Global Surfaces Ltd Directors Report

To,

The Members of

Global Surfaces Limited

Your directors are pleased to present the 33rd Annual Report on the business and operations of the Company together with the audited standalone & consolidated financial statements for the financial year ended on March 31, 2024.

1. FINANCIAL HIGHLIGHTS –

The Companys financial performance for the year ended on March 31, 2024 is summarized below: ( In Millions)

Particulars	Standalone		Consolidated
	March 31, 2024	March 31, 2023	March 31, 2024	March 31, 2023
Revenue from Operations	1621.35	1,770.30	2,252.91	1,780.66
Net Profit/(Loss)for the period (Before Tax, Exceptional and/or Extraordinary Items)	257.84	260.38	252.52	252.91
Net Profit/(Loss)for the period Before Tax (After Exceptional and/or Extraordinary Items)	257.84	260.38	252.52	252.91
Net Profit/(Loss)for the period After Tax (After Exceptional and/or Extraordinary Items)	210.64	250.74	197.81	242.34
Total Comprehensive Income for the period
[Comprising Profit/(Loss)for the period (After Tax) and Other Comprehensive Income (After Tax)]	212.67	251.05	203.92	257.13
Equity Share Capital	423.82	423.82	423.82	423.82
Other Equity [Reserves (Excluding Revaluation Reserve)]	2,890.84	2,179.41	2,881.25	2,189.48
Earnings Per Share (of 10.00 each)
(For continuing and discontinued operations):
1. Basic:	4.97	7.34	4.41	7.10
2. Diluted:	4.97	7.34	4.41	7.10

2. STATE OF COMPANYS AFFAIRS AND PERFORMANCE

Global Surfaces Limited (GSL) has been processing natural stones since 2004 and began manufacturing engineered quartz in 2018. The company operates two manufacturing facilities: Unit I for natural stones processing (20,488 sq. meters) and Unit II for engineered quartz production with an R&D facility (24,139 sq. meters).

GSL offers a range of products including granite, marble, soft quartzite, phyllites, soapstone, and engineered quartz (Stratum, Prismatic, Kalmasa, and Aurora). These are used in flooring, wall cladding, kitchen countertops, and other applications. The companys focus on innovation and technology enhances its manufacturing efficiency, cost-effectiveness, and sustainability.

With over two decades of industry experience, GSL understands market dynamics and customer needs. In the current fiscal year, exports constituted 97% of operating revenue, with significant sales in the USA, Canada, and the Middle East. Additionally, Global Surfaces FZE, a Wholly owned subsidiary of GSL has established a manufacturing facility admeasuring 39,657 Sq. Meters in the Jebel Ali Free Trade Zone, Dubai, UAE, which began production in February 2024, with an installed capacity of 622,896 Sq. M/ annum. Further details on the business overview, performance metrics, and future outlook are discussed in the Management Discussion & Analysis Report.

There has been no change in the nature of business of the Company for the year under review.

Standalone Performance

For the financial year ending March 31, 2024, the standalone performance showed a decline in total income from operations, which decreased to 1,621.35 million from 1,770.30 million in the previous year, primarily due to headwinds in industry and the company is positioned strongly against those headwinds.. Net profit before tax remained relatively stable at 257.84 million compared to 260.38 million last year. This was attributable to an increase in interest income. However, net profit after tax dropped to 210.64 million from 250.74 million, mainly because of increased tax expenses by moving to the 50% tax band from the 0% tax band as per the SEZ benefits of income tax. Consequently, total comprehensive income decreased to 212.67 million from 251.05 million.

Consolidated Performance

The consolidated performance for the year ending March 31, 2024, showed an increase in total income from operations, which rose to 2,252.91 million from 1,780.66 million in the previous year, led by commencement of operations of our UAE subsidiary. Net profit before tax remained stable at 252.52 million compared to 252.91 million last year. However, net profit after tax declined to 197.81 million from 242.34 million, due to increased tax expenses from moving to the 50% tax band from the 0% tax band as per the SEZ benefits of income tax in India. Consequently, the total comprehensive income also decreased to 203.92 million from 257.13 million.

