28 th April, 2025 upon exercise of option for conversion of Equity Warrants into equal number of Equity Shares against receipt of balance subscription amount of warrant issue price in accordance with the provisions of Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and in terms of in Principle Approval received from BSE Limited (BSE) on 06th December, 2024. Further, the equity Shares allotted were listed on 13 th June,2025.

10.DIRECTORS RESPONSIBILITY STATEMENT:

As per the clause (c) of subsection (3) of Section 134 of the Companies Act, 2013, the

Directors state that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them 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 at the end of the financial year and of the profit of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ll. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The Board has adopted a Board Diversity Policy which sets the criterion for appointment as well as continuance of Directors, at the time of reappointment of Director in the Company. As per the policy, the Board has an optimum combination of members with appropriate balance of skill, experience, background, gender and other qualities of directors required by the directors for the effective functioning of the Board. The Nomination and Remuneration Committee recommends remuneration of the Directors, subject to overall limits set under the Act, as outlined in the Remuneration Policy. The policy is available at the website link www.mcplworld.com.

12.INDEPENDENT DIRECTORS:

• Declaration by Independent Directors: The Company has received declarations from all Independent Directors as required under section 149(7) that they meet the criteria of independence as laid down under Section 149(6) of the Act.

• Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the Financial Year 202425: During the year under review, no new Independent Directors were inducted to the Board.

13. DISQUALIFICATION OF DIRECTORS:

The Company has received declarations from all the Directors including Independent Directors of the Company confirming that they are not disqualified on account of noncompliance with any of the provisions of the Act and as stipulated in Section 164 of the Companies Act, 2013.

14. EVALUATION OF BOARDS PERFORMANCE:

Pursuant to the provisions of the Companies Act, 2013 and Nomination and Remuneration Committee, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees.

15.DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of the Company is duly constituted with proper balance of Executive Director and NonExecutive Directors including Independent Directors. The Board consists of Six (06) Directors comprising of Three (03) NonExecutive Directors out of which Two (02) are Independent Directors & One (01) Woman NonExecutive Director, One (01) Managing Director and Two (02) Executive Directors. The composition of the Board represents an optimal mix of professionalism, knowledge and expertise in their respective fields.

During the year under review,

> Ms. Krupa Bhupatrai Thakkar resigned from the post of Company Secretary of the Company wef. 30 th August, 2024.

> Mr. Manoj Dharamshi Rakhasiya (DIN:00116309), liable to retire by rotation, being eligible, was reappointed by the members of the Company at the Annual General Meeting of the Company held on 30 th September, 2024.

> Ms. Swati Jain was appointed as the Company Secretary and Compliance Officer of the Company by the Board of Directors on 18 th October, 2024 based on the recommendation of the Nomination and Remuneration Committee.

16.BOARD AND BOARD COMMITTEES:

During the year under review, the Board met 11 (Eleven) times on 15 th April, 2024, 30 th May, 2024, 30 th August, 2024, 26 th September, 2024, 18 th October, 2024, 07 th November, 2024, 14 th November, 2024, 16 th December, 2024, 21 st December, 2024, 17 th January, 2025 and 14 th February, 2025.

The Company has formulated following Committees in line with the legal and regulatory requirements:

a. Audit Committee :

Audit Committee comprises of the following members as on 31 st March, 2025:

1. Mr. Sunil Hemchand Patel

2. Mr. Chandrashekar Shivalingappa Payannavar

3. Mr. Dhruv Rakhasiya

During the year under review the Audit Committee met 5 (Five) times on 15 th April, 2024, 30 th May, 2024, 30 th August, 2024, 14 th November, 2024 and 14 th February, 2025 and all the members have attended the said meetings.

b. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee, at its meeting held on 15 th April, 2024, approved the reconstitution of the Committee pursuant to the cessation of Mr. Manoj Dharamshi Rakhasiya as a member.

Nomination and Remuneration Committee comprises of the following members as on 31s t March, 2025:

1. Mr. Sunil Hemchand Patel

2. Mr. Chandrashekar Shivalingappa Payannavar

3. Mrs. Anjana Rakhasiya

During the year under review the Nomination and Remuneration Committee met 3 (Three) times on 15 th April, 2024, 30 th August, 2024 and 18 th October, 2024 and all the members have attended the said meeting.

c. Stakeholders Relationship Committee:

Stakeholder Relationship Committee comprises of the following members as on 31 st March, 2025.

