Global Surfaces Ltd Directors Report

Global Surfaces Limited ("the Company"), along with its subsidiaries (collectively referred to as the "Group"), continues to strengthen its position as a technology- driven, innovation-led manufacturer of engineered quartz and natural stones. The Group operates a total of three manufacturing facilities strategically located across India and the United Arab Emirates. In India, the Company has two facilities: one at Bagru, Jaipur, which is engaged in the processing of natural stones, and another at the Mahindra World City SEZ in Jaipur, dedicated to the manufacturing of engineered quartz surfaces. Additionally, the Group operates a state-of- the-art engineered quartz manufacturing facility in Dubai, United Arab Emirates, through its wholly owned

subsidiary, Global Surfaces FZE ("Dubai Facility ").

These multi-shore operations are strategically positioned to efficiently serve key global markets while mitigating region-specific risks. The geographic diversification of manufacturing capabilities enhances the Groups responsiveness to market demand, improves logistical efficiency, and enables delivery of a broader range of product offerings to its international clientele.

During the year under review, the Group achieved several key milestones:

Following the commencement of commercial operations at its Dubai facility in February 2024, it focused on new product development through multiple trial runs and

R&D efforts. In September 2024, the Company introduced a premium product series under the nameQuartzites.

The Quartzites series is crafted using high-grade Cristobalite, offering the refined appearance of natural stone in a sleek white hue. The collection features 22 distinct designs, blending natural elegance with modern functionality. With its low-maintenance and high-durability characteristics, the Quartzites series is positioned to cater to high-end residential and commercial applications globally.

Global Surfaces FZE, a wholly-owned subsidiary of the Company, entered into a License Agreement with SQIP, LLC, a Florida-based limited liability company, and Veegoo Technology Co. Ltd., based in the Peoples Republic of China. The agreement provides exclusive rights to manufacture and market a new, IP-backed product series under the brandMarquartz.

The global engineered quartz industry has shown early signs of stabilization. Key market participants, including

Indian manufacturers continue to face competitive pressure from low-cost exporters in Southeast Asia, which currently benefits from zero anti-dumping or countervailing duties in the U.S. In contrast, Indian exporters are subject to a countervailing duty of upto 2.34%, with no anti-dumping margin in the current period.

Leading competitors are responding by:

Investing in advanced production lines and robotics Launching new printed, high-value surfaces Expanding geographic reach in Canada, France, Mexico, and Russia

Strategically targeting higher EBITDA margins by focusing on product mix and operational efficiency

Global Surfaces, with its unique Dubai-based manufacturing presence and recent premium products offering like Quartzites and Marquartz series, is well- positioned to navigate these shifts and capitalize on evolving global demand for high-performance and aesthetically superior quartz products.

With integrated manufacturing capabilities in both India and the UAE, Global Surfaces continues to benefit from its multishore model, enabling it to respond with agility to dynamic global trade conditions, supply chain challenges, and customer-specific requirements. The Dubai facility has allowed the Company to optimize logistics, gain potential tariff advantages, and enhance delivery speed for critical international markets, including the U.S., Europe, and the Middle East.

These strategic initiatives and operational enhancements have strengthened the Companys foundation for longterm sustainable growth, positioning it to respond effectively to global market trends and capitalize on emerging opportunities in the surface materials industry.

Further details on the business overview, performance metrics, and future outlook are discussed in the Management Discussion & Analysis Report.

For the financial year ended March 31, 2025, the

standalone performance reflected a strategic recalibration of business operations, with total income from operations reported at ?1,647.98 million, compared to ?1,770.84 million in the previous year. The modest decline was primarily attributable to subdued demand in the natural stone and Engineered Quartz, impacted by macroeconomic challenges such as elevated mortgage rates and cautious consumer behaviour in the U.S. housing market, particularly around the presidential election period. Furthermore, industry-wide disruptions such as rising freight costs and European port congestion placed additional temporary pressures on operations.

