Murudeshwar Ceramics Ltd Directors Report

Dear Members,

The Board of Directors of your company has pleasure in presenting 43rd Annual Report of the Company covering its business operations and financial performance, along with the audited standalone and consolidated financial statements for the financial year ended March 31, 2026.

Financial Results of the Company:

The financial results on standalone and consolidated financial statements for the year under review as under:

(Rs. in Lakhs)

Particulars	Financial year 2025-26		Financial year 2024-25
	Standalone	Consolidated	Standalone	Consolidated
Revenue from Operations	20547.50	20547.50	20286.37	20286.37
Other Income	956.37	956.37	490.53	490.53
Total Income	21503.88	21503.88	20776.90	20776.90
Operational Expenditure	17404.63	17404.63	16926.46	16926.46
Increase/(Decrease) in stock (WIP)	(5.40)	(5.40)	(100.04)	(100.04)
Profit/ loss before Depreciation	4104.65	4104.65	3950.48	3950.48
Less: Depreciation/ Amortisation	1495.73	1495.73	1449.59	1449.59
Profit before Finance Costs	2608.92	2608.92	2500.89	2500.89
Less: Finance Costs	1239.44	1239.44	1305.94	1305.94
Profit/loss before Exceptional items	1369.49	1369.49	1194.95	1194.95
Add/(less): Exceptional items	-	-	-	-
Profit /loss before Tax Expense	1369.49	1369.49	1194.95	1194.95
Tax Expense-	243.33	243.33	202.50	202.50
Profit /loss for the year (1)	1126.16	1126.16	992.45	992.45
Total Comprehensive Income/loss (2)	21.55	21.55	(23.72)	(23.72)
Total (1+2)	1147.71	1147.71	968.73	968.73
Profit/ loss of associate	-	(46.15)	-	(8.49)
Total Comprehensive Income/loss	1147.71	1101.56	968.73	960.24
Earning per equity Share : Basic	1.90	1.82	1.60	1.59
: Diluted	1.90	1.82	1.60	1.59

Highlight on Financial Results:

The Companys performance during the year ended March 31, 2026 in comparison with the year ended March 31, 2025 is summarized as follows:

Standalone:

- Total income was Rs. 21503.88 lakhs in financial year 2025-26 as compared to Rs. 20776.90 in financial year 2024-25. Profit before exceptional items and tax was Rs. 1369.49 lakhs in financial year 2025-26 as compared to Rs. 1194.95 in financial year 2024-25.

- Profit for the year attributable to shareholders of the Company was Rs. 1147.71 lakhs in financial year 2025-26 as compared to Rs. 968.73 lakhs in financial year 2024-25.

Consolidated:

- Total income was Rs. 21503.88 lakhs in financial year 2025-26 as compared to Rs. 20776.90 in financial year 2024-25.

- Profit before exceptional items and tax was Rs. 1369.49 lakhs in financial year 2025-26 as compared to Rs. 1194.95 in financial year 2024-25.

- Profit for the year attributable to shareholders of the Company was Rs. 1101.56 lakhs in financial year 2025-26 as compared to Rs. 960.24 lakhs in financial year 2024-25.

The audited consolidated Balance Sheet as at 31st March, 2026, 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 Company has complied with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 in preparation of financial statements. The financial figures have been regrouped, wherever required, if any, in line with disclosure requirements under Schedule III of the Companies Act, 2013.

State of Affairs of the Company:

During the financial year ended 31st March, 2026, the Company continued to be engaged in the business of manufacturing and trading of ceramic, vitrified and allied tile products. The manufacturing facilities of the Company operated satisfactorily during the year. Continuous efforts were undertaken to improve productivity, optimize resource utilization and maintain high standards of quality in manufacturing processes. The Company also focused on introducing innovative designs and products in line with changing market trends and customer preferences.

The Company recorded satisfactory operational performance during the year under review despite challenges arising from fluctuations in raw material prices, energy costs, logistics expenses and competitive market conditions. The management continued to focus on operational efficiency, cost optimization, product quality enhancement and market expansion initiatives to sustain growth and profitability. The Board remains committed to enhancing stakeholder value through sustainable growth, prudent financial management and adherence to the highest standards of corporate governance.

