Madhav Marbles & Granites Ltd

Resolutions considered

• Authorise loan, guarantee or security for a loan to a specified person under Section 185.
• Mode of voting: electronic (e-voting).
• Votes polled: 774,366; in favour 774,328; against 38.
• Result: Passed with 99.9951% in favour.

AGM notice distribution

• 37th AGM scheduled for Sept 30, 2026 at 11:30 AM via VC/OAVM
• Notice and Annual Report for FY2025-26 sent electronically to registered email holders
• Shareholders without registered emails receive access via the provided web link
• Documents available on BSE and CDSL websites for reference
• Physical copies of the annual report available on request

Financial performance

• Standalone revenue: INR 304.62m, down from 309.49m prior year.
• EBITDA: INR 68.65m; growth from 45.44m.
• Pre-tax profit: INR 30.23m; improved from 10.87m.
• Post-tax profit: INR 23.88m; up from 7.51m.
• EPS: INR 2.67; Book value per share: INR 156.68.

Capital structure & liquidity

• Share capital unchanged at INR 89.47 crore.
• Net worth at INR 1,401.83 crore; strong equity base.
• Total borrowings about INR 7.96 crore; low leverage.
• Dividend not declared for FY2025-26.

Cash flows

• Net cash from operating activities: INR 40.07m.
• Investing cash flow negative due to capex and investments.
• Financing cash flow negative; debt repayments occurred.

Governance & board

• Board size six: two Executive, four Independent.
• Independent directors re-appointed: Devendra Manchanda, P Y Venkataraman, Arumugam Sivadasan.
• Whole-Time Director: Riddhima Doshi; MD/CEO: Madhav Doshi; both reappointed 2027-2030.
• Audit Committee; Secretarial Auditor: Ronak Jhuthawat & Co.

Related party transactions

• Material RPTs with MAVPL, MSL, MNSSPL; supersede prior EGM limits.
• MAVPL limit: INR 45 crore; MSL limit: INR 55 crore; MNSSPL limit: INR 8 crore.
• RPTs involve loans, deposits, purchases, investments; to be at arm's length.
• Promoter-director loans: intra-promoter limits of INR 3 crore.
• RPT approvals by shareholders; related parties abstain from voting.

Audit & risk disclosures

• Statutory auditors Nyati & Associates issued qualified opinion on standalone.
• Impairment assessment not performed for subsidiaries; management dispute noted.
• Consolidated results also flagged impairment indicators; ongoing monitoring planned.

Subsidiaries & investments

• MNSSPL to 100% owned; MAVPL 100% owned; MSL 13.33% direct.
• MAVPL and MNSSPL investments support real estate strategy.
• Madhav Ashok Ventures Pvt Ltd and other subsidiaries detailed in note filings.

Dividend & CSR status

• No dividend declared for FY2025-26.
• CSR obligation not applicable for FY2025-26.

AGM Details

• Date and time: 30 September 2026 at 11:30 IST.
• Mode: Video Conferencing / Other Audio Visual Means (VC/OAVM).
• Venue deemed at registered office for VC/OAVM proceedings.
• Book closure: 24 September to 30 September 2026.

Key Resolutions

• Adopt standalone financial statements for year ended 31 March 2026.
• Adopt consolidated financial statements for year ended 31 March 2026.
• Re-appoint Riddhima Doshi as Director liable to retirement by rotation.
• Re-appoint Devendra Manchanda as Independent Director for a second 3-year term.
• Re-appoint Pachampet Y. Venkataraman as Independent Director for a second 2-year term.
• Re-appoint Arumugam Sivadasan as Independent Director for a second 5-year term.
• Re-appoint Riddhima Doshi as Whole-time Director for 3 years.
• Approve material related party transactions with MAVPL up to ₹45 crore.
• Approve material related party transactions with MSL up to ₹55 crore.
• Approve material related party transactions with MNSSPL up to ₹8 crore.
• Authorize board to grant loans/guarantees/investments up to ₹200 crore for overseas subsidiaries.
• Authorize loans/guarantees up to ₹200 crore to directors' related parties.
• Allow unsecured funding from Mrs. Riddhima Doshi up to ₹3 crore.
• Allow unsecured funding from Mr. Madhav Doshi up to ₹3 crore.

