Murudeshwar Ceramics Ltd

Dear Members,

The Board of Directors of your company have pleasure in presenting 42nd (Forty Second) Annual Report on the business and operations of your Company along with the audited standalone and consolidated financial statements for the financial year ended March 31, 2025.

The financial highlight/ results on standalone and consolidated financial statements of the company during the year under review as under:

The Company's performance during the year ended March 31, 2025 in comparison with the year ended March 31, 2024 is summarized as follows:

Total income was Rs. 20776.90 lakhs in financial year 2024-25 as compared to Rs. 19075.22 in financial year 2023-24. Profit before exceptional items and tax was Rs. 1194.95 lakhs in financial year 2024-25 as compared to Rs. 1148.90 in financial year 2023-24.

Profit for the year attributable to shareholders of the Company was Rs. 960.24 lakhs in financial Rs. 497.06 lakhs in financial year 2023-24.

Standalone:

Total income was Rs. 20776.90 lakhs in financial year 2024-25 as compared to Rs. 19075.22 in financial year 2023-24. Profit before exceptional items and tax was Rs. 1194.95 lakhs in financial year 2024-25 as compared to Rs. 1148.90 in financial year 2023-24.

Profit for the year attributable to shareholders of the Company was Rs. 968.73 lakhs in financial year 2024-25 as compared to Rs. 486.07 lakhs in financial year 2023-24. 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 audited consolidated Balance Sheet as at 31^st March, 2025, 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.

During the year under review your company has incurred a capital expenditure of Rs. 225.03 lakhs which comprises of Rs. 75.13 lakhs in in Plant and Machinery, Rs. 8.48 lakhs in Computers, Rs. 25.25 lakhs in Office Equipment, Rs. 9.75 lakhs in Furniture & Fixtures, Rs. 0.00 lakhs in vehicles, Rs. 10.68 Leasehold improvements and Rs. 95.73 lakhs in Right to use.

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. For the financial year ended March 31, 2025 your company has Rs.67.87 lakhs in account of cash and cash equivalents.

The Basic Earnings per Share has increased from 0.84 of previous year to 1.60 on Standalone basis and from 0.86 of previous year to 1.59 on Consolidated basis for the financial year 2024-25.

Based on the Company's performance, the Board of Directors of your Company recommends a final dividend of Rs.0.50 per equity share (5%) of Rs.10 each, subject to the approval of the Members in ensuing AGM for the financial year 2024-25. In terms of Ind AS 10, events after the reporting period as notified by the Ministry of Corporate Affairs, the proposed dividend is not recognised as liability as on March 31, 2025.

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 prescribed rates as per the Income-tax Act, 1961. For more details, please refer to note 27 in the notice portion.

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

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

As per the applicable provisions of the Companies Act 2013, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules 2016 (‘the Rules'), 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 financial year 2024-25 under review no amount of unpaid or unclaimed dividend is pending for seven consecutive years or more.

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.

The Company's market strategies are based on the sentiment of its customers. Promoting tiles effectivelyrequires a mix of traditional and modern marketing strategies to reach both professional buyers (like architects and contractors) and end consumers. Here are some sales promotional activities the Company has taken up like Trade Shows and Exhibition, Product Samples and Mock-ups, Discounts and Offers, Partnerships and Collaborations, Advertising, Educational Workshops and Webinars, Educational Workshops and Webinars, Customer Testimonials and Case Studies, and Point-of-Sale Promotions.

The Company has dedicated Research & Development (R & D) wing which harness the powers of cutting-edge technology to deliver something that enhances its customers' comfort life. R & D wing of the Company ensure that what you get is fit for today and ready for tomorrow. Every new product developed here is stringently checked for its quality, right from the raw material stage itself to meet international standards and certification requirements.

Your Company does not have any holding, Subsidiary and Joint Venture with other Company. 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 Company's Associates is annexed in the prescribed format of Form AOC-1 in Annexure - 1.

