murudeshwar ceramics ltd Directors report

Dear Members,

The Board of Directors of your company have pleasure in presenting 40‘‘ (Fortieth Annual Report) on the business and operations of your Company along with the audited financial statements for the financial year ended March 31, 2023.

Financial highlight/ results of the Company:

The Boards Report shall be prepared based on the standalone and consolidated financial statements of the company.

(Rs. in Lakhs)

Particulars	Financial year 2022-23		Financial year 2021-22
	Standalone	Consolidated	Standalone	Consolidated
Revenue from Operations	17240.68	17240.58	12291.63	12291.63
Other Income	100.11	100.11	141.58	141.58
Total Income	17340.79	17340.79	12433.21	12433.21
Operational Expenditure	14832.88	14832.88	10276.00	10276.00
Increase/(Decrease) in stock (WIP)	(675.27)	(675.27)	(572.14)	(572.14)
Proflt/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	3183.18	3183.18	2729.35	2729.35
Less: Depreciation/ Amortisation/ Impairment	1109.70	1109.70	1027.52	1027.52
Profit /loss before Finance Costs, Exceptional items and Tax Expense	2073.48	2073.48	1701.83	1701.83
Less: Finance Costs	1336.41	1336.41	1329.75	1329.75
Profit /loss before Exceptional items and Tax Expense	737.07	737.07	372.08	372.08
Add/(less): Exceptional items	-	-	-	-
Profit /loss before Tax Expense	737.07	737.07	372.08	372.08
Less: Tax Expense- • Current Tax • Prior Period Tax • Deferred Tax • MAT Credit Entitlement (reversed)	120.83 76.77 120.83	120.83 76.77 120.83	157.38	157.38
Profit /loss for the year (1)	660.30	660.30	214.70	214.70
Total Comprehensive Income/loss (2)	(42.54)	(42.54)	56.65	56.65
Total (1+2)	617.76	617.76	271.35	271.35
Profit/loss of associate (RNS Power Ltd.)	-	25.45	-	(48.95)
Total Comprehensive Income/loss	617.76	643.21	271.35	222.40
Earning per equity Share : Basic	1.08	1.13	0.49	0.40
: Diluted	1.03	1.07	0.47	0.39

Operational performance in segments:

Despite of multiple challenges viz., high input costs, supply chain disruptions and economic uncertainty, significant escalations in raw material and energy Costs; your company has performed during the year under review as under:

Consolidated: the sale of products has increased by 41.41% at Rs. 11530.14 lakhs in compared to Rs. 8224.24 lakhs of the previous year and sale of services has marginally increased by 37.78% at Rs. 5585.98 lakhs in compare to Rs. 4054.22 Lakhs of the previous year. Therefore, the company has increased its overall sale by 40.25% at Rs. 17240.58 Lakhs in compare to Rs. 12291.63 lakhs of previous year.

Consequence to the above increase and decrease in sales of the products and services, the Company has earned profit of Rs.543.21 lakhs after taking in to consideration of profit from its associate in compared to profit of Rs. 222.40 lakhs in the previous year

Standalone: the sale of products has increased by 41.41% at Rs. 11630.14 lakhs in compared to Rs. 8224.24 lakhs of the previous year and sale of services has marginally increased by 37.78% at Rs. 5585.98 lakhs in compare to Rs. 4054.22 Lakhs of the previous year. Therefore, the company has increased its overall sale by 40.26% at Rs. 17240.68 Lakhs in compare to Rs. 12291.63 lakhs of previous year.

Consequence to the above increase and decrease in sales of the products and services, the Company has earned profit of Rs.517,75 lakhs in compared to profit of Rs, 27135 lakhs in the previous year

The audited consolidated Balance Sheet as at 31st March, 2023, consolidated statement of Profit and Loss for the year ended as on that date together with the Notes and Reports of Auditors, Cash flow Statements, Management Discussion and Analysis Report forms part of the Annual Report. The financial figures have been regrouped, wherever required, if any, in line with disclosure requirements under Schedule III of the Act. The Company has complied with the applicable provisions of the Companies Act, 2013 (the Act) and the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements), Regulations, 2015 (‘the Listing Regulations) in preparation of Standalone and Consolidated financial statements.

The impact of covid-19 pandemic:

The economic impact of Covid-19 was an incomparable, global public health emergency that has affected almost every industry, and the long-term effects are projected to impact the industry growth for next two to three years. The pandemic presented us with a situation where the Company has to ensure continuity in the supply of tiles to our valued customers while ensuring the safety and well-being of all our employees working in branches and offices at locations across the country.

Capital expenditure:

During the year under review your company has incurred a capital expenditure of Rs. 1010.84 lakhs which comprises of Rs. 138.02 lakhs in in Plant and Machinery, Rs. 4.42 lakhs in Computers, Rs. 31.81 lakhs in Office Equipment, Rs. 3.95 lakhs in Furniture & Fixtures, Rs. 703.51 lakhs in vehicles and Rs. 129.02 lakhs in Right to use.

Liquidity:

The Company maintains sufficient cash to meet the Companys business requirements and also to cover financial and business risks and to support future growth. The principal sources of liquidity of your Company consist of cash and cash equivalents and the cash flow that we generate from our business operations. For the financial year ended March 31,2023 your company has Rs. 173.79 lakhs in account of cash and cash equivalents.

Basic EPS:

The Basic Earnings per Share has increased/ improved from 0.49 of previous year to 1.08 on Standalone basis and from 0.40 of previous year to 1.13 on Consolidated basis for the financial year 2022-23.

