Manoj Ceramic Ltd

To,

The Members,

Manoj Ceramic Limited ("the Company")

Your Directors have pleasure in presenting their 18^thAnnual Report on the business and operations of the Company and the accounts for the Financial Year ended 31^st March, 2024.

1. FINANCIAL RESULTS:

2. CAPITAL STRUCTURE

As on 31^st March, 2024 the Authorised Share Capital of the Company is Rs. 11,50,00,000 (Rupees Eleven Crore Fifty Lakh) divided into 85,00,000 (Eighty-Five Lakh) Equity Shares of Rs. 10/- each and 3,00,000 (Three Lakh) Preference Shares of Rs. 100/- each.

The paid up and Subscribed Share Capital of the Company is Rs. 10,83,40,000 (Rupees Ten Crore Eighty Three Lakh Forty Thousand) divided into 83,34,000 (Eighty Three Lakh Thirty Four Thousand) Equity Shares of Rs.10/- each and 2,50,00,00 (Two Lakh Fifty Thousand) 15% Non-Cumulative Redeemable Preference Shares of Rs.100/- each.

3. STATE OF THE COMPANY'S AFFAIR:

During the year under review, Revenue from Operations of the Company increased to Rs. 9592.00 lakhs in the Financial Year 2023-24 from 7,351.08 lakhs in the Financial Year 2022-23 and has earned a Net Profit of Rs. 607.84 lakh in the Financial Year 2023-24 from Rs. 367.95 lakh in the Financial Year 2022-23. Further, your Directors are working hard to analyze prospective products, areas etc. to lead the Company towards a better and more promising future.

INCREASE IN AUTHORISED SHARE CAPITAL OF THE COMPANY

The Authorised Share Capital of the Company was increased from Rs. 4,50,00,000/- divided into 1,50,000 Equity Shares of Rs. 100/- each and 3,00,000 Preference Shares of Rs. 100/- each to Rs. 11,50,00,000/- divided into 8,50,000 Equity Shares of Rs. 100/- each and 3,00,000 Preference Shares of Rs. 100/- each.

SUB-DIVISION OF SHARE CAPITAL OF THE COMPANY

The Board of Directors of the Company with a view to increase the liquidity of the Company's Shares considered and approved the proposal for sub-division of 1 (one) equity share of the Company having face value of Rs. 100/- each into 10 (Ten) equity shares of the Company having face value of Rs. 10/- each and consequential change in Capital Clause of the Memorandum of Association. Further, the sub division of the Equity Shares was approved by members of the Company in the Extra Ordinary General Meeting held on 01^st August, 2023;

EXTENSION OF REDEMPTION PERIOD OF 15% NON-CUMULATIVE REDEEMABLE PREFERENCE SHARES(NCRPS)

The period of redemption of the Company's 2,50,000 NCPRS having face value of Rs.100/- was extended by 15 years in the Extra Ordinary General Meeting held on 01^st August, 2023;

ISSUE OF BONUS SHARES

During the year under review 45,00,000 Equity Shares were issued through Bonus in the ratio 3 (Three) fully paid up equity shares for every 1(One) Equity shares.

LISTING OF EQUITY SHARES

Equity shares of your Company were listed on the Bombay Stock Exchange (BSE Limited) on SME Platform on 03^rd Janauary,2024. The Company got listing approval from BSE Limited (SME Platform) on 08^th December, 2023. The trading symbol of the Company is 'MCPL'. Listing fees and the custodian charges to depositories have been paid to BSE, NSDL and CDSL respectively.

PUBLIC ISSUE (INITIAL PUBLIC OFFER)

During the year under review, your Company successfully completed its Initial Public Offering (IPO) of 23,34,000 equity shares of face value of Rs.10/- each, at a price of Rs. 62/- per equity share (including a premium of Rs. 52/- per equity share) ("issue price") aggregating to Rs. 1447.08 lakhs ("the issue") of which 1,18,000 equity shares aggregating to Rs. 73.16 lakhs was reserved for subscription by market maker. The issue constitutes 28.01 % of the post-issue paid up equity share capital of your Company. Your Directors placed on record their appreciation of contributions made by the entire IPO team with all the dedication, diligence and commitment which led to successful listing of the Company's equity shares on the BSE SME platform. Further, the success of the IPO reflects the trust and faith reposed in the Company by the Investors, customers and business partners and your Directors thank them for their confidence.

4. CHANGE IN THE NATURE OF BUSINESS:

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

5. DIVIDEND:

The Board of Directors of the Company do not recommend any dividend for the Financial Year ended 31^st March 2024 with a view to conserve resources for future development.

