Directors Report of Global Surfaces Ltd.

Mar 31, 2025

Your directors are pleased to present the 34th 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 31,2025.

FINANCIAL HIGHLIGHTS

The Company''s financial performance for the year ended on March 31,2025 is summarized below:

('' In Millions)
Particulars	Standalone		Consolidated
	March 31,	March 31,	March 31,	March 31,
	2025	2024	2025	2024
Revenue from Operations	1419.12	1621.35	2,076.44	2,252.91
Other Income	228.86	149.49	72.38	37.17
Total Income	1,647.98	1,770.84	2,148.82	2,290.08
Net Profit/(Loss)for the period (Before Tax, Exceptional and/or Extraordinary Items)	118.78	257.84	(249.28)	252.52
Net Profit/(Loss)for the period Before Tax (After Exceptional and/or Extraordinary Items)	118.78	257.84	(249.28)	252.52
Net Profit/(Loss)for the period After Tax (After Exceptional and/or Extraordinary Items)	78.33	210.64	(289.00)	197.81
Total Comprehensive Income for the period [Comprising Profit/(Loss)for the period (After Tax) and Other Comprehensive Income (After Tax)]	78.44	212.67	(284.84)	203.92
Equity Share Capital	423.82	423.82	423.82	423.82
Other Equity [Reserves (Excluding Revaluation Reserve)]	2969.28	2,890.84	2599.58	2,881.25
Earnings Per Share (of ''10.00 each) (For continuing and discontinued operations): 1. Basic:	1.85	4.97	(6.73)	4.41
2. Diluted:	1.85	4.97	(6.73)	4.41

STATE OF THE COMPANY''S AFFAIRS AND MAJOR DEVELOPMENTS

Global Surfaces Limited ("the Companyâ), along with its subsidiaries (collectively referred to as the "Groupâ), continues to strengthen its position as a technology-driven, innovation-led manufacturer of engineered quartz and natural stones. The Group operates a total of three manufacturing facilities strategically located across India and the United Arab Emirates. In India, the Company has two facilities: one at Bagru, Jaipur, which is engaged in the processing of natural stones, and another at the Mahindra World City SEZ in Jaipur, dedicated to the manufacturing of engineered quartz surfaces. Additionally, the Group operates a state-of-the-art engineered quartz manufacturing facility in Dubai, United Arab Emirates, through its wholly owned

subsidiary, Global Surfaces FZE ("Dubai Facilityâ).

These multi-shore operations are strategically positioned to efficiently serve key global markets while mitigating region-specific risks. The geographic diversification of manufacturing capabilities enhances the Group''s responsiveness to market demand, improves logistical efficiency, and enables delivery of a broader range of product offerings to its international clientele.

During the year under review, the Group achieved several key milestones:

Commercial Scale-up of Dubai Facility and Product Innovation

Following the commencement of commercial operations at its Dubai facility in February 2024, it focused on new product development through multiple trial runs and

R&D efforts. In September 2024, the Company introduced a premium product series under the name ''Quartzites''

The ''Quartzites'' series is crafted using high-grade Cristobalite, offering the refined appearance of natural stone in a sleek white hue. The collection features 22 distinct designs, blending natural elegance with modern functionality. With its low-maintenance and high-durability characteristics, the Quartzites series is positioned to cater to high-end residential and commercial applications globally.

Strategic Licensing Agreement and Launch of ''Marquartz'' Premium Series

Global Surfaces FZE, a wholly-owned subsidiary of the Company, entered into a License Agreement with SQIP, LLC, a Florida-based limited liability company, and Veegoo Technology Co. Ltd., based in the People''s Republic of China. The agreement provides exclusive rights to manufacture and market a new, IP-backed product series under the brand ''Marquartz''

The Marquartz collection represents a high-end engineered quartz series developed using patented technology and proprietary design formulations. This advancement enables the production of quartz slabs with intricate single or multi-color patterns, closely mimicking the random and natural vein formations found in stones like marble and granite through a process analogous to geological rifting. This technology significantly enhances the aesthetic appeal of quartz surfaces, aligning them more closely with natural stone, while preserving their inherent advantagesâsuperior hardness, strength, and resistance to stains, scratches, chemicals, and heat. This strategic arrangement reinforces the Company''s position in the premium product segment and supports margin expansion through differentiated offerings.

Navigating U.S. Market Uncertainties

During the year, the U.S. marketâone of the Company''s largest export destinationsâexperienced macroeconomic uncertainty due to presidential elections and an evolving stance on import tariffs for quartz surfaces. These factors impacted shipment cycles, project timelines, and buying patterns across trade channels. Despite these external headwinds, the Company effectively realigned its operational strategy, maintained customer engagement, and optimized its delivery and inventory planning to mitigate potential disruptions.

Industry Outlook and Peer Positioning

The global engineered quartz industry has shown early signs of stabilization. Key market participants, including

listed peers, have reported improving demand visibilityâ particularly in North Americaâdriven by gradual reductions in mortgage rates and growing interest in home renovation projects. However, the commercial real estate and hospitality segments remain cautious, with a potential recovery expected over the next 12-18 months.

Indian manufacturers continue to face competitive pressure from low-cost exporters in Southeast Asia, which currently benefits from zero anti-dumping or countervailing duties in the U.S. In contrast, Indian exporters are subject to a countervailing duty of upto 2.34%, with no anti-dumping margin in the current period.

Leading competitors are responding by:

â¢ Investing in advanced production lines and robotics

â¢ Launching new printed, high-value surfaces

â¢ Expanding geographic reach in Canada, France, Mexico, and Russia

â¢ Strategically targeting higher EBITDA margins by focusing on product mix and operational efficiency

Global Surfaces, with its unique Dubai-based manufacturing presence and recent premium products offering like Quartzites and Marquartz series, is well-positioned to navigate these shifts and capitalize on evolving global demand for high-performance and aesthetically superior quartz products.

Strategic Advantage through Multi-shore Operations

With integrated manufacturing capabilities in both India and the UAE, Global Surfaces continues to benefit from its multishore model, enabling it to respond with agility to dynamic global trade conditions, supply chain challenges, and customer-specific requirements. The Dubai facility has allowed the Company to optimize logistics, gain potential tariff advantages, and enhance delivery speed for critical international markets, including the U.S., Europe, and the Middle East.

These strategic initiatives and operational enhancements have strengthened the Company''s foundation for longterm sustainable growth, positioning it to respond effectively to global market trends and capitalize on emerging opportunities in the surface materials industry.

Further details on the business overview, performance metrics, and future outlook are discussed in the Management Discussion & Analysis Report.