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

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

The Risk Management Policy encompasses practices relating to the identification, analysis, evaluation, treatment, mitigation and monitoring of the strategic, operational, and legal and compliance risks to achieving our key business objectives. 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 Company's website at www.naveentile.com also. The Audit Committee of the company has an additional oversight in the area of financial risks and controls.

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 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 as of March 31, 2025.

Shri Naveen Rama Shetty (00058779), 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 reappointments in the ensuing Annual General Meeting.

Shri Vishwanath Shetty (10694435): The Board of Directors at its meeting held on 01.08.2024 has appointed Shri Vishwanath Shetty as an additional Director in the capacity of Independent Director and thereafter, the Company has obtained members' approval at 41st AGM held on 21st September, 2024 for his appointment as an Independent Director.

Shri Vittal Kadekar Menaka Shetty (DIN: 10695560): The Board of Directors at its meeting held on 01.08.2024 has appointed Shri Vittal Kadekar Menaka Shetty as an additional Director in the capacity of Independent Director and thereafter, the Company has obtained members' approval at 41st AGM held on 21st September, 2024 for his appointment as an Independent Director.

Smt. Shakunthala Shetty (DIN: 10704086): The Board of Directors at its meeting held on 01.08.2024 has appointed Smt. Shakunthala Shetty as an additional Director in the capacity of Independent Director and thereafter, the Company has obtained members' approval at 41st AGM held on 21st September, 2024 for her appointment as an Independent Director.

Shri Annappayya (DIN: 03558522) w.e.f. 30.09.2024, Shri Sankappa K Shetty (DIN: 00894366) w.e.f. 30.09.2024, Dr. S. S. Hiremath (DIN: 02272897) w.e.f. 30.09.2024 and Smt. Sarvani Alva (DIN: 06896403) w.e.f. 19.08.2024 have completed their tenure of 10 years (5+5) being as an Independent Director on the Board of the Company.

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

The Company has received Disclosure of Interest in form 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 164(2) and rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014. Further, all the Independent Directors has submitted their confirmation confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and Regulations 25 of the SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015.

The Board of directors has carried out an annual performance evaluation of its own performance, Board's Committees and the individual directors including the Chairman which include criteria for performance evaluation of the non-executive directors and executive director in terms of the Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable provisions of the Companies Act, 2013 and rules made thereunder. The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

Further, 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.

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 sharpen their reskill and making them more valuable for the Company.

The total numbers of employees during the year under review were 309. 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.

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

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:

The Company is committed towards conservation of energy and climate action which is reaffirmedin its Environmental Sustainability policy. 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.

In terms of the provisions of Section 178(3) of the Companies Act, 2013 and the applicable regulations of the SEBI (LODR) Regulations 2015, the Board has adopted the Policy on Board Diversity and Remuneration Policy for Directors, Key Managerial Personnel, and other employees of the Company.

The Nomination and Remuneration Committee (NRC) is responsible for formulating the policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees and the criteria for determining qualification, positive attributes, recommendation for appointment of KMPs and Directors to the Board and also independence of a directors. The policy is available on the company's website at www.naveentile.com.

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 42nd AGM. All Related Party Transactions were approved by the Audit Committee and all related party transactions, that were entered into during the financial year were on arm's length basis and were in the ordinary course of business. The disclosure of Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is given in Annexure-4.

In terms of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has duly constituted a Corporate Social Responsibility (CSR) Committee of the Board of Directors and also has formulated a CSR Policy, 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 Company's website at www.naveentile.com. The Statement of CSR forthefinancialyear 2024-25 has been appended hereto and forms part of this Report as Annexure-5.

In terms of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 the Company has not accepted any deposits for the financial year ended March 31, 2025.

During the year under review no orders were passed by any Courts or Tribunals impacting the going concern status and company's operations in future.

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, 2025.

During the financial year ended March 31, 2025 under review no such events occurred.

In terms of the Section 186 of the Companies Act, 2013 the Company, during the year under review, has provided an additional Guarantee of Rs.100.00 Crore to the lenders on behalf RNS Infrastructure Limited jointly with other guarantors to the extent aggregating to Rs. 450.00 Crores and the details of investments, securities and loans if any, are provided in the schedules to the financial statements.