Dividend:

Based on the Companys performance, the Board of Directors of your Company recommend a dividend of Rs.0.50 per equity share (5%) of Rs. 10 each, subject to the approval of the Members for the financial year 2022-23.

In terms of the Finance Act, 2020, dividend income is taxable in the hands of the Members w.e.f April 1, 2020 and the Company is required to deduct tax at source (TDS) from dividend paid to the Members at presented rates as per the Income-tax Act, 1951. For more details, please refer to note 25 in the notice portion.

Brief description of the companys working during the year/ the state of companys affair prospects/ material changes and commitments affecting financial position between the end of the financial year and date of the report:

During the year under review, the company has increased the production capacity of "Vitrified tiles at Sira plant by 8,000 sq. mtrs. per day and increase the production capacity of Ceramic Wall tile at Karaikal plant by 3,000 sq. mtrs. per day.

The Board, at its meeting held on May, 30, 2022, has allotted 2747389 equity shares by conversion of equal number of warrants, convertible into equity shares and further the Board at its meeting held on December 16, 2022, has allotted 2850000 warrants convertible into equal number of equity shares to promoters group. The details of which has been given under the head of Share Capital of this report.

There have been no other material changes and commitments which affect the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

Marketing strategy:

We are following the Four Rs of B2B Sales in Response to our valued customers demand as under:

^ Respond: Support customers immediate needs such as product and pricing Shift to digital communications and remote channels. Arm teams with remote-selling tools.

> Refiect: Track pipeline orders and deal risks. Review sales teams and make necessary tweaks, scan competitive landscape to look for opportunities. Cut down on all non-essential costs.

>> Reiinagine: Digitize got to market strategy, digitize lead building and management, update our offering and pricing. Data Analysis for better business development. Track emerging trends.

>? Rebound: Scale digital sales and inside sales, online meetings with key decision makers and architects, personalise account engagement with joint marketing and sales tactics. Optimising supply chain to reduce costs.

Research and development (R & D):

The Research & Development wing of the Company is always trying to give new look and design of companys products to meet valued customers demand and to meet international standards and certification requirements and has successfully developed new varieties of tiles with improved body matrix, quality and cost-effective product range.

Disclosures relating to Subsidiaries, Associates and Joint Ventures:

During the year under review, RNS Power Limited is an Associate company of your company in terms of section 2(6) of the companies Act, 2013. A statement containing the salient features of the financial statements of the Companys Associates is annexed in the prescribed format of Form AOC-1 in Annexure - 1.

Transfer to reserves:

The Board of Directors of your company, has decided not to transfer any amount to the reserves out of the amount available for appropriation.

Change in the nature of business, if any:

There is no change in the nature of the business of the Company during the year under review.

Risk management:

The Company has written Risk Management Policy in terms of provisions of Section 134(3) (n) of the Companies Act, 2013, and the policy has been placed on the Companys website at www.naveentile.com also. The Risk Management Team of the company ensures that the Company has appropriate and effective risk management systems which carries out risk identification, assessment and ensures that risk mitigation plans are in place. The Audit Committee of the company has additional oversight in the area of financial risks and controls.

Board diversity:

During the year under review, your company have an appropriate mix of executive, non-executive, women and independent directors to maintain the independence of the Board, and separate its functions of governance and management. The Board had nine members, two of whom are executive directors, two of whom are non-executive and non-independent directors and five are independent directors. One of the independent directors of the Board is a woman as of March 31,2023,

Appointment or reappointment of directors and key managerial personnel:

Shri Naveen Rama Shetty (00058779), Director of the Company, who is liable to retire by rotation based on his appointment terms, offered themselves for re-appomtment at the ensuing Annual General Meeting (‘AGM). The Board recommends for his reappointments in the ensuing Annual General Meeting.

In terms of Section 203 of the said Act, the Key Managerial Personnel of your Company are Shri Satish Rama Shetty - Chairman & Managing Director; Shri Karan Satish Shetty - Whole Time Director, Shri Narayan Manjunath Hegde - Chief Financial Officer; and Shri Ashok Kumar - Company Secretary.

Declaration by Independent Directors:

The Company has received Disclosure of Interest inform MBP-1 as per section 184 of the act and intimation by all the Directors for qualification to continue their directorship in form DIR-8 Pursuant to Section 154(2) and rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014. All the Independent Directors has submitted their confirmation confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and Regulations25 of the SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015.

Evaluation of the Boards performance:

The Board has carried out an annual performance evaluation of its own performance, its Committees and the Directors including the Chairman which include cnteria for performance evaluation of the non-executive directors and executive director in terms of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In a separate meeting of independent Directors, performance of non-independent Directors and the board as a whole was evaluated. Performance evaluation of Independent Directors was done by the entire Board, excluding the independent Director being evaluated.

Human Resources Development:

The focus of human resources development at your company is to ensure that we enable each and every employee to navigate the next, not just for clients, but also for themselves. The Company is providing appropriate training and guidance to its employees from time to time for reskill them and making them for more valuable for the Company.

Particulars of Employees and Remuneration:

The information required under Section 197(12) of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended hereto and forms part of this Report as Annexure-2. The information required under Rule 5 (2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in the Annexure forming part of this Report. The total numbers of employees during the year under review were 295.

Number of meetings of the Board of Directors:

During the year under review, six (6) Board Meetings were held. For further details, please refer to Report on Corporate Governance. Committees of the Board:

The following substantive Committees constituted by the Board and function according to their respective roles and defined scopes: ^ Audit Committee of Directors

^ Nomination and Remuneration Committee of Directors

> Stakeholders Grievance Committee of Directors

> CSR Committee of Directors

> Executive Committee of Directors

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. Details of composition, terms of reference and number of meetings held for respective committees are given in the Report on Corporate Governance.