FINANCIAL PERFORMANCEStandalone Performance

For the financial year ended March 31, 2025, the

standalone performance reflected a strategic recalibration of business operations, with total income from operations reported at ''1,647.98 million, compared to ''1,770.84 million in the previous year. The modest decline was primarily attributable to subdued demand in the natural stone and Engineered Quartz, impacted by macroeconomic challenges such as elevated mortgage rates and cautious consumer behaviour in the U.S. housing market, particularly around the presidential election period. Furthermore, industry-wide disruptions such as rising freight costs and European port congestion placed additional temporary pressures on operations.

The Company demonstrated operational resilience, reporting a net profit before tax of ''118.78 million, as compared to ''257.84 million in FY24. Net profit after tax for FY25 was ''78.33 million versus ''210.64 million in the previous year, largely influenced by increased costs associated with strategic investments in operational capacity and human resources aimed at future scalability.

Consequently, total comprehensive income was ''78.44 million compared to ''212.67 million in FY24, underscoring the strategic repositioning towards longterm sustainable growth.

Consolidated Performance

The consolidated performance for FY 2024-25 demonstrated the Company''s strategic investment phase, reporting total income from operations at ''2,148.82 million, compared to ''2,290.08 million in the preceding year. This financial outcome reflects planned operational investments, particularly the commissioning of the state-of-the-art UAE facility owned by Global Surfaces FZE, the wholly owned Subsidiary in Dubai, where initial months were dedicated to extensive product development, testing, and innovation activities.

Net profit before tax stood at ''(249.28) million, compared to ''252.52 million in FY24, reflecting strategic expenditure aimed at enhancing long-term competitive positioning. Net profit after tax recorded a loss of ''(289.00) million from a profit of ''197.81 million in the previous year, primarily due to the consolidation of initial operational costs associated with the new UAE facility and costs incurred for integrating advanced patented technology. The absorption of full depreciation and interest costs from the start of commercial production in February 2024, despite the facility still being in its stabilization phase, resulted in temporary margin pressures.

Total comprehensive income for the year was ''(284.84) million compared to ''203.92 million in FY24. The year marked a significant transitional phase, laying robust operational and technological foundations, including

the successful launch of the exclusive "Marquartzâ series and adopting a multi-shore manufacturing strategy. These initiatives, combined with the strategic geographic advantages of the UAE operations, position the Company effectively for scalable and profitable growth in future periods.

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the Company during the financial year under review.

DIVIDEND

In light of the performance in a challenging macroeconomic environment, and with a focus on prudently managing resources, the Board of Directors has not recommended any dividend for the financial year ended March 31, 2025. The Board remains firmly committed to enhancing long-term shareholder value through strategic initiatives, innovation, and disciplined capital allocation.

TRANSFER TO RESERVES

The Board of Directors has not transferred any amount to the General Reserve for the financial year ended March 31,2025.

INITIAL PUBLIC OFFERING

The Company had successfully completed its Initial Public Offering (IPO) in March 2023, raising ''119.28 crore through a fresh issue of equity shares, with its shares listed on BSE and NSE.

During the financial year under review, the Company has fully utilized the IPO proceeds in line with the objects stated in the Prospectus, and there has been no deviation or variation in the stated end-use of funds. For further details, refer to the notes to the financial statements.

SHARE CAPITAL

Authorized Share Capital

There has been no change in the authorized share capital of the Company during the financial year under review. As on March 31, 2025, the authorized share capital stood at ''55,00,00,000 (Rupees Fifty-Five Crores only), divided into 5,50,00,000 equity shares of ''10 each.

Issued, Subscribed and Paid-Up Share Capital

The issued, subscribed and paid-up equity share capital of the Company also remained unchanged during the financial year and stood at ''42,38,18,180 (Rupees Forty-Two Crores Thirty-Eight Lakhs Eighteen Thousand One Hundred and Eighty only), comprising 4,23,81,818 equity shares of ''10 each as on March 31,2025.

PREFERENTIAL ISSUE OF CONVERTIBLE WARRANTS

The Company had issued and allotted 95,00,000 convertible warrants on December 4, 2023, on a preferential basis to individuals belonging to both the promoter and non-promoter categories, at an issue price of ''210.00 per warrant.

An amount of ''49.88 crore, representing 25% of the warrant subscription money, was raised upon allotment. The proceeds of ''49.88 crore were fully utilized before March 31, 2024, in accordance with the objects stated in the Notice of Extraordinary General Meeting held on November 16, 2023, with no deviation or variation in the intended purposes. Further details of utilization are provided in the notes to the financial statements.

As on March 31,2025, the warrants remain outstanding for conversion and are due for conversion within 18 months from the date of allotment.

SUBSIDIARIES, JOINT VENTURES & ASSOCIATES

As on March 31,2025, the Company has three subsidiaries, the details of which are as follows:

Global Surfaces FZE (âGSF")

GSF, incorporated in the Jebel Ali Free Zone, Dubai, is a wholly-owned subsidiary of the Company. It is engaged in the manufacturing of engineered quartz surfaces. The Company''s advanced production facility in Dubai commenced commercial operations on February 9, 2024, supporting the Company''s multi-shore manufacturing strategy.

Global Surfaces Inc. (âGSI")

GSI is incorporated in the State of Delaware, USA, and is a 99.90% subsidiary of the Company. It is engaged in the purchase, sale, supply, and distribution of quartz, marble, granite, and similar surface materials. GSI serves as the Company''s commercial arm in the U.S., facilitating efficient market access and customer service.

Superior Surfaces Inc. (âSSI")

SSI, incorporated on May 5, 2023, in the State of Texas, USA, is a 50% held subsidiary of the Company. Despite holding 50% equity, the Company exercises control over SSI, and the entity is accordingly considered a subsidiary under applicable accounting standards. SSI is engaged in the distribution of artificial stones, including engineered quartz, focused on enhancing the Group''s distribution footprint in southern U.S. markets.

There has been no material change in the nature of the business of the subsidiaries.

Pursuant to Section 129(3) of the Companies Act, 2013 ("the Actâ), the Company has prepared Consolidated Financial Statements, which form part of this Annual Report. Pursuant to the provisions of Section 134 of the Act read with the Companies (Accounts) Rules, 2014, the highlights of performance and financial position of the subsidiaries of the Company for the year ended March 31, 2025, and their contribution to the overall performance of the Company are as under:

â¢ Global Surfaces Inc., USA, a subsidiary, reported a revenue of ''743.39 million during FY 202425 as against ''613.25 million in FY 2023-24, registering a growth of 21.2%. Profit after tax stood at ''0.59 million compared to ''1.96 million in the previous year, primarily impacted by exchange rate fluctuations and higher operating costs. The subsidiary continues to play a significant role in expanding the Company''s distribution presence in the North American market.

