Dear Shareholders,

The Board of Directors of your Company has pleasure in presenting their 34th Directors Report on the business and operations of the Ravileela Granites Limited together with the Annual Audited Financial Statements for the Financial Year ended 31st March 2024.

The Company has prepared financial results in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) prescribed under Section 133 of the Companies Act, 2013.

The financial performance of the Company for the financial year ended 31st March 2024 is summarized below:

(Rs. In Crore)

The Audited Financial Statements of your Company as on 31st March, 2024, prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and provisions of the Companies Act, 2013 ("the Act"), forms part of this Annual Report.

• During the financial year ended on 31st March 2024, the Company's total income increased by 6%, from Rs. 2,960.76 lakhs in the previous financial year to Rs. 3,147.30 lakhs. The total net loss incurred by the Company has decreased by 63.54%, from Rs. 164.61 Lakhs in the previous financial year to Rs. 60.04 lakhs.

• Exports have increased by approximately 6.35% i.e. Rs. 3,141.98 Lakhs as compared to Rs. 2,953.65 Lakhs in the previous year.

• Finance cost of the Company during the period under review has been decreased by approximately 19.05%.

Unless as provided elsewhere in this Report, there were no significant material changes and commitments affecting financial position of the Company between 31st March 2024 and as on the date of this report.

There was no change in the nature of business of the Company during the financial year.

The Authorized Share Capital of the Company stands at Rs. 12,00,00,000/- divided into 1,20,00,000 equity shares of Rs. 10/- each.

The issued share capital of the Company is Rs. 10,58,60,000/- divided into 1,05,86,000 equity shares of Rs. 10/- each.

The Paid-up Share Capital stands at Rs. 10,58,60,000/- divided into 1,05,86,000 equity shares of 10/- each.

There was no change in the share capital of the Company during the Financial Year.

During the year under review the Company has incurred a loss of Rs. 60.04 Lakhs and the loss component has been transferred to the retained earning reserve account.

During the financial year under review, the Company has incurred losses, therefore no dividend has been recommended by the Board.

The Board of Directors duly met 5 (Five) times on 30th May 2023, 14th August 2023, 14th November 2023, 14th February 2024 (2 meetings were held on the same day) in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

During the financial year under review the Company has not accepted any deposits in pursuance of Chapter V Companies (Acceptance of Deposits) Rules, 2014.

There were no significant material orders passed by regulators, courts, tribunals, impacting the going concern basis of the Company.

As of March 31, 2024, your Company’s Board had 5 members comprising of one (1) Executive Director, one (1) Non-Executive and Non-Independent Director, and three (3) Independent Directors including one Woman Director. The details of Board and Committee composition, tenure of directors, and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

In terms of the requirement of the SEBI Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of the Company’s business for effective functioning. The key skills, expertise and core competencies of the Board of Directors are detailed in the Corporate Governance Report, which forms part of this Annual Report.

During the year under review, following changes took place in the Directorships and Key Managerial Personnel:

Mr. Sohrabh Chinoy Kersasp (DIN: 03300321), on recommendation of Nomination and Renumeration Committee were appointed as Additional Directors of your Company w.e.f. 14th February 2024. The appointment was approved by the shareholders by passing special resolutions via postal ballot on 11th May 2024.

Mr. Sreeramakrishna Grandhi (DIN: 06921031) ceased to be Director of the Company w.e.f. 31st July 2023 on account of his sad demise. Mr. Sreeramakrishna Grandhi’s unexpected demise will be an irreparable loss to the Company. All the Directors and employees express their deep sympathy, sorrow and condolences to his family.

Mr. Musaligari Mohan Reddy (DIN: 02525646) ceased to be Director of the Company w.e.f. 31st March 2024 on account of his completion of two consecutive term as a Non-Executive & Independent Director.

The Board places on record the deep appreciation for valuable services and guidance provided by the outgoing Directors, during their tenure of Directorship.

Pursuant to provisions of Section 152 of the Companies Act, 2013 read with rules made thereunder and Articles of Association of your Company, Mr. Parvat Srinivas Reddy (DIN: 00359139), Director is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for reappointment.

The Board recommends the re-appointment of Mr. Parvat Srinivas Reddy as Director for your approval. Brief details as required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided in the Notice of AGM.