Capital expenditure:

During the year under review your company has incurred a capital expenditure of Rs. 5614.67 lakhs which comprises of Rs. 484.94 lakhs in construction of building, Rs. 5057.29 lakhs in Plant and Machinery, Rs. 6.47 lakhs in Computers, Rs. 44.21 lakhs in Office Equipment, Rs. 2.00 lakhs in Furniture & Fixtures, Rs. 0.00 lakhs in vehicles, Rs. 0.00 Leasehold improvements and Rs. 19.76 lakhs in Right to use.

Liquidity:

During financial year 2025-26, the Company maintained an adequate liquidity position supported by effective working capital management, timely collection of receivables, and prudent cash flow planning. The Company continued to monitor cash flows closely to ensure sufficient availability of funds for operational expenditures, debt servicing requirements, and strategic business initiatives. During the financial year ended 31st March, 2026 your company has Rs.150.23 lakhs in account of cash and cash equivalents. The principal sources of liquidity of the Company consist of cash and cash equivalents and the cash flow that we generate from our business operations.

Basic EPS:

During the financial year ended 31st March, 2026 the Basic Earnings per Share has increased from 1.60 of previous year to 1.90 on Standalone basis and from 1.59 of previous year to 1.82 on Consolidated basis.

Dividend:

The Board of Directors, after considering the financial requirements of the Company for its ongoing operations, growth initiatives, and future business plans, has decided not to recommend any dividend for the financial year ended March 31, 2026. The Board believes that retaining the profits within the business will strengthen the Companys financial position, support working capital requirements, and facilitate future expansion opportunities.

Unclaimed or unpaid dividends as of 31st March 2026:

Details of outstanding and unclaimed dividends previously declared and paid by the Company are given as under:

Financial Year	No. of shareholder	Amount of unpaid dividend	Proposed Month and Year of Transfer to the Fund
2022-23	1962	2,85,359.50	October, 2030
2023-24	2651	4,39,398.00	October, 2031
2024-25	2255	2,05,294.00	September, 2032

The details of the above are provided on the website of the Company at www.naveentile.com.

Transfer to Investor Education and Protection Fund:

As per the applicable provisions of the Companies Act 2013, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules 2016, all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government, after completion of seven years and the shares in respect of which dividend has not been paid or claimed by the members for seven consecutive years or more shall also be transferred to the Demat account created by IEPF Authority. However, during the FY 2025-26 under review no amount of unpaid or unclaimed dividend is pending for seven consecutive years or more.

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

During the financial year under review, the Company continued to carry on its business operations in the ordinary course and achieved satisfactory performance in line with its business objectives. The affairs of the Company remained stable throughout the year, and management continued to focus on operational efficiency, customer satisfaction, and sustainable growth.

There were no material changes or commitments affecting the financial position of the Company that occurred between the end of the financial year and the date of this Report which may have a significant impact on the operations or financial position of the Company.

Marketing strategy:

During the year under review, the Company continued to undertake various marketing and business development initiatives aimed at strengthening its market presence and enhancing stakeholder engagement. The Company focused on expanding its distribution network, improving customer outreach, and reinforcing relationships with dealers, architects, builders, and other channel partners. Marketing efforts were directed towards increasing brand visibility through targeted promotional activities, trade shows and exhibition, product samples and mock-ups, discounts and offers, partnerships and collaborations, advertising, digital engagement initiatives, educational workshops and webinars, customer testimonials and case studies, and point-of-sale promotions. The Company also continued to emphasize product quality, operational efficiency, and customer satisfaction as key drivers of sustainable business growth.

The Board believes that the Companys established brand, extensive distribution network, and customer-centric approach position it well to capitalize on opportunities in the tiles and building materials sector while delivering long-term value to stakeholders.