The Company demonstrated operational resilience, reporting a net profit before tax of ?118.78 million, as compared to ^257.84 million in FY24. Net profit after tax for FY25 was ^78.33 million versus ?210.64 million in the previous year, largely influenced by increased costs associated with strategic investments in operational capacity and human resources aimed at future scalability.

Consequently, total comprehensive income was ?78.44 million compared to ^212.67 million in FY24, underscoring the strategic repositioning towards longterm sustainable growth.

The consolidated performance for FY 2024-25

demonstrated the Companys strategic investment phase,

reporting total income from operations at ?2,148.82

million, compared to ?2,290.08 million in the preceding

year. This financial outcome reflects planned operational

investments, particularly the commissioning of the state-

4 of-the-art UAE facility owned by Global Surfaces FZE, the

o wholly owned Subsidiary in Dubai, where initial months

t were dedicated to extensive product development,

g- testing, and innovation activities, ce

Net profit before tax stood at?(249.28) million, compared c to T252.52 million in FY24, reflecting strategic expenditure aimed at enhancing long-term competitive positioning. Net profit after tax recorded a loss of ?(289.00) million from a profit of ?197.81 million in the previous year, primarily due to the consolidation of initial operational costs associated with the new UAE facility and costs incurred for integrating advanced patented technology. The absorption of full depreciation and interest costs from the start of commercial production in February 2024, despite the facility still being in its stabilization phase, resulted in temporary margin pressures.

Total comprehensive income for the year was T(284.84) million compared to T203.92 million in FY24. The year marked a significant transitional phase, laying robust operational and technological foundations, including

the successful launch of the exclusive "Marquartz" series and adopting a multi-shore manufacturing strategy. These initiatives, combined with the strategic geographic advantages of the UAE operations, position the Company effectively for scalable and profitable growth in future periods.

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

In light of the performance in a challenging macroeconomic environment, and with a focus on prudently managing resources, the Board of Directors has not recommended any dividend for the financial year ended March 31, 2025. The Board remains firmly committed to enhancing long-term shareholder value through strategic initiatives, innovation, and disciplined capital allocation.

The Board of Directors has not transferred any amount to the General Reserve for the financial year ended March

31,2025.

The Company had successfully completed its Initial Public Offering (IPO) in March 2023, raising ?119.28 crore through a fresh issue of equity shares, with its shares listed on BSE and NSE.

During the financial year under review, the Company has fully utilized the IPO proceeds in line with the objects stated in the Prospectus, and there has been no deviation or variation in the stated end-use of funds. For further details, refer to the notes to the financial statements.

There has been no change in the authorized share capital of the Company during the financial year under review. As on March 31,2025, the authorized share capital stood at T55,00,00,000 (Rupees Fifty-Five Crores only), divided into 5,50,00,000 equity shares of ?10 each.

The issued, subscribed and paid-up equity share capital of the Company also remained unchanged during the financial year and stood at T42,38,18,180 (Rupees Forty- Two Crores Thirty-Eight Lakhs Eighteen Thousand One Hundred and Eighty only), comprising 4,23,81,818 equity shares ofTIO each as on March 31,2025.

The Company had issued and allotted 95,00,000 convertible warrants on December 4, 2023, on a preferential basis to individuals belonging to both the promoter and non-promoter categories, at an issue price of?210.00 per warrant.

An amount of ?49.88 crore, representing 25% of the warrant subscription money, was raised upon allotment. The proceeds of ?49.88 crore were fully utilized before March 31, 2024, in accordance with the objects stated in the Notice of Extraordinary General Meeting held on November 16, 2023, with no deviation or variation in the intended purposes. Further details of utilization are provided in the notes to the financial statements.

As on March 31,2025, the warrants remain outstanding for conversion and are due for conversion within 18 months from the date of allotment.

Ason March 31,2025, theCompanyhasthreesubsidiaries, the details of which are as follows:

GSF, incorporated in the Jebel Ali Free Zone, Dubai, is a wholly-owned subsidiary of the Company. It is engaged in the manufacturing of engineered quartz surfaces. The Companys advanced production facility in Dubai commenced commercial operations on February 9,2024, supporting the Companys multi-shore manufacturing strategy.