â¢ Global Surfaces FZE, UAE, a wholly owned subsidiary, recorded a revenue of ''643.66 million in FY 2024-25 as compared to ''573.45 million in FY 2023-24, reflecting a growth of 12.2%. The subsidiary incurred a net loss of ''358.74 million in FY 2024-25, as against a profit of ''55.74 million in the previous year. The decline is attributable to the full absorption of depreciation and interest costs from the commencement of commercial production at the newly commissioned Dubai facility, which began in February 2024. Additionally, the facility remained in the trial and stabilization phase for most of the year, including dedicated adaptation of one production line to the newly licensed technology from SQIP The UAE facility is expected to be a key growth driver in the coming quarters and aligns with the Company''s multi-shore manufacturing strategy to serve global markets efficiently.

â¢ Superior Surfaces Inc., USA, a 50% owned subsidiary, contributed ''88.03 million in revenue during FY 2024-25, compared to ''193.71 million in FY 2023-24. The subsidiary reported a net loss of ''7.29 million for the year under review as against a profit of ''21.64 million in the previous year. The decline was mainly on account of subdued demand and lower volume offtake.

A statement containing the salient features of the financial statements of the Company''s subsidiaries in Form AOC-1 is annexed as Annexure ''I'' to this Report.

The audited standalone and consolidated financial

statements, along with other statutory documents, are available on the Company''s website at www. globalsurfaces.in

The financial statements of the subsidiaries are also available on the website and can be accessed under the Investor Relations section. These documents are available for inspection at the Registered Office of the Company during business hours on all working days.

The Company has also formulated a Policy on Determining Material Subsidiaries, in line with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulationsâ). The policy is available on the Company''s website and can be accessed in the codes & policies section at: https://globalsurfaces.in/ investor-relations/corporate-governance/

No entity ceased to be a subsidiary, joint venture, or associate of the Company during the financial year ended March 31,2025.

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 arm''s length. Pursuant to Section 188 of the Act, and Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI (LODR) 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 arm''s length basis and within the ordinary course of business.

During the fiscal year 2024-25, 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 and reviewed by the Audit Committee. None of the transactions with related parties falls under the scope of Section 188(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 ofrelated party transactions and their handling, accessible on the Company''s website can be accessed in the codes & policies section at: https://globalsurfaces.in/ investor-relations/corporate-governance/

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT

Pursuant to the provisions of section 186 of the Act and Schedule V of the SEBI (LODR) Regulations, particulars of the loans, guarantees and investments made are disclosed in the notes to the financial statements.

DIRECTORS AND KEY MANAGERIAL PERSONNELDirectors

Your Company maintains an optimal and compliant mix of Executive and Non-Executive Directors, in accordance with the provisions of Regulation 17 of the SEBI (LODR) Regulations, as amended.

As on March 31, 2025, the composition of the Board of Directors is as follows:

â¢ Mr. Mayank Shah (DIN: 01850199) - Chairman and Managing Director

â¢ Mrs. Sweta Shah (DIN: 06883764) - Whole-time Director

â¢ Mr. Ashish Kumar Kachawa (DIN: 02530233) - NonExecutive, Non-Independent Director

â¢ Mr. Yashwant Kumar Sharma (DIN: 08686725) - NonExecutive, Independent Director

â¢ Mr. Sudhir Baxi (DIN: 00092322) - Non-Executive, Independent Director

â¢ Dr. Chandan Chowdhury (DIN: 00906211) - NonExecutive, Independent Director

Key Managerial Personnel (KMP)

The following individuals were designated as Key Managerial Personnel of the Company as on March 31, 2025, pursuant to Section 203 of the Act:

â¢ Mr. Mayank Shah - Chairman and Managing Director

â¢ Mrs. Sweta Shah - Whole-time Director

â¢ Mr. Kamal Kumar Somani - Chief Financial Officer

â¢ Mr. Dharam Singh Rathore - Company Secretary and Compliance Officer

Changes During the Financial Year and up to the Date of this ReportBoard of Directors:

â¢ Mr. Dinesh Kumar Govil (DIN: 02402409), Independent Director, ceased to be an independent Director of the Company due to his sad demise on August 28, 2024.

â¢ Mrs. Sweta Shah (DIN: 06883764), who was liable

to retire by rotation at the 33rdAnnual General Meeting, was reappointed as a director by the shareholders. Further, the designation of Mrs. Sweta Shah (DIN: 06883764) was changed from Executive Director to Whole-time Director, pursuant to the approval of the shareholders at the 33rd Annual General Meeting held on September 21,2024.

â¢ Dr. Chandan Chowdhury (DIN: 00906211) was appointed as an Additional Director (Independent) by the Board w.e.f. October 26, 2024, and was regularized as an Independent Director vide special resolution passed by members via postal ballot on December 5, 2024.

Key Managerial Personnel:

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

Director Retiring by Rotation

In accordance with the provisions of Section 152 of the Act, and the Articles of Association of the Company, Mr. Ashish Kumar Kachawa, Non-Executive, NonIndependent Director, is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and, being eligible, has offered himself for reappointment.

The resolution for his re-appointment along with requisite details, as mandated under the SEBI (LODR) Regulations and Secretarial Standards-2 (SS-2) issued by the ICSI, forms part of the Notice of the AGM and Explanatory Statement accompanying the Notice.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149(7) of the Act and Regulation 25 of the SEBI (LODR) Regulations, all Independent Directors of the Company have submitted declarations confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI LODR Regulations.

Further, the Independent Directors have also affirmed their compliance with the requirement of online registration with the Indian Institute of Corporate Affairs (IICA) for inclusion of their names in the Independent Directors'' databank maintained by the IICA. With respect to the proficiency requirement under Section 150(1) of the Act, read with applicable rules, the Board has taken on record the declarations from Independent Directors stating either: their exemption from the online proficiency selfassessment test based on their prescribed qualifications and experience, or their successful completion of the test conducted by the Institute.

In the opinion of the Board there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied that all Independent Directors of the Company are persons of integrity and possess the necessary expertise, experience, and proficiency in their respective fields of specialization.

Appointment of Dr. Chandan Chowdhury as Independent Director and Competency Assessment by the Board

During the year under review, Dr. Chandan Chowdhury (DIN: 00906211) was appointed as an Additional Director in the category of Non-Executive Independent Director by the Board of Directors on October 26, 2024. His appointment as Independent Director was subsequently approved vide special resolution passed by members through Postal Ballot on December 5, 2024, with effect from the date of Board appointment.