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo:

The information required to be furnished pursuant to Section 134(3) (m) of the Companies Act, 2013, is appended hereto and forms part of this Report as Annexure-3.

Remuneration pohcy for the directors, key managerial personnel and other employees:

In terms of the provisions of Section 178(3) of the Companies Act, 2013 and SEBI (LODR) Regulation 2015, the Nomination and Remuneration Committee (NRC) is responsible for formulating the criteria for determining qualification, positive attributes, recommendation for appointment of KMPs and Directors to the Board and also independence of a Director. The NRC is also responsible for recommending to the Board a policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees. The Board has adopted the Policy on Board Diversity and Remuneration Policy for Directors, Key Managerial Personnel and other employees of the Company. The copy of the policy is available on the company website at www.naveentile. com.

Particulars of contracts or arrangements with related parties referred to section 188 of the Companies Act, 2013 (the Act):

During the year under review, all transactions entered into with related parties were approved by the Audit Committee and all related party transactions, that were entered into during the financial year were on arms length basis and were in the ordinary course of business. The disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is given in Annexure-4

Corporate Social Responsibility (CSR):

Your Company has duly constituted a Corporate Social Responsibility (CSR) Committee of the Board of Directors and also has formulated a CSR Policy in terms of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, indicating the activities to be undertaken by the Company. The constitution of CSR Committee is disclosed in Corporate Governance Report. The CSR policy may be accessed on the Companys website at www.naveentile.com. The Statement of CSR for the financial year 2022-23 has been appended hereto and forms part of this Report as Annexure-5.

Deposits:

During the year under review, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Details of signiilcant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future:

No orders were passed by any Courts or Tribunals impacting the going concern status and companys operations in future.

The detail of application made/ proceeding pending under the Insolvency and Bankruptcy Code, 2016.

The Company has not filed any application during the year under review and no proceeding is pending under the Insolvency & Bankruptcy Code, 2016 (IBC) as at March 31, 2023.

The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof:

During the financial year 2022-23 under review no such events occurred.

Loans, securities or investments:

During the year under review the Company has not provided any Loans, guarantees and securities under section 185 of the Companies Act, 2013 except previous guarantee, provided jointly with other guarantors to the extent of Rs. 350.00 crores as per limit approved by the members of the Company, in favour of lenders on behalf of RNS Infrastructure Limited, a Group company of the Company and the details of investments and loans if any, are provided in the schedules to the financial statements.

Credit Ratings:

During the year under review, ratings on the Bank facilities including Long Terni and Short-Term Loans of your Company by CRISIL is as under:

Total Bank Loan Facilities Rated	Rs. 117.85 Crore
Long Term Rating	CRISIL BB-/ Stable (Upgraded from CRISIL B-r/Stable)
Short Term Rating	CRISIL A4+ (Upgraded from CRISIL A4)

Annual Return and the web address:

In terms of Section 92(3) and section 134(3)(a) of the Companies Act, 2013 read with Rule 12 of The Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31, 2023 is available on the Companys website on httDs://www, naveentile.com/investor-relation.

Statutory Auditors:

M/s. K.G. Rao & CO, (Firm Registration No. 010453S), having office at No. #15, First Floor, 3rd Cross, Sampige Road, Malleshwaram, Bangalore - 560 003, is the present Statutory Auditors of the Company for a period of five years w.e.f September 28, 2019.

Auditors Report:

The Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013. No qualification, adverse remarks or disclaimer have been made by the Statutory Auditors with regard to the financial statements forthe financial year2022-23.

Indian Accounting Standards:

Your Company has been adopted "IndAS" since April 01, 2017. The financial statements have been prepared in accordance with Indian Accounting Standards (IndAS), the provisions of the Companies Act, 2013 (to the extent notified) and guidelines issued by SEBI. The IndAS are prescribed under Section 133 of the Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2015.

Secretarial Auditor and report:

In terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mrs. Swati R Hegde, Practicing Company Secretary to undertake the secretarial audit of the Company. The Secretarial Audit Report is appended hereto and forms part of this Report as Annexure-6.

Secretarial Standards:

The Company complies with all applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India from time to time.

Cost records and cost audit:

During the year under review, the Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

Internal Auditors:

Your company appoints M/s. S B Shetty & Co., (Firm Registration No. 003824S), having office at No 1, 2nd Floor, Time Square, Opp: Kadasiddeshwar Arts College, Vidyanagar, ffubballi - 580031, as the Internal Auditor of your company every year and at present M/s. S B Shetty & Co. is the Internal Auditors of your Company.

Political Contribution:

Your Company has not made any political contribution to any political parties during the financial year 2022-23 under review. Certificate pursuant to clause 10 of schedule v of SEBI (LODR), Reg, 2015:

Your Company has obtained certificate from Practicing Company Secretary in terms of sub clause (i) of clause 10 of Part C of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, with respect to disclosure/ declaration/ representation received from the directors and taken on record by the Board of Directors, as on March 31, 2023, none of the Directors of the Company has been debarred or disqualified from being appointed or continuing as director of Companies by the SEBI/ Ministry of Corporate Affairs or any such other statutory authority. The above said Certificate is appended hereto and forms part of this report as Annexure-7.

Management Discussion and Analysis Report:

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws, Management Discussion and Analysis Report pertaining to industry structure and developments, opportunities and threats, segment-wise performance, outlook, risks and concerns, internal control systems and adequacy, discussion on financial and operational performance for the financial year 2022-23 forming part of this report, has been given under separate section in this Annual Report.