GSI is incorporated in the State of Delaware, USA, and is a 99.90% subsidiary of the Company. It is engaged in the purchase, sale, supply, and distribution of quartz, marble, granite, and similar surface materials. GSI serves as the Companys commercial arm in the U.S., facilitating efficient market access and customer service.

SSI, incorporated on May 5, 2023, in the State of Texas, USA, is a 50% held subsidiary of the Company. Despite holding 50% equity, the Company exercises control over SSI, and the entity is accordingly considered a subsidiary under applicable accounting standards. SSI is engaged in the distribution of artificial stones, including engineered quartz, focused on enhancing the Groups distribution footprint in southern U.S. markets.

There has been no material change in the nature of the business of the subsidiaries.

Pursuant to Section 129(3) of the Companies Act, 2013 ("the Act"), the Company has prepared Consolidated Financial Statements, which form part of this Annual Report. Pursuant to the provisions of Section 134 of the Act read with the Companies (Accounts) Rules, 2014, the highlights of performance and financial position of the subsidiaries of the Company for the year ended March 31, 2025, and their contribution to the overall performance of the Company are as under:

• Global Surfaces Inc., USA, a subsidiary, reported a revenue of T743.39 million during FY 2024- 25 as against T613.25 million in FY 2023-24, registering a growth of 21.2%. Profit after tax stood at T0.59 million compared to T1.96 million in the previous year, primarily impacted by exchange rate fluctuations and higher operating costs. The subsidiary continues to play a significant role in expanding the Companys distribution presence in the North American market.

• Global Surfaces FZE, UAE, a wholly owned subsidiary, recorded a revenue of T643.66 million in FY 2024-25 as compared to T573.45 million in FY 2023-24, reflecting a growth of 12.2%. The subsidiary incurred a net loss of?358.74 million in FY 2024-25, as against a profit of ?55.74 million in the previous year. The decline is attributable to the full absorption of depreciation and interest costs from the commencement of commercial production at the newly commissioned Dubai facility, which began in February 2024. Additionally, the facility remained in the trial and stabilization phase for most of the year, including dedicated adaptation of one production line to the newly licensed technology from SQIP. The UAE facility is expected to be a key growth driver in the coming quarters and aligns with the Companys multi-shore manufacturing strategy to serve global markets efficiently.

• Superior Surfaces Inc., USA, a 50% owned subsidiary, contributed ?88.03 million in revenue during FY 2024-25, compared to ^ 193.71 million in FY 2023-24. The subsidiary reported a net loss of ?7.29 million for the year under review as against a profit of ?21.64 million in the previous year. The decline was mainly on account of subdued demand and lower volume offtake.

A statement containing the salient features of the financial statements of the Companys subsidiaries in Form AOC-1 is annexed as AnnexureTto this Report.

The audited standalone and consolidated financia

statements, along with other statutory documents, are available on the Companys website at www. globalsurfaces.in

The financial statements of the subsidiaries are also available on the website and can be accessed under the nvestor Relations section. These documents are available for inspection at the Registered Office of the Company during business hours on all working days.

The Company hasalso formulated a Policy on Determining Material Subsidiaries, in line with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations"). The policy is available on the Companys website and can be accessed in the codes & policies section at: https://globalsurfaces.in/ investor-relations/corporate-governance/

No entity ceased to be a subsidiary, joint venture, or associate of the Company during the financial year ended March 31,2025.

The Company and its Subsidiaries adhere to the highest

ethical standards, transparency, and accountability in

all related party transactions, conducting them solely

in the ordinary course of business and at arms length.

Pursuant to Section 188 of the Act, and Regulation 23

of the Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations,

2015 (SEBI (LODR) Regulations) as amended from time

to time, all contracts, transactions, and arrangements

entered into during the financial year with related parties

m were conducted on an arms length basis and within the

^ ordinary course of business, o

t During the fiscal year 2024-25, all related party q. transactions were reviewed and approved by the Audit E: Committee. Transactions of a repetitive nature received

prior omnibus approval from the Audit Committee. < Quarterly, a detailed statement outlining the nature, value, and terms of these transactions entered pursuant to the omnibus approval so granted, was presented to and reviewed by the Audit Committee. None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Particulars of contracts or arrangements with related parties referred to Section 188(1) ofthe Act, in the prescribed form AOC-2 is annexed herewith as Annexurell.

