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DIRECTORS' REPORT

Inani Marbles & Industries Ltd.

GO
Market Cap. ( ₹ in Cr. ) 17.67 P/BV 0.33 Book Value ( ₹ ) 28.71
52 Week High/Low ( ₹ ) 24/9 FV/ML 2/1 P/E(X) 25.03
Book Closure 23/09/2025 EPS ( ₹ ) 0.38 Div Yield (%) 0.42
Year End :2025-03 

Your Directors have pleasure in presenting the 31st Annual Report on the affairs of the Company, along with
the Audited Financial Statement for the Financial Year ended
31st March 2025.

FINANCIAL RESULTS

The Financial Results of the Company's performance for the year under review and those of the previous year
are as follows:-

(Rupees in Lacs)

Particulars

2024-25

2023-24

Revenue from operations

4279.56

5659.26

Other Income

128.08

210.57

Total Income

4407.64

5869.83

Profit before Interest, Dep. & Taxes

568.61

748.80

Less : Finance Cost

198.29

229.58

Less : Depreciation

264.46

321.26

Profit Before Tax

105.86

197.96

Provision for Taxation

28.99

15.85

Provision for Deferred Tax

6.24

24.68

Profit for the year

70.63

157.43

DIVIDEND

Your directors have recommended a dividend @ 2% on paid up value of Rs. 2.00 each i.e. Rs.0.04 per Equity
share (Previous year Rs. 0.04 per Equity share) for the financial year 2024-25. The dividend if approved and
declared in the forthcoming Annual General Meeting would result the total outflow towards on Equity Shares
for the year would be Rs. 7.44 Lacs.

The dividend will be paid to members whose names appear in the Register of Members as on 23rd
September, 2025.

OPERATIONAL PERFORMANCE

Performance of the Company remains subdued during the year. The Revenue from operations during the
year under review is Rs. 4279.56 Lacs against Rs. 5659.26 Lacs in the previous year registering a decline of
24.38%. However Company has registered profit after tax Rs. 70.63 Lacs during the year as compare to Rs.
157.43 Lacs during previous year. Turnover of the Company was decline by 24.38% mainly due to
geopolitical instability, tight monetary policy adopted by Central banks across the glob to control the inflation,
higher interest rate led to increased cost for financing projects which in turn caused delays and cancellations
of both residential and commercial activities. This slowdown was felt acutely as construction companies
struggled with reduced demand and higher expenses.

TRANSFER TO RESERVES

The Board of Directors has decided to transfer Rs. 12.00 Lacs in General Reserve and retain the balance
amount of profits for 2024-25 in profit and loss account.

SHARE CAPITAL

a. The Company has not bought back any of its securities during the year under review.

b. The Company has not issued any Sweat Equity Shares during the year under review.

c. The Company has not issued Bonus Shares during the year under review.

The paid up Equity Share Capital as on 31st March, 2025 is 3,72,00,000 (Rupees Three Crore Seventy Two
Lacs Only) divided into 18600000 Equity Shares of Rs. 2/- each and the authorized share capital of the
Company is 10,00,00,000 (Rupees Ten Crore Only) divided into 5,00,00,000 Equity Shares of Rs. 2/- each .

DIRECTORS

In accordance with the provision of the Companies Act, 2013 Mrs. Indira Inani (DIN 08188932) retire from the
Board of Director by rotation and being eligible offer herself for reappointment in ensuing Annual General
Meeting.

Tenure completion of Mr. Prem Narayan Sharma (DIN 01179163) as Non- Executive Independent Director of
the Company w.e.f. 01.10.2024.

Mr. Krishna Gopal Vyas (DIN 10752154) was appointed as Non-Executive Independent Director of the
Company w.e.f. 02nd September, 2024.

Mr. Suresh Kumar Inani, Managing Director of the Company was re-appointed for a further five year w.e.f. 01st
March 2025.

Mr. Mahesh Kumar Inani, Joint Managing Director of the Company was re-appointed for a further period of
three years with effect from 01st October 2025 as recommended by Nomination & Remuneration Committee,
Audit Committee and approved by Board of Directors, subject to the approval of shareholders at the 31st
Annual General meeting of the company.

Mr. Anuj Inani, Whole Time Director of the Company was re-appointed for a further period of three years with
effect from 01st October 2025 as recommended by Nomination & Remuneration Committee, Audit Committee
and approved by Board of Directors, subject to the approval of shareholders at the 31st Annual General
meeting of the company.

No other changes have been taken place in composition of Board of Directors and Key Managerial Personnel
of the Company during the year under review.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have confirmed that they are complying with the requirement of
Section 149(6) of the Companies Act 2013 and applicable provisions of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015. In the opinion of the Board, Independent Directors fulfil the conditions
specified in the Act, Rules made there under and Listing Regulations.

EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

DEPOSITS

The Company has not accepted any deposits from the Public during the year falling within the preview of
section 73 of the Act read with the Companies (Acceptance of Deposits) Rule 2014 during the year.

FINANCE

The Company has taken Loans from Bank of Baroda during the year. Company is regular in payment of

Installment and Interest on Loan taken from Bank of Baroda and Kotak Mahindra Bank Ltd.

CORPORATE GOVERNANCE

The Company is committed to maintain the high standards of Corporate Governance. Your Directors adhere
to the requirements set out in Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 and have implemented all the prescribed requirements. In pursuant to
Regulation 34 (3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the
Reports on Corporate Governance and Management Discussions & Analysis have been incorporated in the
Annual Report and form an integral part of the Board Report.

A certificate confirming the compliance of conditions of Corporate Governance as stipulated in SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 from Auditors, is forming part of the Annual
Report.

LISTING WITH STOCK EXCHANGE

Equity Shares of Company are presently listed at BSE Limited (BSE). The Company confirms that it has paid
the Annual Listing Fees for the year 2025-26 to BSE.

DEMATERIALISATION OF SHARES

97.69% of the company’s paid up Equity Share Capital is in dematerialized form as on 31st March, 2025 and
balance 2.31% is in physical form. The Company’s Registrars are M/s Ankit Consultancy Pvt. Ltd., having their
registered office at Plot No. 60, Electronic Complex, Pardeshipura Indore -452001 (MP).

DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (3)© read with section 134(5) of the Companies Act , 2013 in
relation to financial statements for the year under review, the Directors State that :

a) the annual accounts for the year ended 31st March 2025 have been prepared by following the applicable
accounting standards together with proper explanation relating to material departures, if any;

b) 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 at the end of the financial year 2024-25 and of the profit and loss of the
Company for that period .

c) the Directors took proper and sufficient care for the maintenance of proper and
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) the annual accounts are prepared on a going concern basis

e) they have laid down internal financial controls in the company that are adequate and were
operating effectively.

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and
these are adequate and are operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESARCH AND DEVLOPMENT AND
FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014 regarding Conservation of Energy, Technology Absorption, Research & Development

and Foreign Exchange earning & outgo are given in Annexure-A which forms part of Directors’ Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has a Policy on Corporate Social Responsibility and the same has been posted on the website
of the Company - www.inanimarbles.com. However, during the year under review, the provisions of
Corporate Social Responsibility were not applicable to the Company in pursuance to Section 135(1) of the
Companies Act, 2013.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and the Regulation 22 of the
SEBI (listing Obligations & Disclosure Requirements) Regulation 2015, a Vigil Mechanism for directors and
employees to report genuine concerns has been established .The Vigil Mechanism Policy has been uploaded
on the website of the company at www.inanimarbles.com

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

Your Company has formulated familiarization program 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 of the Company etc. The details of such familiarization program is
available on the website of the Company at www.inanimarbles.com

NOMINATION, REMUNERATION & EVALUATION POLICY

In pursuant to provisions of section 178 of the Companies Act, 2013 and SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015, the Board of Directors have approved Nomination,
Remuneration & Evaluation Policy for appointment, remuneration & evaluation of the Directors, Key
Management Personnel & Senior Management Personnel. The details of the Nomination and Remuneration
committee, Nomination, Remuneration & Evaluation Policy and Annual Evaluation carried out by the Board of
Directors are given in the Corporate Governance Report.

RELATED PARTY TRANSACTIONS

Related party transactions that were entered during the financial year ended on 31st March, 2025
were on an arm’s length basis and were in the ordinary course of business. As per the Listing Regulation
material related party transaction had taken necessary members approval.

The Policy was considered and approved by the Board has been uploaded on the website of the company at
www.inanimarbles.com

The particulars of Contracts or Arrangements made with related parties pursuant to Section 188 are furnished
in
Annexure-B and attached with this report.

SECRETARIAL STANDARDS

The Company complies with all applicable mandatory secretarial standards issued by the Institute of
Company Secretaries of India.

LOAN, GUARANTEE & INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT 2013

The Company has not given loans and guarantee pursuant to Section 186 of the Companies Act, 2013 to other
Body Corporates or person as indicated in the notes to the financial statements. The details of investments are
provided in Notes to Financial Statement under Note No. 04

ANNUALRETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013 read with the Companies

(Management and Administration) Amendment Rules 2020, Annual Return as on March 31,2025 is available
on the Company’s website at www.inanimarbles.com.

PARTICULARS OF REMUNERATION OF DIRECTORS/ KMP/EMPLOYEES

Statement showing disclosures pertaining to remuneration and other details as required under Section
197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is enclosed as
Annexure- C.