Corporate Governance:

Report on Corporate Governance has been included in the Annual Report in terms of Regulation 27 and other applicable provisions of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 and relevant sections of the Companies Act, 2013. The Compliance Certificate from the auditors regarding compliance of conditions of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 from the period 01.04.2022 to 31.03.2023 is annexed with this report.

Policies:

During the year under review your Company has written policies as require under the CompaniesAct, 2013 and rules made there under and the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time. All the Policies may be accessed on the website of the Company at www.naveentile.com.

Vigil Mechanism/ Whistle Blower Policy:

In terms of Section 177(9) of the CompaniesAct, 2013, the Company has a written Vigil Mechanism/Whistle Blower Policy which may be accessed at www.naveentile.com. The vigil mechanism was established for all its directors, employees, business associates including customers to approach the Chairman of the Audit Committee to make protective disclosures about the unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct.

Prevention of Sexual Harassment of Women at Workplace PoUcy:

As per the requirement of The Sexual Harassment ofWomen at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act) and Rules made there-under, your Company has complied with provisions relating to the constitution of Internal Complaints Committee and has taken appropriate action for the safe guard of its employees. The Company has zero tolerance for sexual harassment at workplace.

Details of Adequacy of Internal Financial Control:

The Company has an Internal Financial Controls framework which commensurate with the size, scale, and complexity of the Companys operations in terms of Sec. 134 (5)(c) of the CompaniesAct, 2013. In addition, there are operational controls and fraud nsk controls, covering the entire spectrum of internal financial control for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness ofthe accounting records and the timely preparation of reliable financial information InternalAudit is carried out by external auditors and periodically covers all areas of business.

Familiarisation Program:

The company has conducted a program which inter alia includes various presentation given by the practicing professionals, business heads and KMPs of the Company in terms of regulations 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with a view to familiarize the Independent Directors with the companys operations.

Preferential allotment of Equity Shares on conversion of Share Warrants and allotment of Warrants to the promoters group:

During the year under review the company has allotted 2747389 equity shares by conversion of equal number of warrants at the Board meeting held on 30.05.2022 to Murudeshwar Power Corporation Private Limited. Further, the company has allotted 2850000 warrants convertible into equal number of equity shares at the Board meeting held on 16.12.2022 in terms of approval given by the members of the company by postal ballot on 07.12.2022, as under:

Name of Allottees (Promoters Group)	Share Warrants to be converted in to Equity Shares (FY: 2023-24)	Face Value (InRs.)	Issue Price (In Rs.)	Upfront Money received*
Murudeshwar Power Corporation Private Limited	2137500 Share Warrants	10.00	47.00	3,01,38,750
RNS Infrastructure Limited	712500 Share Warrants	10.00	47.00	1,00,46,250

*Upfmnt money received has been utilized for expansion plan -within quarter ended 31.03.2023.

Utilisation of Funds raised through Preferential allotment

Pursuant to Regulation 32 of the Listing Regulations, utilisation of fund raised through Preferential allotment is as under:

(Rs. in Crore)

Particulars	Date of Allotment	Amount raised	Purpose of utilisation fund	Date of utilisation
Preferential allotment of equity shares	13-01-2021	8.563	For Expansion Plan	March 31, 2021
Preferential allotment of equity shares	12-02-2022	7.410	For Expansion Plan	March 31. 2022
Preferential allotment of equity shares	30-05-2022	4.945	For Expansion Plan	June 30, 2022
Preferential allotment of Warrants	16-12-2022	4.018	For Expansion Plan	March 31. 2023

Share Capital:

During the year under review the company has allotted 2747389 equity shares by conversion of equal number of warrants at the Board meeting held on 30.05.2022 to Murudeshwar Power Corporation Private Limited

Thus, Authorised share capital remains the same of Rs. 7152.00 Lakhs and the Paid-up Equity Share Capital has been increased from Rs. 5494.78 lakhs to Rs. 5759.53.

Prevention of Insider Trading:

Pursuant to the provisions of Regulation 3(5) and 3(6) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations), the Company has purchased a software for recording of Name, PAN and email id etc. of the person to whom Unpublished Price Sensitive Information is shared for genuine purpose.

Further, in terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has made a Code of practices and procedures for fair disclosure of unpublished price sensitive information and prevention of insider trading and to govern the fair disclosure of unpublished price sensitive information and to attain equality of access to such information with a view to regulate trading in securities by the Directors and designated employees of the Company. All Directors and the designated employees have confirmed compliance with the Code.

Directors Responsibility Statement:

In terms of framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, secretarial auditors and external consultants and the reviews performed by Management andthe relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys Internal financial controls were adequate and effective during the financial year 2022-23.

In terms of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures there from;

b. They have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements 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. They have taken proper and sufficient care to the best of their knowledge and ability 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 They have prepared the annual accounts on a going concern basis;

e. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

Appreciation and acknowledgement:

Your directors take this opportunity to extend their deep sense of gratitude to the Banks, Central and State Governments and their departments and the Local Authorities for their continued support and employees at all levels for their hard work, dedication and commitment and as well to our esteemed shareholders. Your directors would also like to record appreciation for the support and cooperation, your Company has been receiving from its suppliers, dealers, business partners and others associated with the Company. We are deeply grateful for the confidence and faith that you have always reposed in us.