The Company has also implemented a policy on the materiality of related party transactions and their handling, accessible on the Companys website can be accessed in the codes & policies section at: https://globalsurfaces.in/ investor-relations/corporate-governance/

Pursuant to the provisions of section 186 ofthe Act and Schedule V of the SEBI (LODR) Regulations, particulars of the loans, guarantees and investments made are disclosed in the notes to the financial statements.

Your Company maintains an optimal and compliant mix of Executive and Non-Executive Directors, in accordance with the provisions of Regulation 17 ofthe SEBI (LODR) Regulations, as amended.

As on March 31, 2025, the composition ofthe Board of Directors is as follows:

Mr. Mayank Shah (DIN: 01850199) - Chairman and Managing Director

Mrs. Sweta Shah (DIN: 06883764) - Whole-time Director

Mr. Ashish Kumar Kachawa (DIN: 02530233) - Non- Executive, Non-Independent Director

• Mr. Yashwant Kumar Sharma (DIN: 08686725) - Non- Executive, Independent Director

Mr. Sudhir Baxi (DIN: 00092322) - Non-Executive, Independent Director

Dr. Chandan Chowdhury (DIN: 00906211) - Non- Executive, Independent Director

The following individuals were designated as Key Managerial Personnel ofthe Company as on March 31, 2025, pursuant to Section 203 ofthe Act:

Mr. Mayank Shah - Chairman and Managing Director

Mrs. Sweta Shah - Whole-time Director

Mr. Kamal Kumar Somani - Chief Financial Officer

Mr. Dharam Singh Rathore - Company Secretary and Compliance Officer

Mr. Dinesh Kumar Govil (DIN: 02402409),

Independent Director, ceased to be an independent Director ofthe Company due to his sad demise on August 28,2024.

Mrs. Sweta Shah (DIN: 06883764), who was liable

to retire by rotation at the 33rdAnnual General Meeting, was reappointed as a director by the shareholders. Further, the designation of Mrs. Sweta Shah (DIN: 06883764) was changed from Executive Director to Whole-time Director, pursuant to the approval of the shareholders at the 33rd Annual General Meeting held on September 21,2024.

Dr. Chandan Chowdhury (DIN: 00906211) was appointed as an Additional Director (Independent) by the Board w.e.f. October 26, 2024, and was regularized as an Independent Director vide special resolution passed by members via postal ballot on December 5, 2024.

Mr. Dharam Singh Rathore was appointed as the Company Secretary and Compliance Officer of the Company effective from April 29, 2024.

In accordance with the provisions of Section 152 of the Act, and the Articles of Association of the Company, Mr. Ashish Kumar Kachawa, Non-Executive, Non- Independent Director, is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and, being eligible, has offered himself for reappointment.

The resolution for his re-appointment along with requisite details, as mandated under the SEBI (LODR) Regulations and Secretarial Standards-2 (SS-2) issued by the ICSI, forms part of the Notice of the AGM and Explanatory Statement accompanying the Notice.

Pursuant to the provisions of Section 149(7) of the Act and Regulation 25 of the SEBI (LODR) Regulations, all Independent Directors of the Company have submitted declarations confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) ofthe SEBI LODR Regulations.

Further, the Independent Directors have also affirmed their compliance with the requirement of online registration with the Indian Institute of Corporate Affairs (IICA) for inclusion of their names in the Independent Directors databank maintained by the IICA. With respect to the proficiency requirement under Section 150(1) ofthe Act, read with applicable rules, the Board has taken on record the declarations from Independent Directors stating either: their exemption from the online proficiency self- assessment test based on their prescribed qualifications and experience, or their successful completion ofthe test conducted by the Institute.

