On standalone basis

Your Company's standalone total revenues were Rs. 469.28 million as against Rs. 531.70 million in the previous year. Profit before tax stood at Rs.6.51 million in FY 23 against Rs. 20.26 million in FY 22; profit after tax for FY 23 was Rs. 9.42 million compared to Rs. 19.41 million in the previous year.

Consolidated revenues

Your Company's consolidated total revenues were Rs. 477.25 million in FY 23 in comparison with Rs. 533.64 million in FY 22. The Company's profit after Tax stood at Rs.( 7.20) million as against Rs.4.64 million in FY 22

Performance Review

The lower Turnover and corresponding decrease in the profit after tax for the year is primarily attributable to record increase in Freight rates during the year under review, inflationary pressures in major global economies and disruption of the supply chain for major commodities.

On the operations front, raw material scarcity continues to pose the biggest challenge coupled with rising transportation costs and exchange fluctuations.

Given these challenges, the Board and Management are keeping a cautious outlook on the business scenario. They are ready to take necessary actions and revive the business which include strategies to manage costs more effectively, exploring alternative markets, adjusting pricing strategies and optimizing the supply chain.

Madhav Natural Stone Surfaces Private Limited

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

However, these plans were hindered as the desired quality of mineral and mining area was not available. Efforts are going on and management is hopeful of getting an area of desired quality. The management will also reassess the situation and identify the potential business option.

Madhav Ashok Ventures Private Limited

Incorporated in the year 2019, the Subsidiary is the Partner in Madhav Surfaces (FZC) LLC, Oman, a manufacturing unit of Artificial Stone Slabs. Within just two years from the start of its commercial activities, the JV has achieved a remarkable presence and recognition in the industry.

Continuous improvement and innovation are key drivers of success in the Quartz Industry and MSL aims to address the evolving demands of the market and consumer preferences by complete focus on introduction of new colors and design and quality excellence.

The unit believes that its combination of manufacturing capability and innovation will play a pivotal role in strengthening its standing within the industry and soon it will become a prominent and influential player in the market.

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

Transfer to Reserves

The Company has not transferred any amount to the General Reserve Account during the financial year ended March 31,2023.

Dividend

The Directors have not recommended any dividend for the financial year ended March 31,2023.

Share Capital

The paid up share capital of the company as on March 31, 2023 is Rs. 89.47 lakhs divided into 8947000 equity shares of Rs. 10/- each. There has been no change in the paid up capital of the Company during the year under review.

Management Discussion and Analysis Report

A report on Management Discussion and Analysis is provided as a separate section in the Annual Report. Material changes and commitments affecting the Company

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

Directors' Responsibility Statement:

Pursuant to section 134(3)? 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.

Retirement by rotation and subsequent re-appointment

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 reappointment.

Declaration

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

• they meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedule and Rules issued thereunder, and the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company;

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

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

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

Key Managerial Personnel

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

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

Number of Meetings of the Board

During the year under review, 5 (Five) meetings of the Board of Directors were held. The details of the meetings of the Board of Directors of the Company held and attended by the Directors during the financial year 2022-23 are given in the Corporate Governance Report which forms part of this Annual Report.

Corporate Governance

Pursuant to Regulation 34(3) and Schedule V of the SEBI Listing Regulations, 2015, a Corporate Governance Report along with the Statutory Auditors Certificate on compliance with the provisions of corporate governance prescribed under SEBI Listing Regulations, 2015 is forming part of the Annual Report.

Annual Return

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 has been placed on the Company's website viz. www.madhavmarbles.com

Whistle Blower Policy/ Vigil Mechanism

The vigil mechanism as envisaged in the Act, the rules prescribed thereunder and the Listing Regulations, is implemented through the Company's Whistle Blower Policy to enable the directors and employees of the Company to report genuine concerns, to provide for adequate safeguards against victimisation who use such mechanism and make provision for direct access to the chairman of the audit committee. Details of vigil mechanism/whistle blower are included in the report on corporate governance.

During the financial year 2022-23, no cases under this mechanism were reported.

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,

Related Party Transactions

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 T ransactions and the same can be accessed on the Company's website.

All the related party transactions were placed before the Audit committee for its review on a quarterly basis. An omnibus approval of the Audit committee had been obtained for the related party transactions which were repetitive in nature. Further, as per the applicable provisions of the SEBI Listing Regulations, necessary approvals of the members of the Company were also sought for the material related party transactions proposed to be entered with the related parties.

Particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 are given in the prescribed form AOC -2 which forms part of corporate governance report.

Deposits

There were no outstanding deposits within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, as amended, at the end of financial year 2022-23 or the previous financial year. The Company did not accept any deposits during the financial year 2022-23.

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.

Compliance with Secretarial Standards

During the year under review, your Company has complied with the Secretarial Standard on Meeting of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

Statutory Auditor:

During the year under review, the members of the Company had approved the appointment of Nyati & Associates, Chartered Accountants (Firm registration no. 002327C), Udaipur as the Statutory Auditors of the Company, for a period of five (5) consecutive years from the conclusion of the 33rd AGM until the conclusion of the 38th AGM to be held in the financial year 2027-28.

The Statutory Auditors' Report on the Financial Statements of the Company for FY 2022-23 does not contain any qualifications, reservations, adverse remarks or disclaimer.

The Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act, in the year under review.

Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company appointed M/s. Ronak Jhuthawat &Co. a firm of Company Secretaries in Practice to conduct Secretarial Audit of the Company for the financial year 2022-23.

The Secretarial Audit Report for the financial year 2022-23 issued by the M/s. Ronak Jhuthawat & Co. does not contain any adverse remark, qualification or reservation. The Secretarial Audit Report for the financial year 2022-23 is given as 'Annexure IV' to this Report.

Internal Auditor

The Company has appointed Mr. V. Madhukar, Chartered Accountants (Membership No 214050) as Internal Auditors to conduct internal audit of the function and activities of the Company. The Audit Committee of the Board of Directors in consultation with the Internal Auditor formulate the scope, functioning, periodicity and methodology for conducting the internal audit.

Corporate Social Responsibility

There was no CSR obligation for the Financial Year 2022-23. The Report on CSR activities as required under the Companies (CSR Policy) Rules, 2014 along with the brief outline of the CSR policy is annexed as Annexure 'II' and forms an integral part of this Report. The Policy has been uploaded on Company's 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 Company's assets are adequately insured against the risk from fire and earthquake.

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

Internal financial control systems and its adequacy

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.

Company's internal control system is commensurate with its scale of operations designed to effectively control the operations. The internal control systems are designed to ensure that the financial and other records are reliable for the preparation of financial statements and for maintaining assets.

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 Aud it Committee and the Board of Directors.

Other Disclosures

> 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 'IN' and forms an integral part of this Report

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

> 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.

> 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 alongwith their status as at the end of the financial year is not applicable; and

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

Appreciation

The Board of Directors place on record sincere gratitude and appreciation for all the employees of the Company for their hard work, solidarity, co-operation and dedication during the year.