Dr. Chowdhury is a Practicing Professor at the Indian School of Business (ISB), and he leads the Munjal Institute for Global Manufacturing and the Punj Lloyd Institute of Infrastructure Management. He holds a Ph.D. from the Hungarian Academy of Sciences and brings a distinguished industry and academic background.

He has previously held senior leadership positions in global technology companies such as IBM and Dassault Systemes, including roles as Managing Director and Country Manager (India Geo) and Vice President - Global Affairs. He is widely recognized for his contributions in the domains of operations, skilling, and sustainability, and has actively participated in national-level initiatives with NITI Aayog and the Bureau of Indian Standards. Dr. Chowdhury is deeply committed to leveraging technology to drive sustainable and inclusive development, especially in the context of the Fourth and Fifth Industrial Revolutions.

The Nomination and Remuneration Committee (NRC) and the Board of Directors, after a thorough evaluation of his qualifications and contributions, concluded that Dr. Chowdhury possesses the following key skills and competencies relevant to the role of an Independent Director:

â¢ Strategic Planning and Leadership

â¢ Operations Management

â¢ Research, Development & Innovation

â¢ Corporate Governance

â¢ Risk Management

The Board is of the considered view that Dr. Chowdhury''s appointment is in the best interest of the Company, and his multifaceted background will bring valuable insight and independent judgment to the Board.

The terms and conditions of appointment of Independent Directors are available on the Company''s website and can be accessed in the codes & policies section at: https://globalsurfaces.in/investor-relations/corporate-governance/

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of the Act and the SEBI (LODR) 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 Company''s website at https://globalsurfaces.in/investor-relations/corporate-governance/

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 (LODR) 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 ofshareholder value, expertise in providing strategic guidance, risk oversight, and understanding of the Company''s 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 May 28, 2025, 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 May 28, 2025, also reviewed the evaluation feedback. Areas for improvement identified through this evaluation exercise were suggested to the Board and are being implemented to further strengthen the corporate governance framework of the organization.

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 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 the year 2028.

The Statutory Audit report on the Standalone and Consolidated financial statements for the financial year 2024-25, forms part of this Annual Report, does not contain any qualification, reservation, adverse remark, or disclaimer.

Secretarial Auditor:

I n accordance with the provisions of section 204 of the Act, and the rules thereunder, M/s. Pinchaa & Co., Company Secretaries (FRN: P2016RJ051800), was appointed as the Secretarial Auditor for the financial year 2024-25. Their report in Form MR-3, included as Annexure ''III'' to this Report, does not contain any reservation, qualification, adverse remark, or disclaimer.

Pursuant to the recent amendment to Regulation 24A of the SEBI (LODR) Regulation, which mandates the appointment of a Secretarial Auditor for a continuous term of five years, the Board of Directors of the Company, at its meeting held on May 28, 2025 pursuant to the

recommendation of the Audit Committee, approved the appointment of M/s. Pinchaa & Co., Company Secretaries (FRN: P2016RJ051800) as the Secretarial Auditor of the Company for a period of five (5) consecutive financial years as their first term, commencing from the financial year 2025-26 to 2029-30.

The said appointment is subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company. The above proposal and related information forms part of the Notice of the AGM and is placed for your approval.

Annual Secretarial Compliance Report

A Secretarial Compliance Report, pursuant to regulation 24A of the SEBI (LODR) Regulations, for the financial year 2024-25 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, as issued by M/s. Pinchaa & Co., Company Secretaries (FRN: P2016RJ051800) 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, 2024 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 2024-25.

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 or secretarial 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.

MEETINGS OF BOARD

During the financial year under review, 7 (Seven) 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 Act.

BOARD''S COMMITTEES

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

â¢ Audit Committee

â¢ Corporate Social Responsibility Committee

â¢ Nomination and Remuneration Committee

â¢ 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.

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 Company''s website and can be accessed in the codes & policies section at: https://globalsurfaces. in/investor-relations/corporate-governance/

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 Company''s Code of Conduct. This policy provides a systematic mechanism for reporting concerns and includes safeguards against victimization. The policy is available on the Company''s website and can be accessed in the codes & policies section at: https://globalsurfaces.in/investor-relations/corporate-governance/

During the financial year 2024-25, the mechanism functioned effectively, and no whistleblower complaints were reported.

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 2024-25, the Company contributed ''57.12 Lacs towards CSR activities. The CSR Policy can be accessed on the Company''s website and can be accessed in the codes

& policies section at: https://globalsurfaces.in/investor-relations/corporate-governance/

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 Company''s competitive advantage. The Risk Management Policy, encompassing risk assessment and management across the enterprise, is available on the Company''s website and can be accessed in the codes & policies section at: https://globalsurfaces.in/investor-relations/corporate-governance/

Detailed information on various risks identified by the Company and their respective mitigation plans, in line with the enterprise risk management framework, is comprehensively discussed in the Management Discussion and Analysis Report, forming part of the Annual Report.

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 Company''s contractual workforce. The Internal Committee (''IC'') has been constituted to consider and redress all complaints of sexual harassment at workplace. During the financial year 2024-25, no new complaints were received, and there were no pending complaints at year-end.

ANNUAL RETURN

As per section 92(3) read with section 134(3) of the Act, the Annual Return as of March 31, 2025, is available on the Company''s website at https://globalsurfaces.in/ investor-relations/financials/.

DEPOSITS

During the year under review, your Company has not accepted any deposits falling within the ambit of Section 73 of the Act 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.

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 Company''s 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 2024-25. The Statutory Auditor provided an unmodified report on the Internal Financial Controls with reference to financial statements for the financial year 2024-25.

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.

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 Act, are provided in Annexure ''V'' to this report.

NOMINATION AND REMUNERATION POLICY

In accordance with the Act, and the SEBI (LODR) Regulations, 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 Company''s website and can be accessed in the codes & policies section at: https://globalsurfaces.in/investor-relations/

corporate-governance/

PARTICULARS OF EMPLOYEES

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

In accordance with the provisions of Section 197(12) of the Act and Rule 5(2) and 5(3) 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 Act, 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.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CORPORATE GOVERNANCE

The Company has adhered to the corporate governance requirements mandated by the SEBI (LODR) Regulations. The corporate governance report, along with a certificate from a M/s. Pinchaa & Co., Company Secretaries confirming compliance with conditions stipulated under Regulation 34(3) read with Part E of Schedule V of the SEBI (LODR) Regulations, is included in the Board''s Report.

LISTING OF SHARES

Your Company''s 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 Company''s shares are not suspended for trading on Stock Exchange(s).