Place: Bengaluru Date: 05.08.2023

By Order of the Board For Murudeshwar Ceramics Limited

Sd/-

Satish Rama Shetty Chairman & Managing Director DIN; 00037526

By Order of the Board For Murudeshwar Ceramics Limited

Sd/-

Naveen Rama Shetty Director DIN;00058779

ANNEXURE -1 Disclosures Relating to Subsidiaries, Associates and Joint Ventures:

Form: AOC -1

(Pursuant to First proviso to sub-section (3) of section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of subsidiaries / associate companies / joint ventures.

Part A: Subsidiaries: (Information in respect of each subsidiary to be presented with amounts)

(Rs.in lakhs)

SI. No. Particulars	1
1 Name of Subsidiaries	Nil
2 Reporting period
3 Reporting currency and Exchange rate as on the last date of the relevant financial year in the case of foreign subsidiaries.
4 Share Capital
5 Reserve & Surplus
5 Total Assets
7 Total Liabilities
8 Investments
9 Turnover
10 Profit before tax
11 Provision for taxation
12 Profit after tax
13 other Comprehensive Income before tax
14 Tax on other Comprehensive income
15 Proposed Dividend	-
16 % of Holding
Name of Subsidiaries/ Joint venture which have been liquidated or sold during the year	Nil

Part B: Associates Company: Statement pursuant to Section 129(3) of the Companies Act, 2013 related to Associate Companies: (Rs. in lakhs)

SI. No. Name of Associate Company	RNS Power Limited
1 Latest audited Balance Sheet Date	31.03.2023
2 Shares of Associate or Joint Ventures held by the company on the year end
(i) No. of equity shares	310142
(li) Amount of Investment in Associates	610.15
(lii) Extent of Holding (in percentage)	26.10%
3 Description of how there is significant influence	Voting Power
4 Reason why the associate/joint venture is not consolidated	N.A.
5 Net worth attributable to shareholding as per latest audited Balance Sheet (2765.36*26.10%)	721.76
6 Profit or Loss for the year
(i) Considered in Consolidation	25.45
(ii) Not Considered in consolidation	N. A

Place; Bengaluru Date; 05.08.2023

By Order of the Board For Murudeshwar Ceramics limited

Sd/-

Satish Rama Shetty Chairman & Managing Director DIN:00037526

By Order of the Board For Murudeshwar Ceramics Limited

Sd/-

Naveen Rama Shetty Director DIN:00058779

ANNEXURE - 2 (a) : Particulars of Employees and Remuneration:

Information as per Section 134 and Section 197 read with Rule, 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forming part of the Boards Report for the year ended 31st March, 2023 in respect of employees of the Company is as follows:

a) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year:

Name of the Director	Ratio of Directors remuneration to the median remuneration of the employees of the Company for the financial year was 35.79 for all directors
Shri Satish Rama Shetty	26.57
Shri Karan Satish Shetty	13.07

The median remuneration of employees of the Company during the Financial Year was Rs. 2.71 lakhs and ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year is provided in the above table.

NOTE: All other Non-Executive Directors are not drawing any remuneration from the Company except sitting fees.

b) The percentage increase in remuneration of each director. Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

Name of KMP	Percentage increase in remuneration in the financial year
Shri Satish Rama Shetty	0.00%
Shri Karan Satish Shetty	0.00%
Shri N.M. Hegde	0.03%
Shri Ashok Kumar	0.00%

c) The percentage increase in the median remuneration of employees in the financial year: -3.49%

d) The number of permanent employees on the rolls of the company: 295 employees

e) The explanation on the relationship between average increase in remuneration and company performance

SI. No. Particulars	Explanation
1. Decrease in median remuneration of employees has been -3.49%	Decrease in median remuneration of employees is due to decrease in number of employees on low wages as compare to the previous year The remuneration was paid to employees on par with other similar industry.
2. Company performance of PAT is Rs. 222.40 lakhs (2021-22) to Rs. 543.21 (2022-23) on consolidated basis

f) Comparison of the remuneration of the Key Managerial Personnel against the Performance of the Company:

SI. No. Particulars of remuneration for Key Managerial Personnel	Percentage of Standalone Operating Profit
1. Shri Satish Rama Shetty	9.77%
2. Shri Karan Satish Shetty	4.81%
3. Shri N.M. Hegde	2.61%
4. Shri Ashok Kumar	1.93%

g) Market and financial performance related information:

Particulars	March 31,2023	March 31,2022	% Change
Market Capitalization (Rs. lakhs)	17325.89	13874.33	24.88
P/E Ratio (calculated on consolidated basis EPS 1.13 price 30.03) =30.03/1.13	26.58	63.13	-57.90

(Note: As on 31-03-2023 at (BSE Rs.30.06 and NSE Rs. 30.00), average price is Rs.30.03 & No. of shares 57595260).

h) Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year, its comparison with the percentage increase in the managerial remuneration, justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Not applicable.

i) The key parameters for any variable component of remuneration availed by the directors: No such variable component is paid.

j) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year There is no employee who received remuneration in excess of highest paid Director.

k) Affirmation that the remuneration is as per the remuneration policy of the Company: It is affirmed that the remuneration is as per the Remuneration Policy for Directors, Key Managerial Personnel and other employees adopted by the Company.