Research and development (R & D):

The Research & Development (R & D) team worked in close coordination with production, quality control, and marketing departments to ensure that new developments are commercially viable and aligned with market demand and regulatory standards. The R&D initiatives were primarily focused on development of new designs, textures, and finishes in ceramic and vitrified tiles, improvement in surface durability, stain resistance, and strength characteristics, as well as introduction of innovative glazing and printing technologies.

During the financial year under review, the Company continued to give due emphasis to Research and Development activities with a view to improve product quality, enhance design capabilities, optimize production processes, and reduce manufacturing costs in the highly competitive ceramic and tile industry. The Company continued to explore and adopt advanced technologies in digital printing, surface treatment, and process automation to enhance product aesthetics and consistency in line with evolving customer preferences and market trends.

Disclosures relating to Holding, Subsidiaries, Associates and Joint Ventures:

During the financial year under review your Company does not have any holding, Subsidiary and Joint Venture with other Company. However, RNS Power Limited is an Associate 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:

During the financial year under review, no material unmanaged risks have been identified that would adversely impact the organizations going concern status. However, the organization continues to monitor emerging risks, including changes in regulatory environments, market volatility, technology disruptions, and third-party dependencies. The Board confirms that risk management practices are adequate and effective in supporting the organizations risk appetite and strategic direction.

The Company has written Risk Management Policy in terms of the 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 Audit Committee of the company has an additional oversight in the area of financial risks and controls.

Board diversity:

The Company recognizes and embraces the importance of a diverse Board in its success. It believes that a truly diverse Board will leverage differences in thought, perspective, knowledge, experience, skills, regional and industry background, gender, age, and other core competencies, which will help to provide better governance and oversight. The Company is committed to ensuring that the Board has an appropriate blend of executive, non-executive, and independent directors, with a balance of skills and experience relevant to its business operations and strategic objectives.

The Nomination and Remuneration Committee of the Board is responsible for identifying and recommending persons for appointment to the Board, taking into consideration the need for diversity on the Board. During the financial year ended 31st March, 2026 the Board had eight members, two of whom are executive directors, two of whom are non-executive and non-independent directors and four are independent directors. One of the independent directors of the Board is a woman.

Appointment or reappointment of directors and key managerial personnel:

Shri Sunil Rama Shetty (00037572), Director of the Company, who is liable to retire by rotation based on his appointment terms, offered himself for re-appointment at the ensuing Annual General Meeting (‘AGM). The Board recommends for his re-appointments 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 in form MBP-1 as per section 184 of the Companies Act, 2013 and intimation by all the Directors for qualification to continue their directorship in form DIR-8 Pursuant to Section 164(2) of the Companies Act, 2013 and rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014. Further, the Company has also received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) read with regulation 25 of the SEBI (LODR) Regulations, 2015. In the opinion of the Board, all Independent Directors are independent of the management and possess the requisite integrity, expertise and experience, including proficiency, as required under applicable laws.

Evaluation of the Boards performance:

Pursuant to the provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Nomination and Remuneration Policy of the Company, the annual performance evaluation of the Board of Directors, its Committees, the Chairperson, Individual Directors, and Independent Directors were carried out during the financial year 2025-26.

The evaluation was conducted through a structured assessment process covering various aspects of the Boards functioning, including composition, effectiveness of meetings, strategic guidance, governance practices, risk management oversight, monitoring of business performance, quality of discussions, and contribution by individual Directors and Committees. The Board discussed the results of the evaluation and expressed satisfaction with its overall effectiveness and performance, as well as that of its committees and individual Directors.

In a separate meeting of the Independent Directors, the performance of the Chairperson, Non-Independent Directors, and the Board as a whole was evaluated. The Board also carried out an evaluation of the performance of the Independent Directors and concluded that they continue to fulfill the criteria of independence and effectively discharge their duties.

Human Resources Development:

The Companys human resources continue to be a key driver of its business performance and sustainable growth. The Company is committed to attracting, nurturing, and retaining talent by providing a conducive work environment that promotes professional development, diversity, inclusion, and employee well-being.

During the year under review, the Company continued to focus on capability building through various learning and development initiatives, leadership development programs, performance management systems, and employee engagement activities. The Company also strengthened its people practices with emphasis on meritocracy, innovation, collaboration, and a culture of continuous improvement.