Your Company has received declarations from all the Independent Directors of your Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

As on the date of this report, the following are Key Managerial Personnel ("KMPs") of the Company as per Sections 2(51) and 203 of the Act:

• Mrs. Parvatha Samantha Reddy, Whole-time Director and Chief Financial Officer

• Mr. B. Venkateshwara Rao, Chief Executive Officer

• Mrs. Kishwar Fatima, Company Secretary and Compliance Officer

The report on Corporate Governance as per Regulation 34(3) read with Schedule V of the SEBI (LODR) Regulations, 2015 is included as a part of this Annual Report. The requisite certificate from R & A Associates, Company Secretaries, confirming the compliance with the conditions of Corporate Governance is annexed to the report on Corporate Governance. (Annexure-I).

Management discussion and analysis report as stipulated under Regulation 34 read with Schedule V, Part B of SEBI (LODR) Regulations, 2015 is presented in a separate section forming part of the Annual Report.

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the schedule IV of the Companies Act, 2013 and the corporate governance requirements as prescribed by SEBI Listing Regulations.

The Directors evaluation was broadly based on the parameters such as understanding of the Company’s vision, objective, skills, knowledge and experience, participation and attendance in Board/ Committee meetings; governance and contribution to strategy; interpersonal skills etc.

The Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as evaluation of the working of its Board Committees. A structured questionnaire was prepared covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board Culture, execution and performance of specific duties, obligations and governance.

A meeting of the Independent Directors was also held which reviewed performance of Non-Independent Directors, performance of the board as a whole after taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the board, its committees and Individual Directors was also discussed. Performance evaluation of Independent Directors was carried out on parameters such as Director upholds ethical standards of integrity, the ability of the Director to exercise objectivity and independent judgment in the best interest of the Company, the level of the confidentiality maintained. The Directors expressed their satisfaction with the evaluation process.

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

The Board found the evaluation satisfactory and no observations were raised during the said evaluation in current year as well as in the previous year.

As required pursuant to section 92(3) and section 134(3)(a) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Amendment Rules, 2021, the Company has uploaded a copy of the Annual Return as on 31st March, 2024 on the website of the Company and the web link for the same is Web Link: http://ravileelagranites.co/ Annual%20Return.html

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarize with the Company’s procedures and practices.

The Company endeavors, through presentations at regular intervals to familiarize the Independent Directors with the strategy, operations and functioning of the Company. Site visits to various plant locations were organized during the year under review for the Directors to enable them to understand the operations of the Company.

The Independent Directors also met with senior management team of the Company in formal/ informal gatherings. The details of such familiarization programmes for Independent Directors in terms of provisions of Regulation 46(2)(i) of the Listing Regulations are posted on the website of the Company a n d c a n b e a c c e s s e d a t h t t p : / / r a v i l e e l a g r a n i t e s . c o / Familiarity_programme.pdf

Your Company has formulated the nomination and remuneration policy ("NRC Policy") for its Director, Key Managerial Personnel and other Employees of the Company. This policy sets out the guiding principles for Nomination and Remuneration Committee of the Company for recommending to the Board, the appointment and remuneration of the Directors, Managerial Personnel, Senior Management and other employees of the Company. The policy also includes criteria determining qualifications, positive attributes, independence of a Director and other matters provided under sub section (3) of section 178 and Regulation 19(4) read with Schedule II of the SEBI Listing Regulations.

The NRC policy is available for the stakeholders on the website of the C o m p a n y a n d t h e s a m e i s a c c e s s i b l e a t w e b l i n k : http://ravileelagranites.co/Nomination%20&%20Remuneration%20Poli cy.pdf

Pursuant to the provisions of section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI Listing Regulations, a Vigil Mechanism or ‘Whistle Blower Policy’ for directors, employees and other stakeholders to report genuine concerns has been established. The Company has built a reputation for doing business with honesty and integrity over the years and has shown zero tolerance for any sort of unethical behavior or wrongdoing. The Audit Committee reviews the functioning of the Whistle Blower mechanism on a quarterly basis. During the year under review, no instance has been reported under this policy. Whistle-blower Policy and Code of Business Conduct have been hosted o n t h e w e b s i t e o f t h e C o m p a n y . W e b l i n k : http://ravileelagranites.co/Vigil%20Mechanism.pdf

The Board on the recommendation of the Nomination & Remuneration Committee framed a policy on Board Diversity as required Regulation 19(4) read with Part D of Schedule II of the SEBI Listing Regulations and the same has been hosted on the website of the Company. Weblink: http://ravileelagranites.co/Board%20Diversity%20Policy.pdf

Risk Management is an integral part of our strategy for stakeholders’ value enhancement and is embedded in to governance and decision-making process across the Organization. The Company has in place the Risk Management Policy to ensure effective responses to strategic, operational, financial and compliance risks faced by the Organization.