ANN EXURE - 2 (b) The name of Top Ten Employees in terms of remuneration drawn pursuant to clause 2 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

SI. No. Name of Employees	Designation	Remuneration (Rs.)
1 Shn Satish Rama Shetty	Chairman & Managing Director	72,00,000
2 Shn Karan Satish Shetty	Whole Time Director	35,41,555
3 Shn Narayan Manjunath Hegde	V.P (Finance) and Chief Financial Officer	19,22,232
4 Shn Nagraj Shetty	General Manager (production)	17,53,532
5 Shn Mahantesh A Mukare	General Manager (Marketing)	15,45,550
6 Shn Ashok Kumar	Company Secretary	14,22,000
7 Shn Prashant Shetty	General Manager	14,18,340
8 Shn Saatosh Kumar Shetty	General Manager	13,08,575
9 Shn Y Vikram Hegde	President (Production)	12,52,052
10 Shn Sharat Kumar Shetty	General Manager	11,56,404

By Order of the Board For Murudeshwar Ceramics Limited

By Order of the Board For Murudeshwar Ceramics Limited

Sd/-

Naveen Rama Shetty Director DIN: 00058779

Sd/-

Sadsh Rama Shetty Chairman & Managing Director DIN; 00037526

Place: Bengaluru Date: 05.08.2023

ANNEXURE - 3: Conservation of Energy and Technology Absorption

A. CONSERVATION OF ENERGY

(a) Successfully achieved increased productivity by reducing the cycle time in the Firing Kiln, which not only reduce the fuel cost of the end product considerably but also conserve the power.

(b) Successfully implemented use ofalternate product like Cashew Nut Shell, Tamarind Huskm replacement to Coal for generation of heat in the spray drier which reduced the cost of fuel in powder preparation and end product.

(c) Additional investments and proposals, if any, being implemented for reduction of consumption of energy:

i. Installed 400 KVA UPS system for each Kiln for immediate supply of power to the Kiln in case of power failure on running condition till the time of power supply resumes which reduce the wastage of fuel and power.

11. Energy efficient LED lighting has been used in the factory and Proposal to test and purchase Vanable frequency drive and panel for all our Ball Mills, to reduce peak voltage consumption, iii. New polishing machine has been added for efficient and better output.

(d) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods: Reduction in power and fuel cost for better sales realization.

(e) Total energy consumption and energy consumption per unit of production: Not applicable.

B. TECHNOLOGY ABSORPTION: FORM B: Efforts made in technology absorption as under:

1. Specific areas in which R & D carried out by the company

a. Indigenous alternative to imported clay identified, tested and used successfully in large scale production

b. Indigenous glaze raw material tested for better wear resistance and slip resistance

2. Benefits derived as a result of the above R & D

a. Reduction in wastage, reduction in cost of production and better sales realization on the finished product

b. Earger number of Skus to offer clients.

3. Future plan of action

a. Larger size tiles to be manufactured at Sira Plant with the additional equipments.

b. Produce Ceramic Floor tiles along with Wall tiles for full utilization of capacity at Karaikal plant, increase the productivity and reduce the overhead cost.

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

1. Efibrts in brief made towards technology absorption, adaptation and innovation:

a) Successful production of PGVT & GVT series in various new designs using new digital printing technology.

b) Successful adaption of Ball clay processing plant & feldspar processing plant to remove the inbuilt impurities to enhance the brightness of Vitrified tile production.

2. Benefits derived as a result of above efforts: Reduction in the power cost, raw material cost, transport cost & improvement the tile brightness & quality consistency.

3. In case of Imported Technology (imported during the last 5 years reckoned from the heghming of the financial year), following information may he furnished:

a) Technology Imported :	Not done during the year
b) Year of Import :	NA
c) Has technology been fully absorbed :	NA
d) If not absorbed, areas where this has not taken place, reasons and future plans of action. :	NA

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Activities relating to exports, initiatives taken to	increase exports, development of new export markets for products and
services and export plans	: Nil
b) Total Foreign Exchange used earned.
Eoreign Exchange Earnings	: Rs. 52,36,575
Foreign Exchange Outgo	: Rs. 35,27,79,524

By Order of die Board By Order of the Board

For Murudeshwar Ceramics Limited For Murudeshwar Ceramics Limited

Sd/- Sd/-

Satish Rama Shetty Naveen Rama Shetty

Place: Bengaluru Chairman & Managing Director Director

Date: 05.08.2023 DIN: 00037526 DIN: 00058779

ANNEXURE-4:

FORM NO. AOC-2

Disclosures of particulars of contracts/arrangements entered into by the company with related parties [Pursuant to clause (h) of sub-section (3) of section 134 of the act and rule 8(2) of the companies (accounts) rules, 2014]

Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in subsection (1) of Section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arms length basis

SI. No. Particulars	Details
1 Name(s) of the related party &• nature of relationship	Nil
2 Nature of contracts / arrangements / transaction	Nil
3 Duration of the contracts/ arrangements/ transaction	Nil
4 Salient terms of the contracts or arrangements or transaction including the value, if any	Nil
5 Justification for entering into such contracts or arrangements or transactions	Nil
6 Date of approval by the Board	Nil
7 Amount paid as advance, if any	Nil
8 Date on which the special resolution was passed in General meeting as required under first proviso to Section 188	Nil