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:

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

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

â¢ Buy-back of shares under Section 67(3) of the Act.

â¢ Settlements with banks or financial institutions.

â¢ Details of revision of financial statements or the Report.

â¢ Failure to implement any corporate action.

â¢ Amounts received from Directors or relatives of Directors.

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

â¢ 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.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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 31,2025, and of the profit /Loss 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 Act 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."

MATERIAL CHANGES & COMMITMENTS

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

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 Company''s going concern status or its operations in the future.

CERTIFICATIONS AND AWARDS 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.

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.

Mar 31, 2024

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 Company''s 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) Total Comprehensive Income for the period	210.64	250.74	197.81	242.34
[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)] Earnings Per Share (of '' 10.00 each) (For continuing and discontinued operations):	2,890.84	2,179.41	2,881.25	2,189.48
1. Basic:	4.97	7.34	4.41	7.10
2. Diluted:	4.97	7.34	4.41	7.10

2. STATE OF COMPANY''S 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 company''s 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 company''s business lines and maximizing shareholder returns. To support the company''s longterm 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 doesn''t 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 Company''s 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 nonpromoter 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 Company''s 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 Company''s website at www.globalsurfaces.in. The financial statements of the subsidiary companies are also available on the Company''s 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

Company''s 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 arm''s 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 arm''s 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 Company''s 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:

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

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

â¢ Mr. Ashish Kumar Kachawa (DIN: 02530233) - Director (Non-Executive- Non IndependentDirector)

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

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

â¢ Mr. Sudhir Baxi (DIN: 00092322) - Director (NonExecutive -Independent Director)

Key Managerial Personnel:

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

â¢ Mr. Mayank Shah - Chairman and Managing Director

â¢ Mrs. Sweta Shah - Director (Executive)

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

â¢ 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:

â¢ 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.

â¢ 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 selfassessment 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 Board''s 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 Company''s 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.

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.

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 Company''s 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 202324, 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. BOARD''S COMMITTEES

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

â¢ Audit Committee

â¢ Corporate Social Responsibility Committee

â¢ Nomination and Remuneration Committee

â¢ Stakeholders Relationship Committee

18. PREVENTION OF INSIDER TRADING

19. VIGIL MECHANISM/WHISTLE BLOWER POLICY

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 Company''s website at https:// globalsurfaces.in/company-policies/.

21. RISK MANAGEMENT POLICY

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

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 Company''s 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 Company''s 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

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 Company''s 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 Board''s 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

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(3X0 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)Â® 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

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

GREENGUARD Certification

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

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

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

MayankShah

Chairman and Managing Director DIN:01850199

Place: Dubai Dated: August 14, 2024

Mar 31, 2023

Your directors are pleased to present the 32nd 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 31,2023.

1. FINANCIAL HIGHLIGHTS

The Companyâs financial performance for the year ended on March 31,2023 is summarized below:

(T In Millions)
Particulars	Standalone		Consolidated
	March31,2023	March 31,2 02 2	March 31,2023	March 31,2 02 2
Total Income from Operations	1,770.30	1,893.71	1,780.66	1,903.13
Net Profit/(Loss)for the period (Before Tax, Exceptional and/or Extraordinary Items)	260.38	358.58	252.91	361.06
Net Profit/ (Loss)for the period Before Tax (After Exceptional and/or Extraordinary Items)	260.38	358.58	252.91	361.06
Net Profit/ (Loss)for the period After Tax (After Exceptional and/or Extraordinary Items)	250.74	354.60	242.34	356.34
Total Comprehensive Income for the period [Comprising Profit/(Loss)for the period (After Tax) and Other Comprehensive Income (After Tax)]	251.05	355.34	257.13	357.26
Equity Share Capital	423.82	338.62	423.82	338.62
Other Equity [Reserves (Excluding Revaluation Reserve)]	2,179.41	997.78	2,189.48	1,001.72
Earnings Per Share (of ^10.00 each) (For continuing and discontinued operations): Basic:	7.34	10.47	7.10	10.52
Diluted:	7.34	10.47	7.10	10.52

2. STATE OF COMPANY''S AFFAIRS AND PERFORMANCE

The Financial Year 2022-23 was one of the significant years as we achieved a major milestone during the year by going public. Further information on the Business overview and outlook and State of the affairs of the Company is discussed in detail in the Management Discussion & Analysis Report.

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

Revenue and Profit (Standalone)

Your Companyâs total income during the year under review amounting to ^1,770.30 Mn. as compared to ^1,893.71 Mn. in previous financial year and net Profit After Tax (PAT) amounting to ^250.74 Mn. as compared to ^354.60 Mn. in previous year recording a decrease of 29.29 %in 2022-23. During the financial year decrease in the Profit after Tax (PAT) is due to increase in rawmaterial prices. Revenue and Profit (Consolidated)

The total income during the year under review amounting to ^1,780.66 Mn. as compared to ^1903.13 Mn. in previous financial year and net Profit After Tax (PAT) amounting to ^242.34 Mn. as compared to ^356.34 Mn. in previous year recording a decrease of 31.99% in 2022-23. During the financial year decrease in the Profit after Tax (PAT) is due to increase in rawmaterial prices.

3. DIVIDEND

The Board of Directors aim to grow the business lines of the Company and enhance the rate of return on investments of the shareholders. With a view to financing the long-term growth plans of the Company that requires substantial resources, the Board of Directors did not recommend any dividend for theyear under review.

4. TRANSFER TO RESERVES

Your Board doesnât propose to transfer any amount to General Reserve for the financial year ended on March 31,2023.

5. INITIAL PUBLIC OFFERING (IPO)

During the financial year ended 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 byway of fresh issue of equity shares to the public.

The Offer was subscribed to the extent of 12.21 times (excluding the Anchor Investor Portion) as per the bid books of NSE and BSE after removing all rejections. The Board remains grateful to all investors for their overwhelming response to the IPO.

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 Companyâs shares are compulsorily traded in dematerialized form.

As of March 31,2023,100% Shares ofthe Company are held in demat form.

The listing fees for the year 2023-24 have been paid to both BSE as well as NSE.

6. CHANGE IN CAPITAL STRUCTURE Authorized Share Capital

There was no change in the authorized share capital of the Company during the year under review.

The current Authorized Share Capital of the Company is ^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.

Paid Up and Subscribed Share Capital

Company had made the Initial Public offer of equity shares comprising of Fresh issue and offer for sale ofEquity Shares. After the completion of the initial public offer the post-paid up equity share capital of the Company increased from ^ 33,86,18,180 (Thirty-three crore eighty-six lakhs eighteen thousand one hundred and eighty) Consisting of 3,38,61,818 (Three Crore thirty-eight lakhs sixty-one thousand eight hundredand eighteen only) Equity shares of ^10 each to ^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 eighthundred and eighteen only) EquityShares of ^10 each.