The Company remains committed to maintaining a safe, healthy, and respectful workplace and complies with all applicable labour laws and statutory requirements. The Company has in place policies relating to prevention of sexual harassment, equal opportunity, employee welfare, and workplace ethics, which are periodically reviewed and reinforced.

Particulars of Employees and Remuneration:

During the year under review, the total numbers of employees during the year under review were 276. 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. Further, 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.

Number of meetings of the Board of Directors:

During the year under review, five Board Meetings were held. For further details, please refer to Report on Corporate Governance.

Committees of the Board:

LEFT>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 section. The following Committees constituted by the Board and function according to their respective roles and defined scopes:

- Audit Committee;

- Nomination and Remuneration Committee;

- Stakeholders Grievance Committee;

- CSR Committee;

- Executive Committee;

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

The Company continues to accord high priority to energy conservation measures. Various initiatives have been undertaken to optimize energy consumption across operations, including the adoption of energy-efficient equipment, process improvements, regular monitoring of energy usage, and employee awareness programs. These measures have contributed to efficient utilization of energy resources and reduction in operational costs.

Pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are appended hereto and forms part of this Report as Annexure-3.

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

The Company has adopted a Nomination and Remuneration Policy in accordance with the provisions of Section 178 of the Companies Act, 2013, Regulation 19 read with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable statutory provisions. The Policy provides a framework for appointment, re-appointment, qualification, remuneration, evaluation, and removal of Directors, Key Managerial Personnel ("KMP") and Senior Management Personnel. The policy is available on the companys website at www.naveentile.com.

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

All related party transactions entered into during the financial year ended March 31, 2026 were in the ordinary course of business and on an arms length basis and were in compliance with the applicable provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Companys Policy on Related Party Transactions. 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.

Pursuant to Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the resolution for seeking approval of the Shareholders on material related party transactions is being placed at the 43rd Annual General Meeting.

Corporate Social Responsibility (CSR):

The Company is committed to conducting its business in a socially responsible, ethical, and sustainable manner. Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a Corporate Social Responsibility (CSR) Committee and adopted a CSR Policy. Details of the composition of the CSR Committee, the CSR Policy, and the CSR activities undertaken during the year are provided in the Annual Report on CSR Activities annexed to this Report as Annexure-5.

During the financial year ended March 31, 2026, the Company was required to spend ?20.54 lakhs towards CSR activities. The Company spent ?20.54 lakhs on CSR initiatives in areas specified under Schedule VII of the Companies Act, 2013. The CSR policy can be accessed on the Companys website at

Deposits:

The Company has neither accepted nor renewed any deposits from the public during the Financial Year 2025–26 within the meaning of Sections 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, there were no deposits outstanding as on March 31, 2026, and no amount of principal or interest was due for repayment during the year under review.

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

Pursuant to the provisions of Section 134(3)(q) of the Companies Act, 2013 read with the applicable Rules made thereunder, the Board confirms that during the Financial Year 2025 - 26, there were no significant and material orders passed by any regulator, court or tribunal which could impact the going concern status of the Company or materially affect its future operations.

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

During the financial year ended 31st March 2026, no application was made against the Company under the provisions of the Insolvency and Bankruptcy Code, 2016 ("IBC"). Further, as on 31st March 2026, no proceeding was pending against the Company under the Insolvency and Bankruptcy Code, 2016.

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 period under review, there were no material adverse implications arising from differences, if any, between the valuation of assets at the time of sanction of loans by Banks/Financial Institutions and the valuation considered at the time of One Time Settlement.

Loans, securities or investments:

During the financial year 2025-2026, the Company has not provided any guarantees, made any investments, or provided any securities or granted any loans falling within the meaning of Section 186 of the Companies Act, 2013 and rules framed thereunder. However, the details of investments, securities and loans, if any made earlier, are provided in the schedules to the financial statements.