1. Mr. Sunil Hemchand Patel

2. Mr. Chandrashekar Shivalingappa Payannavar

3. Mr. Dhruv Rakhasiya

17.MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis on matters related to the business performance as stipulated in the Listing Regulations, is given as a separate section in the Annual Report .

18.PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION:

The details of Managerial Remuneration, Key Managerial Personnel and employees of the Company as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been set out as Annexure II to this Report, attached hereto.

19.RISK MANAGEMENT:

Your Company has a welldefined risk management framework in place to identify, assess the key risks and mitigate them appropriately. The Company has reviewed the major risks including risks on account of business continuity, supply chain management, third party risks, legal compliance and other risks which may affect or has effected its employees, customers and all other stakeholders from both the external and the internal environment perspective. Basis this review, appropriate actions have been initiated to mitigate, partially mitigate, transfer, or accept the risk (if need be) and monitor such risks on a regular basis.

20. PREVENTION OF SEXUAL HARASSMENT POLICY AND DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (Act) and rules made there under, the Company has adopted a Sexual Harassment Policy for women to ensure healthy working environment without fear of prejudice, gender bias and sexual harassment. The policy is available at the website link www.mcplworld.com

The Board states that there were no cases or complaints filed during the year under review pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is as below mentioned:

a. Number of Sexual Harassment Complaints received: NIL

b. Number of Sexual Harassment Complaints disposed off: NIL

c. Number of Sexual Harassment Complaints pending beyond 90 days: NIL

21. EMPLOYEES DETAILS AS ON THE CLOSURE OF FINANCIAL YEAR:

The details of employees engaged with the Company as of 31st March, 2025, are provided below:

Category of Employee	Number of Employees
Female	14
Male	100
Transgender	0

22.WHISTLE BLOWER POLICY AND VIGIL MECHANISM:

The Company has in place a Whistle Blower Policy establishing a vigil mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy.

The Policy provides for adequate safeguards against victimization of employees who avail such mechanism and also provide for direct access to the Chairman of the Audit Committee. The policy is available at the website link www.mcplworld.com.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In accordance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended from time to time), the Net Profit of the Company exceeds Rs. 5 Crore in the immediately preceding Financial Year (FY) i.e FY 202324 and hence, the said provisions are applicable to the Company during the FY under review.

As the amount to be spent under these provisions does not exceed Rs. 50 Lakhs and Company was not required to constitute CSR Committee and therefore, the functions of such committee shall be discharged by Board of Directors.

The CSR Policy of the Company is in compliance with the requirements of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The details of the Annual Report on CSR Activities is annexed herewith as Annexure IIIA and the CSR Policy of the Company is annexed herewith as Annexure IIIB .

24. DEPOSITS:

The Company has neither accepted nor renewed any deposits under the provisions of Section 73 of the Companies Act, 2013 and the rules made thereunder during the year under review.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

During the year under review, the Company has given loan and has complied with the provisions of section 186 of the Companies Act, 2013. However, during the year under

review, there were no investments made or guarantees or security provided by the Company to the person or Body Corporate under Section 186 of the Companies Act, 2013.

26.RELATED PARTY TRANSACTIONS:

All transactions with the Related Parties as defined under section 188 of the Companies Act, 2013 read with Rules framed thereunder were in the ordinary course of business and at arms length basis. During the year under review, your Company did not enter into any Related Party Transactions which require prior approval of the Members. All Related Party Transactions of your Company had prior approval of the Board of Directors, as required under the Companies Act, 2013.

27.ANNUAL RETURN:

Pursuant to Section 92 (3) read with Section 134(3)(a) of the Act, every Company shall place a copy of the annual return on the website of the Company and the same is placed on the website of the company at http:/ /www.mcplworld.com

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO:

(A) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

(i) the steps taken or impact on conservation of energy The Company is taking every possible step to conserve energy wherever possible. Several environment friendly measures were adopted by the Company to conserve energy. The energy conservation measures undertaken have resulted in reduction in energy consumption and losses and improving the overall production performance;

(ii) the steps taken by the company for utilising alternate sources of energy Not Applicable;

(iii) the capital investment on energy conservation equipments NIL;

(B) Technology absorption

(i) the efforts made towards technology absorption Many efforts towards technology absorption have been initiated and will be completed in the years to come.

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution The adoption and absorption of advanced technologies enhanced durability and improved the performance of the products.