7. SUBSIDIARY COMPANY

Your Company along with the following Wholly Owned Subsidiary and Subsidiary of the Company is engaged in the business of processing of natural stones and manufacturing engineered quartz, not onlyin the country but also across the globe:

Global Surfaces FZE-Wholly Owned Subsidiary Global Surfaces Inc. (USA)-Subsidiary

Superior Surfaces Inc. was incorporated on May 05, 2023 in State of Texas, USA. Its main activity is distribution of artificial stones including engineering quartz.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (the Act), the Company has prepared Consolidated Financial Statements which forms part of this Annual Report. A separate statement containing salient features of the financial statements of the Company''s Subsidiaries in prescribed form AOC-1 is annexed as Annexure-I to this report. The audited financial statements including the consolidated financial statements of the Company and all other documents required to be attached thereto is available on the Company''s website i.e., www.globalsurfaces.in The financial statements of the Subsidiary Companies is available on the Company''s website i.e. www.globalsurfaces.in These documents will also be available for inspection on all working days, during business hours, at the Registered Office of the Company. The Company is already having a policy for determining material subsidiaries and the sameisavailable on Company''s website at theweb linki.e., https://globalsurfaces.in/wp-content/uploads/documents/Company-Policies/Policy%20for%20determining%20material%20subsidiary.pdf

There was no Company which has ceased to be Company''s Subsidiary, Joint Venture or Associate Company during the financial year ended on March 31, 2023.

8. MATERIAL CHANGES & COMMITMENTS

In pursuance to section 134(3)(L) of the Act, no material changes and commitments have occurred after the closure of the financial year to which the financial statements relate till the date of this report, affecting the financial position of the Company.

9. MATERIALORDERS

In pursuance to Rule 8 (5) (vii) of the Companies (Accounts) Rules, 2014, no significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company''s operationsin future.

10. PARTICULARS OF LOANS, GUARANTEESAND INVESTMENT

Pursuant to the provisions of section 186 oftheActand Schedule V of the Regulations, investments made are provided as part of the financial statements. There are no loans granted, guarantees given or issued or securities provided by your Company in terms of section 186 ofthe Act, read with the rulesissued there under.

11. DEVIATION(S) OR VARIATION(S) IN THE USE OF PROCEEDS OF

INITIAL PUBLIC ISSUE (IPO), IFANY

There were no instances of deviation(s) or variation(s) in the utilization of proceeds of IPO as mentioned in the objects of Offer in the Prospectus dated March 16, 2023, in respect of the IPO of the Company.

12. RELATEDPARTYTRANSACTIONS

Global has historically adopted the practice of undertaking related party transactions only in the ordinary and normal course of business and at arm''s length as part of its philosophy of adhering to highest ethical standards, transparency and accountability. Pursuant to theprovisions ofSection 188 ofthe Act read with rules issued there under and Regulation 23 of the listing regulations, all contracts / transactions /arrangements entered by the Company during the financial year with the related parties were in ordinary course of business and on an arm''s length basis.

During the financial year 2022-23, all transactions with related parties were reviewed and approved by the Audit Committee. Prior omnibus approval of the Audit Committee has been obtained for the transactions which are ofrepetitive nature. The transactions entered into pursuant to the omnibus approval so granted along with a statement giving details of all related party transactions was placed before the Audit Committee on quarterly basis, specifying the nature, value and terms and conditions of the same. The Company has made transactions with related parties pursuant to section 188 of the Act. The particulars of material contracts or arrangements with related parties referred to in sub-section (1) of section 188 of the Act in the FormAOC-2 is annexed herewith as Annexure ''II''.

The Company has formulated a policy on materiality of related party transactions and also on dealing with related party transactions which has been uploaded on the Company''s website at the web link

https://globalsurfaces.in/wp-content/uploads/documents/Company-

Policies/Policy%20on%20Dealing%20with%20Related%20Party%20Transactions.pdf

13. BOARDANDCOMMITTEEMEETINGS

The details of Board and Committee meetings held during the financial year ended on March 31, 2023 are set out in the Corporate Governance Report which forms part of this report. The gap between two consecutive meetings was held within the time period stipulated under the Act, Secretarial Standard-1 and the listing regulations.

14. DIRECTORSAND KEYMANAGERIAL PERSONNEL Directors

Your Company has an optimum combination of executive as well as non-executive Directors in compliance with Regulation 17 of the Listing Regulationsasamended from time to time.

Board of Directors ofthe Companyas on March 31,2023:

Name Designation Category

Mr. MayankShah Chairmanand ExecutiveDirector

Managing Director

Mrs. Sweta Shah Director Executive Director

Mr.AshishKumarKachawa Director Non-Executive

Director

Mr. DineshKumarGovil Director Independent

Director

Mr. Yashwant Kumar Director Independent

Sharma Director

Mr. SudhirBaxi Director Independent

Director

KeyManagerial Personnel

Name Designation

Mr. MayankShah Chairmanand ManagingDirector

Mr. Rajesh Gattani Chief Financial Officer

Mr. Aseem Sehgal Company Secretaryand

Compliance Officer

Changes during the period under review:

During the year under review, the following changes occurred in the Board of Directors:

â¢ In accordance with the provisions of the Section 152 of the Act and the Articles of Association of the Company, Mr. Ashish Kumar Kachawa, Non-Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, has offered himself for re-appointment.

â¢ Mr. Mayank Shah was appointed as Chairman and Managing Director with effect from March 02, 2019 and it is proposed to re-appoint him as Chairman and Managing Director at ensuing AGM for a period of 5 (Five) years commencing from March 01,2024.

â¢ Necessary resolutions for the appointment/re-appointment of aforesaid Directors, wherever applicable, have been incorporated in the notice convening the ensuing AGM. As required under the listing regulations and Secretarial Standards on General Meetings issued by ICSI, the relevant details of Directors retiring by rotation and/or seeking appointment/re-appointment at the ensuing AGM are furnished as Annexure Aâ to the notice of AGM.

Key Managerial Personnel (KMP)

Mr. Rajesh Gattani, resigned from the position of Chief Financial Officer of the Company with effect from close of business hours of July 04,2023.

15. DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of section 149(7) of the Act and Regulation 25 of the listing regulations all Independent Directors of the Company have given declaration that they meet the criteria of independence laid down in Section 149(6) of the Act and Regulation 16(1) (b) of Listing Regulations and also affirmed compliance regarding online registration with the ''Indian Institute of Corporate Affairsâ (IICA) for inclusion of name in the databank of Independent Directors. With regard to 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 have taken on record the declarations submitted by Independent Directors that they are exempt from appearing in the test or they have passed the exam as required by the institute.

