Your Directors have pleasure in presenting their 20^th Annual Report on the business and
operations of the Company and the accounts for the Financial Year ended 31^st March, 2026.

1. FINANCIAL RESULTS:

2. CAPITAL STRUCTURE:> Authorized Share Capital

As on 31^st March, 2026, the Authorised Share Capital of the Company is Rs.
22,00,00,000 (Rupees Twenty-Two Crore only) divided into 1,90,00,000 (One Crore
Ninety Lakh) Equity Shares of Rs. 10/- each and 3,00,000 (Three Lakh) Preference
Shares of Rs. 100/- each.

> Paid-Up Share Capital

The paid up and Subscribed Share Capital of the Company as on 31^st March, 2026 stands
at Rs. 16,20,70,000/- divided into 1,37,07,000 Equity Shares of Rs. 10/- each and 2,50,000
15% Non-Cumulative Redeemable Preference Shares of Rs. 100/- each.

> Share Warrants

During the year under review, pursuant to the provisions of Chapter V of the SEBI (Issue
of Capital and Disclosure Requirements) Regulations, 2018 , the terms of issue of the Equity
Warrants and as per terms of in - Principle Approval received from BSE Limited (BSE) on
06th December, 2024, the Board of Directors approved the allotment of Equity Shares upon
exercise of the option for conversion of Equity Warrants into an equal number of Equity
Shares, against receipt of the balance subscription amount of 75% of the warrant issue
price.

The details of the allotments made during the financial year are as under:

• On 28^th April 2025, the Board of Directors approved the allotment of 10,00,000 (Ten
Lakh) Equity Shares of face value ?10/- each at an issue price of ?161/- per Equity Share

(including a premium of ?151/- per Equity Share) upon exercise of the option for
conversion of Equity Warrants into an equal number of Equity Shares. Further, the
equity Shares allotted were listed on 13^th June, 2025.

• On 14^th November 2025, the Board of Directors approved the allotment of 13,00,000
(Thirteen Lakh) Equity Shares of face value ?10/- each at an issue price of ?161/- per
Equity Share (including a premium of ?151/- per Equity Share) upon exercise of the
option for conversion of Equity Warrants into an equal number of Equity Shares.
Further, the equity Shares allotted were listed on 23^rd January, 2026.

The Equity Shares allotted pursuant to the aforesaid conversions rank pari passu in all
respects with the existing Equity Shares of the Company, including with respect to
dividend and other corporate benefits, if any.

3. RESERVES:

The Board of Directors have not proposed to transfer any amount to any reserves.
Therefore, entire profits of Rs. 1,186.37 lakhs earned during the Financial Year 2025-26 have
been retained in the profit and loss account for business purpose.

4. STATE OF THE COMPANY'S AFFAIR (Rs. in lakhs):

During the year under review, the Company's Revenue from Operations increased
significantly to Rs. 20,148.09/- from to Rs. 16,433.27/- in the Financial Year (FY) 2024-25.
The Net Profit also rose to Rs. 1,186.37 /- in FY 2025-26, compared to Rs. 1,079.03/- in the
previous FY 2024-25. Your Directors continue to actively explore potential products,
markets, and strategic areas of growth to steer the Company toward a stronger and more
promising future.

5. CREDIT RATING:

During the year under review, the Company obtained a credit rating from Infomerics
Valuation and Rating Limited, which assigned a "IVR BBB-/ Positive (IVR Triple B Minus
with Positive Outlook) rating to Long Term Fund- Based Bank Facilities.

Rating Reaffirmed and Outlook revised from Stable to Positive.

6. 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.

During the year under review, with a view to expanding the business operations of the
Company and exploring new business opportunities, the Board of Directors, at its meeting
held on 30^th January, 2026, approved the alteration of the Object Clause (Clause III A) of
the Memorandum of Association of the Company, subject to the approval of the
shareholders.

Subsequently, the Members of the Company approved the alteration by way of Postal
Ballot on 09^th March, 2026, by inserting Sub-clause 4 after Sub-clause 3 of Clause III A of
the Memorandum of Association.