In the opinion ofthe Board there has been no change in the circumstances which may affect their status as Independent Directors ofthe Company and the Board is satisfied that all Independent Directors ofthe Company are persons of integrity and possess the necessary expertise, experience, and proficiency in their respective fields of specialization.

During the year under review, Dr. Chandan Chowdhury (DIN: 00906211) was appointed as an Additional Director in the category of Non-Executive Independent Director by the Board of Directors on October 26, 2024. His appointment as Independent Director was subsequently approved vide special resolution passed by members through Postal Ballot on December 5, 2024, with effect from the date of Board appointment.

Dr. Chowdhury is a Practicing Professor at the Indian School of Business (ISB), and he leads the Munjal Institute for Global Manufacturing and the Punj Lloyd Institute of Infrastructure Management. He holds a Ph.D. from the Hungarian Academy of Sciences and brings a distinguished industry and academic background.

He has previously held senior leadership positions in global technology companies such as IBM and Dassault Systemes, including roles as Managing Director and Country Manager (India Geo) and Vice President - Global Affairs. He is widely recognized for his contributions in the domains of operations, skilling, and sustainability, and has actively participated in national-level initiatives with NITI Aayog and the Bureau of Indian Standards. Dr. Chowdhury is deeply committed to leveraging technology to drive sustainable and inclusive development, especially in the context ofthe Fourth and Fifth Industrial Revolutions.

The Nomination and Remuneration Committee (NRC) and the Board of Directors, after a thorough evaluation of his qualifications and contributions, concluded that Dr. Chowdhury possesses the following key skills and competencies relevant to the role of an Independent Director:

Strategic Planning and Leadership Operations Management Research, Development & Innovation Corporate Governance Risk Management

The Board is ofthe considered view that Dr. Chowdhurys appointment is in the best interest ofthe Company, and

his multifaceted background will bring valuable insight and independent judgment to the Board.

The terms and conditions of appointment of I ndependent Directors are available on the Companys website and can be accessed in the codes & policies section at: https://globalsurfaces.in/investor-relations/corporate- governance/

In compliance with the requirements of the Act and the SEBI (LODR) Regulations, the Company has implemented a familiarization programme for Independent Directors. This programme aims to acquaint them with their roles, rights, and responsibilities as Directors, as well as with the functioning of the Company, the nature of its industry, business model, and related matters.

All newly appointed Independent Directors undergo an orientation program designed to enhance their knowledge and skills. This orientation equips them to effectively discharge their duties in the best interest of the Company. Details of the familiarization programmes provided to Independent Directors are available on the Companys website at https://globalsurfaces.in/investor- relations/corporate-governance/

Performance evaluation is integral to enhancing the effectiveness of the Board and its Directors, offering benefits to both individuals and the Company as a whole. In accordance with the provisions of the Act

LO

, and SEBI (LODR) Regulations, as well as the Guidance Note on Board Evaluation issued by SEBI, the Board of ^rJ Directors conducted an annual performance evaluation q. of the performance of Board as a whole, its Committees, (T Individual Directors and Chairman of the Board.

03

The evaluation of the Board encompassed criteria such as

the composition and role of the Board, communication and relationships within the Board, functioning of Board Committees and processes, conduct of meetings, review of Executive Directors performance, contribution of Board members to corporate governance, succession planning, and strategic initiatives.

Similarly, the evaluation of Committees focused on their independence, conduct of meetings, frequency and quality of discussions, effectiveness in providing recommendations to the Board, and contributions towards governance and strategic direction.

Individual Directors were evaluated based on their participation and contributions in Board and Committee

meetings, representation of shareholder interests, enhancement ofshareholdervalue, expertise in providing strategic guidance, risk oversight, and understanding of the Companys business strategy. The performance of Chairman of the Company and Managing Director was also evaluated at the additional parameters like competence, effective leadership and ability to steer the Meetings.

Questionnaire forms were circulated to all Directors to gather their feedback on Board, Committee, and Director evaluations. An independent Directorsmeeting was convened on May 28, 2025, where they reviewed and discussed the feedback on Board and Committee functioning, as well as the performance of the Chairman and other Directors, including Executive Directors.