6. RESERVES:

The Board of Directors have not proposed to transfer any amount to any reserves. Therefore, entire profits of Rs. 607.84 lakhs earned during the Financial Year 2023-24 have been retained in the profit and loss account for business purpose.

7. INFORMATION ABOUT SUBSIDIARIES/ ASSOCIATE COMPANY/ TOINT VENTURES

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

Performance of Wholly Owned Subsidiary

During the year under review the WOS have not commenced any major commercial operations as the Company was incorporated in the Financial Year 2023-24. Pursuant to the provisions of section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements which forms part of this Annual Report. A separate statement containing salient features of the financial statements of the Company's Subsidiary in prescribed form AOC-1 is annexed as 'Annexure I' to this report.

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

The were no material changes and commitment affecting the financial position of the company occurring between the end of the Financial Year to which these financial statements relate and the date of the report.

9. DIRECTORS' RESPONSIBILITY STATEMENT

As per the clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors' state that:

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

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

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

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

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

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

10. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

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

11. DECLARATION OF INDEPENDENT DIRECTORS:

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

12. DISQUALIFICATION OF DIRECTORS:

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

13. EVALUATION OF BOARD'S PERFORMANCE:

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

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of the Company is duly constituted with proper balance of Executive Director and Non-Executive Directors including Independent Directors. The Board consists of six (06) Directors comprising of three (03) Non-Executive Directors out of which two (02) are Independent Directors & one (01) Woman Non-Executive Director, one (01) Managing

Director and two (02) Executive Directors. The composition of the Board represents an

optimal mix of professionalism, knowledge and expertise in their respective fields.

During the year under review,

> Mrs. Nirmalaben Sanura resigned as Director wef. from 12^th April, 2023.

> Mrs. Anjana Manoj Rakhasiya was re-designated as Non-Executive Director in the Board Meeting held on 08^th June, 2023.

> Mr. Dhruv Rakhasiya was appointed as Managing Director of the Company in the Board Meeting held on 08^th June, 2023 for period of 5 years. Further, the appointment was approved by the Members of the Company in the Extra Ordinary General Meeting held on 15^th June, 2023.

> Mr. Chandrashekar Shivalingappa Payannavar and Mr. Sunil Hemchand Patel were were appointed as Independent Directors for First Term of 5 years in the Board Meeting held on 08^th June, 2023. Further, the appointments were approved by the Members of the Company in the Extra Ordinary General Meeting held on 15^th June, 2023.

> Mr.Pankaj Shantilal Rakhasiya was appointed as Chief Financial in the Board Meeting held on 08^th June, 2023.

> Ms. Krupa Bhupatrai Thakkar was appointed as Company Secretary in the Board Meeting held on 08^th June, 2023. Further, she resigned as Company Secretary of the Company wef. 30^th August, 2024.

15.BOARD AND BOARD COMMITTEES:

During the year under review, the Board met 12 (Twelve) times on 18^th April, 2023, 08^th

June, 2023, 20^th July, 2023, 01st August, 2023, 17^th August, 2023, 19^th August, 2023, 21st

August, 2023, 22^nd August, 2023, 05^th December, 2023, 11^th December, 2023, 15^th December,

2023, 01st January, 2024.

The Board has constituted following three Committees:

a. Audit Committee:

Audit Committee comprises of the following members as on 31^st March, 2024:

1. Mr. Sunil Hemchand Patel

2. Mr. Chandrashekar Shivalingappa Payannavar

3. Mr. Dhruv Rakhasiya

During the year under review the Audit Committee met 4 times on 21^st August, 2023, 05^th

December, 2023, 11^th December, 2023 and 01^st January, 2024 and all the members have

attended the said meetings.

b. Nomination and Remuneration Committee:

Nomination and Remuneration Committee comprises of the following members as on 31^st March, 2024:

1. Mr.Sunil Hemchand Patel

2. Mr.Chandrashekar Shivalingappa Payannavar

3. Mrs. Anjana Rakhasiya

4. Mr. Manoj Rakhasiya

During the year under review the Nomination and Remuneration Committee met 1 time on 01^st January, 2024 and all the members have attended the said meeting.

c. Stakeholders Relationship Committee:

Stakeholder Relationship Committee comprises of the following members as on 31^st March, 2024.