3. DIVIDEND

The Board of Directors remains committed to expanding the companys business lines and maximizing shareholder returns. To support the companys long-term growth initiatives, which necessitate substantial resources, the Board has decided not to recommend a dividend for the financial year under review. This decision aligns with our strategic focus on reinvesting earnings to drive sustainable growth and enhance the overall value for our shareholders.

4. TRANSFER TO RESERVES

Your Board doesnt propose to transfer any amount to General Reserve for the financial year ended on March 31, 2024.

5. INITIAL PUBLIC OFFERING (IPO)

During the previous financial year ended on March 31, 2023, the Company had made an Initial Public Offering (IPO) of 1,10,70,000 equity shares of 10.00 each at a price of 140 per share (including a Share premium of 130) comprising of a fresh issue of 85,20,000 equity shares and an Offer for Sale (OFS) of 25,50,000 equity shares by selling shareholders. Total Proceeds received by the Company pursuant to the IPO aggregates to 119.28 Crores by way of fresh issue of equity shares to the public. The shares of the Company have been listed on BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE) w.e.f. March 23, 2023. The Companys shares are compulsorily traded in dematerialized form. During the year under review the Company has utilized the proceeds raised from IPO in accordance with the objects stated in the prospectus and there has been no deviation or variation in the objects of purposes for which the funds have been raised. Kindly refer to the notes to the financial statements for the details of utilization of the proceeds.

As of March 31, 2024, 100% Shares of the Company are held in demat form. The listing fees for the year 2024-25 have been paid to both BSE as well as NSE.

6. CHANGE IN CAPITAL STRUCTURE Authorized Share Capital:

During the financial year ended March 31, 2024, the Authorized Share Capital of the Company was increased from 46,00,00,000 (Rupees Forty-Six Crores Only), divided into 4,60,00,000 (Four Crore Sixty Lakhs) Equity Shares of 10 (Rupees Ten) each, to 55,00,00,000 (Rupees Fifty-Five Crores Only), divided into 5,50,00,000 (Five Crore Fifty Lakhs) Equity Shares of face value of 10 (Rupees Ten Only) each. This increase was approved by the shareholders through an Ordinary Resolution passed at the Extraordinary General Meeting held on November 16, 2023.

Issued, Subscribed and Paid-Up Share Capital:

As of March 31, 2024, there has been no change in the issued, subscribed, and paid-up equity share capital of the Company. The total issued, subscribed, and paid-up equity share capital stood at 42,38,18,180 (Rupees Forty-Two Crores Thirty-Eight Lakhs Eighteen Thousand One Hundred and Eighty Only), consisting of 4,23,81,818 (Four Crore Twenty-Three Lakhs Eighty-One Thousand Eight Hundred and Eighteen Only) Equity Shares of 10 each.

7. PREFERENTIAL ISSUE

During the financial year under review, the Company issued and allotted 95,00,000 equity warrants convertible into an equal number of equity shares to individuals belonging to both the promoter and non-promoter categories on a preferential basis. Each equity warrant is convertible into one equity share of face value 10.00 at an issue price of 210.00 per equity warrant, which includes a warrant subscription price of 52.50 per warrant and a warrant exercise price payable before conversion of 157.50 per warrant, as determined on the relevant date. The tenure of these warrants shall not exceed 18 months from the date of allotment.

The proceeds from the subscription of convertible warrants amounted to 498.75 Million. The Company utilized these proceeds in accordance with the objectives stated in the Notice of Extraordinary General Meeting held on November 16, 2023, without any deviation or variation in the intended purposes for which the funds were raised. For further details on the utilization of these funds, please refer to the notes accompanying the financial statements.

8. SUBSIDIARY , JOINT-VENTURES & ASSOCIATES

As at March 31, 2024, the Company has the following 3 (three) subsidiaries:

Global Surfaces FZE : Global Surfaces FZE is incorporated in Jebel Ali Free Zone, Dubai. GSF is a wholly owned subsidiary of the Company and is engaged in the business of manufacturing artificial marbles (engineered quartz). GSF owns and operates a state of art manufacturing facility for engineered quartz at Jebel Ali Free Zone, Dubai, commenced production on February 9, 2024.

