Madhav Marbles and Granites Ltd

To

The Members

Your Directors take pleasure in presenting the Thirty Fifth Annual Report and the audited accounts for the financial year ended March 31,2024.

(Rs. in million)

On standalone basis

Your Company's standalone revenue from operation was Rs. 399.01 million as against Rs. 469.28 million in the previous year. Profit before tax stood at Rs.1.38 million in FY 24 against Rs. 6.51 million in FY 23; profit after tax for FY 24 was Rs. 0.37 million compared to Rs. 9.42 million in the previous year.

Consolidated revenues

Your Company's consolidated total revenues were Rs. 399.01 million in FY 24 in comparison with Rs. 477.25 million in FY 23. The Company's profit after Tax stood at Rs.( 19.08) million as against Rs.7.20 million in FY 23

Performance Review

In FY 2023-24, the granite export industry faced a subdued business environment. The year was characterized by muted demand across key markets, which exerted considerable pressure on realizations and profitability. A combination of factors, including heightened competition and geopolitical instability, shaped the industry's performance:

The intense competition within the industry led to a notable decrease in average selling prices. In response, our company, like many others, had to adjust pricing strategies to remain competitive, which impacted overall revenue and margins.

In light of the financial pressures, stringent cost-saving measures have been implemented. These measures encompass a thorough review of operational expenditures, renegotiation of supplier contracts, and adoption of more cost-effective practices throughout the supply chain.

Despite the challenges faced in FY 2023-24, the Board and Management are optimistic about the future. The focus will be on building a strong foundation for sustainable growth by leveraging the following strategies:

• Resource Optimization: Continuously improving the efficiency of our operations and resource utilization.

• Cost Management: Implementing further cost-saving measures and maintaining fiscal discipline.

• Market Adaptability: Adapting to market trends and geopolitical changes to minimize risks and capitalize on opportunities.

The commitment to these initiatives will be crucial in navigating the ongoing challenges and positioning the company for future success.

Madhav Natural Stone Surfaces Private Limited

As informed in the previous Annual Report, the Subsidiary had plans to acquire mining leases for quartz and establish a processing unit for quartz powder.

In view of decision of Hon'ble Supreme court wherein stay of high court decision has been vacated and now more mining area will be available for auction .The management is hopeful of getting area of desired quality. The management will also reassess the situation and identify the potential business option.

Madhav Ashok Ventures Private Limited

Incorporated in 2019, Madhav Ashok Ventures Private Limited, Subsidiary Company is a key partner in Madhav Surfaces (FZC) LLC, Oman. The Subsidiary pursues Trading business of Granite and Other Stone in India and the JV at Oman operates a cutting-edge manufacturing unit specializing in Artificial Stone Slabs. In the relatively short span, it has swiftly established a notable presence and earned recognition within the sector.

Mission and Vision:

The unit at Oman is driven by a commitment to continuous improvement and innovation. Recognizing that the Quartz Industry thrives on evolving market demands and consumer preferences, the company focuses on introducing new colors, designs, and maintaining high standards of quality.

The unit's dedication to blending advanced manufacturing capabilities with innovative practices is expected to significantly enhance its industry standing. With these strategic efforts, Madhav Surfaces aims to emerge as a leading and influential player in the market.

A statement containing salient features of the financial statements of our subsidiaries in the prescribed Form AOC-1 is presented in a separate section forming part of the financial statements.

Transfer to Reserves

The Company has not transferred any amount to the General Reserve Account during the financial year ended March 31,2024.

Dividend

The Directors have not recommended any dividend for the financial year ended March 31,2024.

Share Capital

There was no change in the share capital of the Company during the financial year 2023-24.

Management Discussion and Analysis Report

A report on Management Discussion and Analysis is provided as a separate section in the Annual Report.