Voting Results

• Voting results not disclosed in this filing.

Dividend

• No dividend proposed or declared for the year ended 31 March 2026.

Directors & KMP Changes

• Independent Directors re-appointed: Devendra Manchanda (3 years) and P Y Venkataraman (2 years).
• Arumugam Sivadasan re-appointed for a second 5-year term.
• Riddhima Doshi re-appointed as Whole-time Director; Madhav Doshi re-appointed as CEO/MD.
• Riddhima Doshi retires by rotation; Board to determine continuation.

Auditors

• Statutory auditors Nyati & Associates continue; tenure till the 38th AGM; fees as noted.

Material Related Party Transactions

• RPTs with MAVPL, MSL, and MNSSPL requiring shareholder approval; arm's length and ordinary course.
• Supersession of prior EGM limits with revised caps: MAVPL ₹45cr, MSL ₹55cr, MNSSPL ₹8cr.
• Aggregate RPT framework enables loans/guarantees to subsidiaries up to ₹200cr incl. overseas.

Other Approvals

• Company has a Related Party Transactions policy; SEBI LODR compliance noted.
• No ESOP scheme; director remuneration governed by board/ shareholder approvals.

Financial results

• Standalone and Consolidated unaudited results for quarter ended 30 June 2026 approved.
• Limited Review Report enclosed.

RPT limits amended

• MAVPL material RPT limit revised to INR 45 crore; period to 38th AGM.
• MNSSPL limit revised to INR 8 crore; period to 38th AGM.
• MSL limit revised to INR 55 crore; period to 38th AGM.

Board and KMP appointments

• Re-appoint Madhav Doshi as CEO and MD for 3 years (through Apr 30, 2030).
• Re-appoint Riddhima Doshi as Whole-time Director for 3 years.
• Re-appoint P Y Venkataraman as Independent Director for 2 years.
• Re-appoint Devendra Manchanda as Independent Director for 3 years.
• Re-appoint Arumugam Sivadasan as Independent Director for 5 years.

Internal audit appointment

• Appointed TM & Associates as Internal Auditors for FY 2026-27.

AGM & shareholder actions

• Notice for 37th AGM proposed Sept 30, 2026 via VC/OAVM.

Promoter loan

• Unsecured loan up to INR 6 crore from promoters; shareholder approval required.

Committee reconstitution

• Reconstituted Nomination & Remuneration Committee; new chair Surbhi Yadav.

ODI filing

• ODI filing processed; equity application of OMR 400,000 under execution.

Trading window

• Trading window closed until 48 hours after results.

Auditor remarks

• Independent auditor's review notes impairment indicators; qualified conclusion.

Meeting Details

• Board to be held on Thursday, August 13, 2026; time and venue not disclosed.

Key Agenda Items

• Unaudited standalone and consolidated financial results for the quarter ended June 30, 2026.
• Appointment of internal auditors.
• Reappointment of independent directors: Devendra Manchanda; P Y Venkataraman; Arumugam Sivadasan.
• Reappointment of Riddhima Doshi as Whole Time Director and Madhav Doshi as CEO and MD.
• Modification in related party transaction limits with subsidiaries and associates.

Other Notes

• Trading window closed for promoters/directors/officers/designated employees from July 1, 2026 until 48 hours after results declaration.

Dematerialisation processing and listing

• Dematerialisation requests processed; securities confirmed to depositories and listed on exchanges.
• Physical certificates for dematerialisation were mutilated and cancelled; depository name substituted as registered owner within 15 days.

Resolutions and outcomes

• Resolution 1: Ordinary approval for material related party transaction with Madhav Ashok Ventures Private Limited.
• Promoter group is interested; 35,083 votes in favour, total polled 35,083.
• Resolution 2: Ordinary approval for material related party transaction with Madhav Surfaces FZC LLC.
• Resolution 3: Ordinary approval for material related party transaction with Madhav Natural Stone Surfaces Private Limited.
• All three resolutions passed; all in favour; overall shareholder voting showed promoter support.
• No changes to board or governance disclosed; no capital raised.