Global Surfaces Inc.:Global Surfaces Inc.is incorporated in the State of Delaware, USA. GSI is engaged in the business of purchasing, selling, supplying, and distributing quartz, marbles, granites, and other similar stones.

Superior Surfaces Inc. : Superior Surfaces Inc. was incorporated on May 5, 2023, in the State of Texas, USA. SSI is involved in the business of distributing artificial stones, including engineered quartz.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (the Act), the Company has prepared Consolidated Financial Statements, which form part of this Annual Report. A separate statement containing salient features of the financial statements of the Companys subsidiaries in the prescribed form AOC-1, which also provides details of the performance and financial position of each of the subsidiaries, is annexed as Annexure ‘I to this report.

The audited financial statements, including the consolidated financial statements of the Company and all other required documents, are available on the Companys website at www.globalsurfaces.in. The financial statements of the subsidiary companies are also available on the Companys website and can be accessed at www.globalsurfaces.in. These documents will be available for inspection on all working days, during business hours, at the Registered Office of the Company.

The Company has formulated a policy for determining material subsidiaries, which is available on the

Companys website and can be accessed at https:// globalsurfaces.in/company-policies/. No Company ceased to be a subsidiary, joint venture, or associate of the Company during the financial year ended March 31, 2024.

9. RELATED PARTY TRANSACTIONS

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 Companies Act, 2013, and Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations) as amended from time to time, all contracts, transactions, and arrangements entered into during the financial year with related parties were conducted on an arms length basis and within the ordinary course of business. During the fiscal year 2023-24, all related party transactions were reviewed and approved by the Audit 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 the Audit Committee. None of the transactions with related parties falls under the scope of Section188(1) of the Act. Particulars of contracts or arrangements with related parties referred to Section 188(1) of the Act, in the prescribed form AOC-2 is annexed herewith as Annexure ‘II.

The Company has also implemented a policy on the materiality of related party transactions and their handling, accessible on the Companys website at https://globalsurfaces.in/company-policies/

10. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT

There are no loans granted, guarantees given or issued or securities provided by your Company in terms of section 186 of the Act, read with the rules issued there under. Pursuant to the provisions of section 186 of the Act and Schedule V of the SEBI Listing Regulations, loans, guarantees and investments made are disclosed in the in the notes to the financial statements.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors:

Your Company maintains an optimal mix of executive and non-executive Directors in compliance with Regulation 17 of the SEBI Listing Regulations, as amended from time to time.

The Board of Directors of the Company as on March 31, 2024, comprises:

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

• Mrs. Sweta Shah (DIN: 06883764) - Director (Executive Director)

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

• Mr. Dinesh Kumar Govil (DIN: 02402409) - Director (Non-Executive -Independent Director)

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

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

Key Managerial Personnel:

The Key Managerial Personnel of the Company as on March 31, 2024, are:

• Mr. Mayank Shah - Chairman and Managing Director

• Mrs. Sweta Shah - Director (Executive)

• Mr. Kamal Kumar Somani - Chief Financial Officer (appointed effective September 30, 2023)

• Mr. Dharam Singh Rathore - Company Secretary and Compliance Officer (appointed effective April 29, 2024) Changes during the period under review:

During the financial year under review, the following changes occurred in the Board of Directors and Key Managerial Personnel, further the changes that took place upto the date of approval of Board report are also provided below:

• Board of Directors: o Mr. Mayank Shah was re-appointed as Chairman and Managing Director of the Company for a period of 5 years, effective from March 2, 2024, to March 1, 2029.

The appointment was approved by the Members through a Special Resolution passed at the Annual General Meeting held on September 20, 2023.

o Mr. Ashish Kumar Kachawa, who was liable to retire by rotation at the 32nd Annual General Meeting, and being eligible was reappointed by the members as Director of the Company.

• Key Managerial Personnel:

o Mr. Rajesh Gattani resigned from the position of Chief Financial Officer effective from May 4, 2023..

