Madhav Marbles and Granites Ltd Directors Report

Dear Members

The Directors of your Company are pleased to present the Thirty Sixth Annual Report on the business and operations of the Company together with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended March 31,2025.

(Rs. in million)

Particulars	Standalone		Consolidated
	FY 2024-2025	FY 2023-2024	FY 2024-2025	FY 2023-2024
Revenue from Operations	309.49	399.01	310.57	399.01
Other Income	45.39	47.66	29.67	36.81
Total Income	354.88	446.67	340.24	435.82
Profit before Tax	10.87	1.38	(11.48)	(18.08)
Profit after Tax	7.51	0.37	(14.84)	(19.08)
Share of Net Profit of associates	-	-	-	(3.99)
Other Comprehensive Income(net of tax)	0.00	0.00	0.00	0.00
Total Comprehensive Income Attributable to:	7.51	0.37	(14.84)	(23.07)
Shareholders of the company	7.51	0.37	(6.80)	(14.49)
Non-Controlling Interest	-	-	(8.04)	(8.58)
Earning Per Share (EPS)	0.84	0.04	(0.76)	(1.62)

Companys Financial Performance:

On standalone basis

Your Companys standalone revenue from operations was Rs. 309.49 million as against Rs. 399.01 million in the previous year. Profit before tax stood at Rs.10.87 million in FY 25 against Rs. 1.38 million in FY 24; profit after tax for FY 25 was Rs. 7.51 million compared to Rs. 0.37 million in the previous year.

Consolidated revenues

Your Companys consolidated total revenues were Rs. 310.57 million in FY 25 in comparison with Rs. 399.01 million in FY 24. The Companys profit after Tax stood at Rs. (14.84) million as against Rs.(19.08) million in FY 24.

Performance Review

FY 2024-25 was an exceptionally challenging year for the granite export industry. The business environment was marked by subdued demand across key international markets, a global container crisis, and volatile currency movements ? all of which placed significant pressure on both realizations and profitability. These challenges were further compounded by intense global competition and ongoing geopolitical instability.

One of the major headwinds was the aggressive pricing of construction materials by competing nations, which led to a sharp decline in average selling prices. In this highly competitive and uncertain landscape, our Company demonstrated resilience, supported by a strong foundation and well-calibrated strategies.

Despite these external pressures, we remained steadfast in our commitment to operational excellence. The Company undertook several key initiatives including stringent costsaving measures, entry into domestic markets, and on-the-ground operational changes. These efforts included a comprehensive review of operational expenditures, renegotiation of supplier contracts, and the adoption of more efficient practices across the supply chain.

Looking ahead, the Board and Management remain optimistic about the future. We are focused on building a strong, sustainable platform for growth through the following strategic priorities:

• Resource Optimization: Continuously improving operational efficiency and resource utilization.

• Cost Management: Implementing additional cost-control measures and maintaining rigorous fiscal discipline.

• Market Adaptability: Remaining agile to adapt to evolving market trends and geopolitical shifts, thereby minimizing risks and capturing new opportunities.

Our commitment to these strategic pillars will be instrumental in navigating the ongoing challenges and positioning the Company for long-term success.

Subsidiary Companies

Madhav Natural Stone Surfaces Private Limited

As mentioned in the previous Annual Report, the Subsidiary had initially planned to acquire mining leases for quartz and establish a processing unit for quartz powder. However, these plans were deferred due to the unavailability of the desired quality of mineral and suitable mining areas. The management is currently reassessing the market conditions and business environment and will take timely and appropriate decisions based on evolving opportunities. Furthermore, the management remains confident that the recoverable amount, whether through sale proceeds or future cash flows, will continue to support the Companys financial exposure to the Subsidiary.

Madhav Ashok Ventures Private Limited

Incorporated in 2019, Madhav Ashok Ventures Private Limited, Subsidiary Company, plays a pivotal role as a key partner in Madhav Surfaces (FZC) LLC, Oman. The subsidiary is primarily engaged in the trading of granite and other natural stones within India, while the joint venture in Oman operates a state-of-the-art manufacturing facility specializing in artificial stone slabs.

