Madhav Marbles & Granites Ltd. — Proxy Solicitation & Information Statement 2025

Jun 10, 2025

MADHAV MARBLES AND GRANITES LIMITED

CIN: L14101RJ1989PLC004903

Regd. Office: First Floor, “Mumal Towers”, 16, Saheli Marg, Udaipur (Raj.) 313 001 Phone: 91-0294-2981666, E-mail:investor.relations@madhavmarbles.com Website: www.madhavmarbles.com

10-06-2025

Department of Corporate Services Listing Department BSE Limited National Stock Exchange of India Ltd. Phiroze Jeejeebhoy Towers Exchange Plaza, Bandra Kurla Complex Dalal Street, Bandra East Mumbai-400001 Mumbai-400051 Scrip Code: 515093 Scrip Code: MADHAV

Sub: Notice convening Extra Ordinary General Meeting

Dear Sir,

We are enclosing herewith a copy of the Notice dated June 09, 2025 convening an Extra Ordinary General Meeting Meeting of the Company to be held through Video Conferencing / Other Audio Visual Means on Friday, July 04, 2025 at 11.30 a.m.

The same is also be available at the website of the Company at www.madhavmarbles.com

This is to confirm that on June 10, 2025, we have commenced the dispatch of the said Notice via email to Members of the Company through Central Depository India (Services) Limited.

The information has been submitted in compliance with the provisions of Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015.

Thanking you,

For Madhav Marbles and Granites Limited

PRIYANKA Digitally signed by PRIYANKA MANAWAT MANAWAT Date: 2025.06.10 15:47:47 +05'30'

Priyanka Manawat

Company Secretary

Madhav Marbles and Granites Limited

CIN: L14101RJ1989PLC004903, Web: www.madhavmarbles.com, Regd. Office: First Floor, “Mumal Towers”, 16, Saheli Marg, Udaipur-313001 Email: investor.relations@madhavmarbles.com, Tel: ( 0294) 2981666

NOTICE

Notice is hereby given that an Extra-Ordinary General Meeting (EGM/2025-2026/01) of the Members of Madhav Marbles and Granites Limited (hereinafter referred to as ‘the Company’) will be held on Friday, July 04[th] , 2025 at 11:30 A.M. through Video Conferencing / Other Audio Visual Means to transact the following business:

Special Business:

1. To appoint Ms. Surbhi Yadav (DIN: 06572436) as an Independent Director of the Company and in this regard, to consider and if thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED THAT Ms. Surbhi Yadav (DIN: 06572436), who was appointed as an Additional Director (Non–Executive Independent) of the Company, with effect from April 01, 2025 by the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee in terms of Section 161 of the Companies Act, 2013(“Act”) read with Articles of Association of the Company, who is eligible for appointment and who has consented to act as a Director of the Company and in respect of whom the Company has received a notice in writing from a Shareholder under Section 160(1) of the Act proposing her candidature for the office of a Director, be and is hereby appointed as a Director of the Company

RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 150, 152, 161 read with Schedule IV and any other applicable provisions, if any, of the Companies Act, 2013 (“Act”) and the Companies (Appointment and Qualification of Directors), Rules, 2014 (including any statutory modification(s) or reenactment(s) thereof for the time being in force), applicable Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 (“SEBI Listing Regulations”) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Articles of Associations of the Company and pursuant to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors of the Company, approval of Shareholders of the Company be and is hereby accorded for appointment of Ms. Surbhi Yadav (DIN: 06572436), who has been appointed as an Additional Director under the category of Non-Executive Independent Director and who meets the criteria for Independence under Section 149(6) of the Act and Rules made thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations as an Independent Director, not liable to retire by rotation and to hold office for a term of 5 (Five) years, with effect from April 01, 2025 to March 31, 2030

RESOLVED FURTHER THAT the Board of Directors of the Company (including any Committee of Directors thereof ), on behalf of the Company, be and is hereby authorize to do all such acts, deeds, matters and things and to take all such steps as may be required in this connection including seeking all necessary approvals to give effect to the foregoing Resolution and to settle any questions, difficulties or doubts that may arise in this regard and further to execute all necessary documents, applications, returns and writings as may be necessary, proper, desirable or expedient.”

