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.
|
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)
|
Company's Financial Performance:
On standalone basis
Your Company's 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 Company's consolidated total revenues were Rs. 310.57 million in FY 25 in comparison with
Rs. 399.01 million in FY 24. The Company's 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 cost¬
saving 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 Company's 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 Company's 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 Company's business
Directors' Responsibility Statement:
Pursuant to section 134(3)(c) read with section 134(5) of the Act with respect to directors'
responsibility statement, the directors hereby confirm that:
(a) in the preparation of the annual accounts, the applicable accounting standards have been
followed and that no material departure has been made in following the same;
(b) appropriate accounting policies have been selected and applied consistently and judgements
and estimates made are reasonable and prudent so as to give a true and fair view of the state of
affairs of the Company at the end of the financial year and of the profit of the Company for that
period;
(c) proper and sufficient care for maintenance of adequate accounting records in accordance with
the provisions of Act have been taken for safeguarding the assets of the Company and for
preventing and detecting frauds and other irregularities;
(d) the annual accounts have been prepared on a going concern basis;
(e) internal financial controls to be followed by the Company had been laid down and such
internal financial controls are adequate and are operating effectively; and
(f) proper systems have been devised to ensure compliance with the provisions of all applicable
laws and that such systems are adequate and operating effectively.
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 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, 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
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
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 33rd Annual General Meeting to the conclusion of
38th 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.
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.
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.
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.
|
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
management's 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 Company's financial exposure to
the subsidiary.
|
Further, the Statutory Auditors in their Report on Consolidated Financial statements have made certain
qualifications. The Management's Reply thereto are as under:-
|
Auditors’ Qualification
|
Management Reply
|
|
In one of the subsidiaries of the Holding Company, the
|
In response to the audit qualification, the management
|
|
other auditor who audited the financial statements /
|
is optimistic about the future performance of its
|
|
financial information of the subsidiary has reported that
|
subsidiary, Madhav Ashok Ventures Private Limited,
|
|
the subsidiary company viz: Madhav Ashok Ventures
|
and its associate, Madhav Surfaces FZC LLC, Oman, in
|
|
Private Limited has made investments amounting to Rs.
|
the current financial year.
|
|
10,15,24,304 and has extended loans, including
|
This confidence is underpinned by the anticipated
|
|
interest, amounting to Rs.7,64,89,721/- to its associate
|
imposition of tariffs by the US on quartz products,
|
|
company, Madhav Surfaces FZC LLC as at 31st March
|
which is expected to enhance the competitive
|
|
2025. The report of the other auditor states that the net
|
advantage of the Oman-based operations over other
|
|
worth of the associate company has been fully eroded,
|
countries, including India. This development is likely to
|
|
which constitutes an indicator of impairment as per the
|
improve the product demand in Middle East, India, US
|
|
requirements of Indian Accounting Standard (Ind AS) 36
|
and European markets, thus improving profitability of
|
|
- Impairment of Assets. However, the Company has not
|
the associate, thereby indirectly strengthening the
|
|
performed an impairment assessment in respect of the
above investments and loans, nor has it recognised any
|
financial position of the subsidiary.
|
|
impairment loss in the financial statements for the year
|
Additionally, the Company anticipates improved cash
|
|
ended 31st March 2025. In the absence of such an
|
flows in the current year, supported by increased
|
|
assessment, we are unable to determine whether any
|
working capital availability and ongoing production
|
|
adjustments are required to the carrying values of the
|
and dispatches aligned with the projected targets.
|
|
investments and loans. Had such impairment been
|
The promoters have also reiterated their commitment to
|
|
assessed and recognised, the carrying value of these
|
the long-term stability of the subsidiary and are willing
|
|
financial assets, the profit or loss for the year, and the
|
to infuse additional funds if necessary to support its
|
|
related disclosures in the financial statements could
|
increased operations. These developments, combined
|
|
have been materially impacted.
|
with focused efforts to enhance operational efficiency
and market positioning, provide a strong basis for
management's 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 Board's 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 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
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 company's operations in future.
>- The Board of Directors has approved a Code of Conduct which is applicable to the Members of the
Board and all employees in the course of day to day business operations of the company.
>• The Company has adopted a Code of Conduct for Prevention of Insider Trading in accordance with the
requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 with a view to regulate
trading in securities by the Directors and designated employees of the Company. All Board Directors
and the designated employees have confirmed compliance with the Code. The Insider Trading Policy of
the Company covering code of practices and procedure for fair disclosure of unpublished price sensitive
information and code of conduct for the prevention of insider trading is available on the website of the
Company.
>- As required by the Sexual Harassment of Women at Work Place (Prevention, Prohibition & Redressal)
Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment
at the workplace with a mechanism of lodging complaints and has formed required committee. During
the year under review, no complaints were reported.
>• The details of the Committees of Board are provided in the Corporate Governance Report section of this
Annual Report.
>- In accordance with the provisions of the Act and Listing Regulations read with relevant accounting
standards, the consolidated audited financial statement forms part of this Annual Report.
>- The Company has followed applicable Secretarial Standards issued by the Institute of Companies
Secretaries of India.
>• As required under Section 134(3)(a) of the Act, the Annual Return is put up on the Company's website.
>- The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure '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 doesn't have any Holding Company;
>Ý 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
Chairman
Udaipur, September 04, 2025 DIN: 00185342
| 