The Nomination and Remuneration Committee (NRC), at its meeting held on May 28, 2025, also reviewed the evaluation feedback. Areas for improvement identified through this evaluation exercise were suggested to the Board and are being implemented to further strengthen the corporate governance framework ofthe organization.

At the 32nd Annual General Meeting (AGM) of the Company held on September 20, 2023, shareholders approved the appointment of M/s. B Khosla & Co., Chartered Accountants (FRN 000205C), as Statutory Auditor for a period of 5 years. Their term commenced from the conclusion ofthe 32nd AGM and will continue until the conclusion ofthe 37th AGM in the year 2028.

The Statutory Audit report on the Standalone and Consolidated financial statements for the financial year 2024-25, forms part of this Annual Report, does not contain any qualification, reservation, adverse remark, or disclaimer.

I n accordance with the provisions of section 204 ofthe Act, and the rules thereunder, M/s. Pinchaa & Co., Company Secretaries (FRN: P2016RJ051800), was appointed as the Secretarial Auditor for the financial year 2024-25. Their report in Form MR-3, included as Annexure III to this Report, does not contain any reservation, qualification, adverse remark, or disclaimer.

Pursuant to the recent amendment to Regulation 24A of the SEBI (LODR) Regulation, which mandates the appointment of a Secretarial Auditor for a continuous term of five years, the Board of Directors ofthe Company, at its meeting held on May 28, 2025 pursuant to the

recommendation of the Audit Committee, approved the appointment of M/s. Pinchaa &Co., Company Secretaries (FRN: P2016RJ051800) as the Secretarial Auditor of the Company for a period of five (5) consecutive financial years as their first term, commencing from the financial year 2025-26 to 2029-30.

The said appointment is subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company. The above proposal and related information forms part of the Notice of the AGM and is placed for your approval.

• Corporate Social Responsibility Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

Details regarding the composition, charters, meetings held during the year, and attendance are provided in the Report on Corporate Governance, which forms part of this Annual Report. Further there was no such instance of non-acceptance of any recommendations of any committee by the Board, during the year under review.

A Secretarial Compliance Report, pursuant to regulation 24A of the SEBI (LODR) Regulations, for the financial year 2024-25 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, as issued by M/s. Pinchaa & Co., Company Secretaries (FRN: P2016RJ051800) as submitted to the Stock Exchanges has been placed on the website of the Company.

The Board at its meeting held on May 29,2024 reappointed M/s. N L A & Associates, Chartered Accountants (FRN: 023199C) as Internal Auditors of the Company for conducting internal audit for the financial year 2024-25.

The maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable to the business activities of the Company.

During the financial year under review, no instances of fraud have been reported by the statutory auditors or secretarial auditors to the Audit Committee or to the Board pursuant to section 143(12) of the Act, the details of which should form part of this report.

During the financial year under review, 7 (Seven) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report forming part of this Annual Report. The intervening gap between two consecutive meetings did not exceed the period of 120 days prescribed under the Act.

The Board of Directors of the Company has constituted the following Committees:

• Audit Committee

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and subsequent amendments, the Board has established a Code of Conduct to regulate, monitor, and report trading by designated Persons and other connected persons. Additionally, a Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information (UPSI) is in place. The trading window remains closed during result declarations and materia event occurrences as per the code. The same can be accessed on the Companys website and can be accessed in the codes & policies section at: https://globalsurfaces. in/investor-relations/corporate-governance/

The Company has implemented a Whistle Blower Policy to address genuine concerns about unethical behaviour, actual or suspected fraud, mismanagement, and violations of the Companys Code of Conduct. This policy provides a systematic mechanism for reporting concerns and includes safeguards against victimization. The policy is available on the Companys website and can be accessed in the codes & policies section at: https://globalsurfaces.in/investor-relations/corporate- governance/

During the financial year 2024-25, the mechanism functioned effectively, and no whistleblower complaints were reported.