By order of the Board For Madhav Marbles and Granites Limited

Priyanka Manawat Udaipur, June 09, 2025 Company Secretary

Company Secretary

1

Madhav Marbles and Granites Limited

CIN: L14101RJ1989PLC004903, Web: www.madhavmarbles.com, Regd. Office: First Floor, “Mumal Towers”, 16, Saheli Marg, Udaipur-313001 Email: investor.relations@madhavmarbles.com, Tel: ( 0294) 2981666

Notes:

1. Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, in respect of the Special Businesses to be transacted at the Extra-ordinary General Meeting as set out in the Notice is annexed hereto.

2. In pursuance of Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings, details in respect of the Directors seeking appointment at this EGM, form part of this Notice.

3. In compliance with the relevant General Circular No. 14/2020 dated April 8, 2020 read with the General Circular Nos. 17/2020 dated April 13, 2020, 22/2020 dated 15 June, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, General Circular no. 10/2021 dated June 23, 2021, General Circular no. 20/2021 dated December 08, 2021, General Circular no. 03/2022 dated May 05, 2022, General Circular No. 11/2022 dated December 28, 2022, General Circular No. 09/2023 dated September 25, 2023 and General Circular No. 09/2024 dated September 19, 2024 issued by the Ministry of corporate Affairs, Government of India (collectively referred to as “MCA Circulars”) and Circular No. SEBIAIO/CFD/CMD l/CIR/P/2020/79 dated May 12, 2020 read with the Circular No. SEBI HO. CFD/CMD2/CIR/P/202l/11 dated January 15, 2021 Circular No. SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022, Circular No. SEBI/HO/CFD/PoD2/P/CIR/2023/4 dated January 05, 2023, SEBI/HO/CFD/CFD-PoD- 2/P/CIR/2023/167 dated October 07, 2023 and Circular No. SEBI/HO/CFD/CFD-PoD2/P/CIR/2024/133 dated October 3, 2024 along with other relevant circulars in this regard issued by the Securities and Exchange Board of India (collectively referred to as “SEBI Circulars”) and the provisions of the Act together with rules made thereunder and applicable standards and Listing Regulations, this Meeting is being held through VC/OAVM facility, without the physical presence of the Members at a common venue.

4. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars the Company is providing facility of remote e- voting to its Members in respect of the business to be transacted at the EGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e- voting as well as the e-voting system on the date of the EGM will be provided by CDSL.

5. The Members can join the EGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM through VC/OAVM will be made available to at least 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM without restriction on account of first come first served basis.

6. The attendance of the Members attending the EGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.

7. Pursuant to MCA Circulars, the facility to appoint proxy to attend and cast vote for the members is not available for this EGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the EGM through VC/OAVM and cast their votes through e-voting.

8. Members may note that the Notice will also be available on the Company’s website ‘www.madhavmarbles.com’, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www. nseindia.com, respectively and on the website of Central Depository Services (India) Limited (hereinafter referred to as ‘CDSL’) at www.evotingindia.com.

Members, who have not yet registered their e-mail addresses with the Company or their respective Depository Participant, are therefore requested to register the same at the earliest.

Further, please be informed that all the Members who have registered their e-mail addresses or not, are entitled to receive the Notice in physical form free of cost, upon specific request made by them to the Company

1. In respect of shares held in physical mode, all shareholders are requested to intimate changes, if any, in their registered address immediately to the registrar and share transfer agent of the Company and correspond with them directly regarding share transfer/transmission /transposition, Demat/Remat, change of address, issue of duplicate shares certificates, ECS and nomination facility.

2. Members holding shares in the electronic form are requested to inform any changes in address/bank mandate directly to their respective Depository Participants.

3. Since the EGM will be held through VC / OAVM, the Route Map is not annexed in this Notice.

2

Madhav Marbles and Granites Limited

CIN: L14101RJ1989PLC004903, Web: www.madhavmarbles.com, Regd. Office: First Floor, “Mumal Towers”, 16, Saheli Marg, Udaipur-313001 Email: investor.relations@madhavmarbles.com, Tel: ( 0294) 2981666

THE INSTRUCTIONS FOR SHAREHOLDERS FOR REMOTE E-VOTING ARE AS UNDER:

In compliance with the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of Listing Regulations and applicable circulars, the Members are provided with the facility to cast their vote electronically (through remote e- Voting as well as the Voting system on the date of the EGM), through the e-Voting services provided by CDSL, on all the resolutions set forth in this Notice.