Pursuant to the aforesaid amendment, the Company has expanded its main objects to, inter
alia, undertake the business of providing architectural, interior designing and
engineering services, including consultancy, space planning, layout design, interior
decoration, project management, turnkey interior projects, renovation works, modular
furniture solutions, 3D visualisation, maintenance and other allied architectural and
creative services for residential, commercial, industrial, hospitality, retail, infrastructure
and other establishments.

The aforesaid amendment enables the Company to diversify and expand its business
activities in line with its long-term growth strategy. There has been no change in the
existing line of business of the Company during the year, except for the expansion of the
objects as stated above.

7. DIVIDEND:

Dividend on Equity Shares: The Board of Directors has not recommended any dividend
on equity shares for the financial year ended 31^st March 2026 with a view to conserve
resources for future growth and development initiatives.

Dividend on Preference Shares: For the financial year 2025-2026, the preference
shareholders have voluntarily waived off their entitlement to the dividend payable at the
rate of 15%.

8. INFORMATION ABOUT SUBSIDIARIES/ ASSOCIATE COMPANY/ JOINT
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, United
Kingdom.

Performance of Wholly Owned Subsidiary

During the year under review, the Wholly Owned Subsidiary (WOS) reported a turnover
of GBP 126,429/-. The loss of WOS for the Financial Year 2025-26 stood at GBP 9,728/-.
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.

9. 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 material changes and commitment affecting the financial position of the company
occurring between the end of the Financial Year to which this financial statement relate
and the date of the report are as follows:

> Conversion of Warrants into Equity Shares

The Company allotted 1,00,000 Equity Shares on Wednesday, 22^nd April, 2026 upon
exercise of option for conversion of Equity Warrants into equal number of Equity Shares
against receipt of balance subscription amount of warrant issue price in accordance with
the provisions of Chapter V of the SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018 and in terms of in - Principal Approval received from BSE Limited (BSE)
on 06th December, 2024. Further, the equity Shares allotted were listed on 10^th June, 2026.

10.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.

ll.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. The
policy is available at the website link www.mcplworld.com

12.INDEPENDENT DIRECTORS:

• Declaration by 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.

• Statement regarding opinion of the Board with regard to integrity, expertise and
experience (including the proficiency) of the independent directors appointed during
the Financial Year 2025-26: During the year under review, no new Independent
Directors were inducted to the Board.

13. 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 non¬
compliance with any of the provisions of the Act and as stipulated in Section 164 of the
Companies Act, 2013.

14. EVALUATION OF BOARD'S PERFORMANCE:

Pursuant to the provisions of the Companies Act, 2013 and Nomination and Remuneration
Committee, 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.

15. 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 Non-Executive 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. Anjana Manoj Rakhasiya (DIN: 00116276), liable to retire by rotation, being eligible,
was re-appointed by the members of the Company at the Annual General Meeting of
the Company held on 29^th September, 2025.

> Mr. Dhruv Rakhasiya (DIN: 03256246) is liable to retire by rotation at the ensuing 20th
AGM and being eligible, has offered himself for re-appointment as a Director liable to
retire by rotation. Accordingly, the re-appointment is being placed for the

approval of the Members at the ensuing AGM.

16. BOARD AND BOARD COMMITTEES:

During the year under review, the Board met 9 (Nine) times on 28^th April, 2025, 22^nd May,
2025, 24^th June, 2025, 25^th July, 2025, 21^st August, 2025, 14^th November, 2025, 17^th December,
2025, 30^th January, 2026 and 23^rd March, 2026.

The Company has formulated following Committees in line with the legal and regulatory
requirements:

a. Audit Committee:

Audit Committee comprises of the following members as on 31^st March, 2026:

1. Mr. Sunil Hemchand Patel

2. Mr. Chandrashekar Shivalingappa Payannavar

3. Mr. Dhruv Rakhasiya

During the year under review the Audit Committee met 5 (Five) times on 28^th April,
2025, 22^nd May, 2025, 21^st August, 2025, 14^th November, 2025 and 30^th January, 2026 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
31st March, 2026:

1. Mr. Sunil Hemchand Patel

2. Mr. Chandrashekar Shivalingappa Payannavar

3. Mrs. Anjana Rakhasiya

During the year under review the Nomination and Remuneration Committee met 2
(Two) times on 22^nd May, 2025 and 21^st August, 2025 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, 2026.