During FY 2024-25, the Parent Company, Madhav Marbles and Granites Limited, further strengthened its strategic involvement by acquiring a 13.33% equity stake in Madhav Surfaces (FZC) LLC, Oman. This investment aligns with the Companys vision to diversify its portfolio and deepen its presence in the engineered stone segment.

With a strong emphasis on integrating advanced manufacturing technologies and innovative design practices, the Quartz Unit continues to enhance its standing in the industry. Key growth drivers?including a robust construction and real estate sector, increasing preference for customized and durable surfaces, and growing adoption in commercial spaces?are propelling demand. The unit remains well-positioned to meet evolving consumer expectations and capitalize on market opportunities.

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 31,2025.

Dividend

The Directors have not recommended any dividend for the financial year ended March 31,2025.

Share Capital

There was no change in the share capital of the Company during the financial year 2024-25.

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 Companys 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.

Directors and Key Managerial Personnel

a. Appointment of Independent Directors

On recommendation of the Nomination and Remuneration Committee, the Board had considered and approved the appointment of Mr. Pachampet Yeganaswamy 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.

On recommendation of the Nomination and Remuneration Committee, the Board had considered and approved the appointment of Mr. Devendra Manchanda (DIN: 0185342), as Additional Independent Director of the Company with effect from November 01, 2024 for a term of two consecutive years and same was regularized by the Shareholders on December 09, 2024 through Extra Ordinary General Meeting.

b. Retirement of Independent Directors on Completion of Second Term

Mr. Ravi Kumar Krishnamurthi (DIN: 00464622) and Ms. Swati Yadav, (DIN: 06572438) 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 31,2025 and February 28, 2025 respectively.

The Board placed on record its appreciation for the valuable services and guidance rendered by both the Directors during their association with the Company.

c. Resignations

No resignations during the financial year 2024-25.

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, Mr. Madhav Doshi, Executive Director (DIN: 07815416) of the Company is liable to retire by rotation at the ensuing AGM and being eligible offers himself for re-appointment.

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 Directors 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, 8 (Eight) 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 2024-25 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 Companys 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

The Company has not accepted any Deposit within the meaning of Section 73 of the Companies Act, 2013 and rules made there under. As such, no amount of principal or interest was outstanding as of the Balance Sheet date, nor is there any deposit in non-compliance of Chapter V of the Companies Act, 2013.

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 33^rd Annual General Meeting to the conclusion of 38^th Annual General Meeting.

The Directors wish to state that the Statutory Auditors of the Company has given modified opinion on the Standalone Financial Statements of the Company for the year ended 31st March, 2025. The qualification in the Standalone Financial Statement and management response to the aforesaid qualification is given as under

Auditors Qualification	Management Reply
The Company has made investments in its subsidiary, Madhav Ashok Ventures Private Limited amounting to Rs. 2,16,00,000 and has extended loans amounting to Rs. 22,85,33,421 as at 31st March 2025.	In response to the audit qualification, the management is optimistic about the future performance of its subsidiary, Madhav Ashok Ventures Private Limited, and its associate, Madhav Surfaces FZC LLC, Oman, in the current financial year.
The net worth of the subsidiary has been fully eroded which indicates the existence of indicators of impairment in accordance with the requirements of Indian Accounting Standard (Ind AS) 36 - Impairment of Assets. However, the Company has neither carried out an impairment assessment of the said investments and nor recognized any provision for loan in the financial statements for the year ended 31st March 2025.	This confidence is underpinned by the anticipated imposition of tariffs by the US on quartz products, which is expected to enhance the competitive advantage of the Oman-based operations over other countries, including India. This development is likely to improve the product demand in Middle East, India, US and European markets, thus improving profitability of the associate, thereby indirectly strengthening the financial position of the subsidiary.
In the absence of such an assessment and provision, we are unable to determine whether any adjustments are necessary to the carrying value of these i nvestments and loans.	Additionally, the Company anticipates improved cash flows in the current year, supported by increased working capital availability and ongoing production and dispatches aligned with the projected targets.
Had such an impairment assessment been performed and any provision recognized, the carrying value of these financial assets, the profit or loss for the year, and the related disclosures in the financial statements could have been materially affected.	The promoters have also reiterated their commitment to the long-term stability of the subsidiary and are willing to infuse additional funds if necessary to support its increased operations. These developments, combined with focused efforts to enhance operational efficiency and market positioning, provide a strong basis for managements belief that the business outlook for both the subsidiary and its associate is expected to improve in the near term.
The Company has made investments in its subsidiary, Madhav Natural Stone and Surface Private Limited ts amounting to Rs. 70,51,000 and has extended loans amounting to Rs. 5,61,43,848 as at 31st March 2025. The net worth of the subsidiary has been fully eroded due to continued losses, which indicates the existence of indicators of impairment in accordance with the requirements of Indian Accounting Standard (Ind AS) 36 - Impairment of Assets. However, the Company has neither carried out an impairment assessment of the said investments and nor recognized any provision for loan in the financial statements for the year ended 31st March 2025. In the absence of such an assessment and provision, we are unable to determine whether any adjustments are necessary to the carrying value of these investments and loans. Had such an impairment assessment been performed and any provision recognized, the carrying value of these financial assets, the profit or loss for the year, and the related disclosures in the financial statements could have been materially affected.	The subsidiary had earlier initiated business restructuring efforts to reduce losses and explore new business opportunities, further supporting long-term value. Further while, the impairment assessment could not be finalized before audit completion, preliminary indications suggest that the recoverable amount (via sale proceeds and cash flows) will support the existing carrying value of the Companys financial exposure to the subsidiary.