The remote e-Voting period commences on Tuesday, July 01, 2025 (9.00 A.M. IST) and ends on Thursday, July 03, 2025 (5.00 P.M. IST). During this period, Members holding shares either in physical mode or in demat mode, as on Friday, June 06, 2025 i.e., cut-off date, may cast their vote electronically. The e- Voting module shall be disabled by CDSL for voting thereafter. A person who is not a member as on the Cut-off date should treat Notice of this Meeting for information purposes only. The voting rights of the Members shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date i.e., Friday, June 06, 2025.

Any person or non-individual Shareholders (in physical mode/ demat mode) who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date may follow the steps mentioned below.

Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

In terms of the SEBI circular dated December 9, 2020 on the e-Voting facility provided by listed companies and as part of increasing the efficiency of the voting process, e- Voting process has been enabled to all individual Shareholders holding securities in demat mode to vote through their demat account maintained with depositories / websites of depositories / depository participants. Shareholders are advised to update their mobile number and email ID in their demat accounts in order to access e-Voting facility. Login method for Individual Shareholders holding securities in demat mode is given below:

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Type of Members Login Method
Individual Members 1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made
holding securities in available to reach e-Voting page without any further authentication. The users to login to Easi / Easiest are requested to visit CDSL website
Demat mode with CDSL www.cdslindia.com and click on login icon & New System Myeasi Tab.
2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress
as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting
service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service
providers’ website directly.
3) If the user is not registered for Easi/Easiest, option to register is available at cdsl website www.cdslindia.com and click on login & New
System Myeasi Tab and then click on registration option.
4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a link in
www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the
Demat Account. After successful authentication, user will be able to see the e-Voting option where the e-voting is in progress and also able to
directly access the system of all e-Voting Service Providers.
1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the
following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched,
Individual Members click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to
holding securities in demat enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting”
mode with NSDL under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will
be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting &
voting during the meeting.
2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for
IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal
Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under
‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number
hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to
NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be
redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting
during the meeting.
Individual Shareholders You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-
(holding securities in Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to
demat mode) login through NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting
their Depository service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting
Participants period or joining virtual meeting & voting during the meeting.
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Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

3

Madhav Marbles and Granites Limited

CIN: L14101RJ1989PLC004903, Web: www.madhavmarbles.com, Regd. Office: First Floor, “Mumal Towers”, 16, Saheli Marg, Udaipur-313001 Email: investor.relations@madhavmarbles.com, Tel: ( 0294) 2981666

Step 2

Login method for e-Voting and voting during the meeting for Shareholders holding securities in physical mode and non- Individual Shareholders in demat mode.

i. ii. iii. iv. v. vi. vii. viii. ix. x. xi. xii. xiii. xiv. xv. xvi. xvii. xviii. xix. xx.	The shareholders should log on to the e-voting website www.evotingindia.com. Click on Shareholders tab/ module. Now Enter your User ID For CDSL: 16 digits beneficiary ID, For NSDL: 8 Character DP ID followed by 8 Digits Client ID, Members holding shares in Physical Form should enter Folio Number registered with the Company. Next enter the Image Verification as displayed and Click on Login. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used. If you are a first time user follow the steps given below:	The shareholders should log on to the e-voting website www.evotingindia.com. Click on Shareholders tab/ module. Now Enter your User ID For CDSL: 16 digits beneficiary ID, For NSDL: 8 Character DP ID followed by 8 Digits Client ID, Members holding shares in Physical Form should enter Folio Number registered with the Company. Next enter the Image Verification as displayed and Click on Login. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used. If you are a first time user follow the steps given below:
		For Members holding shares in Demat Form (other than Individuals) and Physical Form
	PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) Members who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
	Dividend Bank Details ORDate of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your Date of Birth (DOB) demat account or in the Company’s records in order to login. If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field.
	After entering these details appropriately, click on “SUBMIT” tab. Shareholders holding shares in physical mode will then directly reach the Company selection screen. However, Shareholders holding shares in Demat mode will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the Demat account holders for voting for resolutions of any other Company on which they are eligible to vote, provided that Company opts for e-Voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice. Click on the EVSN for the relevant on which you choose to vote. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details. After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote. You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page. You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page. If a Demat account holder has forgotten the login password, then Enter the User ID and the image verification code and click on Forgot password and enter the details as prompted by the system.

Additional Facility for Non – Individual Shareholders and Custodians –For Remote e- Voting only

	Non-Individual Shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and
	register themselves in the “Corporates” module.
	A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed tohelpdesk.evoting@cdslindia.com.
	After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able
	to link the account(s) for which they wish to vote on.
	The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able
	to cast their vote. A scanned copy of the Board Resolution and Power of Attorney (“POA”) which they have issued in favour of the Custodian,
	if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
	Alternatively, Non-Individual Shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested
	specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer at their email address, if they have voted from
	individual tab & not uploaded same in the CDSL e- Voting system for the scrutinizer to verify the same.