The Company is committed to contributing to the development of stakeholders, particularly marginalized segments around its operational areas.The Annual Report on CSR activities as mandated under the Companies (Corporate Social Responsibility Policy) Rules, 2014, and sections 134(3) and 135(2) of the Act, is annexed as AnnexureIVto this report. During the financial year 2024-25, the Company contributed ?57.12 Lacs towards CSR activities. The CSR Policy can be accessed on the Companys website and can be accessed in the codes

& policies section at: https://globalsurfaces.in/investor- relations/corporate-governance/

The Company has developed and implemented a Risk Management Policy to identify and manage business risks effectively. This framework promotes transparency, minimizes adverse impacts on business objectives, and enhances the Companys competitive advantage. The Risk Management Policy, encompassing risk assessment and management across the enterprise, is available on the Companys website and can be accessed in the codes & policies section at: https://globalsurfaces.in/investor- relations/corporate-governance/

Detailed information on various risks identified by the Company and their respective mitigation plans, in line with the enterprise risk management framework, is comprehensively discussed in the Management Discussion and Analysis Report, forming part of the Annual Report.

g the Companys contractual workforce. The Internal

"g Committee (1C) has been constituted to consider and redress all complaints of sexual harassment at workplace. During the financial year 2024-25, no new complaints were received, and there were no pending complaints at year-end.

As per section 92(3) read with section 134(3) of the Act, the Annual Return as of March 31, 2025, is available on the Companys website at https://globalsurfaces.in/ investor-relations/financials/.

During the year under review, your Company has not accepted any deposits falling within the ambit of Section 73 of the Act and the Companies (Acceptance

of Deposits) Rules, 2014. The Company has not accepted any deposits in the earlier years and as such guestion of unpaid or unclaimed deposit and defaults in repayment does not arise.

Your Company has implemented a robust system of internal financial controls designed to ensure effective management of operations, safeguarding of assets, optimal resource utilization, reliability of financial reporting, and compliance with regulations. The internal control systems are periodically reviewed to align with the Companys growing operational complexity. Based on the assessment and reviews conducted, including those by Internal, Statutory, and Secretarial Auditors, the Board is of the opinion that the internal financial controls were adeguate and effective during the financial year 2024-25. The Statutory Auditor provided an unmodified report on the Internal Financial Controls with reference to financial statements for the financial year 2024-25.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

Details on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings, and Outgo as per section 134 of the Act, are provided in AnnexureV to this report.

In accordance with the Act, and the SEBI (LODR) Regulations, the Company has formulated a Nomination and Remuneration Policy. This policy provides guidelines to the Nomination and Remuneration Committee on the Appointment, Removal, and Remuneration of Directors, Key Managerial Personnel, and Senior Management. It establishes criteria for determining qualifications, competencies, positive attributes, independence of directors, and the remuneration for Directors, Key Managerial Personnel, Senior Management, and other Employees. The policy also outlines the process for evaluating the performance of the Board, its committees, and individual directors. The Nomination and Remuneration Policy can be accessed on the Companys website and can be accessed in the codes & policies section at: https://globalsurfaces.in/investor-relations/

corporate-governance/

The ratio of remuneration of each director to the median of employees remuneration as per Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is disclosed in AnnexureW.

In accordance with the provisions of Section 197(12) of the Act and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are available with the Company. Considering the first proviso to Section 136(1) of the Act, the Annual Report, excluding the said information, is being sent to the shareholders of the Company and others entitled thereto. The information is available for inspection at the registered office of the Company during working hours up to the date of the ensuing AGM. Any shareholder interested in obtaining such information may write to the Company Secretary in this regard.

The Management Discussion and Analysis Report, integral to this Annual Report, is annexed with the Boards Report.

The Company has adhered to the corporate governance requirements mandated by the SEBI (LODR) Regulations. The corporate governance report, along with a certificate from a M/s. Pinchaa & Co., Company Secretaries confirming compliance with conditions stipulated under Regulation 34(3) read with Part E of Schedule V of the SEBI (LODR) Regulations, is included in the Boards Report.

