Mayur Floorings Ltd Directors Report

Dear Members,

The Board of Directors ("Board") is pleased to present the Companys Thirty-Fourth (34^th) Annual Report on business and operations, together with the Audited Financial Statements along with the Report of the Auditors for the year ended March 31, 2026.

I. FINANCIAL PERFORMANCE

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards ("Ind AS") notified under Section 133 of the Companies Act, 2013 ("Act") read with the Companies (Accounts) Rules, 2014. The financial statements for the financial year ended March 31^st 2026, and March 31^st 2025, are Ind AS compliant.

Particulars (INR in lakhs)	For the Year ended 31.03.2026	For the Year ended 31.03.2025
Total Income	884.02	630.17
Net Profit / Loss from ordinary activities after finance cost but before exceptional	20.38	11.68
Net Profit for the period before tax and after Exceptional items.	20.38	11.68
Net Profit after tax and after exceptional item Paid-up equity share capital	14.69 507.12	-130.00 507.12
Basic and diluted EPS after Extraordinary items for the period	0.29	-2.57

Cash Flow Statement

The Cash Flow statement for the year 2025-2026 is attached to the Balance Sheet.

Dividends

The Board has not recommended any dividend during the financial year 2025-2026. The dividend distribution policy of the company is available at the website of the company www.mayurflooringslimited.com

Bonus

The Board has not recommended any bonus during the financial year 2025-2026.

II. FINANCE

Deposits

The Company has not accepted any Deposit within the meaning of Section 73 of the Companies Act 2013 and rules made there under. As such, no amount of principal or interest was outstanding as of the Balance Sheet date, nor is there any deposit in non-compliance of Chapter V of the Companies Act, 2013.

Particulars of Loans, guarantees or investments u/s 186

No loan was given or no investments were made by the company during the year. At the same time the company had given no guarantee and offered security which requires disclosure pursuant to section 186(4) of the Companies Act, 2013

III. SUBSIDIARIES

Subsidiary Companies:

As on March 31, 2026, the Company has no subsidiary Company therefore there is need not to submit any information and documents pertaining to subsidiary company under the Companies Act, 2013 and Listing Regulation.

IV. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The detailed review of the operations, state of affairs, performance and outlook of the Company and its business as stipulated under Regulation 34 of the SEBI Listing Regulations, is presented in a separate section forming part of Annual Report under the head ‘Management Discussion and Analysis.

DIRECTORS

As on March 31, 2026, the Board of Directors of your Company comprises of 5 (Five) Directors out of which 2 (Two) are Executive Directors, 2 (Two) are Non-Executive Independent Directors and 1 (One) is Non-Executive Director. The Board composition is in compliance with the requirements of the Act, the SEBI Listing Regulations and the circulars / directions / notifications issued by therein.

All appointments of Directors are made in accordance with the relevant provisions of the Act, the SEBI Listing Regulations, and other laws, rules, guidelines as may be applicable to the Company. The Nomination & Remuneration Committee of the Company exercises due diligence inter-alia to ascertain the ‘fit and proper person status of person proposed to be appointed on the Board of Directors of the

Company, and if deemed fit, recommends their candidature to the Board of Directors for consideration. During the year under review, Mrs. Dhara Shah ceased to be an Independent Director with effect from 31 July 2025, and Ms. Deepali Chundawat was appointed as an Independent Director with effect from 25 September 2025.

In terms of the provisions of Section 152 of the Companies Act, 2013, Shri. Mayur Sundrawat (DIN: 01837589) is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

Name of the Director	Designation	No. Of Other Directorship	Members of Board Committee
1. Shri Sandip Arvindbhai Kothari	Chairman and Non-Executive Independent Director	0	3
2. Shri Mahavir N Sundrawat	Managing Director	0	0
3. Shri Mayur Sundrawat	Executive Director and Chief Financial Officer	0	0
4. Madam Akshita Sundrawat	Non-Executive Director	0	3
5. Madam Deepali Chundawat	Non-Executive Independent Director	2	3