Instructions for Members voting on the day of the EGM on e-voting system are as under: -

• i. The procedure for e-Voting on the day of the EGM is same as the instructions mentioned above for Remote e-voting. ii. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e-voting.

• iii. Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the EGM.

• iv. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting

• v. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

• vi. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance at least seven days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (company email id). The shareholders who do not wish to speak during the EGM but have queries may send their queries in advance seven days prior to

4

Madhav Marbles and Granites Limited

CIN: L14101RJ1989PLC004903, Web: www.madhavmarbles.com, Regd. Office: First Floor, “Mumal Towers”, 16, Saheli Marg, Udaipur-313001 Email: investor.relations@madhavmarbles.com, Tel: ( 0294) 2981666

meeting mentioning their name, demat account number/folio number, email id, mobile number at investor.relations@madhavmarbles.com. These queries will be replied to by the company suitably by email.

• vii. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting. viii. Only those Members/ Members, who will be present in the EGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available in the EGM.

• ix. If any Votes are cast by the members through the e-voting available during the EGM and if the same members have not participated in the meeting through VC/OAVM facility , then the votes cast by such members shall be considered invalid as the facility of e-voting during the meeting is available only to the members participating in the meeting.

• x. Members who have voted through Remote e-Voting will be eligible to attend the EGM. However, they will not be eligible to vote at the EGM.

Instructions for members for attending the EGM through VC / OAVM are as under:

• i. Member will be provided with a facility to attend the EGM through VC/OAVM through the CDSL e-voting system. Members may access the same at https://www.evotingindia.com under Members / members login by using the remote e-voting credentials. The link for VC/OAVM will be available in shareholder/members login where the EVSN of Company will be displayed.

• ii. Members are encouraged to join the Meeting through Laptops/Personal Computers for better experience. Further, Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the Meeting.

• iii. Please note that Participants connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

• iv. Members who would like to express their views/ask questions during the Meeting may register themselves as a speaker by sending their request 7 days prior to Meeting mentioning their name, demat account number/folio number, email id, mobile number at investor.relations@madhavmarbles.com and register themselves as speaker. Only those who have registered themselves as a speaker will be allowed to express their views/ask questions during the meeting.

The Company has appointed Dr. Ronak Jhuthawat (Certificate of Practice No.-12094) of M/s Ronak Jhuthawat & Co., Company Secretary as the Scrutiniser, to scrutinise the voting process in a fair and transparent manner. The Scrutiniser shall, immediately after the conclusion of Electronic Voting (hereinafter referred to as ‘e-voting’) during the Meeting, count the e-votes cast and shall submit a Consolidated Scrutiniser’s Report of the total e-votes cast in favour or against, if any, not later than two days from the conclusion of the Meeting to the Chairman of the Company or any person authorised by the Chairman in writing. The Chairman or any other authorised person, as the case may be, shall declare the result of the voting forthwith.

The results along with the Scrutiniser’s Report will be placed on the Company’s website at www.madhavmarbles.com and on the CDSL’s website at www.evotingindia.com, immediately after the result is declared by the Chairman or any other authorised person, as the case may be, and the same shall be communicated to the Stock Exchanges, where the shares of the Company are traded. Subject to the receipt of requisite number of votes, the resolutions shall be deemed to be passed on the date of the Meeting i.e. Friday, July 04, 2025.

For Assistance / Queries for e-voting etc.

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL	Members facing any technical issue in login can contact CDSL helpdesk mode with CDSL by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33
Individual Shareholders holding securities in Demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdesk mode with NSDL by sending a request at evoting@nsdl.co.in or call at toll free no.: 022-4886 7000 and 022-2499 7000

5

Madhav Marbles and Granites Limited

CIN: L14101RJ1989PLC004903, Web: www.madhavmarbles.com, Regd. Office: First Floor, “Mumal Towers”, 16, Saheli Marg, Udaipur-313001 Email: investor.relations@madhavmarbles.com, Tel: ( 0294) 2981666

Explanatory Statement (Pursuant to section 102 of the Companies Act, 2013)

The following Explanatory Statement sets out the material facts relating to the business under item Nos. 1 of the accompanying notice dated June 09, 2025

Item No.1

Appointment of Ms. Surbhi Yadav (DIN: 06572436), as an Independent Director of the Company.

