Manoj Ceramic Ltd

Manoj Ceramic Ltd closes trading window from 01st October, 2026 for consideration of Unaudited Financial Results for the half year on 30th September, 2026; the trading window will open at the expiry of forty-eight hours after declaration of unaudited financial results for the half year ending 30th September, 2026.

AGM Details

• AGM held on 22 September 2026 at 3:00 PM IST via VC/OAVM.
• Cut-off date for voting: 15 September 2026; remote e-voting 19–21 September 2026.
• Total shareholders on record: 379; attendance via VC/OAVM noted.

Resolutions Put to Vote

• Item 1: Ordinary - adopt standalone financial statements for year ended 31 March 2026.
• Item 2: Ordinary - adopt consolidated financial statements for year ended 31 March 2026.
• Item 3: Ordinary - reappoint director retiring by rotation.
• Item 4: Special - remuneration to Executive Director (Drahamsi Rakhasiya).
• Item 5: Special - remuneration to Executive Director (Aakash Manoj Rakhasiya).
• Item 6: Special - remuneration to Non-Executive Director (Anjana Manoj Rakhasiya).

Voting Results

• Item 1: Passed; 100% in favour.
• Item 2: Passed; 100% in favour.
• Item 3: Passed; 84.01% in favour.
• Item 4: Passed; 76.26% in favour.
• Item 5: Passed; 87.77% in favour.
• Item 6: Passed; 32.06% in favour.

Dividend

• Dividend: No dividend proposed or declared.

Director Changes

• Reappointment by rotation: Director Dhruv Rakhasiya offered re-appointment.

Auditors

• Auditors: No change in statutory auditors disclosed.

Material Related Party Transactions

• Remuneration approvals to directors treated as related party transactions.

Other Material Approvals

• Remuneration approvals; no other major actions disclosed.

Rating Action

• ACUITE BBB | Stable assigned to Manoj Ceramic's bank facilities.

Instrument & Amount

• Instrument: Cash Credit and Proposed Long Term Bank Facilities.
• Total quantum: Rs 50 crore.

Lenders & Regulator

• Lenders: Axis Bank Rs 30 crore and Indian Bank Rs 14.5 crore.
• Regulator: RBI.

Outlook & Rating Details

• Rating: ACUITE BBB | Stable; Long-term rating assigned.

Term & Validity

• Rating letter dated Sep 22, 2026; expires Aug 10, 2027.

Financing Details

• Total facilities outstanding: Rs 50 crore.

AGM details

• AGM held on 22 September 2026 at 3:00 PM IST via VC/OAVM.
• Remote e-voting window: 19–21 Sept 2026; cut-off for voting rights: 15 Sept 2026.
• Meeting concluded at 3:14 PM; e-voting remained open for 15 minutes after.

Key resolutions

• Ordinary: Adopt standalone financial statements for year ended March 31, 2026.
• Ordinary: Adopt consolidated financial statements for year ended March 31, 2026.
• Ordinary: Re-appoint director retiring by rotation.
• Special: Approve remuneration for Executive Director Manoj Dharamshi Rakhasiya.
• Special: Approve remuneration for Executive Director Aakash Manoj Rakhasiya.
• Special: Approve remuneration for Non-Executive Director Anjana Manoj Rakhasiya.

Voting results

• Results pending; to be announced within two working days and displayed on company and Purva sites.

Directors and auditors

• Statutory Auditor: M/s Chhogmal & Co.; Secretarial Auditor: M/s HRU & Associates.
• Auditors' reports submitted; no qualifications reported.

Resolutions & key terms

• Item 1: Special resolution to convert NCRPS to CCPS for 1,00,000 shares at Rs 100 each.
• CCPS carry 15% non-cumulative dividends and convert into equity within 18 months.
• Promoter allottee Item 1: Manoj Dharamshi Rakhasiya; 1,00,000 CCPS issued; 1,00,000 equity on conversion.
• Item 2: Special resolution to convert 1,50,000 NCRPS into 1,50,000 CCPS for promoters.
• Conversion price: Rs 100 per equity share; CCPS convert into equity at Rs 100 with Rs 90 premium.
• CCPS to be dematerialized; lock-in as per ICDR Regulations.
• No voting rights for CCPS holders; preferential allotment to promoters.
• No change in control anticipated after NCRPS to CCPS variation.
• Consent of NCRPS holders Manoj and Dhruv received for variation.

Impact on shareholding

• Post-issue promoter stake rises to 54.23% if all CCPS convert.
• Post-issue equity shares: 1,40,57,000.
• Total public shareholding becomes 45.77%.
• Warrants converted earlier in 2026 increased promoter stake.
• Post-issue counts depend on regulatory approvals.

Timing & price governance

• CCPS allotment to be completed within 15 days of approvals.
• Equity shares to be issued within 15 days of CCPS conversion.
• Relevant date for price floor: 15 September 2026.
• CCPS and equity are dematerialized; lock-ins apply.