Credit Ratings:

During the year under review, the Companys bank loan facilities aggregating to ?117.85 Crore were rated by CRISIL Ratings Limited. The credit ratings assigned for Total Bank Loan Facilities of Rs. 117.85 Crore including Long Term Rating - Crisil BB/ Stable and Short-Term Rating - Crisil A4+. The rating of CRISIL BB/Stable indicates a moderate risk of default regarding timely servicing of financial obligations, while CRISIL A4+ indicates an adequate degree of safety with regard to timely payment of financial obligations. The ratings reflect CRISILs assessment of the Companys credit profile and its ability to meet debt obligations in a timely manner.

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, 2026 is available on the Companys website on https://naveentile.com/investor-relations/.

Statutory Auditors:

M/s. K.G. Rao & Co, (Firm Registration No. 010463S), having office at No. #15, First Floor, 3rd Cross, Sampige Road, Malleshwaram, Bangalore - 560003 has been appointed as the Statutory Auditors of the Company for the further period of five consecutive years from the financial year 2024-25, who holds the office till the conclusion of the 46th Annual General Meeting to be held in the year 2029 in terms of the section 139(1) of the Companies Act, 2013.

Auditors Report:

During the year under review, no qualification, adverse remarks or disclaimer have been made by the Statutory Auditors with regard to the financial statements for the financial year 2025-26. Further, the Statutory Auditors of the Company has not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

Indian Accounting Standards:

The financial statements of the Company for the financial year ended 31st March 2026 have been prepared in accordance with the Indian Accounting Standards ("Ind AS") as prescribed under Section 133 of the Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time, including the Companies (Indian Accounting Standards) Amendment Rules, 2016, and other applicable provisions of the Companies Act, 2013 and guidelines issued by the SEBI in this respect.

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 CS Shivappa Athani (M. No. 67536 and COP: 25196), Practicing Company Secretary for a period of five consecutive years from the financial year 2025-26 to 2029-30 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 has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013, including SS-1 relating to Meetings of the Board of Directors and SS-2 relating to General Meetings, during the financial year ended March 31, 2026.

Cost records and cost audit:

The provisions relating to maintenance of cost records and cost audit as specified by the Central Government under sub-sections (1) and (2) of section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the business activities carried out by the Company for the year ended March 31, 2026.

Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Company has in place an adequate Internal Audit system commensurate with the size, nature and complexity of its business operations. M/s. S. B. Shetty & Co., (Firm Registration No. 003824S), as the Internal Auditor appointed by the Board conducts periodic audits covering operational, financial and compliance areas.

The Audit Committee regularly reviews the internal audit reports, significant findings, and managements responses thereto. The Board is of the opinion that the Companys internal control and internal audit systems are adequate and operating effectively during the financial year ended March 31, 2026.

Political Contribution:

Pursuant to Section 182 of the Companies Act, 2013, read with the applicable rules made thereunder, and other applicable provisions, if any, the Company confirms that it has not made any political contributions, directly or indirectly, to any political party, electoral trust, or political organization or political candidate during the financial year ended March 31, 2026.

Certificate pursuant to clause 10 of schedule V of SEBI (LODR), Reg, 2015:

During the year under review, 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 Company has obtained a 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. The above said Certificate is appended hereto and forms part of this report as Annexure-7.

Management Discussion and Analysis Report:

The 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 2025-26 forming part of this report, has been given under separate section in this Annual Report in terms of applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws.

Corporate Governance:

The Company is committed to maintain the highest standards of Corporate Governance. A Report on Corporate Governance has been included in the Annual Report in terms of Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 and the relevant applicable provisions of the Companies Act, 2013. Further, a Compliance Certificate from the auditors regarding compliance of conditions of Corporate Governance as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 for the financial year ended March 31, 2026 is annexed with this report.

Policies:

The Company has written policies as applicable under the Companies Act, 2013 and rules made thereunder and in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time. All the Policies are available on the website of the Company at www.naveentile.com.

Vigil Mechanism/ Whistle Blower Policy:

Pursuant to Section 177(9) and 177(10) of the Companies Act, 2013 read with Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a robust Vigil Mechanism/ Whistle Blower Policy. The Policy provides a formal framework enabling Directors, employees, and other stakeholders to report genuine concerns regarding unethical behaviour, actual or suspected fraud, violation of the Companys Code of Conduct, or any other improper or unlawful activity.