The Board of Directors of the Company, on the recommendation of the Nomination & Remuneration Committee, appointed Ms. Surbhi Yadav (DIN: 06572436) as an Additional Director under the category of Non- Executive Independent Director for a term of 5 (Five) years, with effect from April 01, 2025 to March 31, 2030, not liable to retire by rotation, subject to the approval of shareholders.

Pursuant to the provisions of Section 161 of the Companies Act, 2013, Ms. Surbhi Yadav (DIN: 06572436) will hold office up to the date of the ensuing Annual General Meeting. However, in terms of Regulation 17(1C) of the Listing Regulations, the Company is required to obtain approval of shareholders for the appointment of a new Director at the next general meeting or within a time period of 3 (Three) months from the date of appointment, whichever is earlier. Accordingly, the Board has decided to seek approval of the same from the Shareholders through Extra Ordinary General Meeting under Section 110 of the Companies Act, 2013 (the “Act”).

Ms. Surbhi Yadav is not disqualified from being appointed as a Director in terms of Section 164 of the Act. The Company has received the consent and requisite declarations as per the provisions of the Act and SEBI Listing Regulations including the declaration that she meets the criteria of independence as provided under Section 149(6) of the Act and Regulation 16 of the SEBI Listing Regulations. Further, in terms of Regulation 25(8) of SEBI Listing Regulations, she has also confirmed that she is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact her ability to discharge her duties. Further, she is not debarred from holding the office of Director pursuant to any Order issued by the Securities and Exchange Board of India (SEBI) or any other authority.

The Company has received notice under Section 160 of the Act from a member signifying intention to propose the candidature of Ms. Surbhi Yadav as an Independent Director of the Company.

Ms. Surbhi Yadav holds an M.A. and a PGDRM degree, having expertise in Human Resources Management, Finance, and Corporate Social Responsibility (CSR) areas. Her diverse knowledge and skill set will be invaluable in enhancing the Board of Directors' deliberations, particularly in areas related to performance evaluation, resource management, and upholding standards of conduct

Considering her expertise and knowledge, the Board considers that the appointment of Ms. Surbhi Yadav as an Independent Director of the Company will be in the interest of the Company, and hence, it recommends appointment of Ms. Surbhi Yadav as an Independent Director of the Company, not liable to retire by rotation, for a term commencing from April 01, 2025 till the conclusion of five years i.e. March 31, 2030. Accordingly, the Board recommends the resolution as set out at Item No. 1 of this Notice for approval of the Members of the Company as a Special Resolution.

Except Ms. Surbhi Yadav, being the appointee, none of the other Directors and Key Managerial Personnel of the Company or their relatives are concerned or interested financially or otherwise, in the resolution set out.

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Madhav Marbles and Granites Limited

CIN: L14101RJ1989PLC004903, Web: www.madhavmarbles.com, Regd. Office: First Floor, “Mumal Towers”, 16, Saheli Marg, Udaipur-313001 Email: investor.relations@madhavmarbles.com, Tel: ( 0294) 2981666

Annexure

(For Item Nos. 1 of the Notice)

Details of the Directors seeking appointment pursuant to the Listing Regulations and Secretarial Standard - 2 issued on General Meetings are given below:

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Name Ms. Surbhi Yadav
DIN 06572436
Date of Birth 01-11-1979
Date of first appointment in the current designation 01-04-2025
Qualification M.A. and PGDRM
Expertise Human Resources, CSR, Corporate Compliances and
Management
Number of Board Meetings attended as Director during the year (FY 2025-26) One
Board Memberships of other Companies as on March 31, 2025 None
Chairmanship(s)/Membership(s) of Committees of other Companies as on March None
31, 2025
Name of listed entities from which the person has resigned in the past three None
years
Shareholding in Company as on March 31, 2025 Nil
Relationship with other directors, manager and other Key Managerial Personnel None
of the Company
Terms and Conditions of appointment or re-appointment Appointment as a Non-Executive Independent Director of the
Company for a period of 5 (Five) consecutive years with effect
from April 01, 2025 and shall not be liable to retire by rotation.
Remuneration to be paid by way of sitting fee for attending each
meeting of the Board of Directors.
Last drawn remuneration Nil
In case of Independent Director, the skills and capabilities required for the role Key Skills:
and the manner in which the proposed person meets such requirement  Leadership and team management,
 Business Analysis
 Corporate Compliances
 CSR
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