He ceased to be CFO of the Company from closure of business hours of July 04, 2023.

o Mr. Kamal Kumar Somani was appointed as Chief Financial Officer effective from September 30, 2023.

o Mr. Aseem Sehgal resigned from the position of Company Secretary and Compliance Officer effective from closure of business hours on January 29, 2024.

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

Director retiring by Rotation:

Mrs. Sweta Shah, Executive Director, is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible has offered herself for reappointment, in accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company. Necessary resolution of her reappointment and relevant details as required under the SEBI listing regulations and Secretarial Standards on General Meetings issued by ICSI are included in the notice convening the AGM and Explanatory Statement forming part of the notice of AGM.

12. DECLARATION BY INDEPENDENT DIRECTORS-

Pursuant to the provisions of Section 149(7) of the Act and Regulation 25 of the SEBI Listing Regulations, all Independent Directors of the Company have provided declarations confirming that they meet the criteria of independence as stipulated in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. They have also affirmed compliance regarding online registration with the ‘Indian Institute of Corporate Affairs (IICA) for inclusion of their names in the databank of Independent Directors.

With respect to the proficiency of the Independent Directors, ascertained from the online proficiency self-assessment test conducted by the Institute, as notified under sub-section (1) of Section 150 of the Act, the Board of Directors has acknowledged the declarations submitted by Independent Directors stating their exemption from appearing in the test or their successful completion of the examination as required by the Institute. In the Boards opinion, all the Independent Directors are persons of integrity and possess the relevant proficiency, expertise and experience in their respective fields.

The terms and conditions for the appointment of Independent Directors are detailed and available on the Companys website at https://globalsurfaces.in/ disclosures-under-regulation-46-of-sebi-lodr/.

13. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of the Act and the SEBI Listing 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/ disclosures-under-regulation-46-of-sebi-lodr/.

14. PERFORMANCE EVALUATION

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 and SEBI Listing Regulations, as well as the Guidance Note on Board Evaluation issued by SEBI, the Board of Directors conducted an annual performance evaluation of the performance of Board as a whole, its Committees, Individual Directors and Chairman of the Board.

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 of shareholder value, 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 Directors meeting was convened on August 14, 2024, 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 August 14, 2024, also reviewed the evaluation feedback and forwarded its recommendation to the Board. Areas for improvement identified through this evaluation exercise are being implemented to further strengthen the corporate governance framework of the organization.

15. AUDITORS AND AUDITORS REPORT Statutory Auditor:

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 the Statutory Auditor for a period of 5 years. Their term commenced from the conclusion of the 32nd AGM and will continue until the conclusion of the 37th AGM in 2028.

The Statutory Audit report for the financial year 2023-24, included in this Annual Report, does not contain any qualification, reservation, adverse remark, or disclaimer.

Secretarial Auditor:

In accordance with the provisions of section 204 of the Act, and the rules thereunder, M/s. Mukul Dusad & Associates, Company Secretaries (FRN: S2019RJ707900), was appointed as the Secretarial Auditor for the financial year 2023-24. Their report in Form MR-3, included as Annexure ‘III to this Report, does not contain any reservation, qualification, adverse remark, or disclaimer.

Annual Secretarial Compliance Report

A Secretarial Compliance Report, pursuant to regulation 24A of the SEBI Listing Regulations, for the financial year 2023-24 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, as issued by M/s. Mukul Dusad & Associates, Company Secretaries as submitted to the Stock Exchanges has been placed on the website of the Company.

Internal Auditor:

The Board at its meeting held on May 29, 2023, 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 2023-24.

Cost Accounts and Cost Audit:

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.

Reporting of fraud by auditors

During the financial year under review, no instances of fraud have been reported by the Statutory Auditors, Secretarial Auditors or Internal 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.

16. MEETINGS OF BOARD

During the year, 8 (Eight) 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 Companies Act, 2013.

17. BOARDS COMMITTEES

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

• Audit Committee

• 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.

18. PREVENTION OF INSIDER TRADING

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 material event occurrences as per the code. The same can be accessed on the Companys website at https:// globalsurfaces.in/company-policies/.