As per Risk Management Policy all the risks are discussed in detail with the concerned functional heads to identify, evaluate, mitigate, monitor and minimize the identifiable business risk in the Organization. The Risk Management Committee meets periodically to identify new business risk, assess and deliberate on the key risks and adequacy of mitigation plan. Key risks and mitigation measures are summarized in Management Discussion and Analysis section of the Annual Report.

Your Company has formulated a Policy pursuant to Regulation 9 and 30(4) of the SEBI Listing Regulations on Preservation of the documents to ensure safekeeping of the records and safeguard the documents from getting manhandled, while at the same time avoiding superfluous inventory of documents.

The Policy is framed in accordance with the requirements of the Regulation 30 of SEBI Listing Regulations. The objective of the Policy is to determine materiality of events or information of the Company and to ensure that such information is adequately disseminated in pursuance with the Regulations and to provide an overall governance framework for such determination of materiality.

All Related Party Transactions are entered during the Financial Year are in compliance to the provisions of law, the Policy on Materiality of and dealing with Related Party Transactions and were entered with the approval of Audit Committee, Board. All related party transactions were on arm's length basis and in ordinary course of business. There were no related party transactions which could be considered material (based on the definition of material transaction as mentioned under explanation to sub Regulation (1) of Regulation 23 of the SEBI Listing Regulations).

The Related Party Transactions Policy as approved by the Board is hosted on the Company’s website i.e http://ravileelagranites.co/ Related%20party%20policy.pdf

The Board of Director has adopted the Insider Trading Policy in accordance with the requirement of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading policy of the Company lays down guidelines & procedures to be followed, and disclosures to be made while dealing with the shares of the Company, as well as the consequences of the violations. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain highest ethical standards of dealing in Companies shares.

The Insider Trading policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for preventing insider trading, same is available on the Company’s website http://ravileelagranites.co/ PIT%20Policy.pdf

In pursuance of Section 134(5) of the Companies Act, 2013, the Directors hereby confirm 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 have 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 as on 31st March 2024 and Profit and Loss Statement 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 for the financial year 31st March 2024 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.

The Company has no subsidiaries, joint ventures or associate companies during the financial year under review.

Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the improved performance of the Company.

None of the employees are drawing Rs. 8,50,000/- and above per month or Rs. 1,02,00,000/- and above in aggregate per annum, the limits prescribed under Section 197(12) of the Companies Act, 2013 read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014.

The details pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the list of top ten employees in terms of remuneration drawn is annexed herewith this report (Annexure-III).

There were no frauds reported by the auditors as per Section 143(12) of the Companies Act, 2013.

M/s. K Vijayaraghavan & Associates LLP, Chartered Accountants (ICAI Firm Registration Number S200040) have carried out the Statutory Audit of the Company for the Financial Year 2023-24 and the Report of the Statutory Auditor forms part of the this Report. The Statutory Auditors have not raised any qualification, observations or adverse remarks in their report. There were no frauds reported by the Statutory Auditors under the provisions of Section 143 of the Companies Act, 2013.

The members of the Company in accordance with provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder had passed a resolution in the AGM held on 29th September 2022 for appointment .

M/s. K Vijayaraghavan & Associates LLP, Chartered Accountants were appointed by Board as Statutory Auditors of the Company, which has been approved by shareholders in 32nd Annual General meeting held on 29th September, 2022 for the period of five years i.e. upto conclusion of 37th Annual General Meeting of the Company to be held in the year 2027. Hence, the tenure of the existing Statutory Auditors of the Company would expire at the conclusion of the 37th AGM of the Company.

In terms of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company had appointed M/s. Suresh Babu & Co., Chartered Accountants, Hyderabad as the Internal Auditor of the Company for the period under review.

The Board, pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 had appointed M/s. R & A Associates, Practicing Company Secretaries as the Secretarial Auditors of the Company to conduct the Secretarial Audit as per the provisions of the Companies Act, 2013 for the year 2023-24.