2. Details of material contracts or arrangement or transactions at arms length basis:

SI. No. Particulars	Details
1 Names of the related party	RNS Infrastructure Limited; Murudeshwar Power Corporation Pvt, Ltd.; RNS Power Limited; RNS Motors Private Limited; Naveen Hotels Private Limited; R. N. Shetty Trust; Shri Satish Rama Shetty - Chairman & Managing Director, Shri Sunil Rama Shetty - Director; Shri Naveen Rama Shetty - Director; Shri Karan Satish Shetty - Whole Time Director; Shri Shivabasayya Siddaramayya Hiremath - Independent Director; Shri Annappayya - Independent Director; Shri Sankappa Keremane Shetty - Independent Director; Smt. Sarvani Alva - Independent Director; Shri Sathya Murthy Padaki - Independent Director; Shri N. M. Hegde - VP. (Finance) & Chief Financial Officer Shri Ashok Kumar - Company Secretary & Compliance Officer
2 Nature of Relationship	Group Company, Common Directors & Promoters
3 Nature of contracts/ arrangements/ transaction	Sales of goods and services, purchase of power, receiving dividend, availing accommodation, remunerations, purchase of vehicles and services thereof etc.
4 Duration of the contracts/ arrangements/ transaction	Not applicable
5 Salient terms of the contracts or arrangements or transaction including the value, if any	Not applicable
6 Justification for entering into such contracts or arrangements or transactions	Financially beneficial for the company.
7 Date of approval by the Board	30.05.2022
8 Amount paid as advance, if any	Nil

All related party transactions that were entered into during the financial year were on arms length basis and in the ordinary course of business. For all related party transactions, please refer Note No.27.3 of the Financial Statement.

ANNEXURE - 5: Corporate Social Responsibility initiative for the period of 1" April 2022 to 31 March, 2023.

1. A brief outline of the Companys CSR Policy:

This Policy has been formulated in compliance with the Section 135, Schedule VII of the Companies Act, 2013 and CSR Rules issued by the Ministry of Corporate Affair on February 27, 2014.

The Companys vision is to be a responsible industry leader and demonstrate environmental, transparent and ethical behavioural practices which will contribute to the economic and sustainable development within the company, industry, and society at large. The companys CSR philosophy is to create long-term stakeholder value by implementing a business strategy that considers every dimension of how a business operates in the ethical, social, environmental, cultural, and economic spheres.

Your Company from time to time undertake any project, program and activity on one or more of the following areas: (a) Hospital which serves the poor and economical backward class people in rural area.

2 Composition of the CSR Committee:

SI. No. Name of the Director	Designation/ Nature of Directorship	Number of meetings held during the year	Number of meetings attended during the year
1 Shri Satish Rama Shetty	Chairman of the Committee, Chairman & MD	1	1
2 Dr. Shivabasayya Siddaramayya Hiremath	Member of the committee, Non-Executive Independent Director	1	1
3 Shri Naveen Rama Shetty	Member of the committee, Non-Executive NonIndependent Director	1	1

3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company: These details can be accessed on: https://www.naveentile.com/wp-content/ upload s/2020/ll/CSRCommitt eeMCL.pdf

4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable (attach the report). N.A

5. Details of the amount available for setoff in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any: N.A

5. Average Net Profits/ (Loss) of the Company for the last three financial years: Rs. (297.20) lakhs.

7. Prescribed CSR Expenditure (Two percent of the amount as in item 4 above): Rs. (5.94) lakhs.

8. Details of CSR spent for the financial year: the Prescribed CSR Expenditure is in negative; therefore, the company has not spent any amount:

SI. No. Particulars	Amount Spent for the year (Rs. In lakhs)	Amount Unspent (Rs. In lakhs)
1 Contribution made to the RNS Hospital (Through RNS Trust) which serves the poor and economical backward class people in rural area.	-	-

9. Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s): N.A

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year: NIL

11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5): N.A

Responsibility Statement: The CSR Committee states that the implementation and monitoring of the CSR Policy, is in compliance with the CSR objectives and Policy of the Company.

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 3P MARCH, 2023

[Pursuant to Section 204 (1) of the Companies Act, 2013 ondRule 9 of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014]

To,

The Members,

Murudeshwar Ceramics Limited

CIN: L269I4KA1983PLC00540I 504/B, Gokul Road, Industnal Estate,

Hubli, Karnataka- 580030

I have conducted the secretarial audit of the compliance of applicable statutory provisions under the Listed enactments and the adherence to good corporate practices by MURUDESHWAR CERAMICS LIMITED, (CIN: L26914KA1983PLC00540I), having its Registered Office at ‘604/B, Gokul Road, Industnal Estate, Hubli, Karnataka- 580030 and a place other than Registered Office at 7th Floor, Naveen Complex, 14, M G Road, Bangalore Karnataka- 560001 India (hereinafter referred as the "Company"). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and the representations made and also the information, clarifications provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 3L‘ March, 2023 ("the Audit Period") complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subj ect to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company and made available to me pertaining to the financial year ended on 31" March, 2023, wherever applicable and in accordance with the provisions of

i. The Companies Act, 2013 ("the Act") and the rules made thereunder;

ii. The Secunties Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder;

iii. The Depositories Act, 1996 and the regulations and Bye-laws framed thereunder;

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowing.

V. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (SEBI ICDR Regulations), upto September 10, 2018 and SEBI ICDR Regulations, 2018 w.e.f September 11, 2018 and amendments from time to time;

d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; -(Not Applicable during the Audit Period)

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008); - (Not Applicable during the Audit Period)

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993;

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; — (Not Applicable during the Audit Period)

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (SEBI Buyback of Securities Regulations) upto 10* September, 2018 and SEBI Buyback of Securities Regulations, 2018 w.e.f 11* September, 2018; — (Not Applicable during the Audit Period)

VL Other laws applicable:

There is no sector specific law which is exclusively applicable to the Company, as understood with the nature and business of the company and also represented by the management of the Company, however the following general laws significant to the Company, were examined for ensuring their compliance mechanism:

(a) The Factories Act, 1948;

(b) The Environment (Protection) Act, 1986;

(All of the above to the extent applicable and as may be necessary for the Company during the said Financial Year)

I have also examined compliance with the applicable clauses of the:

a) The Secretarial Standards issued by the Institute of Company Secretaries of India.

b) The Listing Agreements with the Stock Exchanges and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (LODR Reg, 2015), wherever applicable.