Prevention of Sexual Harassment of Women at Workplace Policy:

The Company is committed to providing a safe, secure, and dignified work environment for all its employees, free from any form of harassment, discrimination, or intimidation. In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"), the Company has formulated and implemented a comprehensive Prevention of Sexual Harassment (POSH) Policy. During the financial year 2025-26, the Company continued to strengthen awareness initiatives through regular training programmes, workshops, and communication sessions aimed at employees across all levels.

Details of Adequacy of Internal Financial Control:

Pursuant to the provisions of Section 134(5)(e) of the Companies Act, 2013, the Company has laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively during the financial year ended March 31, 2026. The Company has established and maintained an adequate system of internal financial controls over financial reporting commensurate with the nature, size and complexity of its business and operations. The internal financial control framework is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with the recognition principles as prescribed under the Indian Accounting Standards and notified under Section 133 of the Companies Act, 2013.

Familiarisation Program:

Pursuant to Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Familiarisation Programme for its Independent Directors. During the financial year under review, the Company has conducted a Familiarisation program with a view to familiarize the Independent Directors with the nature of industry in which the Company operates, business model of the Company and roles, rights, responsibilities of independent directors, organisational structure, operational and financial performance, strategic initiatives, risk management framework, internal control systems, corporate governance practices, and regulatory developments.

Share Capital:

During the year under review the company has not issued any shares and Authorised Share Capital and Paid-up Capital of the Company remain the same of Rs. 7162.00 Lakhs and the Paid-up Equity Share Capital of Rs. 6054.53 respectively.

Utilisation of Funds raised through Preferential allotment:

During the Financial Year 2025-26, the Company did not raise any funds through preferential allotment or Qualified Institutions Placement (QIP). Accordingly, the disclosure requirements relating to the utilization of funds raised through such modes, as prescribed under Regulation 32(7A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company.

Prevention of Insider Trading:

The Company has established and laid down Internal Code of Conduct with adequate systems and internal controls to ensure compliance with the applicable provisions of Regulation 9(1) of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Company regularly disseminates information to Designated Persons regarding compliance requirements and maintains structured digital databases as prescribed under the SEBI (Prohibition of Insider Trading) Regulations, 2015.

Cyber Security:

During the year under review, no material cybersecurity incidents were reported. The Company remains committed to continuously enhancing its cybersecurity capabilities and resilience against evolving cyber threats. The Company maintains a comprehensive cybersecurity and information security framework to protect its information assets, digital infrastructure, and stakeholder data.

Directors Responsibility Statement:

The financial statements are prepared in accordanceance with the Indian Accounting Standards (Ind AS), the provisions of the Companies Act, 2013 and guidelines issued by SEBI to the extent as they are applicable on the Company.

Further, the Board is of the opinion that the Companys Internal Financial Controls were adequate and effective during the financial year 2025-26 based on its framework on internal financial controls and compliance systems established and maintained thereof, report by the internal, statutory, secretarial auditors and external consultants.

Further, 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.

The Board further confirms that the Company has in place appropriate internal control systems, risk management processes and compliance mechanisms commensurate with the size, scale and complexity of its operations, which are periodically reviewed by the Audit Committee and the Board.

Appreciation and acknowledgement:

The Board of Directors places on record its sincere appreciation for the dedicated efforts, commitment, and valuable contributions made by all employees of the Company during the financial year 2025-26. Their hard work, professionalism, and continued support have significantly contributed to the Companys performance and growth.

The Board also expresses its gratitude to the Companys customers, business associates, suppliers, bankers, financial institutions, investors, shareholders, regulatory authorities, and government agencies for their continued confidence, cooperation, and support extended to the Company throughout the year.

The Board acknowledges the guidance and support received from various statutory and regulatory bodies and appreciate the trust reposed in the Company by all stakeholders. The Board remains committed to creating sustainable value and looks forward to the continued support and partnership of all stakeholders in the years ahead.

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

Place: Bengaluru

Date: 12.08.2026