M/s. R & A Associates, Practicing Company Secretary have carried out the Secretarial Audit and the Report of Secretarial Auditors in Form MR-3 is annexed with this Report as "(Annexure-IV)". There were no qualifications/observations in the report. During the year 2023-24, the Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

The required information as per Section 134 of the Companies Act 2013 is provided hereunder:

(Amounts in Rupees)

(Amount in Rupees in Crore)

The Company is not required to constitute a Corporate Social Responsibility Committee and formulate policy on Corporate Social Responsibility as it does not fall within purview of Section 135(1) of the Companies Act, 2013 i.e. the Company does not have the net worth of Rs. 500 Crore or turnover of Rs. 1,000 Crore or more or a net profit of Rs. 5 Crore or more during the immediately preceding financial year.

During the financial year under review, your Company has complied with all the applicable provisions of Secretarial Standard (SS) - 1 and Secretarial Standard (SS) - 2 issued by the Institute of Company Secretaries of India (ICSI).

The Company has not given any loans, Guarantees or made any investments during the financial year under review. The Company continues its investment in 15,11,000 Equity Shares of Rs. 10/- each of B2B Software Technology Limited.

The Company has adequate Internal Financial Control (‘IFC’) procedures commensurate with its size and nature of business in alignment with the requirement of Section 134(5)(e) of the Companies Act, 2013 and has also laid down specific responsibilities on the Board, Audit Committee, Independent Directors and Statutory Auditors with regard to IFC.

The Company has appointed in-house Internal Auditors who periodically audit the adequacy and effectiveness of the internal controls laid down by the management and suggest improvements.

The Audit Committee of the Board of Directors approves the annual internal audit plan and periodically reviews the progress of audits as per approved audit plans along with critical internal audit findings presented by internal auditors, status of implementation of audit recommendations, if any, and adequacy of internal controls.

The Board reviews the effectiveness of controls documented as part of IFC framework, and take necessary corrective and preventive actions wherever lapses are found on the basis of such reviews. No significant events had been identified during the year that have materially affected, or are reasonably likely to materially affect our IFC. The Statutory Auditors of the Company has audited the IFC with reference to Financial Reporting and their Audit Reports is annexed to the Independent Auditors’ Report under Financial Statements.

Risk Management is an integral part of our strategy for stakeholders’ value enhancement and is embedded into governance and decision-making process across the Policy to ensure effective responses to strategic, operational, financial and compliance risks faced by the Organization.

As per Risk Management Policy all the risks are discussed in detail with the functional heads to identify, evaluate, monitor and minimize the identifiable business risk in the Organization. The Risk Management Committee meets periodically to assess and deliberate on the key risks and adequacy of mitigation plan. Inputs from risk assessment are also embedded into annual internal audit programme. Key risks and mitigation measures are summarized in Management Discussion and Analysis section of the Annual Report.

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well-structured risk management process.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website at http://www.ravileelagranites.co./

Your Directors draw attention of the members to Note number 35 of the Notes to accounts attached to the financial statement which sets out related party disclosures.

The Company is not required to maintain cost records as stated under section 148 of the Companies Act, 2013.

None of the Independent/ Non-Executive Directors except Mr. Parvat Srinivas Reddy being a spouse of Mrs. Parvatha Samantha Reddy and to the extent shares held by him has any pecuniary relationship or transactions with the Company which in the judgment of the Board may affect the independence of the Directors.

Your Company continues to follow robust policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace. The Company has a Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto covering all the aspects as contained under "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013".

During the period under review, the Company has not received any complaint of sexual harassment

The Company has complied with the provision relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the Financial year ended 31st March, 2024 the Company has neither received any complaints nor there are any pending complaints pertaining to sexual harassment and the Company has constituted an Internal Complaints Committee.

All employees are covered under this policy. During the year 2023-24, there were no complaints received by the committee.

In view of increased cyber attack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Company’s technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data.

During the year under review, your Company did not face any incidents or breaches or loss of data breach in cyber security.

Your Directors acknowledge with sincere gratitude for the trust reposed by all Stakeholders including Customers, Investors, Vendors, Bankers, Auditors, Consultants and Advisors and look forward to their continued patronage. The Directors are also grateful and pleased to place on record their appreciation for the excellent support, guidance and cooperation extended by the Government and State Government Bodies and Authorities, Financial Institutions and Banks. The Board also expresses its appreciation of the understanding and support extended by the shareholders and the continuing commitment and dedication shown by the employees of the Company.