Further, the Statutory Auditors in their Report on Consolidated Financial statements have made certain qualifications. The Managements Reply thereto are as under:-

Auditors Qualification	Management Reply
In one of the subsidiaries of the Holding Company, the other auditor who audited the financial statements / financial information of the subsidiary has reported that the subsidiary company viz: Madhav Ashok Ventures Private Limited has made investments amounting to Rs. 10,15,24,304 and has extended loans, including interest, amounting to Rs.7,64,89,721/- to its associate company, Madhav Surfaces FZC LLC as at 31st March 2025. The report of the other auditor states that the net worth of the associate company has been fully eroded, which constitutes an indicator of impairment as per the requirements of Indian Accounting Standard (Ind AS) 36 - Impairment of Assets. However, the Company has not performed an impairment assessment in respect of the above investments and loans, nor has it recognised any impairment loss in the financial statements for the year ended 31st March 2025. In the absence of such an assessment, we are unable to determine whether any adjustments are required to the carrying values of the investments and loans. Had such impairment been assessed and recognised, the carrying value of these financial assets, the profit or loss for the year, and the related disclosures in the financial statements could have been materially impacted.	In response to the audit qualification, the management is optimistic about the future performance of its subsidiary, Madhav Ashok Ventures Private Limited, and its associate, Madhav Surfaces FZC LLC, Oman, in the current financial year.
	This confidence is underpinned by the anticipated imposition of tariffs by the US on quartz products, which is expected to enhance the competitive advantage of the Oman-based operations over other countries, including India. This development is likely to improve the product demand in Middle East, India, US and European markets, thus improving profitability of the associate, thereby indirectly strengthening the financial position of the subsidiary.
	Additionally, the Company anticipates improved cash flows in the current year, supported by increased working capital availability and ongoing production and dispatches aligned with the projected targets.
	The promoters have also reiterated their commitment to the long-term stability of the subsidiary and are willing to infuse additional funds if necessary to support its increased operations. These developments, combined with focused efforts to enhance operational efficiency and market positioning, provide a strong basis for managements belief that the business outlook for both the subsidiary and its associate is expected to improve in the near term.

During the year under review, neither the statutory auditors nor the secretarial auditors of the Company has disclosed any instance of fraud committed in the Company by its officers or employees required to be disclosed in terms of 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 Boards Report. The audit report specifies Penalty levied by Stock Exchanges on non -compliance of LODR Regulations (Regulation 23(9), Regulation 24A, Regulation 17(1) and Regulation 20).

Corporate Social Responsibility

There was no CSR obligation for the Financial Year 2024-25. The CSR Policy is uploaded on Companys website atwww.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 Companys 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.

Disclosure Requirements

• 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 companys 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 Companys 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 II 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 doesnt 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 a 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.

The Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support

	For and on behalf of the Board
	Devendra Manchanda
Udaipur,	Chairman
September 04, 2025	DIN:00185342