The terms & conditions for the appointment of Independent Directors are given on the website of the Company.

16. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of the Act and the listing regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights, and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. All new Independent Directors inducted into the Board attend an orientation program which enables them to augment their knowledge & skills, so that they can discharge their responsibilities effectively and efficiently. The details of such familiarization programmes imparted to Independent Directors are posted on the website of the Company and can be accessed at https://globalsurfaces.in/wp-content/uploads/documents/Company-Policies/Details%20of%20familarization%20programme.pdf

17. FORMAL ANNUAL EVALUATION

Performance evaluation is becoming increasingly important for Board and Directors and has benefits for individual Directors, Board and the Companies for which they work.

The Securities and Exchange Board of India has issued a Guidance Note on Board Evaluation and pursuant to the provisions of the Act, the Board of Directors has carried out an annual performance evaluation of its own performance, Board Committees and individual Directors.

The performance evaluation of the Board was based on criteria such as composition and role of the Board, Board communication and relationships, functioning of Board Committees of Board processes, manner of conducting the meetings, review of performance of Executive Directors, value addition of the Board members and corporate governance, succession planning, strategic planning etc. Evaluation of Committees was based on criteria such as adequate independence of each Committee, manner of conducting the meetings, frequency of meetings and time allocated for discussions at meetings, functioning of Board Committees, value additions made by the members of the committees and effectiveness of its advice/recommendation to the Board, etc.

Evaluation of Directors was based on criteria such as participation and contribution in Board and Committee meetings, representation of shareholder interest and enhancing shareholder value, experience and expertise to provide feedback and guidance to top management on business strategy, governance, risk and understanding of the organizationâs strategy etc.

Performance evaluation of every Director was done by the Independent Directors and also by the Nomination and Remuneration Committee in their meetings held on March 01, 2023 and May 29,2023 respectively.

18. AUDITORS AND AUDITORSâ REPORT Statutory Audi tor

M/s. B Khosla & Co., Chartered Accountants (FRN 000205C) the Statutory Auditor of the Company were appointed at 28th Annual General Meeting (AGM) of the Company held on September 16, 2019 for a period of five years.

Pursuant to the amendments of Section 139 of the Companies Act, 2013 by the Companies Amendment Act, 2017 notified on May 07, 2018, the requirement of ratification of Statutory Auditors by the Members has been withdrawn and therefore, it is not required to ratify the appointment everyyear.

The Auditors in their report for the financial year 2022-23 have given unmodified opinion.

As per sub section 12 of section 143 of the Act during the financial year, no fraud was reported by the Auditor of the Company in their Audit Report.

The term of M/s. B Khosla & Co., Chartered Accountants, the Statutory Auditor of the Company would expire at the ensuing Annual General Meeting of the Company. In the Board meeting held on May 29â 2023 it is proposed to re-appoint M/s B Khosla & Co., Chartered Accountants as Statutory Auditors of the Company for second term for the period of five years commencing from April 01, 2023 to March 31, 2028 to hold office from the conclusion of 32nd AGM till the conclusion of 37th AGM of the Company subject to the approval of shareholders in the Annual General Meeting of the Company which will held on Wednesday, September 20,2023.

Secretarial Auditor

Pursuant to provisions of section 204 of the Act and rules made there under, M/s. Vimal Gupta and Associates, Company Secretaries, (FRN: S2016RJ382000), was appointed as Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2022-23. An Audit Report issued in form MR-3 by M/s. Vimal Gupta & Associates, Company Secretaries, in respect of the Secretarial Audit of the Company for the financial year ended on March 31, 2023, is attached as Annexure ''III'' to this Report. The report doesnât contain any reservation, qualification or adverse remark or disclaimer.

The Board has appointed M/s. Mukul Dusad & Associates (FRN: S2019RJ707900), Company Secretaries as Secretarial Auditor of the Company to carry out Secretarial Audit of the Company for the financial year 2023-24.

19. BOARDâS COMMITTEES

The Board of Directors of the Company constituted the following

Committees:

a) Audit Committee

b) Corporate Social Responsibility Committee

c) Nomination and Remuneration Committee

d) Stakeholders Relationship Committee

The Committees'' composition, charters and meetings held during the year and attendance there at, are given in the Report on Corporate Governance forming part ofthis Annual Report.

20. PREVENTION OFINSIDERTRADING

Pursuant to the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and amendments thereto, the Board has formulated and implemented a Code of Conduct to regulate, monitor and report trading by its designated Persons and other connected persons and Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information. The trading window is closed during the time of declaration of results and occurrence of any material events as per the code. The same is available on the Company''s website at the web linki.e.

https://globalsurfaces.in/wp-content/uploads/documents/Company-

PoliCies/Policy%20and%20Procedures%20for%20Inquiry%20in%20Case%20of%20Leak%20or%20Suspected%20Leak%20of%20UPSI.pdf

21. VIGIL MECHANISM/WHISTLE BLOWERPOLICY

The Company has established a Whistle Blower Policy to deal with the cases of unethical behavior in all its business activities, fraud, mismanagement and violation of Code of Conduct of the Company. The policy provides systematic mechanism to report the concerns and adequate safeguards against the victimization, ifany. The policy is availableontheCompany''swebsiteattheweblinki.e., https://globalsurfaces.in/wp-content/uploads/documents/Company-Policies/Vigil%20Mechanism%20_%20Whistle%20Blower%20Policy.pdf

During the financial year, no whistle blower event was reported and mechanism is functioning well. No personnel have been denied access to the Audit Committee.

22. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company firmly believes that the commitment towards playing a defining role in the development of its stakeholders extends to uplifting the lives of the Marginalized segments of the society, living in and around its areas of operation. The principles of Corporate Social Responsibility (CSR) are deeply imbibed in your Company''s corporate culture.

The Annual Report on CSR activities as required under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 read with section 134(3) and 135(2) of the Act, is annexed herewith as Annexure ''IV'' to this report. To amplify outreach efforts, your company has contributed a sum of ^59,48,238 towards CSRactivities during the financial year 2022-23.