Disclosure of relationships between Directors inter-se

NAME OF THE DIRECTOR	RELATION WITH OTHER DIRECTOR
1 Shri Mahavir N Sundrawat	Father of Shri Mayur Sundrawat and Father-in-law of Madam Akshita Sundrawat
2 Shri Mayur Sundrawat	Son of Shri Mahavir N. Sundrawat and Husband of Madam Akshita Sundrawat
3 Madam Akshita Sundrawat	Wife of Shri Mayur Sundrawat and Daughter-in-law of Shri Mahavir N. Sundrawat

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mrs. Dhara Shah (DIN: 06983857) ceased to be an Independent Director of the Company upon completion/expiry of her term with effect from 31 July 2025. Further, Madam Deepali Chundawat (DIN: 11108961) was appointed as an Independent Director of the Company for a first term of five consecutive years with effect from 25 September 2025, pursuant to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, and subsequently approved by the members of the Company at the Annual General Meeting held on 25 September 2025. There were no other changes in the Board of Directors and Key Managerial Personnel of the Company during the year under review.

The details of the Key Managerial Personnels of your Company in terms of Section 203 of the Companies Act, 2013 as on March 31, 2026 are as follows:

Name Of Key Managerial Personnel	Designation
1 Shri Mahavir N Sundrawat	Managing Director
2 Shri Mayur Sundrawat	Chief Financial Officer
3 Madam Himadri Mathur	Company Secretary and Compliance Officer

DIRECTOR(S) DISCLOSURES

Based on the declarations and confirmations received pursuant to section 164 and 184 of the Act, none of the Directors on the Board of your Company are disqualified from being appointed as Directors. Further the Company has received the declarations from all the Independent Directors as per the Section 149(7) of the Act and the Board is satisfied that all the Independent Directors meet the criteria of independence as mentioned in Section 149(6) of the Act.

Further, the Independent Directors have confirmed that they have included their names in the Independent Directors databank maintained by the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014.

BOARD EVALUATION

The Company has formulated a policy for performance evaluation of the Independent Directors, the Board, its committees, and other individual Directors, which includes the criteria for evaluation of Non-Executive and Executive Directors. The Policy of the Company is available on the Companys website at www.mayurflooringslimited.com. In accordance with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, the performance of its committees, and of individual Directors, including Independent Directors, based on the established evaluation framework. Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, KMP and Senior Management is as per the Remuneration Policy of your Company.

COMMITTEES OF BOARD

The Board of Directors, in compliance with the applicable provisions of the Companies Act, 2013, SEBI (LODR) Regulations, 2015, and other relevant laws, and for ensuring effective governance and operational efficiency, has constituted various Committees to oversee and manage specific functional areas of the Company.

AUDIT COMMITTEE

The Audit Committee and terms of reference of the Audit Committee are in compliance with the provisions of Section 177 of the Act. All members of the Audit Committee are financially literate and have accounting or related financial management expertise. During the financial year 2025-26, 04 Audit Committee meetings were convened. The Audit Committee consists of the following members:

AUDIT COMMITTEE	DESIGNATION
1 Shri Sandip Arvindbhai Kothari	Chairman Independent Director
2 Madam Deepali Chundawat	Member Independent Director
3 Madam Akshita Sundrawat	Member Non-Executive Director

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee and the terms of reference of the Nomination and Remuneration Committee are in compliance with the provisions of Section 178 of the Act. During the financial year 2025-26, 03 meeting was convened. The Nomination and Remuneration Committee consists of the following members:

NOMINATION AND REMUNERATION COMMITTEE	DESIGNATION
1 Shri Sandip Arvindbhai Kothari	Chairman Independent Director
2 Madam Deepali Chundawat	Member Independent Director
3 Madam Akshita Sundrawat	Member Non-Executive Director

STAKEHOLDERS RELATIONSHIP COMMITTEE

The terms of reference of the Stakeholders Relationship Committee are in compliance with the provisions of Section 178 of the Act. During the financial year 2025-26, 03 meeting was convened. The Stakeholders Relationship Committee consists of the following members:

STAKEHOLDERS RELATIONSHIP COMMITTEE	DESIGNATION
1 Madam Deepali Chundawat	Chairman Independent Director
2 Shri Sandip Arvindbhai Kothari	Member Independent Director
3 Madam Akshita Sundrawat	Member Non-Executive Director

MEETINGS OF THE BOARD

During the financial year 2025-2026, 05 (Five) Board meetings were convened. The details of Board and Committee meetings held during the year under review, are given in this Annual Report. The gap between these meetings was within the prescribed period under the Act and the SEBI Listing Regulations.