Transaction details

• 1,00,000 NCRPS converted to 1,00,000 CCPS at Rs 100 each (Rs 90 premium).
• 1,50,000 NCRPS converted to 1,50,000 CCPS; promoters Manoj Dharamshi Rakhasiya and Dhruj Manoj Rakhasiya.
• Total CCPS issued: 2,50,000, convertible into 2,50,000 equity shares of Rs 10.
• Conversion period: up to 18 months from allotment.

Allottees

• Tranche 1 CCPS issued to Manoj Dharamshi Rakhasiya: 1,00,000.
• Tranche 2 CCPS issued: Manoj Dharamshi Rakhasiya 1,30,000; Dhruj Manoj Rakhasiya 20,000.

Consideration and price

• Nature of consideration: not cash (conversion of existing NCRPS).
• Issue price: Rs 100 per CCPS, including Rs 90 premium.
• Face value Rs 100; equity conversion price not lower than regulatory price rules.

Post-issue holdings

• Promoter group: pre 53.4% (7,372,800); post 54.2% (7,622,800).
• Public: pre 46.6% (6,434,200); post 45.8% (6,434,200).

Approvals and process

• EGM scheduled for 15 Oct 2026 to obtain shareholder approval.
• Preference Shareholder consent letters obtained.
• Scrutinizer appointed: Rawal & Co. for remote e-voting.

Meeting Details

• Board meeting scheduled for September 16, 2026; time and venue not disclosed.

Key Agenda Items

• Consider variation of 15% Non-Cumulative Redeemable Preference Shares into 15% Compulsory Convertible Preference Shares and equity on conversion.
• Any other item with the Chair's permission.

Other Notes

• Trading window closed for directors, promoters, designated and connected persons and relatives from Sep 10–18, 2026.
• Notice of meeting available on company and BSE websites.

Financial performance

• Consolidated revenue from operations: ₹202.62 crore.
• Total income (consolidated): ₹202.99 crore.
• EBITDA (consolidated): ₹24.88 crore; margin 12.26%.
• PAT (consolidated): ₹12.01 crore; PAT margin 5.92%.
• Debtor days improved to 111 from 161.
• Long-term borrowings reduced to ₹13.89 crore (standalone).
• Revenue growth (YoY): 23.4% (consolidated).
• Dubai Display Centre opened in Aug 2025.
• Retail footprint: six showrooms, 1,26,500 sq ft.
• MCPL Studio AI platform improved CAC by 20-25% and conversion by 25-40%.
• Export focus: GCC and Africa expansions ongoing.

Capital structure & capital allocation

• Authorized share capital: ₹22 crore; paid-up capital: ₹16.21 crore.
• Equity warrants converted: 23 lakh new shares in FY26.
• Dividends: no equity dividend for FY26; preference dividend waived.
• Outstanding promoter warrants: 1,00,000 still unconverted.
• IPO/private placement receipts utilised for working capital and general corporate purposes.
• ROE: 9.67%; Debt-Equity: 0.51; Current ratio: 2.47.

Operations, geography & product strategy

• Product portfolio expanded to 1,000+ SKUs; premium ranges launched.
• Dubai Display Centre operational; GCC gateway.
• MCPL Studio with WhatsApp automation and CRM integration.
• Upper Thane facility operational; supports backward integration.
• Geography: India revenue ₹18,092.36 lakh; UK ₹148.76 lakh.
• Export share targeted to double-digit revenue in 3 years.
• Six premium showrooms; Pune warehouse operational; Nagpur hub under commissioning.

Governance & risk management

• Board meetings: 9; Audit Committee: 5 meetings; N&R Committee: 2.
• Remuneration proposed: MD ₹21L; ED ₹18L; NED ₹21L (2026-28).
• Remuneration approval period: 1 Apr 2026 to 7 Jun 2028.
• Related party transactions were in ordinary course; at-arm's length.
• Secretarial audit: no qualifications; internal controls adequate.
• Whistle-blower policy in place; no complaints.

CSR & sustainability

• CSR spend: ₹20.00 lakh; focus on Vocational Training for Reaching the Unreached.
• CSR policy hosted on MCPL website.

Subsidiaries & related party disclosures

• Wholly owned UK subsidiary: MCPL Ceramic Limited; 2026 turnover GBP 126,429; loss GBP 9,728.
• Consolidated results include UK subsidiary; intercompany balances disclosed.
• Related party remuneration and loans disclosed; material balances with directors and relatives.
• Trade receivables with MCPL Ceramic Limited (UK) shown separately.

Audit & controls

• Statutory and secretarial audits conducted; no material fraud reported.
• Internal financial controls deemed adequate; independent audit on FC controls completed.
• Management representations confirm going concern and compliance with applicable laws.