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) Not Applicable

(a) the details of technology imported Not Applicable;

(b) the year of import Not Applicable;

(c) whether the technology been fully absorbed Not Applicable;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof Not Applicable and

(iv) the expenditure incurred on Research and Development NIL

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

The total Foreign Exchange transactions are as follows:

(Rs. in Lakhs)

Particulars	For the year 202425	For the year 202324
Total Foreign Inflow	200.68	122.38
Total Foreign Outflow	0	0

29.AUDITORS & AUDIT REPORT:

A. Statutory Auditor

M/s. Chhogmal & Co., Chartered Accountants, (FRN: 101826W), were appointed as Statutory Auditor of the Company by the Members at the 17 th Annual General Meeting (AGM) held on 30 th September, 2023 for a period of 5 (Five) years to hold office from the conclusion of the 17 th AGM until the conclusion of the 21 st AGM of the Company to be held for the financial year 202728 in accordance with provisions of the Companies Act, 2013 and will continue to be Statutory Auditors of the Company till their term expires. The Company has received confirmation from Statutory Auditors that their continued appointment shall be in accordance with the criteria as provided under Section 141 of the Act.

The observations made in the Auditors Report are selfexplanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

B. Secretarial Auditor:

The Company had appointed HRU & Associates Company secretaries as the Secretarial Auditors of the Company in accordance with the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the Financial Year 202425. The report of the Secretarial Auditor MR3 for the financial Year 202425 is enclosed as Annexure IV to this Boards Report, which is selfexplanatory. The Secretarial Audit Report does not contain any qualification, reservation and adverse remark.

Further, in view of the recent amendment to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 (SEBI Listing Regulations), it is proposed to appoint M/s. HRU & Associates, Practicing Company Secretaries, Mumbai as the Secretarial Auditor of the Company for Audit period of five consecutive years commencing from Financial Year 202526 till Financial Year 20292030. The proposal for the said appointment is being placed for the approval of the Members at the ensuing AGM.

C. Internal Auditor:

The Company had appointed M/s. Dilip Kapadia & Co., Chartered Accountants, as the Internal Auditors of the Company in accordance with the provisions of section 138 of the Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules, 2014, for conducting the internal audit of the Company for the Financial Year 202425.

D. Cost Auditor:

The provisions relating to the maintenance of cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013 and Cost Audit is not applicable to the Company.

30.FRAUD REPORTED BY AUDITORS:

During the year under review, Statutory Auditors and the Secretarial Auditor have not reported to the Audit Committee, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, hence, there is nothing to be mentioned in the Boards report in this regard.

31. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has maintained adequate financial control system, commensurate with the size, scale and complexity of its operations and ensures compliance with various policies,

practices and statutes in keeping with the organizations pace of growth and increasing complexity of operations.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

33. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016, DURING THE FINANCIAL YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

The Company has neither made any application nor any proceedings are pending in relation to the Company under the Insolvency and Bankruptcy Code 2016.

34. ONETIME SETTLEMENT:

The Company has not entered into any onetime settlement with any Bank or Financial Institution therefore, the disclosures specified under Rule 8 5 (xii) of The Companies (Accounts) Rule, 2014 is not applicable to the Company.

35.SECRETARIAL STANDARDS:

During the year under review, your Company has complied with the Secretarial Standards, issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs, in terms of Section 118(10) of the Act.

36. CORPORATE GOVERNANCE:

Company is exempt from applicability of certain regulations pertaining to Corporate Governance under Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has been practicing sound Corporate Governance and takes necessary actions at appropriate times for enhancing and meeting stakeholders expectations. Further, Report on Corporate Governance Practices and the Auditors Certificate regarding compliance of conditions of Corporate Governance and certification by CEO/Whole time Director & CFO is not applicable to your Company as per regulation 15(2)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

37.BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Reporting as required under Regulation 34(2) (f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to our Company for the Financial Year 202425.

38.ACKNOWLEDGEMENTS:

The Board of Directors wish to acknowledge the continued support and cooperation extended by the Securities and Exchange Board of India, Reserve Bank of India, Stock Exchanges, Ministry of Corporate Affairs, other government authorities, Bankers, customers and other stakeholders for their support and guidance.

Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company at all the levels.

For and on behalf of Manoj Ceramic Limited

Sd/

Dhruv Manoj Rakhasiya Managing Director DIN: 03256246

Sd/

Manoj Dharamshi Rakhasiya

Director

DIN: 00116309

Date: 21 st August, 2025 Place: Mumbai