19. VIGIL MECHANISM/WHISTLE BLOWER POLICY

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 at https://globalsurfaces.in/company-policies/. During the financial year 2023-24, the mechanism functioned effectively, and no whistleblower complaints were reported.

20. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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 Annexure ‘IV to this report. During the financial year 2023-24, the Company contributed Rs.62.73 Lacs towards CSR activities. The CSR Policy can be accessed on the Companys website at https:// globalsurfaces.in/company-policies/.

21. RISK MANAGEMENT POLICY

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 at https://globalsurfaces.in/ company-policies/.

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

The Company is committed to providing a workplace that is free from discrimination, harassment and victimisation, regardless of gender, race, creed, religion, place of origin, sexual orientation of a person employed or engaged with the Company. The Company has instituted a robust policy and framework to prevent sexual harassment in the workplace. The policy ensures compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and includes the formation of an Internal Complaints Committee. The Policy is applicable to all employees including the Companys contractual workforce. The Internal Committee (‘IC) has been constituted to consider and redress all complaints of sexual harassment at workplace. During the financial year 2023-24, no new complaints were received, and there were no pending complaints at year-end.

23. ANNUAL RETURN

As per section 92(3) read with section 134(3) of the Companies Act, 2013, the Annual Return as of March 31, 2024, is available on the Companys website at https:// globalsurfaces.in/annual-reports-and-annual-returns/.

24. DEPOSITS

During the year under review, your Company has not accepted any deposits falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. The Company has not accepted any deposits in the earlier years and as such question of unpaid or unclaimed deposit and defaults in repayment does not arise.

25. INTERNAL FINANCIAL CONTROLS

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 adequate and effective during the financial year 2023-24. The Statutory Auditor provided an unmodified report on the Internal Financial Controls with reference to financial statements for the financial year 2023-24.

26. COMPLIANCE WITH SECRETARIAL STANDARDS

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.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Details on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings, and Outgo as per section 134 of the Companies Act, 2013, are provided in Annexure ‘V to this report.

28. NOMINATION AND REMUNERATION POLICY

In accordance with the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, 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 at https://globalsurfaces.in/company-policies/.

29. PARTICULARS OF EMPLOYEES

The ratio of remuneration of each director to the median of employees remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure ‘VI.

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) 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 Companies Act, 2013, 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.

30. MANAGEMENT DISCUSSION AND ANALYSIS

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

31. CORPORATE GOVERNANCE

The Company has adhered to the corporate governance requirements mandated by the SEBI listing regulations. The corporate governance report, along with a certificate from a M/s. Mukul Dusad & Associates, practicing Company Secretary confirming compliance with conditions stipulated under Regulation 34(3) read with Part E of Schedule V of the listing regulations, is included in the corporate governance report.

32. LISTING OF SHARES

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).

33. OTHER STATUTORY DISCLOSURES

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:

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

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

c. Buy-back of shares under Section 67(3) of the Companies Act, 2013.

d. Settlements with banks or financial institutions.

e. Details of revision of financial statements or the Report.

f. Failure to implement any corporate action.

g. Amounts received from Directors or relatives of Directors.

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

i. 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.

34. DIRECTORS RESPONSIBILITY STATEMENT

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

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, 2024 and of the profit 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 Companies Act, 2013 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.

35. MATERIAL CHANGES & COMMITMENTS

In accordance with Section 134(3)(l) of the Companies Act, 2013, 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.

36. MATERIAL ORDERS

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.

37. CERTIFICATIONS

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.

ISO 14001:2015 – Environmental Management System

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.

ISO 45001:2018 – Occupational Health and Safety Management System

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

GREENGUARD Certification

This certification verifies that our products meet stringent chemical emissions standards, contributing to healthier indoor environments. It is particularly significant for products used in construction, supporting indoor air quality.

Kosher Certification

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

CE Marking

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.

38. 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

For Global Surfaces Limited

Mayank Shah

Chairman and Managing Director

DIN:01850199

Place: Dubai

Dated: August 14, 2024