During the period under review the Company has complied with the necessary provisions of the Act, Rules, Regulations, Standards, etc mentioned above wherever and as applicable to the Company baring the instances of filling of e-forms with MCA along with additional fees as permitted under law.

I further report that, the Compliance by the Company of applicable financial laws such as Direct & Indirect Tax laws and maintenance of financial records and books of accounts have not been reviewed in this Audit, since the same have been subject to review by the Statutory Financial Auditors, Tax Auditors and other designated professionals.

I further report that,

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The composition of the Board of Directors during the period under review were in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. As per the minutes of the Meetings duly recorded and signed by the Chairman, the decisions at the Board and Committee Meetings were earned out with requisite majority.

I further report that, based on the information provided and the representations made by the Company, there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines and that the Company has responded to the clarification sought/ notices/ queries received by the Company from statutory/regulatory authorities, wherever required and found necessary.

further, during the year, the Company had passed resolution through its Board Meeting dated 30.05.2022 to allot 27,47,389 equity shares to Murudeshwar Power Corporation Private Limited, a Promoters group of Company by conversion of 27,47,389 warrants of 2"" tranche for the F. Y. 2022-23.

Further, during the year, the Company had conducted Extra Ordinary General Meeting through Postal Ballot on 07.12.2022 for Issuance of Share Warrants convertible into equal number of Equity Shares to Murudeshwar Power Corporation Private Limited and RNS Infrastructure Limited, promoters group of Company, on a preferential basis. Subsequently, the Board at its meeting held on 16.12.2022 passed the necessary resolutions for allotment of28,50,000 Share warrants convertible into equity shares to the said Promoters Group.

I further report that, based on the information provided and representation by the Management of the Company, there were no other specific events/actions that occurred/ arose dunng the said audit period of the F.Y. 2022-23, having a major bearing on the companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards.

For Swati Hegde & Associates

Company Secretaries

Sd/-

Swati Ramachandra Hegde

Proprietor

Mem. No: F10795 & COPNo: 19286 Peer review certificate No: 2875/2023 Unique Identification Code: S2020KR723400

This report is to he read with my letter of even date which is attached as ‘Annexure -1 and forms an integral part of this report.

ANNEXURE 1

To the Secretarial Audit Report

FOR THE FINANCIAL YEAR ENDED 3P MARCH, 2023

To,

The Members,

Murudeshwar Ceramics Limited

CIN: L269I4KA1983PLC00540I

604/B, Gokul Road, Industnal Estate,

Hubli, Karnataka- 580030

My report of even date is to be read along with this letter:

1. Maintenance of secretarial records is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarral records. The venficatron was done on test-check basis to ensure that correct facts are reflected in secretarial records. I believe that the process and practices, I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and books of accounts of the Company.

4. Wherever required, I have obtained Management Representation about the compliance of laws, rules and regulations and happening of events, etc.

5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test-check basis.

6. The Secretarial Audit report is neither an assurance as to future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For Swati Hegde & Associates

Company Secretaries

Sd/-

Swati Ramachandra Hegde

Proprietor

Date: W July, 2023 Mem. No: F10795 & COP No: 19286

Place: Bengaluru Peer review certificate No: 2875/2023

UDIN: F010795E000643317 Unique Identification Code: S2020KR723400

CERTIFICATE OF NON - DISQUALIFICATION OF DIRECTORS

[Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)]

To,

The Members of

Murudeshwar Ceramics Limited

504/B, Gokul Road, Industnal Estate,

Hubli - 580030. Karnataka India.

I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Murudeshwar Ceramics Umited, CIN L26914KA1983PLC005401 and having registered office at ‘604/B, GOKUL ROAD, INDUSTRIALESTATE, HUBLI - 580030. KARNATAKA INDIA and a place other than Registered Office at 7th Floor, Naveen Complex, 14, M G Road, Bangalore - 550001. Karnataka India (hereinafter referred to as ‘the Company), produced before me by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In my opinion and to the best of my information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations/ representations furnished to me by the Company & its officers and also considering relevant relaxations granted by the MCA / SEBI, I hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on 31"‘ March, 2023 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authonty.

SI. No. N ame of Director	DIN	Designation	Date of appointment in Company
1 Satish Rama Shetty	00037526	Executive Director- Chairman & Managing Director	27/06/2007
2 Sunil Rama Shetty	00037572	Non-Executive Director	29/11/1993
3 Naveen Rama Shetty	00058779	Non-Executive Director	24/11/1995
4 Karan Satish Shetty	08168200	Executive Director -Whole Time Director	10/08/2018
5 SankappaKeremane Shetty	00894355	Non-Executive Independent Director	14/05/2012
6 Shivabasayya Siddaramayya Hiremath	02272897	Non-Executive Independent Director	30/07/2008
7 Annappayya	03558522	Non-Executive Independent Director	24/06/2011
8 Sarvani Alva	06895403	Non-Executive Independent Director	31/07/2014
9 Sathya Murthy Padaki	08275537	Non-Executive Independent Director	12/11/2018

*The date of appointment is as per the MCA Portal.

Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For Swati Hegde & Associates

Company Secretaries

Sd/-

Swati Ramachandra Hegde

Date: 21" July, 2023 Propnetor

Mem.No:F10795 &COPNo: 19286

Place: Bengaluru certificate No: 2875/2023

UDIN: F010795E000656121 Unique Identification Code: S2020KR723400