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, 2025 is available on the Company's website on https://www. naveentile.com/investor-relation.

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 be held in the year 2029 in terms of the section 139(1) of the Companies Act, 2013.

The Statutory Auditors of the Company has not reported any fraud as specifiedunder 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 for the financial year 2024-25.

The Ind AS are prescribed under Section 133 of the Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and the Companies (Indian Accounting Standards) Amendment Rules, 2016. The Company has prepared it financial statements in accordance with Indian Accounting Standards (Ind AS), as per the provisions of the Companies Act, 2013 and guidelines issued by SEBI.

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 to undertake the secretarial audit of the Company for the financial year 2024-25. The Secretarial Audit Report is appended hereto and forms part of this Report as Annexure-6.

The Company complies with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India from time to time.

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 for the year ended March 31, 2025.

In terms of the provisions of Section 138 of the Companies, 2013 and rules made thereunder the Company has appointed M/s. S B Shetty & Co., (Firm Registration No. 003824S), as the Internal Auditor of your company for the year ended March 31, 2025.

In terms of Section 182 of the Companies Act, 2013, the Company has not made any political contribution to any political parties during the financial year 2024-25.

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, with respect to disclosure/ declaration/ representation received from the directors and taken on record by the Board of Directors, as on March 31, 2025. The above said Certificate is appended hereto and forms part of this report as Annexure-7.

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.

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws, 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 2024-25 forming part of this report, has been given under separate section in this Annual Report.

The Corporate Governance Report 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 the relevant provisions 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 for the financial year ended March 31, 2025 is annexed with this report.

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.

The Company has a Whistle Blower Policy with the necessary vigil mechanism for directors and employees in conformation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behaviour. This Policy is available on the Company's website at www.naveentile.com.

The Company has zero tolerance policy for sexual harassment at workplace. In terms of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act') and Rules made thereunder the Company has complied with provisions relating to the constitution of Internal Complaints Committee and has taken appropriate action for the safeguard of its employees.

In terms of Sec.134 (5)(c) of the Companies Act, 2013 the Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of fraud, error-reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

The Company has conducted a Familiarisation program with a view to familiarize the Independent Directors with the nature of the industry in which the Company operates, business model of the Company and roles, rights, responsibilities of independent directors in terms of regulations 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and all new independent directors inducted into the Board has attended the program.

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

The Company has not raised any fund through Preferential allotment and thus Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is not applicable for the year ended March 31, 2025.

In terms of Regulation 9(1) of SEBI (Prohibition of Insider Trading) Regulations, 2015 as the Board has laid down Internal Code of Conduct for Prevention of Insider Trading in dealing with Securities of the Company and to regulate, monitor and report of trading by its designated persons and immediate relatives of designated persons. All Directors and the designated employees have confirmed compliance with the Code. Further, in terms of regulation 3(5) and 3(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015 a Software has been installed to strengthen the internal controls for monitoring & enforcing compliance with the Insider Trading Code.

Your Company is committed to maintaining a robust cybersecurity program that protects information assets, including those of our customers, partners, and employees from phishing attacks. Your Company recognize that cybersecurity is a shared responsibility, and encourage all stakeholders to actively participate in upholding our security standards. During the year under review there is no such incident happen for breach of data.

The financial statements are prepared in accordance 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 Company's Internal Financial Controls were adequate and effective during the financial year 2024-25 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, confirmthat: 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 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 places on record its thanks to its customers, vendors, investors, bankers, financial institution, employees, and all other Stakeholders for their continued support during the year. The Board places on record an appreciation of the contribution made by the employees at all levels as the Company consistent growth was made possible only by their hard work, solidarity, cooperation, and support.

Further, the Board take this opportunity to extend their deep sense of gratitude to the Central and State Governments and their departments and the Local Authorities for their continued support, we are deeply grateful for the confidenceand faith that you have always reposed in us.