1. Mr. Sunil Hemchand Patel

2. Mr. Chandrashekar Shivalingappa Payannavar

3. Mr. Dhruv Rakhasiya

17. 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'.

18. 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.

19. RISK MANAGEMENT:

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.

20. PREVENTION OF SEXUAL HARASSMENT POLICY AND DISCLOSURE UNDER
THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

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 policy is available at the
website link www.mcplworld.com

The Board states that there were no cases or complaints filed during the year under review
pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. The disclosure under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 is as below mentioned:

a. Number of Sexual Harassment Complaints received: NIL

b. Number of Sexual Harassment Complaints disposed off: NIL

c. Number of Sexual Harassment Complaints pending beyond 90 days: NIL

21. MATERNITY BENEFIT ACT, 1961:

We recognize the importance of supporting our employees during significant life events,
including parenthood. As part of our ongoing efforts to enhance our employee welfare
policies, we are actively reviewing and considering steps to align with best practices in this
area. We are committed to fostering an inclusive and supportive workplace for all
employees.

22.EMPLOYEES DETAILS AS ON THE CLOSURE OF FINANCIAL YEAR:

The details of employees engaged with the Company as of 31st March, 2026, are provided
below:

23. 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. The policy is available at the website link www.mcplworld.com.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In accordance with the provisions of Section 135 of the Act read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014 (as amended from time to time), the
Net Profit of the Company exceeds Rs. 5 Crore in the immediately preceding Financial Year
(FY) i.e FY 2024-25 and hence, the said provisions are applicable to the Company during
the FY under review.

As the amount to be spent under these provisions does not exceed Rs. 50 Lakhs and
Company was not required to constitute CSR Committee and therefore, the functions of
such committee shall be discharged by Board of Directors.

The CSR Policy of the Company is in compliance with the requirements of Section 135 of
the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy)
Rules, 2014.

The details of the Annual Report on CSR Activities is annexed herewith as "Annexure -
IV" and the CSR Policy of the Company is made available on the Company's corporate
website at https://mcplworld.com/uploads/investor corner/3854 CSR Policy.pdf

25. 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.

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

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

27. 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.

28. 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

29. CON SERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS & OUTGO:(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;

(B) 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- The adoption and absorption of advanced technologies
enhanced durability and improved the performance of the products.

(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

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

The total Foreign Exchange transactions are as follows (Rs. in Lakhs):

30.AUDITORS & AUDIT REPORT:A. Statutory Auditor

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 for a period of 5 (Five) years to hold office from the
conclusion of the 17^th AGM until the conclusion of the 22^nd 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.

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.

B. Secretarial Auditor:

The Company had appointed HRU & 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 2025-26. The report of the
Secretarial Auditor MR-3 for the financial Year 2025-26 is enclosed as "Annexure V" to this
Board's Report, which is self-explanatory. The Secretarial Audit Report does not contain
any qualification, reservation and adverse remark.

C. Internal Auditor:

The Company had appointed M/s. Dilip Kapadia & Co., Chartered Accountants, as the
Internal Auditors of the Company in accordance with the provisions of section 138 of the
Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules, 2014, for
conducting the internal audit of the Company for the Financial Year 2025-26.

D. Cost Auditor:

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.

31. 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.

32. 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.

33.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.

34. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016, DURING THE FINANCIAL YEAR
ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

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

35. 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.

36.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.

37. 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.

38. 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 2025-26.

39. 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.

For and on behalf of
Manoj Ceramic LimitedDhruv Manoj Rakhasiya Manoj Dharamshi Rakhasiya

Managing Director Director

DIN: 03256246 DIN: 00116309Date: 25^th August, 2026
Place: Mumbai