	BOARD MEETINGS
DATE OF MEETING	NO. OF DIRECTORS	ATTENDED	% OF ATTENDANCE
29 May 2025	5	5	100
05 Aug 2025	4	4	100
23 Sep 2025	4	4	100
10 Nov 2025	5	5	100
13 Feb 2026	5	5	100

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134 of the Act, and to the best of their knowledge and belief and based on the information and explanations obtained from the operating management, your Directors hereby confirm that:

A. In the preparation of the annual accounts for the year under review, the applicable accounting standards had been followed along with the 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 as on March 31, 2026, and of its profit and loss for the period ended on that date; C. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

D. The Director had prepared the annual accounts for the year under review on a ‘going concern basis; and E. The Directors have 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 the applicable laws and that such systems are adequate and operating effectively.

PARTICULARS OF CONTRACTS WITH RELATED PARTIES / RELATED PARTY TRANSACTIONS

During the year under review the company has entered into various related party transactions. These were submitted for approval of proper and competent authorities. All the transactions entered into with the Related Parties during the year under review were on an arms length basis and were in the ordinary course of business. Agreement and contracts executed and entered with such parties were approved and ratified wherever required by the competent authority. The statement of related party transaction is enclosed in this report.

SECRETARIAL AUDITOR & THEIR REPORT

Pursuant to the provisions of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. B.L. Harawat and Associates, Company Secretaries in Practice, for conducting Secretarial Audit of the Company for the Financial Year 2025-26. The Secretarial Audit Report is self-explanatory and thus does not require any further comments and is enclosed to this report.

INTERNAL AUDITOR

M/s Bansilal Shah & Co (Firm Registration No. 000384W) were appointed as the Statutory Auditor of the Company for the Financial Year ended 2025-26. M/s Bansilal Shah & Co, Statutory Auditor in their report(s) on the Standalone Audited Financial Statements of your Company for the financial year ended March 31, 2026, have not made any qualifications, reservations, adverse remarks or disclaimers and said report forms part of the Annual Report. Further, the notes to the accounts referred to in the Auditors Report are self-explanatory.

COST AUDITOR

The provisions of Section 148 regarding the maintenance of Cost records are not applicable to Company.

CORPORATE GOVERNANCE

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

Listed entity having paid up equity share capital not exceeding Rs.10 Crore and Net worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;

Listed entity which has listed its specified securities on the SME Exchange.

Since our Company falls within the ambit of the aforesaid exemption, compliance with the provisions of Corporate Governance is not applicable to the Company. Accordingly, the Corporate Governance Report does not form part of the Annual Report for the financial year 2025 26.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In terms of the provisions of Section 177(9) and Section 177(10) of the Companies Act, 2013, the Board of Directors of the Company has adopted a Whistle Blower Policy/Vigil Mechanism. This mechanism provides a formal process for the Directors and employees of the Company to report concerns about unethical behavior, actual or suspected fraud, or violation of the Companys Code of Conduct. The Whistle Blower Policy/ Vigil Mechanism Policy of the Company is available on the Companys website at www.mayurflooringslimited.com.

VIGILANCE OFFICER	CHAIRMAN OF THE AUDIT COMMITTEE
Company Secretary
Mayur Floorings Limited	Sh. Sandip Arvindbhai Kothari
Plot No. 5 & 6, Road No.4, Dahod Road,	Mayur Floorings Limited
Industrial Area, Banswara, Rajasthan,	Plot No. 5 & 6, Road No.4, Dahod Road,
India - 327001	Industrial Area, Banswara, Rajasthan, India -
Tel: 9414102109	327001.
	Tel: 9414102109