1. Mr. Sunil Hemchand Patel

2. Mr. Chandrashekar Shivalingappa Payannavar

3. Mr. Dhruv Rakhasiya

16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

17. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION:

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

18. RISK MANAGEMENT POLICY:

Your Company has a well-defined risk management framework in place to identify, assess the key risks and mitigate them appropriately. The Company has reviewed the major risks including risks on account of business continuity, supply chain management, third party risks, legal compliance and other risks which may affect or has effected its employees, customers and all other stakeholders from both the external and the internal environment

perspective. Basis this review, appropriate actions have been initiated to mitigate, partially mitigate, transfer, or accept the risk (if need be) and monitor such risks on a regular basis.

19. PREVENTION OF SEXUAL HARASSMENT POLICY:

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

The Board states that there were no cases or complaints filed during the year pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year 2023-24, there were no cases filed under the said Act.

20. WHISTLE BLOWER POLICY AND VIGIL MECHANISM:

The Company has in place a Whistle Blower Policy establishing a vigil mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail such mechanism and also provide for direct access to the Chairman of the Audit Committee.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

22. DEPOSITS

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

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

During the year under review, the Company has made investments and has complied with the provisions of section 186 of the Companies Act, 2013. However, during the year under review, there were no loans given or guarantees or security provided by the Company to the person or Body Corporate under Section 186 of the Companies Act, 2013.

24. RELATED PARTY TRANSACTIONS:

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

25. ANNUAL RETURN

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

(A) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

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

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

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

(A) Technology absorption-

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

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution- Many efforts towards technology absorption have been initiated and will be completed in the years to come.

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

(a) the details of technology imported- Not Applicable;

(b) the year of import - Not Applicable;

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

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

(iv) the expenditure incurred on Research and Development - NIL

(B) FOREIGN EXCHANGE EARNINGS AND OUTGO

The total Foreign Exchange transactions are as follows:

M/s. Dilip Kapadia & Co., Chartered Accountants, (Firm Registration No. 102564W) resigned as Statutory Auditor of the Company w.e.f 12^th April, 2023. M/s. Chhogmal & Co., Chartered Accountants, (FRN: 101826W) were appointed as Statutory Auditors of the Company for the F.Y 2022-2023 to fill the casual vacancy caused by the resignation of M/s. Dilip Kapadia & Co. in the Extraordinary General Meeting (EOGM) held on 11^th May, 2023 to hold the office from the conclusion EOGM until the conclusion of the ensuing Annual General Meeting (AGM).

Further, M/s. Chhogmal & Co., Chartered Accountants, (FRN: 101826W), were appointed as Statutory Auditor of the Company by the Members at the 17^th Annual General Meeting (AGM) held on 30^th September, 2023 to hold office from the conclusion of the 17^th AGM until the conclusion of the 21^st AGM of the Company to be held for the financial year 2027-28 in accordance with provisions of the Companies Act, 2013 and will continue to be Statutory Auditors of the Company till their term expires. The Company has received confirmation from Statutory Auditors that their continued appointment shall be in accordance with the criteria as provided under Section 141 of the Act.

Auditors' Observation & Report:

-In respect of remarks made by Statutory Auditor with respect to the quarterly returns or statements filed by the company with banks or financial institutions which were not in agreement with the books of accounts of the Company, the Company shall take corrective measure to avoid such discrepancies in the future.

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

Il.Secretarial Auditor:

The Company has appointed KDA & Associates, Company Secretaries as the Secretarial Auditors of the Company in accordance with the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the Financial Year 2023-24. The report of the Secretarial Auditor MR-3 for the financial Year 2023-24 is enclosed as Annexure IV to this Board's Report, which is self-explanatory. The Secretarial Audit Report does not contain any qualification, reservation and adverse remark.

III. Internal Auditor

The Company has appointed M/s. Leela Fintech Services LLP, Chartered Accountants, as the Internal Auditors of the Company under the provisions of section 138 of the Act, for conducting the internal audit of the Company for the financial year 2023-24.

IV. MAINTENANCE OF COST RECORDS:

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

28. FRAUD REPORTED BY AUDITORS:

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

29. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has maintained adequate financial control system, commensurate with the size, scale and complexity of its operations and ensures compliance with various policies, practices and statutes in keeping with the organization's pace of growth and increasing complexity of operations.

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

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

31. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

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

32. ONE TIME SETTLEMENT:

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

33. SECRETARIAL STANDARDS:

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

34. CORPORATE GOVERNANCE:

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

35. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Reporting as required under Regulation 34(2) (f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to our Company for the financial year 2023-24.

36. ACKNOWLEDGEMENTS:

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

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