The Company has CSR Policy in place and the same can be accessed at https://globalsurfaces.in/wp-

content/uploads/documents/Company-Policies/CSR%20Policy.pdf

23. RISKMANAGEMENT POLICY

The Company has framed and implemented a Risk Management Policy to identify the various business risks. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage. The Risk Management Policy defines the risk management approach across the enterprise at various levels including documentation and reporting. The policy is available on the Company''s website at the web linki.e.,

https://globalsurfaces.in/wp-content/uploads/documents/Company-

Policies/Risk%20Assessment%20and%20Management%20Policy.pdf

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

In order to prevent sexual harassment of women at work place âThe Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" was notified on December 09,2013, under the said Act, every Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

In terms of the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company adopted a policy for prevention of Sexual Harassment of Women at workplace and also set up an Internal Complaints Committee to look into complaints relating to sexual harassment at workplace of any women employee. During the financial year 202223, no new complaint has been received. Hence, no complaint is pending at the end of the financial year.

25. ANNUALRETURN

Pursuant to section 92(3) read with section134(3) of the Act, the Annual Return as on March 31, 2023 is available on the Company''s website on

https://globalsurfaces.in/annual-reports-and-annual-returns/

26. DEPOSITS

During the financial year under review, your Company has neither invited nor accepted or renewed any fixed deposit in terms of provisions of section 73 to 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. No amount of principal or interest was outstanding as on March 31,2023.

27. INTERNAL FINANCIAL CONTROLS

Your Company put sufficient internal financial control system adequate with the size of its business operations. Internal control systems comprising of policies and procedures are designed to ensure sound management of your Company''s operations, safe keeping of its assets, optimal utilization of resources, reliability of its financial information and compliance. Systems and procedures are periodically reviewed to keep pace with the growing size and complexity ofyour Company''s operations.

During the financial year under review, the Statutory Auditor in their Report on the Internal Financial Control with reference to financial statements for the financial year 2022-23 has given unmodified report.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGSAND OUTGO

Information on Conservation of Energy Technology Absorption, Foreign Exchange Earnings and Outgo pursuant to section 134 of the Act read with rules made there under is given in Annexure ''V'' to this report.

29. NOMINATIONAND REMUNERATION POLICY

In line with the requirements of Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Nomination and Remuneration Policy. The Nomination and Remuneration policy provides guidelines to the Nomination and Remuneration Committee relating to the Appointment, Removal & Remuneration of Directors, Key Managerial Personnel and Senior Management. This policy formulates the criteria for determining qualifications competencies, positive attributes and independence for the appointment of a director (executive / non-executive) and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel, Senior Management and other Employees.

It also provides the manner for effective evaluation of performance of Board, its committees and individual directors. The Nomination and Remuneration Policy can be accessed on the Company''s website at https://globalsurfaces.in/wp-content/uploads/documents/Company-Policies/Nomination%20and%20Remuneration%20Policy.pdf

The statement containing particulars of employees as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given herein below:
SI. No.	Nameofthe Employee	Designation	Remuneration (? In lakhs)	Nature ofthe employment (contractual or otherwise)	Qualification	Experience (In years)	Date of Commencement ofemployment	Age	Previous Employment	Whether relative ofthe director, ifyes name of the Director	Percentage of equity shares held by the employee In the Company
1	Mayank Shah	Chairman and Managing Director	190.16	Contractual	Bachelorâs degree in commerce	18	01.04.2016	46	Own Business	Spouse of Mrs. Sweta Shah	55.46%
2	Sweta Shah	Executive Director	69.60	Onroll Employee	Bachelorâs degree in commerce	02	11.09.2021	47	Own Business	Spouse of Mr. Mayank Shah	5.66%
3	Sanjeev Bansal	Vice President-Marketing	37.36	Onroll Employee	Bachelorâs degree in commerce	30	11.07.2018	56	Aro Granite Industries Limited	No	0.00%
4	Rajesh Gattani*	Chief Financial Officer	26.19	Onroll Employee	Chartered Accountant	08	07.06.2018	33	M/s. Surendra Gupta & Associates	No	0.00%
5	A run Kant Dixit	General Manager-Production	23.13	On roll Employee	Bachelorâs degree in commerce	30	21.11.2007	59	Mercury Granite Private Limited	No	0.00%
6	Rajesh Choudhary	Production Manager	20.75	On roll Employee	Bachelorâs degree in commerce	20	01.09.2018	44	Paradigm Granite Limited	No	0.00%
7	Arihantjain	Manager- Operations	13.04	On roll Employee	Master of Business Administration	05	08.03.2021	36	N.A.	No	0.00%
8	AshishAgarwal	Accounts Manager	10.06	Onroll Employee	Chartered Accountant	04	20.07.2021	27	SK Finance Limited	No	0.00%
9	Ashutosh Pandey*	Production in Charge	10.08	On roll Employee	Bachelor of Arts	15	10.07.2018	34	Baba Quartz Pvt Ltd.	No	0.00%
10	RamNiranjan Verma	Exports Manager	9.83	On roll Employee	Bachelorâs degree in commerce	19	01.04.2004	53	N.A.	No	0.00%

* Mr. Ashutosh Pandey, Production in Charge of the Company has resigned with effect from February 17,2023 and Mr. Rajesh Gattani, Chief Financial Officer of the Company has resigned with effect from July 04,2023.

The details in terms of section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure *vr to this report.

31. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report forming part of this Annual Report and has been annexed with the Boardâs Report.

32. CORPORATEGOVERNANCE

The Company has complied with the requirements of corporate governance as stipulated under the listing regulations. The corporate governance report and certificate from practicing Company Secretary confirming compliance of conditions as required by Regulation 34(3) read with Part E of Schedule V of the listing regulations, form part of the Boardâs Report.

33. LISTING OF SHARES

Your Companyâs shares are listed at BSE Limited and National Stock Exchange of India Ltd and the listing fees for the year has been duly paid.

34. DIRECTORSâRESPONSIBILITY STATEMENT

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

â¢ The Directors had selected such accounting policies and applied them consistently and made judgments 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 31,2023 and of the profit and loss of the Company for theyear ended on March 31,2023;

â¢ the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

â¢ the Directors have prepared the annual accounts on a ''going concernâ basis;

â¢ the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

35. ACKNOWLEDGEMENT

Your directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to provide higher levels of consumer delight through continuous improvement in existing products and introduction of newproducts.

Your Directors acknowledge wise counsel received from Statutory and Secretarial Auditors, and are grateful for their consistent support and cooperation.

The Board places on record its appreciation for the support and cooperation, your Company has been receiving from its suppliers, customers and others associates.

The Directors also take this opportunity to thank all Investors, Clients, Banks, Government and Regulatory Authorities and Stock Exchanges for their continued support.

For and on behalf of the Board of Directors For Global Surfaces Limited

Mayank Shah

Place: Jaipur Chairman and Managing Director

Dated: August 14,2023 DIN: 01850199

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