Your Companys shares are listed on BSE Limited and National Stock Exchange of India Ltd, and the listing fees for the year have been duly paid. The Companys shares are not suspended for trading on Stock Exchange(s).

Your directors confirm that during the year under review, there were no transactions, events, or occurrences related to the following items that require disclosure or reporting:

Issue of equity shares with differential rights as to dividend, voting, or otherwise.

Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

Buy-back of shares under Section 67(3) of the Act.

Settlements with banks or financial institutions.

Details of revision of financial statements or the Report.

Failure to implement any corporate action.

Amounts received from Directors or relatives of Directors.

Details of applications made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) and their status.

Details of differences between the valuation done at the time of One Time Settlement and the valuation done while taking loans from banks or financial institutions, along with the reasons thereof.

As required by section 134(3)(c) of the Act, your Directors state and confirm:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

b) that they have selected such accounting policies and applied them consistently and made judgment 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 at March 31,2025, and of the profit /Loss of the Company for the year ended on that date;

c) that they have taken proper and sufficient care for the maintenance of adequate 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) that they have prepared the annual accounts on a going concern basis;

e) that they have laid down proper internal financial controls and such internal financial controls are adequate and operating effectively; and

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

In accordance with Section 134(3)(l) of the Act, there have been no material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

Pursuant to Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, there were no significant or material orders passed by regulators, courts, or tribunals that would impact the Companys going concern status or its operations in the future.

CERTIFICATIONS AND AWARDS The Company has been awarded multiple prestigious certifications, underscoring our commitment to quality, sustainability, and safety in our operations. These certifications not only reflect our adherence to international standards but also reinforce our reputation as a trusted name in the industry. The details of our key certifications are as follows:

ISO 9001:2015 - Quality Management System This certification confirms our compliance with ISO 9001:2015 standards for quality management, covering the processing, manufacturing, and export of natural stones, granite, marble, sandstones, and engineered quartz. It ensures our products consistently meet customer and regulatory requirements, demonstrating our commitment to continuous improvement and operational excellence.

Awarded for our environmental management practices, the ISO 14001:2015 certification underscores our dedication to reducing environmental impact. It applies to our manufacturing and export operations, ensuring sustainable practices and resource efficiency.

LT)

4 ISO 45001:2018 - Occupational Health and Safety o Management System

5 Our ISO 45001:2018 certification reflects our commitment S" to maintaining a safe and healthy workplace. It validates vs our efforts in managing and improving occupational ^ health and safety, reducing workplace risks, and ^< enhancing employee well-being.

¦ This certification verifies that our products meet stringent chemical emissions standards, contributing to healthier

Place: Dubai, UAE Dated: May 28,2025

indoor environments. It is particularly significant for products used in construction, supporting indoor air quality.

The Kosher certification indicates that our products meet the dietary requirements of Jewish law, expanding our market reach to customers seeking Kosher-compliant products.

The CE marking on our products indicates conformity with health, safety, and environmental protection standards for products sold within the European Economic Area (EEA). It assures that our products meet European regulations, enabling confident marketability across Europe.

These certifications are a testament to our dedication to excellence and our commitment to delivering high- quality, safe, and sustainable products globally. We will continue to uphold these standards and pursue further improvements in our processes and products. ACKNOWLEDGEMENT

The Board extends its heartfelt appreciation to all employees for their unwavering dedication and hard work. Their commitment has been pivotal in delivering exceptional value to our customers and stakeholders, driving our growth and success in a competitive market environment. We also express our sincere gratitude to our suppliers, customers, and business associates for their ongoing collaboration and trust. Their partnership is instrumental in achieving our strategic objectives and sustaining our operational excellence.

We gratefully acknowledge the invaluable guidance and support from our Statutory and Secretarial Auditors, whose expertise and diligence ensure our adherence to the highest standards of governance and accountability. Lastly, we extend our thanks to our investors, clients, banks, government agencies, regulatory authorities, and stock exchanges for their continued confidence and support in our journey towards sustainable growth and shareholder value creation.

For and on behalf of the Board of Directors Global Surfaces Limited

Chairman and Managing Director DIN:01850199