Material changes and commitments affecting the Company

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report. There has been no change in the nature of the Company's business

Directors' Responsibility Statement:

Pursuant to section 134(3)(c) read with section 134(5) of the Act with respect to directors' responsibility statement, the directors hereby confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departure has been made in following the same;

(b) appropriate accounting policies have been selected and applied consistently and judgements and estimates made 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) proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of Act have been taken for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

(d) the annual accounts have been prepared on a going concern basis;

(e) internal financial controls to be followed by the Company had been laid down and such internal financial controls are adequate and are operating effectively; and

(f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

a. Appointment of Independent Directors

On recommendation of the Nomination and Remuneration Committee, the Board had considered and approved the appointment of Mr. Pachampet Yegnaswamy Venkataraman (DIN: 10571566) and Mr. Arumugam Sivadasan (DIN: 10581241) , as Additional Independent Director of the Company with effect from April 01, 2024 and April 05, 2024 respectively for a term of three consecutive years and same was regularized by the Shareholders on May 18, 2024 through Extra Ordinary General Meeting.

b. Retirement of Independent Directors on Completion of Second Term

Mr. Prakash Kumar Verdia (DIN: 02429305) and Mr. Roshan Lal Nagar, (DIN: 02416642) had ceased to be Independent Directors of the Company since the second term of office as an Independent Directors of the Company had been completed on March 31,2024

c. Resignations

No resignations during the financial year 2023-24.

d. Retirement by Rotation

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act and the Articles of Association of the Company, Mrs. Riddhima Doshi, Executive Director (DIN: 07815378) of the Company is liable to retire by rotation at the ensuing AGM and being eligible offers herself for reappointment.

Declaration

The Company has, inter alia, received the following declarations from all the Independent Directors confirming that:

• they meet the criteria of independence as prescribed under the provisions of the Act, read with the

Schedule and Rules issued thereunder, and the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company;

• they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and

• they have registered themselves with the Independent Director's Database maintained by the Indian Institute of Corporate Affairs.

None of the Directors of the Company are disqualified for being appointed as Directors as specified under Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Key Managerial Personnel

Pursuant to the provisions of section 2(51) and 203 of the Act, the key managerial personnel of the Company are:

Mr. Madhav Doshi, CEO and Managing Director Mrs. Riddhima Doshi, Whole Time Director Mr. S. Panneerselvam, Chief Financial Officer Ms. Priyanka Manawat, Company Secretary

Number of Meetings of the Board

During the year under review, 5 (Five) meetings of the Board of Directors were held. The details of the meetings of the Board of Directors of the Company held and attended by the Directors during the financial year 2023-24 are given in the Corporate Governance Report which forms part of this Annual Report.

Board Evaluation

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 Act and SEBI Listing Regulations.

The criteria of performance evaluation process inter alia considers attendance of Directors at Board and Committee meetings, communicating inter se Board members , effective participation, vision and strategy etc,

Particulars of Contracts or Arrangements with Related Party

In line with the requirements of the Act and the SEBI Listing Regulations, as amended, the Company has formulated a Policy on Related Party Transactions for identifying, reviewing, approving and monitoring of Related Party Transactions and the same can be accessed on the Company's website.

All the related party transactions were placed before the Audit committee for its review on a quarterly basis. An omnibus approval of the Audit committee had been obtained for the related party transactions which were repetitive in nature. Further, as per the applicable provisions of the SEBI Listing Regulations, necessary approvals of the members of the Company were also sought for the material related party transactions proposed to be entered with the related parties Particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 are given in the prescribed form AOC -2 which forms part of Corporate Governance Report.

Deposits

There were no outstanding deposits within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, as amended, at the end of financial year 2023-24 or the previous financial year. The Company did not accept any deposits during the financial year 2023-24.

Loans, Guarantees and Investments

The particulars of Investments, Loans and Guarantees covered under Section 186 of the Companies Act, 2013 and Schedule V of the SEBI Listing Regulations, 2015, are provided in Notes to the Standalone Financial Statements.

Significant and Material Orders passed by the Regulators

There were no significant and material orders passed by the Regulators or Courts or Tribunals during the year under review impacting the going concern status and the operations of the Company in future.