DEPOSITORY SYSTEM

Company has established connectivity with both the Depositories i.e. National Securities Depository Limited
(NSDL) and Central Depository Services (India) Limited (CDSL) to enable shareholders to hold shares in
dematerialized form. In view of the numerous advantage offered by the Depository System, members are
requested to avail the facility of Dematerialization of the Company’s shares on either of the Depositories as
aforesaid.

BOARD MEETING HELD DURING THE YEAR

During the year, six meetings of the Board of Directors and One meeting of Independent Directors were held.
The dates on which board meeting were held are as follow:

29th May 2024, 29th July 2024, 12th August 2024, 02nd September 2024, 25th October 2024 and 14th
February 2025, and one Meeting of Independent Directors on 14th February, 2025

COMMITTEES

The Company has constituted Audit Committee, Nomination & Remuneration Committee, Stakeholders
Relationship Committee and Corporate Social Responsibility Committee of Directors. The details of these
committees have been given in the Corporate Governance Report which is integral part of the Board’s Report.

HUMAN RESOURCE DEVELOPMENT

Industrial relations continued to be cordial during the period under review. Your Company firmly believes that a
dedicated work force constitutes the primary source of sustainable competitive advantage. Accordingly,
human resource development received focused attention. The Company has in house skill training centre and
imparts on the job training to its manpower on continuous basis. Your Directors wish to place on record their
appreciation for the dedicated services rendered by the work force during the year under review.

AUDITORS

STATUTORY AUDIT

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder M/s Nyati
Mundra & Co., Chartered Accountants (Firm Registration No. 008153C) was appointed as the Statutory
Auditor of the Company for a term of five consecutive years, to hold office from the conclusion of the at 28th
Annual General Meeting held on 29th September, 2022 until the conclusion of the 33rd Annual General
Meeting of the Company to be held in the calendar year 2027, on such remuneration as may be decided by the
Audit Committee and the Board of Directors.

The Statutory Auditors have confirmed their eligibility and qualification required under section 139, 141 and
other applicable provisions of the Companies Act, 2013 and Rules issued there under (including any statutory
modification(s) or reenactment(s) thereof for the time being in force)

AUDITORS’ REPORT

As regards the Auditors Report, the points raised therein have been explained in the Notes to the Accounts
and elsewhere in the Annual Report, as such Directors have no further comments to offer.

SECRETARIAL AUDIT

M/s Anil Somani & Associates, Company Secretaries (M. No. 36055) were appointed to conduct the
secretarial audit of the Company for the financial year 2024-25 as required under Section 204 of the
Companies Act, 2013 and Rules made there under.

The Secretarial Auditors’ Report for Financial Year 2024-25 does not contain any qualification, reservation or
adverse remark.

The Secretarial Audit Report for financial year 2024-25 forms part of this Annual Report as Annexure -D to this
Directors’ Report.

In accordance with the SEBI Circular dated February 8, 2019 and additional affirmations required under
Circulars issued by BSE dated April 10, 2023 read with Regulation 24A of the SEBI Listing Regulations, the
Company has obtained an Annual Secretarial Compliance Report from M/s Anil Somani & Associates,
Company Secretaries, confirming compliances with all applicable SEBI Regulations, Circulars and
Guidelines for the year ended March 31,2025

M/s Anil Somani & Associates, Company Secretaries has issued a certificate confirming that none of the
Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing
as Directors of companies by SEBI/MCA or any such statutory authority. The said Certificate is annexed to this
Director Report.

INTERNAL AUDITOR

Pursuant to Section 138 of the Companies Act, 2013, your directors have appointed M/s. Jagetiya G & Co. as
an Internal Auditor of the Company for the Financial Year 2025-26 and their report is reviewed by the audit
committee from time to time.

MISCELLANEOUS DISCLOSURES

• Details about risk management have been given in the Management Discussions & Analysis.

• The Company does not have any subsidiary, joint venture & associate company.

• There is no significant and material orders has been passed during the year by the regulators or courts or
tribunals which can impact the going concern status and Company's operations in future.

• There has been no change in the nature of business of the Company as on the date of this report.

• The Company is having adequate Internal Financial Control with reference to the Financial Statements.

• During the year, the Company has not received any complaint under the Sexual Harassment of Woman
at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGMENT

Your Directors would like to place on record their appreciation for co-operation and support extended by
Customers, Suppliers, Shareholders, Bankers, Central and State Governments. They also record their
appreciation of the devoted services rendered by staff members and workman of the company.

For and on behalf of the Board of Directors

Place : Chittorgarh Capt. S.K.Inani Mahesh Kumar Inani

Date : 12.08.2025 (Managing Director) (Jt. Managing Director)

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