Statutory Auditors and Auditors' Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013, the Shareholders of the Company at the Annual General Meeting held on September 30, 2022, appointed M/s. Nyati and Associates Chartered Accountants (Firm Registration no. 02327C) as the Auditors of the Company for a period of 5 years, from the conclusion of 33rd Annual General Meeting to the conclusion of 38th Annual General Meeting.

The Auditor's Report read with notes to the accounts referred to in the Auditor Report are self- explanatory and therefore do not call for any further comments. The Auditor's Report does not contain any qualification, reservation or adverse remark. There is no offence or fraud reported by the Statutory Auditors under section 143(12) of the Companies Act, 2013.

Secretarial Auditor and Secretarial Audit Report

In terms of Section 204 of the Act and Rules made thereunder, the Company has appointed M/s Ronak Jhuthawat & Co. Company Secretaries to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit, appended as Annexure III to the Board's Report. The Audit report specifies penalty levied by stock exchanges on non-compliance of Regulation 23 (9) and Regulation 24A.

Corporate Social Responsibility

There was no CSR obligation for the Financial Year 2023-24. The Policy has been uploaded on Company's website at www.madhavmarbles.com

Risk Management

Your Company continuously monitors business and operational risk through business processes, and reviewing areas such as production, finance, legal and other issues. The Company's assets are adequately insured against the risk from fire and earthquake.

There is no identification of risks which may threaten the existence of the Company

Internal financial control systems and its adequacy

Your Company has defined policies and standard operating procedures for the business processes to guide business operations in an ethical and compliant manner. Compliance to these policies is ensured through periodic self-assessment as well as internal and statutory audits

Independent Internal Auditors conduct audit covering a wide range of operational matters and ensure compliance with specified standards. by Internal Audit. The findings of Internal Audit are reviewed by the top management and by the Audit Committee and the Board of Directors.

The board has adopted accounting policies which are in accordance with section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015. The policies to ensure uniform accounting treatment are prescribed to the subsidiary companies as well.

>- Corporate Governance: As per SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, a separate section on corporate governance practices followed by the Company, together with a certificate for compliance of the provisions of Corporate Governance from the Statutory Auditors forms an integral part of this Report.

>- Policy on determining material subsidiary of the Company is available on the website of the Company

www.madhavmarbles.com

>- The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions are in line with the provisions of the section 177(9) of the Companies Act, 2013 read with regulation 22 of the Listing Regulations.

>- As required under section 134(q) there are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

>• The Board of Directors has approved a Code of Conduct which is applicable to the Members of the

Board and all employees in the course of day to day business operations of the company.

>-The Company has adopted a Code of Conduct for Prevention of Insider Trading in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 with a view to regulate trading in securities by the Directors and designated employees of the Company. All Board Directors and the designated employees have confirmed compliance with the Code. The Insider Trading Policy of the Company covering code of practices and procedure for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading is available on the website of the Company.

>- As required by the Sexual Harassment of Women at Work Place (Prevention, Prohibition & Redressal)

Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at the workplace with a mechanism of lodging complaints and has formed required committee. During the year under review, no complaints were reported.

>- The details of the Committees of Board are provided in the Corporate Governance Report section of this Annual Report.

>- In accordance with the provisions of the Act and Listing Regulations read with relevant accounting standards, the consolidated audited financial statement forms part of this Annual Report.

>- The Company has followed applicable Secretarial Standards issued by the Institute of Companies Secretaries of India.

>- As required under Section 134(3)(a) of the Act, the Annual Return is put up on the Company's website.

>- The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure 'IV' and forms an integral part of this Report

>- The Managing Director & CEO of the Company has not received any remuneration or commission from any of the subsidiary companies. Further the Company doesn't have any Holding Company;

>- No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable; and

>- The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

Appreciation

The Board of Directors would like to convey their sincere appreciation for the support and contributions made by all the employees at all levels of the Company for their hard work, solidarity, cooperation and dedication during the year.